![]() ![]() We understand that all users of our site and those who engage with us for Services or to be part of Calex as an employee should be confident that their data will not be used for any purpose unintended by them, and will not fall into the hands of a third party not associated directly with Calex UK company operations. This application was heard on July 28, 2003, before Park, J., of the Alberta Court of Queen's Bench, Judicial District of Calgary, who delivered the following judgment on February 2, 2004.At Calex UK we take the protection of your privacy and confidentiality very serious. Peacock, Q.C., for the applicant, Lake & Co. Welling, Bruce L., Corporate Law in Canada: The Governing Principles (2nd Ed. 269 (Q.B.), refd to.īusiness Corporations Act, R.S.A. 338 (Q.B.), refd to.Īlberta (Treasury Branches) v. Įstoppel in pais (by conduct) - Representations - By conduct - Acquiescence. sale at agreed price, exchange of shares) at any time prior to the court fixing fair value - Accordingly, the subsequent share exchange was not invalid on that basis - Further, the agent had apparent authority to exchange shares, Beau Canada relied on that authority and the Board, rather than objecting to the transfer, sat silently by as Beau Canada relied on a valid share exchange - Accordingly, the Board's acquiescence (and the doctrine of election) estopped it from challenging the validity of the share exchange.Įlection - When applicable - General. 191) of the Alberta Business Corporations Act, triggering the Board's right to be paid fair value for its shares - The Board rejected an offer for a share exchange or a sale of the shares at the price proposed by Beau Canada - Five years after the amalgamation, the Board's agent, without directions from the Board to do so, accepted Beau Canada's offer and exchanged shares - The Board applied for an order directing that the share exchange be set aside and that the Board, as a dissenting shareholder, receive fair value as fixed by the court - The Alberta Court of Queen's Bench dismissed the application - Once the Board dissented, its rights were not limited to having the court fix the fair value of its shares - A dissenting shareholder and the corporation could withdraw its dissent and settle the matter (eg. įundamental changes and shareholders' rights - Rights of minority or dissenting shareholders - Right to valuation of shares by court - Withdrawal of - The Board beneficially owned Calex shares - Calex proposed a Special Resolution to approve an amalgamation with a Beau Canada subsidiary - The Board exercised its right of dissent under s. Accordingly, the Board's acquiescence (and the doctrine of election) estopped it from challenging the validity of the share exchange.Īuthority of agent - Apparent authority - Reliance by person dealing with agent. Further, the agent had apparent authority to exchange shares, Beau Canada relied on that authority and the Board, rather than objecting to the transfer, sat silently by as Beau Canada relied on a valid share exchange. ![]() Accordingly, the subsequent share exchange was not invalid. sale at agreed price, exchange of shares) at any time prior to the court fixing fair value. A dissenting shareholder and the corporation could still settle the matter (eg. Once the Board dissented, its rights were not limited to having the court fix the fair value of its shares. The Alberta Court of Queen's Bench dismissed the application. The Board applied for an order directing that the share exchange be set aside and that the Board, as a dissenting shareholder, receive fair value as fixed by the court. Five years after the amalgamation, the Board's agent, without directions from the Board to do so, accepted Beau Canada's offer and exchanged shares. The Board rejected an offer for a share exchange or a sale of the shares at the price proposed by Beau Canada. 191) of the Alberta Business Corporations Act, triggering the Board's right to be paid fair value for its shares. ![]() The Board exercised its right of dissent under s. Calex proposed a Special Resolution to approve an amalgamation with a Beau Canada subsidiary. The Board beneficially owned Calex shares. Lake & Co., a Partnership Registered Pursuant to the Laws of Ontario, and Donald R. In The Matter Of Section 191 of the Business Corporations Act, Chapter B-9, Statutes of Alberta and amendments thereto. ![]()
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