A mining corporation sought an interlocutory injunction preventing major shareholders from voting their shares or soliciting proxies in an upcoming shareholder meeting, alleging breach of a confidentiality agreement and misuse of confidential information obtained during a site visit.
The dissident shareholders also sought declaratory and injunctive relief relating to the conduct of the shareholder meeting under the Business Corporations Act.
The court applied the RJR‑MacDonald test and held that while the corporation established a strong prima facie case that confidential information had been received, it demonstrated only a weak case that the information had been misused.
The balance of convenience favoured allowing the proxy contest to proceed.
The court also declined to interfere in advance with the conduct of the shareholders’ meeting, emphasizing corporate autonomy absent demonstrated impropriety.
