Lexpert presents the 10 most significant judicial rulings affecting the business community annually. The top 10 are determined through a nomination process and consultation with Canada’s leading litigators. The cases must have been released between October 1, 2024, and September 30, 2025. Culminating in decisions by Canada’s appellate courts, this year’s top 10 cases set precedents or clarified nuances on issues like residency requirements under provincial class action rules, data privacy, the jurisdiction of specialized courts, and available remedies to patent holders. In no particular order, here are the cases that have made the most significant impact in 2025 so far.
Sanis Health Inc. v. British Columbia, 2024 SCC 40
The Supreme Court of Canada has upheld British Columbia’s legislation enabling a national class action against opioid manufacturers and distributors, clearing the path for multiple governments to pursue collective recovery of healthcare costs.
In a 6-1 decision, the court ruled that s. 11 of BC’s Opioid Damages and Health Care Costs Recovery Act validly creates a procedural mechanism allowing BC to act as representative plaintiff on behalf of other Canadian governments who choose to participate. The legislation permits federal, provincial, and territorial governments to join the litigation on an opt-out basis, consolidating claims across jurisdictions while maintaining each government’s substantive legal rights under its laws.
Pharmaceutical companies challenged the provision as unconstitutional, arguing it impermissibly extended BC’s legislative authority beyond its territorial boundaries. However, the majority found the provision falls within BC’s constitutional authority over administration of justice and maintains a meaningful connection to the province through the voluntary participation of other governments.
“Today marks a significant victory in our fight against the opioid manufacturers and distributors as BC can now proceed on behalf of the federal, provincial, and territorial governments to recover the cost of treating opioid-related disease allegedly caused by the industry’s wrongful conduct following the Supreme Court of Canada ruling,” said BC Attorney General Niki Sharma when the judgment was released. “We are holding multinational pharmaceutical companies accountable for their role in the public health emergency declared in 2016 that has taken the lives of countless people and impacted many families. Our government will continue this fight on behalf of its citizens and all people of Canada until a final resolution is reached and encourage the defendants to consider their role in the ongoing opioid crisis and to work collaboratively with the government of BC to make amends.”
The decision represents significant precedent for multi-jurisdictional class actions addressing national crises. Nearly all Canadian provinces and territories have enacted similar opioid recovery legislation and indicated their intention to participate in the BC proceeding.
CLIENTS > FIRMS > LAWYERS
Sanis Health Inc. and Shoppers Drug Mart Inc. > Osler, Hoskin & Harcourt LLP > W. David Rankin and Ankita Gupta
Sandoz Canada Inc. > Fasken Martineau DuMoulin LLP > Peter J. Pliszka, Andrew Borrell, and Tom Posyniak
McKesson Canada Corporation > Davies Ward Phillips & Vineberg LLP > Sandra A. Forbes and Chanakya A. Sethi
His Majesty The King in Right of the Province of British Columbia > CFM Lawyers LLP, Attorney General of British Columbia > Reidar M. Mogerman, K.C., Katie I. Duke, and Emily Lapper
Attorney General of Canada > Department of Justice Canada, National Litigation Sector > Christine Mohr and Michelle Kellam
Attorney General of Ontario > Attorney General of Ontario, Constitutional Law Branch > Ryan Cookson and S. Zachary Green
Attorney General of Quebec > Bernard, Roy (Justice-Québec), Direction du contentieux de Montréal, Direction générale du contentieux du Procureur général du Québec, Sous-ministériat des affaires juridiques, Montréal; Ministère de la Justice du Québec, Direction du droit constitutionnel et autochtone, Québec > Pierre-Luc Beauchesne, Marie-Catherine Bolduc, and Laurie Anctil
Attorney General of Nova Scotia > Attorney General of Nova Scotia, Legal Services > Agnes MacNeil, K.C. and Edward A. Gores, K.C.
