Single Press Release Not Sufficient To Constitute Solicitation In Context Of Proxy Battle

In circumstances where a company issues a press release defending the actions of its board against accusations by dissident shareholders, the press release will not necessarily be considered a solicitation for the purposes of section 147 and 150 of the Canada Business Corporations Act, RSC 1985, c C-44 (the "CBCA").

Smoothwater Capital Partners LP I v Equity Financial Holdings Inc., 2014 ONSC 324 ("Equity Financial")

On the same day that Equity Financial Holdings Inc. (the "Company") announced the date of its annual general and special meeting of the shareholders, the dissident shareholders, represented by Smoothwater, issued a proxy solicitation and press release openly criticizing the Company's board of directors and the timing of the meeting.