The applicant corporation sought orders under the Securities Act and the Business Corporations Act to restrict certain shareholders from voting shares allegedly acquired in breach of early warning reporting requirements, to declare that a shareholder rights plan “flip‑in event” had occurred, and to invalidate a dissident proxy solicitation ahead of an annual general meeting.
The court declined to address the alleged early warning breach because the matter was already the subject of an ongoing Ontario Securities Commission investigation and had previously been withdrawn from related litigation.
Even if a breach had occurred, the court held that the discretionary remedy of prohibiting voting rights would not be appropriate given the circumstances and absence of harm to the market or shareholders.
The court also found no evidence that the respondents acted jointly or in concert in organizing the proxy solicitation or that the circular was misleading under applicable securities and corporate law regulations.
The application was dismissed.
