Special committee of Unique Broadband Systems successful in adjourning annual meeting

Unique Broadband Systems, Inc., a public company, had established a special committee of its independent directors composed of the Right Honourable John N. Turner, the Honorable William Rogers , Edward Neufeld and Patrick Lavelle. That committee was considering a merger transaction and other options with a view to maximizing shareholder value. The remaining director, Alex Dolgonos (who was both the founder of the company and, with his family, the major shareholder) brought an oppression claim against the independent directors alleging that the possible transaction was improperly intended to dilute his shareholdings. As well, Mr Dolgonos alleged that the special committee members were guilty of conspiracy and sought substantial damages from them personally.

The independent directors were successful in obtaining a unique court ordered adjournment of the company's annual meeting pending an expedited trial of issues raised by both the controlling shareholder and the independent directors.

On February 7, 2002, the litigation was settled on the basis of mutual releases and on the basis that neither the independent directors nor Mr. Dolgonos would continue as UBS directors.

The independent directors looked to Jon Levin, Richard Johnston (corporate), Robert Harrison, Peter Downard, and Richard Swan (litigation) of Fasken Martineau.