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BCE Inc v 1976 Debentureholders
''BCE Inc v 1976 Debentureholders'', 2008 SCC 69 (CanLII), () 3 SCR 560 is a leading decision of the Supreme Court of Canada on the nature of the duties of corporate directors to act in the best interests of the corporation, "viewed as a good corporate citizen". This case introduced the principle of fair treatment as an organizing principle in Canadian corporate law.
==Facts==
BCE Inc. was the subject of multiple offers involving a leveraged buyout, for which an auction process was held and offers were submitted by three groups. All three offers contemplated the addition of a substantial amount of new debt for which Bell Canada, a wholly owned subsidiary of BCE, would be liable. One of the offers, which involved a consortium of three investors, was determined by BCE's directors to be in the best interests of BCE and BCE’s shareholders. This was to be implemented by a plan of arrangement under s. 192 of the ''Canada Business Corporations Act'',〔(''CBCA'', s. 192 )〕 which was approved by 97.93% of BCE’s shareholders, but was opposed by a group of financial and other institutions that held debentures issued by Bell Canada. These debentureholders sought relief under the oppression remedy under s. 241 of the ''CBCA''.〔(''CBCA'', s. 241 )〕 They also alleged that the arrangement was not “fair and reasonable” and opposed s. 192 approval by the court. Their main complaint was that, upon the completion of the arrangement, the short‑term trading value of the debentures would decline by an average of 20 percent and could lose investment grade status.
抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』
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