Challenging Dissent Proceedings, Canadian Lawyer

Neill May is a contributor to Canadian Lawyer magazine.  This article first appeared in the April, 2019 issue.

Excerpt from "Challenging Dissent Proceedings":

The most recent is the decision of the Supreme Court of Yukon in Carlock v. ExxonMobil Canada Holdings ULC, in which the court considered the dissenting shareholders’ dissent from the corporate arrangement under which ExxonMobil Canada Holdings ULC acquired all the shares of InterOil Corporation. That arrangement has a well-known history. Briefly, the court approval initially given was overturned by the Yukon Court of Appeal on the basis that a high level of shareholder support for the deal was not sufficient to establish that the arrangement was “fair and reasonable” in view of the procedural “red flags” identified, including that the fairness opinion provider was paid a success fee, the fairness opinion did not address the value of one element of the consideration and did not include detailed analysis and the involvement of the conflicted CEO in board processes.