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Message: Canadian Shareholders Rights

Canadian corporate statutes allow shareholders holding at least 5% of the issued shares of a corporation to require directors to convene a shareholder meeting for a broad range of purposes relating to the business of the corporation so long as they respect certain prescribed criteria. After receiving a requisition from a shareholder or a group of shareholders, the directors of a company have 21 days to call the meeting. If the directors fail to do so within the 21 days, any shareholder who signed the requisition may call the meeting on its own. In practice, if the resolutions they put forward are passed, the corporate statutes entitle the shareholders to reimbursement from the corporation for all expenses incurred in relation with the meeting. While the appetite for using this mechanism is increasing, it does involve additional costs and disruptions for the company, and absent a pressing need, may risk being perceived negatively by other shareholders and constituents. Shareholders should also be aware that although they have the power to initiate this process, it is the company itself that will have the opportunity to control the notice of meeting and proxy circular, including the manner by which the matters at issue are disclosed to shareholders, and the reasons that directors are recommending against the matters raised. Shareholders will therefore need to anticipate the potential need to take more extensive steps to succeed, including engaging in active proxy solicitation.

I wonder if this could be used to force a proper independent valuation of the two companies and of the fainess of the proposed merger?

http://www.osler.com/NewsResources/Details.aspx?id=3005

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