Attorney General of New Brunswick > Attorney General of New Brunswick, Legal Services, Constitutional Group > Véronique R. Guitard and Rose Campbell (written submissions only)
Attorney General of Manitoba > Manitoba Justice, Legal Services Branch > Michael Bodner
Attorney General of Prince Edward Island > Department of Justice and Public Safety > Caroline Davison and Michael Fleischmann (written submissions only)
Attorney General of Saskatchewan > Government of Saskatchewan > Noah Wernikowski and Justin Stevenson
Attorney General of Alberta > Alberta Justice, Constitutional and Aboriginal Law > Brooklyn LeClair
Attorney General of the Northwest Territories > Government of the Northwest Territories, Legal Division > Mark Ishack and Thomas Wallwork (written submissions only)
Attorney General of the Yukon Territory > Department of Justice, Legal Services Branch > I.H. Fraser (written submissions only)
Groupe Jean Coutu (PJC) Inc. and Pro Doc Ltd. > Miller Thomson LLP > Roger J.F. Lepage and Fadi Amine
Aquino v. Bondfield Construction Co., 2024 SCC 31 and Scott v. Golden Oaks Enterprises Inc., 2024 SCC 32
In these two cases, the Supreme Court of Canada clarified corporate attribution in insolvency-related recovery and its interaction with s. 96 and limitations analysis, which had direct implications for trustees, monitors, and creditors.
In Aquino, the court confirmed that a transfer-at-undervalue claim under s. 96(1)(b)(ii)(B) can succeed “even if the debtor was not insolvent” at the time, with intent often inferred via recognized “badges of fraud.” It directed that corporate attribution be applied “purposively, contextually, and pragmatically” and held that the traditional “fraud” and “no benefit” exceptions do not apply to s. 96 claims. This approach enables recovery of fraudulently transferred assets that diminished the estate, reinforcing creditor protection.
Commenting on the practical effect, Torys LLP partner Jeremy Opolsky said the ruling “is going to make it easier for insolvent companies to collect on behalf of their creditors from corporate insiders who defraud,” adding: “The reason why we have a corporate attribution or corporate identification doctrine is that corporations don’t have a mind of their own. They act through people. They think through people.” He framed the core inquiry: “What does a company know? What does it think? What does it mean? What does it intend?” and emphasized, “What this case says is, the starting point for that consideration is not a rigid test, but instead, you have to look at why you’re asking the question in the first place.”
In Scott, the court confirmed that these attribution principles “apply to one-person corporations” and upheld judicial discretion to refuse attribution where it would undermine the purposes of the limitations and bankruptcy regimes; the trustee’s actions were “not statute-barred.” The court also concluded that investors “cannot rely on the principles of” equitable set-off, and that certain referral agreements were “illegal contracts at common law.”
As Charles Daoust, a founding member of David | Sauvé LLP, observed, “It is a disappointing result for our clients, all of whom were victims and lost money in the Ponzi scheme and have been involved in this litigation for close to a decade.” He added, “More generally, the court’s answers to the question left open in Deloitte in relation to the corporate attribution doctrine are not as reassuring as we would have hoped. The result is a more flexible approach, but as with other areas of the law, an approach of this nature often introduces some uncertainty into the law.”
