The applicant, the former president and CEO of the respondent company, sought a declaration that the company's management information circular was not properly authorized and contained material misrepresentations regarding his departure.
He argued the circular falsely stated he 'stepped down' instead of being terminated without cause, and omitted his potential $1 million severance claim.
The court found the circular was validly authorized through retroactive ratification.
While the court agreed the disclosure was not entirely forthright, it dismissed the application because the applicant failed to prove the alleged misrepresentations were material to a reasonable shareholder voting on the election of directors.
