The applicant sought rectification of Articles of Amalgamation following a corporate reorganization intended to occur on a tax-deferred basis.
Due to an unintended mistake, Class B shares were issued as non‑voting shares rather than voting shares, which was inconsistent with the intention of the shareholders and their professional advisors.
The application was brought on an unopposed basis and was not opposed by the Canada Revenue Agency or the Director under the Ontario Business Corporations Act.
The court found it had jurisdiction to grant rectification and was satisfied that the prerequisites for rectification due to mistake were met.
The requested relief correcting the share attributes was granted.