CLIENTS > FIRMS > LAWYERS
Aquino v. Bondfield Construction Co., 2024 SCC 31
John Aquino; 2304288 Ontario Inc.; Marco Caruso; Giuseppe Anastasio, also known as Joe Ana; and Lucia Coccia, also known as Lucia Canderle > Law Office of Terry Corsianos; Corsianos Lee, Vaughan > Terry Corsianos, George Corsianos, and Jacob Lee
Ernst & Young Inc., in its capacity as Court-Appointed Monitor of Bondfield Construction Company Limited > Cassels Brock & Blackwell LLP and Norton Rose Fulbright Canada LLP > Alan Merskey and Stephen Taylor
KSV Kofman Inc., in its capacity as Trustee in Bankruptcy of 1033803 Ontario Inc. and 1087507 Ontario Limited > Torys LLP > Jeremy Opolsky and Alex Bogach
Attorney General of Ontario > Ministry of the Attorney General – Crown Law Office – Civil > Dona Salmon and Jennifer Boyczuk
Insolvency Institute of Canada > Davies Ward Phillips & Vineberg LLP > Natasha MacParland, Chanakya A. Sethi, Rui Gao, and J. Henry Machum
Scott v. Golden Oaks Enterprises Inc., 2024 SCC 32
Lorne Scott, Janet Arsenault, Jeremy Mitchell, Josée Bouchard, Le Thu Nguyen, Mark McKenna, Judy McKenna, Susan McKillip, 1531425 Ontario Inc., Joe Messa, and Ernest Toste > David | Sauvé > Charles R. Daoust
Doyle Salewski Inc., in its capacity as Trustee in Bankruptcy of Golden Oaks Enterprises Inc., and Joseph Gilles Jean Claude Lacasse > Chaitons LLP, Torkin Manes LLP > Harvey G. Chaiton, Doug Bourassa, and Laura Culleton
Attorney General of Ontario > Ministry of the Attorney General – Crown Law Office – Civil > Dona Salmon and Jennifer Boyczuk
Insolvency Institute of Canada > Davies Ward Phillips & Vineberg LLP > Natasha MacParland, Chanakya A. Sethi, Rui Gao, and J. Henry Machum
The Republic of India faced enforcement proceedings in Quebec following international arbitration awards totalling US$111 million from India’s 2011 termination of a satellite spectrum agreement with Devas Multimedia Services. After the Permanent Court of Arbitration ruled in 2016 and 2020 that India was liable for illegal expropriation, investors CCDM Holdings, Devas Employees Fund US, and Telcom Devas sought to enforce the awards globally. In Quebec, they obtained ex parte seizure orders in November 2021 against funds belonging to the Airport Authority of India (AAI) held by the International Air Transport Association (IATA) in Montreal. India and AAI challenged these seizures, claiming state immunity and arguing that Quebec’s newly enacted International Air Transport Association Act exempted the funds from seizure.
The Quebec Court of Appeal delivered a groundbreaking decision in December 2024, ruling that India explicitly waived its jurisdictional immunity by ratifying the New York Convention and agreeing to arbitration under its bilateral investment treaty with Mauritius. The court held this waiver extended to both arbitration proceedings and subsequent enforcement actions in domestic courts. Significantly, the court ruled that judges may authorize pre-judgment seizures before deciding immunity issues on the merits, preserving the conservatory nature of such measures while preventing asset dissipation.
“This decision from the Court of Appeal of Quebec is not only a significant win for the Devas investors in their worldwide enforcement efforts against India but also a landmark decision insofar as this is the first time a Canadian appellate court considers the novel issues of the waiver exception under the SIA and of whether the SIA prevents ex parte seizure before judgment against foreign states. It is also the first time that an appellate court opens the door to the possibility of executing a foreign state debt against the assets of an alter ego of the foreign state,” said Karine Fahmy of Borden Ladner Gervais LLP.
Claude Morency of Dentons Canada LLP noted that “the cases involve intricate matters of private international law and public international law, notably encompassing issues of state immunity and the application of a private Bill enacted at the request of IATA which limits the seizures of money held by IATA on behalf of participants to its financial services,” underscoring the decision’s complexity and precedential value for international arbitration enforcement.
CLIENTS > FIRMS > LAWYERS
The Republic of India > Stikeman Elliott LLP > Éric Mongeau, Patrick Girard, Vincent Lanctôt-Fortier, Marianne Bastille-Parent
CCDM Holdings, LLC, Devas Employees Fund US, LLC, TELCOM Devas, LLC > Borden Ladner Gervais LLP > Mathieu Piché-Messier, Karine Fahmy, Amanda Afeich, and Dayeon Min
Airport Authority of India > Davies Ward Phillips & Vineberg LLP > Corey Omer, William Brock, Éloïse Noiseux, and Natalia Koper
Air India Limited > Woods LLP > Ioana Jurca and Marc-Antoine Côté
International Air Transport Association > Dentons Canada LLP > Claude Morency, Anthony Rudman, Stéphane Beaulac, and Alexander Little
Price v. Smith & Wesson Corporation, 2025 ONCA 452
In the wake of the July 2018 Danforth Avenue shooting in Toronto, victims and their families commenced a class action against Smith & Wesson Corporation, alleging the company’s negligence for failing to incorporate authorized-user technology in its handguns. The Ontario Court of Appeal has now certified the action, allowing it to proceed as a class proceeding based on negligence while dismissing claims in strict liability and public nuisance.
