The Securities Commission granted an exemption to a corporation from the requirement to obtain separate minority approval for each class of its voting shares in a special transaction. The exemption was based on the fact that the multiple voting shares represented less than 1% of the aggregate voting rights and were intended to be identical to subordinate voting shares except for voting rights. There was no difference in interest between the holders of each class of shares regarding the proposed transaction, and they were not affected differently.
Safeguards included a fairness opinion, and the applicable corporate statute and the corporation’s constating documents provided that shareholders would vote as a single class except in certain circumstances not present in the proposed transaction.
The decision was made under the authority of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, specifically sections 8.1(1) and 9.1(2). The exemption was conditional upon the corporation holding a special meeting for disinterested shareholders to vote as a single class and providing an information circular that disclosed the exemption.