MIL (Investments) SARL, a company wholly owned by Jean-Raymond Boulle, together with other dissidents, were successful in a highly contested proxy battle for control of the board of directors of Diamond Fields International Ltd. (DFI), a Vancouver-based mining company.
The proxy battle began when MIL filed a dissident proxy circular and form of proxy rejecting management’s proposed re-election of the incumbent directors and nominating Boulle and four other dissidents for election to the board of directors of DFI at the annual general meeting of shareholders, which was scheduled to take place on November 21, 2002.
DFI management responded to MIL’s proposal by filing a petition with the Yukon Territory Supreme Court seeking a declaration by the court that the solicitation of proxies by the dissidents was invalid on the basis that the dissident proxy circular omitted certain material information. The court dismissed the petition and ordered that Mitchell Gropper, Q.C., be appointed to act as independent chair of the meeting. At the meeting of shareholders, more than 66 per cent of the ballots cast were in support of the dissident nominees who were all elected to the board of directors of DFI. Subsequent to the meeting, Boulle was elected chairman and CEO of DFI.
The dissident group was represented by Doug Scott, Joel Binder and Kevin Clinton (corporate) of Fasken Martineau DuMoulin LLP in Toronto, and by Michael Carroll, Q.C. (litigation) and Stuart Morrow (corporate) of Davis & Company in Vancouver. DFI was represented by Steven Robertson and Paul Goldman (corporate) of Goodmans LLP, and by Robert Taylor (litigation) of Taylor, Veinotte, Sullivan in Vancouver. Daniel Shier of Lackowicz & Shier in Whitehorse acted as Yukon counsel for DFI.