Paul Hayward

Pala Investments Holdings Limited and its subsidiary applied to the Ontario Securities Commission for an order to cease trade a shareholder rights plan (poison pill) adopted by the board of Neo Material Technologies Inc. in response to Pala's hostile partial take-over bid.

The Commission dismissed the application, finding that the board had acted in accordance with its fiduciary duties to protect the long-term interests of the corporation, and that an overwhelming majority of Neo's shareholders had made an informed decision to approve the rights plan in the face of the outstanding bid.

The Commission concluded it was not in the public interest to interfere with the board's decision or the shareholders' ratification at this time.

Pala Investments Holdings Limited and its subsidiary applied to the Ontario Securities Commission for an order to cease trade the shareholder rights plans of Neo Material Technologies Inc. The application was brought in the context of Pala's takeover bid for Neo.

The Commission dismissed the application, finding that the Second Shareholder Rights Plan was adopted by the Neo Board in response to the Pala Offer, was approved by an overwhelming majority of Neo shareholders, and there was no evidence of coercion or that the Board did not act in the best interests of the corporation.

The Commission concluded it was not in the public interest to grant the relief sought at this time.

The applicants sought to vary management cease trade orders (MCTOs) under section 144 of the Securities Act to permit trading in connection with a proposed going private transaction by Hollinger Inc. The Commission found that the applicants failed to demonstrate that varying the MCTOs would not be prejudicial to the public interest.

The Commission cited concerns regarding the lack of current audited financial statements, the adequacy of the independent valuation, the potential conflicts of interest in the proposed litigation trust, and evidence of undue influence exerted by related parties on the independent committee and valuator.

The applications were denied.

The applicant trade union applied for certification to represent employees at a retail store.

During the organizing drive, the employer engaged in a campaign that included daily meetings and managers repeatedly questioning employees about the union.

Crucially, management refused to answer employee questions about whether the store would close if the union was successful, which the Board found intentionally fueled employee fears for their job security.

The Board concluded that this conduct violated section 70 of the Labour Relations Act, 1995, and that the resulting representation vote did not reflect the true wishes of the employees.

The Board certified the union pursuant to section 11 of the Act.