You Snooze, You Lose: Court Refuses To Unwind Improperly Approved Arrangement Post-Closing

A recent decision, Taiga Gold Corp. v. Munday,¹ provides a harsh warning for anyone seeking to challenge a plan of arrangement: it will be very difficult to unwind a transaction that has closed — even if it should never have been approved by the court in the first place.

Background

In late 2021, Taiga Gold Corp. ("Taiga") sought court approval of a plan of arrangement by which SGO Mining Inc. would acquire all of the outstanding shares, warrants, and options of Taiga. As is typically the case for plans of arrangement under Canadian corporate statutes, Taiga obtained an interim order from the Court specifying terms for, among other things, the calling of a special meeting of its shareholders and their voting on the proposed arrangement.