Proxy Battles And Oppression: Lessons From Skychain For Boards And Activists At Contested AGMs

Overview and Key Takeaways

What constitutes oppression of a dissident shareholder at a contested AGM? The British Columbia Supreme Court's ruling in Skychain Technologies offers instructive guidance for companies and activists alike.

At issue was the AGM chair's rejection of proxies representing a majority of the company's shares which if accepted would have elected the dissident's slate of directors. The Court held that oppression had occurred on both procedural and substantive grounds.

Our key practical takeaways include:

• AGM chairs should provide an explanation for important decisions they make. This explanation need not be elaborate, but should include sufficient facts and reasoning.