McLeod Law

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300, 14505 Bannister Road SE
Calgary, AB T2X 3J3

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Centennial Place, West Tower
Suite 2110, 250 – 5th Street SW
Calgary, AB T2P 0R4

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Notable Work

Defending against a minority shareholder

Smoothwater Capital Corporation v. Marquee Energy Ltd

Spencer Chimuk successfully represented Alberta Oilsands Inc. (AOS) in their defense from an appeal by their minority shareholder, Smoothwater Capital Corporation (Smoothwater). Smoothwater’s goal was to prevent the merger of AOS and Marquee Energy Ltd. (Marquee) from proceeding. They also wanted AOS to issue a cash distribution to its shareholders, which of course included Smoothwater.

The Court of Appeal determined that Smoothwater did not have any rights to vote on the proposed plan of arrangement.

This case involved the business judgement rule. A ruling in favour of Smoothwater would have had a major impact on Canadian business law because it would mean that a minority shareholder of a company other than the party being “arranged” under the Business Corporations Act would have voting rights.

Details

Substantial work was done to review established principles of business law and shareholder rights. We helped our client navigate a very complex, technical dispute on an urgent timeline.
This challenging legal work was accomplished while Smoothwater was using the pressure of the media and investor websites.

Trial Results

The Court of Appeal determined that Smoothwater did not have any rights to vote on the proposed arrangement of Marquee or otherwise prevent the closing of a legitimate business transaction.

After succeeding on appeal, AOS and Marquee were able to negotiate a successful settlement of Smoothwater’s opposition to the transaction and the deal closed as intended with full court approval.

In the end, AOS successfully merged with Marquee, with $35 million of capital from AOS to be invested into Marquee’s oil and gas assets for further development.

Back to Notable Work

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