Overview
In Weyburn Inland Terminal Ltd. v The Director of
Corporations for Saskatchewan, 2014 SKQB 46, the Court of
Queen's Bench for Saskatchewan ordered dissident shareholders
of Weyburn Inland Terminal Ltd. (the
"Company") to revise their proxy
circular which suggested how shareholders should vote but
not why they should vote against a certain transaction
proposed by the Company. However, the Court did not go the extra
step of disallowing proxies which had been obtained pursuant to the
deficient circular.
Discussion
The Company called a special meeting of shareholders (the
"Meeting") in order to obtain approval
for a plan of arrangement with respect to a sale of all the
outstanding shares of the Company (the
"Plan"). Certain of the Company's
shareholders and former directors (the
"Dissidents") opposed the Plan and began
soliciting proxies for the Meeting. The Dissidents' proxy
circular (the "Circular") stated that
its purpose was to solicit votes against
