Shareholder & Corporate Disputes

Shareholder and corporate disputes can have a significant impact on a company’s profitability, growth and reputation. Choosing the right advisors makes all the difference in assessing risk, developing a strategy and resolving a dispute successfully.

Blakes is the top choice for many of Canada’s leading companies. Our Litigation & Dispute Resolution group has extensive experience in corporate and commercial litigation, and our litigators are recognized among the best business lawyers in the country.

Blakes litigators regularly appear before all levels of court in Canada, including the Supreme Court of Canada, and have been involved in precedent-setting cases related to hostile take-overs, indemnification of directors and officers, proxy contests, and directors’ duties. Our expertise is complemented by one of Canada’s largest and most experienced corporate and commercial law groups.

Specifically, we advise clients about:

Oppression Claims and Derivative Actions – Clients rely on our significant expertise in shareholder remedies and shareholder disputes litigation. Our lawyers have acted for both plaintiffs and defendants, often handling shareholder disputes involving allegations of oppression.
Change of Control Transactions, Plans of Arrangement and Corporate Reorganizations – Clients across industries frequently seek our advice about successfully completing innovative business arrangements in a timely way. We advise about change of control transactions, plans of arrangement and corporate reorganizations. Our corporate and securities litigators regularly act for companies in court-approval proceedings and have represented clients in many of the largest and most complex business arrangements in Canada. We have also successfully defended challenges to corporate arrangements and are highly regarded by the specialized judges who hear such matters.
Hostile Take-Overs and Shareholders Rights Plans – Blakes has litigated high-profile hostile take-overs and shareholders rights plans (poison pills) both for acquirers and targets. Notably, our litigators were successful in the leading Canadian hostile take-over case that dealt with issues such as crown jewels, break fees and conflicts in special committees. We also act in cases dealing with the calling of shareholders' meetings and the enforceability of non-disclosure agreements.
Share Valuation Proceedings (Dissents) – Working with our mergers and acquisitions, corporate finance, securities, regulatory and tax specialists, we provide practical and timely advice about share valuation matters and assist clients in achieving their transaction goals.

In large, document-intensive cases, we integrate leading-edge document management technology and a project management and e-discovery team to manage matters efficiently and cost-effectively.

Recent Experience

Torstar Corporation in obtaining court approval of its acquisition by NordStar Capital LP and defeating the challenge by an unsuccessful bidder and its attempt to stay the transaction.
Hudson’s Bay Company (HBC) in relation to a proposal from a group of HBC shareholders for the privatization of the company.
Canadian Real Estate Investment Trust, which is listed on the Toronto Stock Exchange (TSX), in its acquisition by Choice Properties Real Estate Investment Trust, another leading TSX‐listed real estate investment trust (REIT) that required a number of approvals, including from unitholders in both REITs, the Canadian court approving the plan of arrangement structure and the federal Competition Bureau.
Galaxy Investment Partners LLC in an arrangement involving the business combination of Bradmer Pharmaceuticals Inc., Galaxy Digital LP (subsidiary of Galaxy Investments) and First Coin Capital Corp. to form a leading new enterprise in the blockchain, digital asset and cryptocurrency space.
Rusoro Mining Ltd. in Gold Reserve Inc. v. Endeavour Financial and Rusoro Mining Ltd., a case dealing with an injunction to restrain a take-over bid.
NovaGold Resources in the successful defence of an appraisal of dissenting shareholders’ shares in the first reported case to consider the Business Corporations Act (British Columbia) dissent provisions.
Daylight Resources Trust and Daylight Energy Ltd. in an action brought by holders of debentures for payment of a C$70-million change of control premium.
Agrium Inc. in a claim that Agrium breached a change of control agreement relating to the grant of options and the valuation of those options.
Canetic Resources Inc. in the C$3.6-billion corporate arrangement in which the fairness of the arrangement was challenged in court by unitholders of Canetic.
Suncor Energy Inc. before the Alberta Securities Commission in its challenge to Canadian Oil Sands’ 120-day poison pill to prevent Suncor’s C$6-billion hostile take-over bid. Suncor challenged the poison pill and succeeded in having it cease-traded at 90 days. This was a high-profile litigation that received national media attention.
Calpine Power Income Fund and Calpine Canada Power Ltd. in an application brought by Harbinger Capital Partners Special Situations Fund LP to cease-trade the Calpine shareholder rights plan, in the context of a hostile bid by Harbinger.
GlaxoSmithKline Plc in its C$1.7-billion acquisition of ID Biomedical Corporation and challenges to the transaction made by certain warrantholders at the fairness approval hearing of the plan of arrangement.
Canadian Hydro Developers, Inc. before the Alberta Securities Commission in a hostile take-over bid and challenge to Canadian Hydro’s shareholders rights plan based on the shareholders’ prior approval of the plan. The Commission found the plan should continue for the time specified, as the shareholders’ provided prior approval and the hostile bidders were aware of the plan before making their bid.

Awards & Recognition

Blakes Corporate Litigation lawyers are recognized as leaders in their field in the current editions of the following publications:

Chambers Global: The World's Leading Lawyers for Business
Chambers Canada: Canada’s Leading Lawyers for Business
Benchmark Canada: The Definitive Guide to Canada's Leading Litigation Firms and Attorneys
The Canadian Legal Lexpert Directory
The Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada
The Lexpert Guide to the Leading US/Canada Cross-Border Litigation Lawyers in Canada
Who's Who Legal: Canada
The Best Lawyers in Canada