Fair Value As Windfall? Not So Fast.

The Yukon Court of Appeal overturned the Supreme Court of Yukon's reliance on a speculative discounted cash flow proxy for fair value in favour of the more commonly used market transaction price.  

• The Yukon Court of Appeal ("YKCA") released its reasons overturning the trial judgement of the Yukon Supreme Court on February 7, 2020.
• As previously noted by the authors, the trial court's undue emphasis on prior, otherwise rectified, governance flaws to justify the unsuitability of the transaction price as a proxy for fair value was problematic and ultimately determined to be in error.
• The prior governance shortcomings supported the conclusion only that the fairness and reasonableness of the transaction had not been demonstrated, not that the transaction itself was actually unfair or unreasonable. As such, the transaction value borne of a flawed governance process could still be resurrected as a proxy for fair value to the extent the flaws were addressed, as