Mervyn David Abramowitz

This endorsement concerns a motion by Acerus Pharmaceuticals Corporation and its subsidiaries (the Applicants) under the Companies’ Creditors Arrangement Act (CCAA) for approval of a Subscription Agreement, a reverse vesting order (ARVO), releases for various parties, a sealing order, and an extension of the stay of proceedings.

The proposed transaction involves First Generation Capital (FGC), the majority shareholder and secured creditor, acquiring the Applicants' business via a credit bid and share transaction, with excluded assets and liabilities vested out to Residual Cos.

The court analyzed the necessity and fairness of the ARVO structure, the sales process, the benefit to creditors compared to bankruptcy, and the appropriateness of the releases, ultimately granting all requested relief.

The court-appointed receiver, KSV Restructuring Inc., moved to quash an appeal by the debtor, 30 Roe Investments Corp., from orders approving the sale of two condominium units. 30 Roe argued the units should be sold en bloc, not individually, and that the sales diminished the "Enterprise" value.

The Court of Appeal found no appeal as of right under BIA s. 193(a)-(c) as the appeal did not involve future rights, did not directly involve property value loss (as the sales were at market price and the en bloc argument was a collateral attack on prior unappealed orders), and was not likely to affect other similar cases.

The court also denied leave to appeal under BIA s. 193(e), finding the issue not of general importance, not prima facie meritorious, and unduly hindering the receivership.

The appeal was quashed, and leave to appeal denied.