A plan of arrangement (referred to in this article as an
Arrangement) is a procedure by which a corporation is restructured
or merged with another entity to effect certain fundamental changes
to the corporation. The process involves court oversight to ensure
fairness to all stakeholders involved in the Arrangement, and the
Court must ultimately approve the proposed Arrangement. Section 192
of the Canada Business Corporations Act and the
equivalent provincial legislation (including section 193 of the
Alberta Business Corporations Act) govern
Arrangements.
To determine whether a final order for an Arrangement should be
granted, the Court must be satisfied that (a) statutory procedures
have been met, (b) the Arrangement is put forward in good faith,
and (c) the Arrangement is fair and reasonable. Determining whether
an Arrangement is fair and reasonable involves consideration of the
purpose and necessity of the Arrangement and any objections raised
in relation to the
