U.S. Steel Canada Inc. (Re), 2016 ONCA 68

Case Summary

In a CCAA restructuring proceeding, stakeholders sought disclosure of a settlement agreement between U.S. Steel, its Canadian subsidiary, and the Attorney General of Canada regarding undertakings under the Investment Canada Act. The CCAA judge held that the agreement was entirely privileged under s. 36 of the ICA. On appeal, the Court of Appeal found that while s. 36(5) protects the Crown from being compelled to disclose the agreement, this protection does not extend to the private corporations. The appeal was allowed, and the issue of whether common law settlement privilege barred disclosure was remitted to the CCAA judge.

In the Matter of a Proposed Plan of Compromise or Arrangement with Respect to U.S. Steel Canada Inc.

Ontario Reports

Court of Appeal for Ontario,

Hoy A.C.J.O., Blair and Lauwers JJ.A.

January 26, 2016

128 (3d) 458

2016 ONCA 68

[Indexed as: U.S. Steel Canada Inc. (Re)]

Case Summary

Evidence — Privilege — Statutory privilege — U.S. Steel giving undertakings to Minister of Industry when it purchased Canadian steel company — Attorney General of Canada later taking position that U.S. Steel had breached undertakings and filing application under Investment Canada Act ("ICA") for order requiring U.S. Steel to comply with undertakings — Parties entering into settlement agreement in which U.S. Steel provided new undertakings — Canadian company subsequently granted protection under Companies' Creditors Arrangement Act ("CCAA") — Stakeholders in CCAA proceedings moving for disclosure of contents of settlement agreement — CCAA judge erring in finding that disclosure was barred by s. 36 of ICA — Exception to privilege regime in s. 36(4)(b) of ICA applying to U.S. Steel and Canadian company — Exception created by s. 36(5) of ICA to exception in s. 36(4)(b) only applying to minister and government employees and not protecting U.S. Steel and Canadian company from being required to disclose information contained in settlement agreement — Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-

U.S. Steel Canada Inc. (Re), 2016 ONCA 68

Case Summary

In the Matter of a Proposed Plan of Compromise or Arrangement with Respect to U.S. Steel Canada Inc.

Case Summary

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Counsel

Parties

Areas of Law

Fact Patterns

Issues

Statutory Provisions 3

Legal Tests 1

Legislation 3