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ARTICLE · 09 FEBRUARY 2023

When Must Boards Hold A Requisitioned Shareholders Meeting?

Osler, Hoskin & Harcourt LLP
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The Ontario Superior Court of Justice's recent decision in Sandpiper Real Estate Fund 4 Limited Partnership v. First Capital Realty Real Estate Investment Trust [PDF], 2023 ONSC 794...

CanadaCorporate/Commercial Law
Jeremy Fraiberg
Jeremy Fraiberg
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The Ontario Superior Court of Justice's recent decision in Sandpiper Real Estate Fund 4 Limited Partnership v. First Capital Realty Real Estate Investment Trust [PDF], 2023 ONSC 794, provides helpful guidance to boards as to when they must hold a requisitioned shareholders meeting and the process they should follow to ensure their business judgment is afforded the greatest degree of deference.

Background

First Capital announced an enhanced capital allocation and portfolio optimization plan on September 22, 2022 (the Optimization Plan). Sandpiper Group, an activist fund that beneficially owned approximately nine percent of all issued and outstanding units of First Capital along with a joint actor, did not have confidence in the First Capital Board of Trustees (the Board) to oversee the Optimization Plan. On December 12, 2022, Sandpiper requisitioned a special meeting of unitholders to be held no later than March 1, 2023, to remove four members of the Board

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