Oliver Wookey

The applicant minority shareholder sought remedies for alleged oppression by the respondents, claiming they concealed conflicts of interest in related-party transactions.

The parties agreed that the respondents should buy out the applicant's shares, but disputed the valuation and whether the applicant was subject to Canadian economic sanctions against Russia due to its principals' ties to a sanctioned Russian entity.

The court found no oppression, as the applicant knew or ought to have known of the overlapping ownership.

The court set the buyout value based on the midpoint of the experts' market approaches and applied a 10% minority discount.

However, finding considerable evidence that the applicant might be subject to sanctions, the court ordered that no payment be made until Global Affairs Canada rules on the sanctions issue.

The appellant appealed a decision recognizing and enforcing a foreign arbitral award from the Dubai International Financial Centre.

The appellant argued the application judge erred under Article V 1(d) of the Convention by considering Dubai law to determine the applicable arbitral procedure, rather than strictly applying the rules specified in the parties' agreement.

The Court of Appeal dismissed the appeal, finding the application judge correctly interpreted the agreement as incorporating amended rules and properly considered Dubai law to determine what those amended rules were.

The court also rejected arguments that the procedure was unfair or contrary to public policy.

The Ontario Securities Commission alleged that TeknoScan Systems Inc. and three of its officers and directors perpetrated a securities fraud and made misleading statements to investors regarding a share purchase transaction.

The Capital Markets Tribunal found that the respondents perpetrated a fraud on preferred shareholders who opted into the transaction by omitting fundamental and essential facts from a notice, rendering it objectively dishonest and misleading.

The Tribunal also found that TeknoScan made a materially misleading statement to shareholders, and that the individual respondents authorized, permitted, or acquiesced in this breach.

Allegations of making misleading statements to the Commission were dismissed.