M. Shapiro

The defendants/plaintiffs by counterclaim brought a motion to further extend the peremptory set-down deadline of December 31, 2019.

The responding parties opposed the extension and sought to dismiss the action for delay.

The court found that the moving parties had deliberately failed to comply with the peremptory order and had not demonstrated any exceptional circumstances to justify varying it.

The motion for an extension was dismissed, and the court directed the Registrar to dismiss the action for delay.

The moving parties (defendants/plaintiffs by counterclaim) brought a motion to vary a timetable order and extend the dismissal deadline of December 31, 2018.

The responding parties opposed the extension, arguing the action should be dismissed for delay.

The Master found that while the litigation delay was significant, all parties had previously acquiesced to the leisurely pace and the responding parties had suddenly changed their position without warning.

The motion was granted, allowing a final extension of the timetable.

In the context of CCAA proceedings for U.S. Steel Canada Inc. (USSC), the applicant sought approval for Transition Arrangements with its parent company, a Business Preservation Plan involving significant cash conservation measures (including suspension of pension, OPEB, and municipal tax payments), and Amended DIP Financing.

The court approved the motions, finding that the Transition Arrangements were fair and reasonable, and that the Business Preservation Plan and DIP financing were necessary to allow USSC to continue operations and pursue a restructuring solution, despite objections from the union and municipalities regarding the suspension of benefits and taxes.

Dissident shareholders holding more than 5% of a public corporation sought orders under ss. 143 and 144 of the Canada Business Corporations Act requiring the board to call a shareholders’ meeting to remove and replace directors.

The court held the first requisition invalid because it was made by a beneficial rather than registered shareholder and failed to identify proposed director nominees.

Although a second requisition was valid, the directors were entitled to rely on the statutory exception in CBCA s. 143(3)(a) because a record date had already been fixed for an upcoming annual meeting.

While shareholders may in principle call a meeting under s. 143(4) even where a board relies on s. 143(3), the court declined to permit the proposed meeting in the circumstances due to delay by the applicants, limited prejudice from waiting for the scheduled AGM, and the costs of holding two meetings in close proximity.