Yona Gal

The appellants, holders of 2025 series senior secured notes, appealed the final order approving a CBCA plan of arrangement that restructured $270 million in pari passu senior secured notes issued in three series.

The arrangement extended the maturity dates of all notes and was approved by 75 percent of senior noteholders voting as one class, though only 20 percent of 2025 noteholders voted in favour.

The Court of Appeal dismissed the appeal, finding it was moot because the plan had been implemented without a stay, and that it constituted a collateral attack on the interim order establishing the single-class voting classification, from which leave to appeal had already been denied.

The court further held that the application judge applied the correct test under s. 192 of the CBCA, made factual findings entitled to deference, and committed no reviewable error in finding the arrangement fair and reasonable or in dismissing the oppression remedy application.

A Canadian mining company detected pit wall instability and a subsequent rockslide at its premier mine in Chile.

The company did not immediately disclose these events to investors, disclosing them about a month later as part of regular updates, after which its share price dropped 16 percent.

An investor sought leave under s. 138.8(1) of the Ontario Securities Act to commence a class action for failure to make timely disclosure of a material change.

The Supreme Court of Canada, dismissing the appeal, held that the motion judge erred in interpreting 'material change' too restrictively.

The undefined terms 'change', 'business', 'operations', and 'capital' should not be constrained by dictionary definitions but applied flexibly and contextually.

The leave test requires a plausible application of the legislative provisions to the facts, not merely a plausible statutory interpretation.

On the uncontested evidence that the events impacted the company's operations, there was a reasonable possibility the action could succeed at trial.

The decision concerns an application under section 192 of the Canada Business Corporations Act (CBCA) for approval of a plan of arrangement by The Cannabist Company Holdings (Canada) Inc. and 16834434 Canada Inc., opposed by Murchinson Ltd. (on behalf of certain noteholders).

The court granted the final order approving the arrangement, which restructures the company’s senior notes, and dismissed Murchinson’s related oppression application.

The reasons address the fairness and reasonableness of the arrangement, the appropriateness of third-party releases, and the standing of Murchinson to bring an oppression claim.

This case involved a shareholder dispute where OneMove Capital Corporation sought to affirm the validity of its proposal under s. 99 of the Ontario Business Corporations Act (OBCA) to remove and replace a director, and to compel Dye & Durham Limited to include this proposal in its information circular.

Dye & Durham brought a counter-application to omit the proposal and sought a declaration that OneMove and Tyler Proud breached a 2020 Investor Rights Agreement (IRA).

The court ruled that a shareholder cannot use the s. 99 proposal mechanism to remove a director, as director removal requires a special meeting requisitioned under s. 105 of the OBCA.

However, the court also found that OneMove's proposal, if permissible, would not fall under the "personal grievance" exception of s. 99(5)(b) or (b.1), as it related significantly to the company's business affairs.

Furthermore, the court determined that the IRA did not prohibit OneMove from seeking to remove its nominee director through proper OBCA channels, and dismissed Dye & Durham's other alleged breaches of the IRA as theoretical.

The moving parties sought a stay of the Ontario Court of Appeal's order pending their application for leave to appeal to the Supreme Court of Canada.

The court applied the three-part test for a stay, emphasizing the stringent 'serious issue' threshold for leave to the Supreme Court.

The motion was denied because the factual situation was unclear, evidence of canon law was thin, and key parties (Diocese and Synod) were not involved, making it unlikely the Supreme Court would grant leave to appeal.

This appeal concerned a dispute within the Medhanie Alem Eritrean Orthodox Tewahdo Church regarding internal governance, specifically the holding of an overdue Annual General Meeting (AGM) and the application of canon law versus corporate bylaws.

The appellants, volunteer board members, challenged the application judge's order that mandated an AGM under the 2014 Bylaws with a court-appointed neutral chair, arguing these issues were non-justiciable matters of canon law or that the order conflicted with canon law.

The Court of Appeal affirmed that the local Church, as an incorporated entity, is subject to civil law obligations like holding AGMs.

However, it found that the application judge's order unnecessarily conflicted with canon law by preventing the Church from amending its bylaws to conform with the 2016 Canon Law Promulgation before the AGM.

The Court allowed the appeal in part, striking the conditions regarding the 2014 Bylaws and the court-appointed neutral chair for the AGM, and ordered a special or emergency meeting with a court-appointed neutral chair to allow the Church to vote on bylaw amendments before the AGM.

Following a successful application ordering the respondents to hold an annual general meeting for the election of directors, the applicants sought costs on a full or substantial indemnity basis.

The court rejected the request for elevated costs, finding the respondents' conduct did not rise to the level of reprehensible or outrageous behaviour.

The court awarded costs to the applicants on a partial indemnity basis in the all-inclusive amount of $58,000, payable by all respondents except one who did not oppose the application.

The applicants, members of an incorporated church and registered charity, sought an order compelling the church's board of directors to hold an annual general meeting (AGM) and elections, which had not occurred since 2016.

The respondents argued the court lacked jurisdiction, claiming the church was a voluntary religious association and the dispute was ecclesiastical.

The Superior Court of Justice rejected this argument, finding the church was a corporation governed by the Not-for-Profit Corporations Act, 2010, and the applicants had established legal rights under the statute.

The court ordered the holding of an AGM under the supervision of a neutral chair for the purpose of electing a new board of directors.

The moving parties brought a motion for leave to appeal an order dated March 9, 2022.

The Divisional Court dismissed the motion for leave to appeal and awarded costs of $6,000 to the responding party.