Home » BLOG » Lawyers clash at hastily called OSC hearing to discuss shareholder Catalyst’s complaint over Corus-Shaw deal

Lawyers clash at hastily called OSC hearing to discuss shareholder Catalyst’s complaint over Corus-Shaw deal

Catalyst, a vocal critic of the Corus-Shaw transaction, has requested that the OSC require Corus to correct what it refers to as "materially misleading disclosure defects" that have been made in documents sent to shareholders.

Lawyers clashed Friday afternoon in a hastily called regulatory hearing as dissident investor Catalyst Capital Group Inc. launched an 11th hour bid to delay next week’s shareholder vote on Corus Entertainment’s proposed $2.65-billion takeover of Shaw Media.

Catalyst alleges Corus made “material misstatements” within the information that was presented to shareholders concerning the financial underpinnings and benefits of the proposed transaction. It wants the OSC to buy that Wednesday’s vote be postponed until later this month.

Robert Staley of Bennett Jones LLP, counsel for Catalyst, told the hearing the application is designed only to correct the disclosure issues, not to interfere with the transaction.

“It’s not Catalyst’s intention to prevent shareholders from getting a vote around the transaction,” he explained as the hearing got underway.

Lawyers for Corus and Shaw weren’t buying any of that. They try to shut the hearing down as quickly as possible therefore the Wednesday vote can proceed.

“One lone shareholder shouting in the wilderness does not a public interest make,” said Larry Lowenstein, someone with Osler, Hoskin & Harcourt LLP, who appeared with respect to Corus.

“Not really a single other shareholder has expressed concerns to Corus,” he said. “The information is on the market inside a fair process. It’s time for shareholders to vote.”

Friday’s fireworks were only the start. The hearing came together so quickly on Friday that the OSC panel hearing the situation hasn’t even had a chance to see whether Catalyst has got the technical legal right to launch the situation.

Indeed, Lowenstein’s point about Catalyst being that “lone shareholder shouting in the wilderness” is among the issues the panel needs to consider when it reconvenes Monday.

Pamela Foy, a staff counsel using the OSC, argued prior to the panel there was reason to wonder if Catalyst had the right to bring the general public interest complaint.

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