The case stems from an incident where Faisal Hussain shot 15 people using a stolen M&P 40 handgun manufactured by Smith & Wesson, killing two and injuring 13 others. The victims allege that had the manufacturer implemented authorized-user technology, Hussain would not have been able to use the weapon.
Odette Soriano of Paliare Roland Rosenberg Rothstein LLP, a law firm involved in the case, stated: “The Court of Appeal for Ontario certified this claim in negligence, giving the victims of the Danforth Shooting their day in court.” She noted that this decision reiterates that certification is not a merits-based test, citing this passage from the judgment: “It is unfair to impose a higher evidentiary burden on a plaintiff than the Class Proceedings Act requires. Motion judges and defence counsel should resist the temptation to jump to a substantive determination on the merits without a complete evidentiary record.”
The court found reasonable foreseeability that stolen firearms would be used to harm others, establishing proximity between the manufacturer and victims. Evidence showed Smith & Wesson had agreed in 2000 with the United States government to implement authorized-user technology and obtained relevant patents yet continued manufacturing weapons without such safeguards after federal legislation in 2005 largely immunized gun manufacturers from civil liability.
CLIENTS > FIRMS > LAWYERS
Samantha Price, Skye McLeod, Kenneth Price, Claire Smith, Patrick McLeod, and Jane McLeod > Paliare Roland Rosenberg Rothstein LLP, Gowling WLG, Michel Drapeau Law Office > Linda Rothstein, Odette Soriano, Paul Davis, Malcolm N. Ruby, Adam Bazak, Michel W. Drapeau, and Joshua Juneau
Smith & Wesson Corp. > McMillan LLP > Scott Maidment, Jennifer Dent, Francesca D’Aquila-Kelly, and Emily Hush
Re Greenfire Resources Ltd., 2025 ABASC 104
Waterous Energy Fund entities agreed to acquire approximately 43 percent of Greenfire Resources Ltd.’s shares from three non‑Canadian holders. They structured the transaction to fit the private agreement exemption, which permits large block purchases from a limited number of sellers at a capped premium without triggering a formal takeover bid. After the agreements were signed, Greenfire adopted a shareholder rights plan designed to dilute any acquirer exceeding 20 percent ownership unless the acquisition occurred through a permitted bid.
The Alberta Securities Commission determined that the rights plan was clearly abusive and cease‑traded any securities issuable under it. The panel emphasized that the private agreement exemption is a longstanding feature of Canadian bid regulation and that retroactively interfering with a lawful, nearly completed transaction would undermine market certainty and confidence. The tribunal also dismissed Greenfire’s cross‑application, concluding that this was not an appropriate basis for regulatory intervention regarding director conduct in these circumstances.
“The Greenfire takeover bid decision will have significant impact on future cases,” said Renee Reichelt, partner from Blakes’ Calgary office, counsel for WEF in the proceeding. “Among many other things, it provides that ‘poison pills’ cannot target prior transactions; that the carve-outs to the takeover bid regime, such as the private agreement exemption, must be considered as integral to determining takeover bid cases; and that director misconduct does not provide a basis for a securities tribunal to interfere with private agreements.”
For the business and legal community, the ruling reinforces predictability in Canada’s takeover bid framework: lawful block trades structured under recognized exemptions should not be undone by retroactive defensive tactics, and tribunals will be cautious to preserve market certainty when private agreements align with the regime’s design.
