In corporate M & A, it is standard practice to appoint independent directors to the Fairness Committee. We know that CMM's BoD was not in compliance with the requirements for a minimum of "Canadian content" (i.e. minimum of two Canadian directors). We also know that they had ample time (several months) to correct this situation. I suspect that the recent resignation of Mr Scola was probably made to increase the Canadian "ratio" on the BoD. What I am not sure of is whether an incompletely/inappropriately constituted corporate board can enter into an M&A action. I would think not, but I am not a lawyer.

Back to the Fairness Committee membership: only one person, Mr Campoy would pass the qualification criteria (since Messrs Scola, Major & Lamarque were all Finskiy appointees, and Mr Sheridan's Law Firm does all the legal work for CMM, so none of them can be considered "independent"). Poor Mr Campoy would have had to act as a "Committee of One"! If & when we have to go court, fairness (or rather: lack of) will be one of our best issues for the judge (who, thank goodness, will be FAIR!).