Post by congregatio on Apr 9, 2016 2:20:02 GMT 4
Under Canadian corporate law statutes, a "sale, lease or exchange of all or substantially all of the property of a corporation other than in the ordinary course of business of a corporation" requires special majority shareholder approval, being not less than two-thirds of the votes cast by shareholders who vote in respect of the resolution. In transactions involving a significant portion of a corporation's assets or high-value property, the question of what constitutes "all or substantially all" of a corporation's assets may not be as simple as it appears.
Courts look at the question from both a quantitative and a qualitative perspective, with the goal of determining whether the transaction "strikes at the heart of the corporate existence and purpose" of the corporation, or whether the sale would "effectively destroy the corporate business."
Courts look at the question from both a quantitative and a qualitative perspective, with the goal of determining whether the transaction "strikes at the heart of the corporate existence and purpose" of the corporation, or whether the sale would "effectively destroy the corporate business."