CLIENTS > FIRMS > LAWYERS
Commission Staff > Timothy Robson, Danielle Mayhew, Sebastian Maturana, Tracy Clark, and Melissa Yeh
Waterous Energy Fund III (Canadian) LP, Waterous Energy Fund III (US) LP, Waterous Energy Fund III (International) LP, Waterous Energy Fund III (Canadian FI) LP, and Waterous Energy Fund III (International FI) LP > Blake, Cassels & Graydon LLP > Renee Reichelt, Ryan Morris, Randell Trombley, Kevin Kerr, Chad Schnieder and Olga Kary
Allard Services Limited, Annapurna Limited and Modro Holdings LLC > Gowling WLG > David Bishop; Stuart Olley; Scott Kugler; James Aston
Greenfire Resources Ltd. > Burnet, Duckworth & Palmer, LLP > Andrew Sunter, Paul Chiswell, Julia Lisztwan, Karen McPeak, Ted Brown, William Maslechko, Bronwyn Inkster, and Prateek Gupta
Brigade Capital Management LP and M3-Brigade Sponsor III LP > Osler, Hoskin & Harcourt LLP > Teresa Tomchak, Lipi Mishra, Tamara Kljakic, and Julie Treleaven
The Ontario Court of Appeal has fundamentally altered the legal landscape for dismissing actions due to delay, departing from the longstanding Langenecker v. Sauve framework in Barbiero v. Pollack. The court dismissed a 21-year-old certified class proceeding involving allegations that a physician unlawfully injected liquid silicone into patients’ lips and facial contours.
Writing for the court, Justice Brown concluded that the Langenecker approach fostered an unhealthy “indifference to delay” incompatible with the Supreme Court’s call in Hryniak v. Mauldin for a “culture shift” prioritizing prompt dispute resolution. The court established that where delay exceeds five years from commencement – the benchmark set by Rule 48.14(1) – an action enters “inordinate” territory.
Critically, the court held that inordinate and inexcusable delay alone suffices for dismissal, rejecting Langenecker’s requirement that such delay only creates a rebuttable presumption of prejudice. Dena Varah of Lenczner Slaght LLP, counsel for the physician, noted that this decision means plaintiffs “can no longer allow an action to languish for years and then rebut the presumption of prejudice to keep it alive.”
The court emphasized that initiating parties bear the burden of advancing proceedings to final disposition, noting the absence of any affidavit explaining the representative’s two-decade delay. This ruling signals heightened judicial intolerance for litigation delay and reinforces that class proceedings remain subject to expeditious resolution requirements under the Rules of Civil Procedure.
CLIENTS > FIRMS > LAWYERS
Anna Barbiero > Roy O’Connor LLP > Peter L. Roy and J. Adam Dewar
Dr. Sheldon Victor Pollack > Lenczner Slaght LLP > Dena Varah and Derek Hooper
Steelhead LNG (ASLNG) Ltd. v. ARC Resources Ltd., 2024 FCA 212
Steelhead LNG (ASLNG) Ltd. and its limited partnership sued ARC Resources Ltd., Rockies LNG Limited Partnership, Rockies LNG GP Corp., and Birchcliff Energy Ltd. over the validity of Canadian Patent No. 3,027,085.
The Federal Court of Appeal upheld the lower court’s ruling invalidating nearly all patent claims, establishing important precedent for patent law in Canada. The Federal Court found 79 of 84 claims obvious and 34 of 84 anticipated by prior art known as the Talib Papers and the Sullivan Presentations. Steelhead challenged the findings, arguing that there were errors in assessing disclosure requirements and anticipation. However, the appellate court found no reversible error, emphasizing that Steelhead failed to demonstrate palpable and overriding error in the trial judge’s credibility assessments and factual findings. The court addressed a critical legal question regarding anticipation standards.
A law firm involved in the case noted that the decision addressed what Steelhead characterized as the trial judge’s introduction of “a new precondition for anticipation.” The Federal Court of Appeal confirmed that prior art disclosing several options for how a technology can be designed or made, where one of those options is the option that was patented, can invalidate the patent for lack of novelty.
The court also rejected arguments that the Federal Court improperly divided patent claims into essential elements or required trial and error at the disclosure stage. Ultimately, the decision clarifies the framework for evaluating patent validity when prior art discloses a limited number of options, providing important guidance for the business and legal community in assessing what constitutes a truly novel invention.
