Certain Shareholders of Crew Gold Corporation v. Crew Gold Corporation

Certain Shareholders of Crew Gold Corporation v. Crew Gold Corporation

The appeal is allowed. The Court held that statutory dissent rights under s.193(4) require registered shareholder status and the chambers judge erred in relieving the respondents of that requirement. The existing judicial exceptions are strictly limited to cases of material misrepresentation or estoppel by the corporation; neither ground was established. Crew provided clear, accurate materials and properly directed beneficial owners to intermediaries and advisors; the respondents' failure to register cannot be imputed to Crew. Relief of this kind is for the legislature, not the courts to expand beyond the narrow exceptions.

Citation
2012 YKCA 9
Parties
Respondents (petitioners): Certain Shareholders of Crew Gold Corporation (Jostein Matre, Rolf Matre, Bjorn Bremnes, Bjorn Rygge, Cahe Finans As, Dag Vidar Lorgen, Davilo Nuf, Frank Holmen, Geir Atle Leirvik, Gunnar H. Eide, Hans Petter Trondsen, Harald Lindahl, Marius Husby, Otto Bragge, Rune Sagebakken, Simon Brendhagen Jensen, Sky High Risk As, Stiftelsen P22, Thure Trykk As); Appellant (respondent): Crew Gold Corporation
Court
Yukon Court of Appeal
Jurisdiction
Canada
Judgment Date
12 October 2012
Procedural Posture
Corporate Arrangement/dissent Appeal / Appeal to Court of Appeal for Yukon; Final Judgment on Appeal
Outcome
Appeal allowed; petition dismissed
Legal Topics
Dissent Rights, Registered Shareholder, Beneficial Owner, Plan of Arrangement, Misrepresentation, Estoppel, Notice and Disclosure
Source Language
English
Corporate Law Securities Regulation Equity/estoppel Dissent Rights Registered Shareholder Beneficial Owner Plan of Arrangement Misrepresentation +2 more

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Parties

Certain Shareholders of Crew Gold Corporation (Jostein Matre, Rolf Matre, Bjorn Bremnes, Bjorn Rygge, Cahe Finans As, Dag Vidar Lorgen, Davilo Nuf, Frank Holmen, Geir Atle Leirvik, Gunnar H. Eide, Hans Petter Trondsen, Harald Lindahl, Marius Husby, Otto Bragge, Rune Sagebakken, Simon Brendhagen Jensen, Sky High Risk As, Stiftelsen P22, Thure Trykk As)

Respondents (petitioners)

Crew Gold Corporation

Appellant (respondent)

Procedural Posture

Corporate Arrangement/dissent Appeal / Appeal to Court of Appeal for Yukon; Final Judgment on Appeal

Legal Issues

  1. 1 Whether beneficial shareholders who are not registered can be relieved from the statutory registration requirement to exercise dissent rights under s.193(4) of the YBCA
  2. 2 Whether the corporation's communications or conduct constituted a misrepresentation or estoppel sufficient to expand the narrow judicial exceptions to permit beneficial owners to dissent without registration
  3. 3 Whether the chambers judge correctly applied and/or expanded the limited judicial exceptions established in Calex and Genevest

Ratio Decidendi

The appeal is allowed. The Court held that statutory dissent rights under s.193(4) require registered shareholder status and the chambers judge erred in relieving the respondents of that requirement. The existing judicial exceptions are strictly limited to cases of material misrepresentation or estoppel by the corporation; neither ground was established. Crew provided clear, accurate materials and properly directed beneficial owners to intermediaries and advisors; the respondents' failure to register cannot be imputed to Crew. Relief of this kind is for the legislature, not the courts to expand beyond the narrow exceptions.

Court Disposition

Appeal allowed; petition dismissed

Orders

  • Appeal allowed
  • Petition dismissed