Counsel for Lions Gate Entertainment in defending oppression proceedings commenced by Carl Icahn in which Mr. Icahn sought to set aside transactions with a value of $100 million US. The case was brought on the basis that the transactions were arranged for the sole purpose of diluting Mr. Icahn in order to prevent him from successfully gaining control of Lions Gate in a contested proxy battle and hostile take over bid. The Supreme Court and Court of Appeal held that directors acted for the primary purpose of reducing the company's debt load and that they acted reasonably and in good faith and in the company's best interest. The Courts rejected the argument that the directors were required to sit by and do nothing once Icahn had announced his intention to take control. They found that the directors concerns about the takeover attempt were reasonably based.
- Royal Bank of Canada v. Swartout, MacPhail and Fagerheim, Alta Q.B., September 2, 2010
Acted for the Royal Bank in an action for recovery of damages in excess of $20 million in a failed real estate venture. The defendants argued that their contractual undertaking that the Project would be completed on time and on budget was a guarantee and subject to the Alberta Guarantees Acknowledgment Act.
Counsel for the appellant in a case dealing with the proper approach to the contractual interpretation of a commercial mortgage. The Court held that the appellant was entitled to priority over other creditors for its $1.1 million obligation
Counsel for the defendant at trial and on appeal in a case in which the plaintiff alleged entitlement to a 15 to 25% share of the net proceeds of an IPO which raised approximately $55 million on grounds of unjust enrichment, breach of a duty to negotiate in good faith and breach of fiduciary duty. The case was dismissed on the basis of the management agreement between the parties
Counsel for the defendant in a case alleging breach of an implied duty of good faith
Acted as counsel for the petitioner in a case in which orders were obtained requiring compliance with the Business Corporations Acts and preventing payment of unauthorised management fees and expenses
Acted for the applicant in a winding up action under the Business Corporations Act
Acted for the company in a case involving the application of the dissent rights provisions of the Company Act
Acted for White Spot Ltd. in the enforcement of a contract of release with a former franchisee
Acted for the plaintiff in an action in which a contract for the purchase of the Granville Island Hotel was ordered to be specifically enforced
Acted for the petitioner in a case seeking a winding up of a private company and a partnership on the just and equitable ground
Acted for shareholders in a case involving the oppression remedy and the provisions of the Company Act governing transactions between a company and its directors