BlackBerry Ltd. completed an amended debt refinancing
transaction with its significant shareholder Fairfax Financial
Holdings Limited (Fairfax), on September 1, 2020, after having made
changes to the transaction terms on two separate occasions. These
included downsizing the financing from US$535 million to US$365
million as a result of minority shareholder complaints to the staff
of the Ontario Securities Commission (OSC) and the Toronto Stock
Exchange (TSX). Davies acted for the minority shareholder who
brought forward these complaints to the regulators.
BlackBerry's situation serves as an important reminder to
issuers engaged in related party transactions to ensure they comply
with TSX rules concerning the issuance of listed securities to
insiders, as well as with Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special
Transactions (MI 61-101), which provides the regulatory
framework for potential conflict of interest
