Managing, Mediating & Litigating Shareholder Disputes

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Shareholder disputes are one of the most common – and complex – types of disputes. To achieve the best results, counsel must have a solid and up-to-date understanding of the panoply of rights and remedies available and how best to deploy them. In particular, you need to be fully current on the scope and use of the oppression remedy; exactly how and to what extent duties (including fiduciary duties) may arise on the part of those dealing with shareholder interests; and the degree to which such duties extend to other stakeholders, including creditors. At the same time, you need to be able to react quickly with the right strategies and manoeuvres or risk jeopardizing your clients’ interests and assets.

This Osgoode Professional Development program will provide you with valuable insights into key aspects of litigating, otherwise resolving, or preventing shareholder claims and disputes.

Don’t miss this opportunity to bolster your knowledge and skills in this critical and growing area of commercial litigation practice.

Faculty

Chairs

• David S. Morritt, Osler, Hoskin & Harcourt LLP
• Allan D. Coleman, Osler, Hoskin & Harcourt LLP

• Michael E. Barrack, Thornton Grout Finnigan LLP
• Allan D. Coleman, Osler, Hoskin & Harcourt LLP
• Catherine Francis, Minden Gross LLP
• Markus Koehnen, McMillan LLP
• Adrian C. Lang, Stikeman Elliott LLP
• Dimitri Lascaris, Siskinds LLP
• Jonathan Lisus, Lax O’Sullivan Scott Lisus LLP
• Domenic Marino, Vice-President, Consulting and Deals, PricewaterhouseCoopers LLP
• Robert B. Martin, Valuations, Forensics & Disputes PricewaterhouseCoopers LLP
• Matthew Milne-Smith, Davies Ward Phillips & Vineberg LLP
• David S. Morritt, Osler, Hoskin & Harcourt LLP
• The Hon. Mr. Justice Laurence A. Pattillo, Superior Court of Justice (Ontario)
• Orestes Pasparakis, Norton Rose Canada LLP
• Randy A. Pepper, ADR Chambers
• James C. Tory, Torys LLP
• Peter Wardle, Wardle Daley Bernstein LLP

Agenda

• Managing, Mediating & Litigating Shareholder Disputes

  Original Date: December 7, 2012

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  • 9:00 am
    Welcome and Introduction from the Chairs
  • 9:05 am
    Oppression Remedy Update

    Catherine Francis, Minden Gross LLP
    David S. Morritt, Osler, Hoskin & Harcourt LLP

    • Influential oppression cases and trends in the courts’ approach
    • The key elements in proving oppression
    • How are the courts assessing “reasonable expectations”?
    • The present status of the business judgment rule
    • Creative uses of the oppression remedy
    • The value of the oppression remedy to creditors
  • 10:00 am
    Corporate Governance Considerations in Shareholder Disputes

    James C. Tory, Torys LLP
    Adrian C. Lang, Stikeman Elliott LLP

    • Key recent cases on director, officer, and employee duties
    • Who owes duties to whom, and in what capacity?
    • Fiduciary obligations among principals of closely-held companies
    • Interaction of fiduciary claims with oppression claims
    • Assessing the conduct of directors and officers
    • Conflicts of interest and due diligence requirements
  • 10:50 am
    Refreshment Break
  • 11:00 am
    Divorce for Shareholders: Managing the Closely Held Company Breakdown

    In four sessions, this distinguished faculty will review the practical and substantive points to keep in mind when shareholder relations sour. They will look at protecting individual interests while salvaging the value of the corporation, litigation practice points, and ways to potentially resolve disputes without going to court. An expert business valuator will cover key financial issues.

    Part I: Preliminary Considerations and Interim Remedies

    Markus Koehnen, McMillan LLP
    Jonathan Lisus, Lax O'Sullivan Scott Lisus LLP

    • Assessing your claims and remedies: Oppression? Fiduciary duty? Breach of the shareholders agreement? Derivative actions?
    • Assessing reasonable expectations
    • Types of conduct likely to be found oppressive
    • Managing interim relief:
    - interim management use of a monitor or inspector
    - access to books and records
    - restraining conduct, excluding parties, and other injunctive-type relief
    • Non-competition and confidentiality obligations
  • 12:00 pm
    Luncheon
  • 12:45 pm
    Part II: Advancing or Defending the Case — Pleadings, Evidence and Litigation Considerations

    The Hon. Mr. Justice Laurence A. Pattillo, Superior Court of Justice (Ontario)
    Peter Wardle, Wardle Daley Bernstein LLP

    • Practical tips and strategies for bringing or responding to an application or action for an oppression remedy
    • Developing supportive evidence and responding to damaging evidence
    • What to do if a competitive business is launched?
    • Effective presentation of your case at trial
  • 2:00 pm
    Part III: Accounting and Valuation Issues

    Allan D. Coleman, Osler, Hoskin & Harcourt LLP
    Robert B. Martin, Valuations, Forensics & Disputes PricewaterhouseCoopers LLP

    • When should you bring in a financial expert?
    • Roles for the financial expert
    • Analysis and methods for valuing the business
    • Categories of documents you should seek from opposing parties to assist your expert in preparing a valuation
    • Best approaches to developing settlement positions
  • 2:45 pm
    Refreshment Break
  • 3:00 pm
    Part IV: Preserving Enterprise Value and Resolving Issues Outside of Court

    Orestes Pasparakis, Norton Rose Canada LLP
    Randy A. Pepper, ADR Chambers

    • Dealing with personal conflicts and antagonism among parties
    • Non-judicial approaches to working around deadlock
    • Confronting management issues without disrupting business
    • Terminating employees who are shareholders
    • Using mediation to achieve resolutions outside of court
    • Is arbitration a better alternative to the Commercial List?
  • 3:30 pm
    The Future of the Business: Sales, Restructurings, and Transitions

    Michael E. Barrack, Thornton Grout Finnigan LLP

    • Structuring buyouts
    • Carve-up of the business
    • Sale of all or part of the business
    • Dealing with professional managers or receivers
    • Generational transition: the most valuable tips gleaned from experience
  • 3:30 pm
    The Future of the Business: Sales, Restructurings, and Transitions

    Michael E. Barrack, Thornton Grout Finnigan LLP

    • Structuring buyouts
    • Carve-up of the business
    • Sale of all or part of the business
    • Dealing with professional managers or receivers
    • Generational transition: the most valuable tips gleaned from experience
  • 4:15 pm
    Public Companies and Market Disclosure and Misrepresentation Actions

    Dimitri Lascaris, Siskinds LLP
    Matthew Milne-Smith, Davies Ward Phillips & Vineberg LLP

    • Oppression and stakeholder claims involving public companies
    • Recent cases and their implications, including Timminco Ltd. (limitation periods) and Canadian Solar (jurisdiction)
    • The interaction with securities regulators
  • 5:00 pm
    Program Concludes

Group Discounts

2-3 delegates: 25% off archived program fee
4-10 delegates: 30% off archived program fee
11+ delegates: 35% off archived program fee
Boardroom rates available.

Delivery

The video stream, including link to program materials will be sent to you via email as soon as payment is successfully processed.

Refunds

All sales are final. Please make all enquiries related to program content and CPD/MCLE credit hours prior to purchase. In the event you experience technical difficulties, please contact opdsupport@osgoode.yorku.ca for assistance.