CLIENTS > FIRMS > LAWYERS
Steelhead LNG (ASLNG) Ltd. and Steelhead LNG Limited Partnership > Gilbert’s LLP > Tim Gilbert, Vik Tenekjian, Kevin Siu, Andrea Rico Wolf, and Dylan Gibbs
ARC Resources Ltd., Rockies LNG Limited Partnership, Rockies LNG GP Corp., and Birchcliff Energy Ltd. > Goodmans LLP > Andrew Brodkin and Daniel Cappe
Amazon.com.ca ULC v. Canada (Attorney General), 2024 FCA 217
The Federal Court of Appeal granted a stay of payment obligations imposed by the Canadian Radio-television and Telecommunications Commission on major online streaming platforms, temporarily halting a regulatory initiative requiring companies like Amazon, Apple, Spotify, and Netflix to contribute five percent of their annual contribution revenues to support Canadian and Indigenous content.
The case arose after the CRTC, exercising powers under amendments made to the Broadcasting Act by the Online Streaming Act, issued Broadcasting Regulatory Policy CRTC 2024-121-1 on August 29, 2024. The policy requires certain online undertakings with $25 million or more of annual revenues to make base contributions to specified funds, with the first major payments scheduled for August 31, 2025.
Justice Webb found that the streaming companies satisfied all three requirements for granting a stay under the RJR-MacDonald test. The Attorney General of Canada did not dispute that serious issues existed for trial. The court determined that the companies would suffer irreparable harm if forced to make payments they could not recover should they ultimately succeed in their applications for judicial review and appeals.
The balance of inconvenience favoured the stay, particularly given the expedited litigation schedule with deadlines leading to a June 2025 hearing date. The court noted that companies mostly attempted unsuccessfully to obtain refund confirmations from various funds.
According to Brandon Barnes Trickett of Dentons Canada LLP, “The decision is significant as stays of exercises of regulatory power are rare, particularly with respect to financial matters. This stay is part of the procedure in a complex combined judicial review and statutory appeal proceeding in the Federal Court of Appeal that addresses the CRTC’s recent decision to impose a base contributions requirement on certain online streaming services.”
In June 2025, there was a multi – day oral hearing of the appeals and applications for judicial review. The parties are awaiting the Federal Court of Appeal’s decision. In the meantime, the court’s stay order remains in effect.
CLIENTS > FIRMS > LAWYERS
Amazon.com.ca ULC > Norton Rose Fulbright Canada LLP > Fahad Siddiqui, Christine Muir, Christopher A. Guerreiro, and Sarah Pennington
Apple Canada Inc. > Goodmans LLP > Julie Rosenthal, Nando De Luca, and Caitlin Woodford
Motion Picture Association-Canada, Crunchyroll, LLC, Netflix Services Canada ULC, Paramount Entertainment Canada ULC, and Pluto Inc. > Goodmans LLP > Peter Ruby, Monique McAlister, and Kasia Donovan
Spotify AB > Dentons Canada LLP > Margot Patterson, Brandon Barnes Trickett, David Elliott, Dina Awad, Luca Lucarini, and Thomas Nichini
Attorney General of Canada > Shalene Curtis-Micallef, Deputy Attorney General of Canada > Michael H. Morris, Joseph Cheng, Andrew Law, and Katrina Longo
Canadian Association of Broadcasters > McCarthy Tétrault LLP > Steven Mason, Brandon Kain, Richard Lizius, and Stephanie Willsey
Michalowski (Trustee) v. Gold Flora Corporation, 2025 BCSC 1554
The dispute arose from the 2023 merger between TPCO Holding Corp., a publicly traded cannabis company, and privately held Gold Flora LLC. In Michalowski (Trustee) v. Gold Flora Corporation, the Supreme Court of British Columbia established important guidance for determining fair value in shareholder dissent cases involving merger transactions. Justice V. Jackson ruled that minority shareholders dissenting from the merger were entitled to US$0.9847 per share – the value negotiated and publicly stated by the parties – rather than the US$0.17 trading price advocated by the company.
