In TELUS Corporation v. Mason Capital Management LLC,
2012 BCCA 403, the Court of Appeal for British Columbia
held that a shareholder does not have to be the beneficial owner of
the shares held in order to requisition a shareholders' meeting
pursuant to the British Columbia Business Corporations Act
(the "BCBCA"), and that the right to
requisition is not limited by the small size of a beneficial
owner's net financial stake in the company.
For historical reasons, TELUS Corporation
("TELUS") had two classes of shares:
common shares and non-voting shares. The non-voting shares traded
at a slight discount relative to the common shares. TELUS proposed
an arrangement to convert all non-voting shares to common shares on
a one-to-one basis, which required a two-thirds majority vote in
each share class. Following the announcement, the price
differential between the common shares and the non-voting shares
immediately narrowed.
