Topic: Shareholder disputes

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Delaware Supreme Court holds Delaware corporations can adopt federal-forum selection provisions

By Gerard G. Pecht, Peter A. Stokes and Trevor G. Pinkerton on March 23, 2020 Posted in Other developments, Shareholder disputes

On March 18, 2020, the Delaware Supreme Court reversed the Delaware Court of Chancery and held that Delaware corporations can adopt federal-forum selection provisions (FFPs) requiring that claims arising under the federal Securities Act of 1933 (1933 Act) be brought in federal court. The case is styled Salzberg et. al v. Sciabacucchi, No. 346, 2019, … Continue reading

Yukon Court of Appeal reinstates transaction price as fair value of shares

By Sophie Melchers, Steven Leitl and Julie Lacourcière on March 11, 2020 Posted in Other developments, Shareholder disputes

The Yukon Court of Appeal recently allowed an appeal from a Supreme Court decision that awarded dissenting shareholders US$71.46 per share as fair value of their InterOil shares, a 43% premium over the transaction price of US$49.98. The trial court decision had generally been viewed as an outlier in fair value case law, given that … Continue reading

When is a Foreign Issuer a “Responsible Issuer” for the Purpose of Part XXIII.1 of the Ontario Securities Act?

By Linda Fuerst on September 20, 2017 Posted in Cross border issues, Shareholder disputes

In Yip v. HSBC Holdings plc et al., 2017 ONSC 5332, Justice Perell was called upon to determine the jurisdictional reach of the Ontario courts to protect Canadian and foreign investors when the defendant is a foreign corporation whose shares do not trade on a Canadian stock exchange. Yip, an Ontario resident who purchased shares … Continue reading

Alberta Securities Commission declines to exercise public interest jurisdiction to terminate soliciting dealer arrangement in proxy fight

By Linda Fuerst and Jacob Wilson on August 2, 2017 Posted in Securities regulatory decisions, Shareholder disputes

In its recent PointNorth Capital Inc. decision, the Alberta Securities Commission (ASC) was called upon to consider the appropriateness of a soliciting dealer arrangement that had been entered into by the issuer, Liquor Stores N.A. Ltd., in the context of a proxy fight. The arrangement was intended to address management’s constrained ability to solicit proxies … Continue reading