2012 BCSC 1090 Northern Minerals Investment Corp. v. Mundoro ...

2012 BCSC 1090 Northern Minerals Investment Corp. v. Mundoro Capital Inc.
good faith and the reasonableness of the Policy.
[52] The petitioner also submits that advance notice policies should not be used to interfere with a proxy
contest. They rely on Accipiter Life Sciences Fund v. Helfer, 905 A. 2d., 2006 Del Ch., the Court of
Chancery of Delaware, where the court stated that:
…
In deciding whether an act is an inequitable restraint on the stockholder’s franchise, this court has
looked closely at the circumstances of each case. Obviously, our courts have been more likely to
find an action impermissible if the board acted with the intent of influencing or precluding a proxy
contest for control of the corporation. …
[53] As noted the circumstances of each case require scrutiny. The actions of the board in this instance in
creating an advance notice policy have not been shown to having been done to “influence or preclude” a
proxy contest but rather to insure that all shareholders are made aware that a proxy contest exists. No
evidence has been put forward that the directors are not behaving reasonably.
[54] On the other hand the actions of the petitioner in apparently originally planning to “hide in the weeds”
until the AGM appear to be aimed at preventing all shareholders from having notice and the opportunity to
vote in a proxy contest.
[55] For these reasons the petition is dismissed with costs to the respondent.
“Punnett J.”
http://www.courts.gov.bc.ca/jdb-txt/SC/12/10/2012BCSC1090.htm[10/22/2012 1:37:45 PM]