Caitlin McIntyre

The decision addresses motions regarding the appointment of representative counsel for current and former employees and retirees of Hudson’s Bay Company ULC and related entities in ongoing Companies’ Creditors Arrangement Act (CCAA) proceedings.

The Court declined to appoint any of the nominated law firms as representative counsel at this stage, instead appointing the Honourable Herman Wilton-Siegel as an independent third party to evaluate proposals and make a recommendation.

The Court also approved amendments to the Sale and Investment Solicitation Process (SISP) to remove the company’s art and artifact collection from the SISP and to appoint Heffel Gallery Limited to conduct a separate auction for the collection, subject to further court approval of procedures.

The reasons review the legal framework for appointing representative counsel and the importance of balancing stakeholder interests in complex insolvency proceedings.

The applicant, VBI Vaccines Inc., sought court approval for a sale transaction structured as a reverse vesting order (RVO) to its secured lender, K2 HealthVentures, as part of its CCAA insolvency proceedings.

The motion also sought collateral relief, including releases for various parties and the ability to sell residual assets up to $5 million without further court approval.

The court granted the motion, finding that the RVO was necessary and met the stringent Harte Gold factors, as well as the traditional Sound Air factors.

The RVO was deemed essential due to the debtor's highly regulated industry and the non-assignability of its intellectual property and government licenses, making it the only viable option to maximize value compared to a bankruptcy scenario.

The court also approved the releases and the limited authority to sell residual assets, noting the Monitor's support and the lack of opposition from stakeholders.

LTL Management LLC, acting as Foreign Representative, brought a motion seeking recognition of a U.S. Bankruptcy Court's dismissal order of its Chapter 11 proceeding, termination of the Canadian CCAA proceeding, discharge of the Information Officer (Ernst & Young) with a release, and approval of the Information Officer's activities and fees.

The motion was unopposed.

The court granted the requested relief, finding that with the foreign main proceeding dismissed and no stay of the appeal, there was no longer a basis for the Canadian recognition proceeding to continue.

The Information Officer's reports, activities, and fees were reviewed and approved, and the CCAA proceeding was terminated.

The applicant, acting as receiver for the primary secured creditor, sought the appointment of a receiver and manager over the debtor company.

The debtor company's interim receiver concurrently sought an extension of time to file a proposal under the Bankruptcy and Insolvency Act and approval of its activities.

The court lifted the existing stays of proceedings, appointed the receiver, granted a 45-day extension to file a proposal to avoid automatic bankruptcy, and approved the interim receiver's activities, finding the relief to be just, convenient, and unopposed.

The Applicants, licensed cannabis producers, sought court approval and sanction of their second amended and restated plan of compromise and arrangement under the CCAA.

The Plan aimed to implement a settlement framework for multiple securities class actions arising from the Applicants' illegal cannabis growing operations.

While the court found the Allocation and Distribution Scheme reasonable and rejected KPMG's complaint about being excluded from voting, it refused to sanction the Plan.

The court held that the Plan's provisions regarding the assignment of claims against KPMG and the Judgment Reduction Provision in the Bar Order were not fair and reasonable to the non-settling defendants, as they failed to limit the non-settling defendants' liability to several liability.

The Construction Receiver brought a motion for approval of its activities, fees, final distribution, and discharge.

Terra Firma, the highest-ranking secured creditor, brought a second motion seeking distribution of a $202,500 Park Levy Reserve collected from unrepresented condominium purchasers.

The court granted the Receiver's motion but dismissed Terra Firma's motion, finding that the Park Levy was mistakenly collected, never became the property of the debtor, and therefore could not form part of Terra Firma's collateral.

The Receiver was directed to return the funds to the unrepresented purchasers.

The applicant, acting as the foreign representative for the syncreon Group, sought an Initial Recognition Order under Part IV of the CCAA to recognize scheme of arrangement proceedings commenced in the United Kingdom.

The court found that the UK proceedings under Part 26 of the Companies Act constituted 'foreign non-main proceedings' under the CCAA.

The court granted the recognition order, recognized the UK Convening Order, appointed an Information Officer, and dispensed with the statutory publication requirement, finding that a formal cross-border protocol was unnecessary in this case.