Blumberg Segal LLP

Blumberg Segal LLP
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October 26, 2015 | By: Ronald Segal

No Minority Discount Applied in Case of Compulsory Purchase of Shares of Minority Shareholders

In a recent decision, the Ontario Superior Court of Justice has held that where majority shareholders are ordered to purchase all the shares of the minority shareholders, a minority discount should not be applied to reduce the purchase price for the shares.

March 01, 2014 | By: Ronald Segal

Shotgun Buy-Sell Offers: When They Will Be Enforced ... And When They Won’t

In the recent decision in Western Larch Limited et al. v. Di Poce Management Limited et al, the Court of Appeal for Ontario has ruled that, to be enforceable, a shotgun buy-sell offer must comply strictly with the shotgun provision in the authorizing agreement, but has also ruled that strict compliance is not perfect compliance.  The Court of Appeal ruled that, in deciding whether a shotgun buy-sell offer meets the strict compliance test, the commercially reasonable expectations of the parties in all the circumstances must be considered.