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Goodmans Publications

The Mechanics of an Ambush

April-22-2010

Area Corporate Finance and Securities, Mergers and Acquisitions, Private Equity

Summary

This memorandum provides a general overview of the significant legal considerations relevant to the replacement of directors of a corporation governed by the Canada Business Corporations Act (the “CBCA”) by way of an ambush. For the purpose of this memorandum, an ambush is characterized as the appearance at a shareholders’ meeting by a dissident shareholder, whose unannounced and unexpected purpose is to replace one or more of the corporation’s directors. Success is defined by the dissident in each case depending on the particular dissident’s circumstances and objectives. As there is no one standard of success in these circumstances it is important for a dissident to understand how an ambush works and what can be achieved. 

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