How long do Boards have to hold a meeting
requisitioned by a shareholder?
That is a question clients often ask, and the answer is
typically something like “within a reasonable timeframe of
typically less than 6 months”. Given this range can involve
half of a Company's calendar/fiscal year, and two entire
quarters, you can excuse clients – dissidents and issuers
aside – from being far from satisfied with that answer.
Interestingly, the Ontario Superior Court of Justice's
decision in
Sandpiper Real Estate Fund 4 Limited Partnership v. First
Capital Realty Real Estate Investment
Trust (“First
Capital”) sheds some light on
this very question while seemingly curbing the bounds of board
discretion. In essence, while the court left the timing of meetings
to the business judgment of directors, it found that such judgment
must be reasonable. In this case, that meant ordering an earlier
meeting three and a half months after requisition – as
opposed to the 5 month
