Canada Case Law

Glencore Canada Corporation v. The Queen

Court

Tax Court of Canada

The Court found the Commitment Fee and Non-Completion Fee were inextricably linked to Falconbridge’s ordinary business operations and strategy to acquire Voisey’s Bay; applying the IKEA commercial-purpose test, the Fees were ancillary business income received in the course of earning income and therefore taxable, so the appeal is dismissed.

Source excerpt

• Characterization of receipts
• Break fees
• Income vs capital
• Section 12(1)(x) of the income tax act
• Section 3 of the income tax act
• Sections 38 and 39 (capital gains)

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Bamrah v. Waterton Precious Metals Bid Corp.

Court

British Columbia Court of Appeal

The Court of Appeal dismissed a dissenting shareholder appeal and upheld fair value at $0.61 per share, finding the chambers judge properly relied on market evidence.

• Dissenters' rights
• Fair value appraisal
• Plan of arrangement
• Expert valuation evidence
• Market-based valuation
• Shareholder approval

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Parrish & Heimbecker, Limited - Confidentiality Order

Court

Competition Tribunal

The Tribunal granted the confidentiality order because the categories of information identified (pricing, capacity, contracts, financials, business plans, internal analyses, internal investigations and other competitively sensitive material) could cause specific and direct harm if publicly disclosed; it is therefore proportionate and necessary to adopt a two‑tiered Protected Record regime (Level A and Level B) with defined access, designation and challenge procedures, redaction requirements for the public record, return/destruction obligations, and continued Tribunal jurisdiction and oversigh…

Source excerpt

• Confidentiality order
• Protected records (level a/level b)
• Discovery and disclosure
• Confidentiality undertakings
• Redaction and sealing

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Icahn Partners LP v. Lions Gate Entertainment Corp.

Court

Supreme Court of British Columbia

British Columbia Supreme Court dismissed an oppression petition arising from Lions Gate’s note-to-equity transactions, holding the Icahn Group was a bitter bidder.

• Oppression remedy
• Directors' duties
• Share issuance and dilution
• Standstill agreement
• Proxy contest / takeover defense
• Oppression-remedy

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Craigdarloch Holdings Ltd. v. Syscon Justice Systems Canada Ltd.

Court

Supreme Court of British Columbia

The court held the fee agreement was no longer operative, but awarded Craigdarloch a quantum meruit fee against the Sully defendants and dismissed the claim against the Syscon defendants.

• Finder's fee
• Brokerage commissions
• Promissory estoppel
• Novation
• Unjust enrichment
• Fiduciary duty and conflicts of interest

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Bingham v. Ashton Mining of Canada Inc.

Court

Supreme Court of British Columbia

The court dismissed a petition challenging Ashton’s amalgamation with Stornoway, holding the transaction was a going-private deal but Stornoway could vote shares acquired under the bid.

• Going private transactions
• Minority approval
• Takeover bids
• Oppression remedy
• Rule 61‑501 interpretation
• Beneficial ownership

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Superior Propane Inc. - Reasons and Order following the reasons for judgment of the Federal Court of Appeal dated April 4, 2001

Court

Competition Tribunal

The Tribunal granted a provisional order under s.100 because it concluded the statutory threshold for interim relief was met: implementation of the merger posed a real risk of harm to competition that could not be adequately remedied at final determination, and interim relief was required to preserve the Tribunal's ability to provide effective final relief.

Source excerpt

• Provisional order
• Section 100
• Section 92
• Section 104
• Interim relief

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