Murray James Braithwaite

The respondents brought a motion to stay an oppression application commenced by a significant noteholder under a corporate debt indenture.

They argued that a “no action” clause in the indenture barred the proceeding unless procedural preconditions were satisfied, including notice to the trustee and trustee enforcement.

The court held that although no‑action clauses are often interpreted broadly, their scope depends on the wording of the indenture and the trustee’s contractual powers.

Because the trustee’s enforcement authority under the indenture was limited to pursuing payment defaults, it did not extend to bringing oppression proceedings.

The applicant’s oppression claim was therefore not captured by the clause and the motion to stay was dismissed.

The corporation sought an order approving a proposed arrangement to collapse its dual-class share structure by purchasing for cancellation all outstanding Class B shares for consideration comprising 9 million newly issued Class A shares and US$300 million in cash.

The application judge approved the arrangement.

The opposing shareholders appealed, arguing the application judge erred in finding the arrangement fair and reasonable.

The Divisional Court dismissed the appeal, holding that the application judge correctly applied the BCE test.

The corporation was not required to demonstrate with certainty that the benefits of the arrangement would offset the costs, but only a reasonable prospect of clearly identified benefits.

The affirmative vote of the Class A shareholders was important evidence supporting the fairness of the arrangement.

Staff of the Ontario Securities Commission brought a hearing under section 127 of the Securities Act regarding Magna International Inc.'s proposed plan of arrangement to collapse its multiple voting share structure.

Staff alleged the management information circular lacked sufficient information and the transaction was contrary to the public interest.

The Commission found the proposed transaction was not abusive, but concluded the circular failed to provide shareholders with sufficient disclosure to make an informed decision, particularly given the lack of a board recommendation and the transaction's nature as a related party transaction.

The Commission ordered that the circular be amended to include specific material information, including financial analysis and alternatives considered by the special committee, before the shareholder vote could proceed.

Following the dismissal of the Canadian Public Accountability Board's preliminary motion to quash an application for judicial review, the Certified General Accountants Association of Canada sought its costs.

The court considered the factors under Rule 57.01, noting the complexity and importance of the issues, but found the requested amount of over $70,000 to be excessive for a one-day motion.

Costs were fixed at $35,000 plus disbursements on a partial indemnity scale.

The respondent, Canadian Public Accountability Board (CPAB), brought a motion to quash an application for judicial review initiated by the applicant, Certified General Accountants Association of Canada (CGA-Canada).

CPAB argued that the Divisional Court lacked jurisdiction because CPAB exercises no statutory powers, that CGA-Canada lacked standing, and that declaratory relief would serve no useful purpose.

The court dismissed the motion to quash, finding that despite lacking statutory powers, CPAB operates as a public body with a public mandate to oversee the auditing of public companies, making it subject to judicial review.

The court also found that CGA-Canada had standing and that declaratory relief could serve a useful purpose.

The appellant challenged a securities disciplinary process on the basis that the appointment of the hearing panel created a reasonable apprehension of bias.

The court held that the tribunal's practice was only one of many factors in assessing whether the necessary degree of independence existed.

In the self-regulatory context, the circumstances were materially different from the authority relied on by the appellant.

The appeal was dismissed with costs.