Eleven petitioners challenged Gold Flora Corporation’s position that their shares should be valued at TPCO’s June 15, 2023, trading price. Justice Jackson sided with the dissenters, finding that the stated share value emerged from arm’s-length negotiations between informed parties following TPCO’s extensive strategic process focused on share-value maximization.
The court found that TPCO’s significant cash reserves and status as a publicly traded company represented value not recognized in its trading price but inherent in its en bloc value. The court rejected arguments that the negotiated share value was merely an “implied” figure, finding this inconsistent with contemporaneous evidence, including fairness opinions from Hyperion Capital Inc. and INFOR Financial Inc., securities filings, and the parties’ negotiations. Critical to the decision was evidence that TPCO’s shares were not trading in an efficient market.
“The decision shows that there is hope for dissenters,” said Rahool Agarwal of Lax O’Sullivan Lisus Gottlieb LLP. “The court accepted that the share price negotiated by the parties and disclosed to the market was a strong indication of fair value, even in the face of a significantly lower trading price, and even in a merger transaction where shares were exchanged and not bought and sold. The company was not permitted to reinvent their position on value to get a better outcome in the litigation. The decision also provides valuable guidance for parties engaging in court-approved M&A transactions with respect to how deals should be structured and how the deal price should be framed and communicated to the market.”
The court noted that this was a first-instance case involving dissent proceedings in a merger context rather than a traditional share purchase transaction, making it a matter of general interest beyond the parties involved.
CLIENTS > FIRMS > LAWYERS
Julian Michalowski as trustee of Julian Michalowski TR Julian Michalowski 2020 Revocable Trust Dated 12/1/2020, Cameron Gharabiklou, Jason Victor Lam, Corrine Perez Steiger, Big Horse LLC, Malante Hayworth, Treasure Dragon Holdings Ltd., Sandra Elizabeth Wertelet, Kevin McGrath, Joshua Ginsberg, Andoni Garcia, and Myles Peck > Lax O’Sullivan Lisus Gottlieb LLP and Kornfeld LLP> Rahool Agarwal, Tyler Morrison and Abbas Sabur
Gold Flora Corporation (formerly TPCO Holding Corp.) > Dentons Canada LLP > Matthew Fleming and Samantha Chang
Cheng v. Glencore plc, 2025 YKCA 8
The Yukon Court of Appeal delivered a landmark decision in Cheng v. Glencore plc, marking the first Canadian appellate ruling on the territorial scope of the corporate oppression remedy. The court dismissed an appeal stemming from a Supreme Court of Yukon decision dated June 7, 2024, which had struck down an oppression claim for lack of subject-matter jurisdiction.
Libei Cheng, representing minority shareholders of Katanga Mining Limited, alleged oppression arising from a November 2019 Rights Offering Transaction that allowed Glencore International AG to acquire Katanga shares at a substantially lower price than it would otherwise have had to pay. The claim also named Glencore plc and two former Katanga directors, Hugh Stoyell and Robert Wardell. However, after the alleged oppressive conduct occurred, Katanga amalgamated with a numbered Yukon corporation in June 2020 to form New Katanga, which subsequently discontinued under the Yukon Business Corporations Act in December 2020 and continued in the Isle of Man.
The Court of Appeal unanimously upheld the lower court’s determination that Yukon courts lack subject-matter jurisdiction over oppression claims once a corporation discontinues under the Act. Writing for the panel, Justice Fisher emphasized that the definition of “corporation” under the Act explicitly excludes discontinued entities. The court rejected arguments that oppression remedies crystallize at the time of conduct, finding that jurisdiction depends on a corporation’s current status under the Act.
According to Michael Feder, K.C. of McCarthy Tétrault LLP, “The Yukon Court of Appeal’s decision – the first Canadian appellate ruling on the territorial scope of the corporate oppression remedy – sets a key precedent for defining jurisdictional limits in cross-border shareholder and corporate governance disputes.”
The ruling establishes that while corporations cannot avoid liability through discontinuance, oppression claims must be pursued in the new jurisdiction rather than the original one. The court found that adequate safeguards exist through statutory requirements mandating that continuation jurisdictions provide substantially equivalent protections, including that existing causes of action remain unaffected. This precedent clarifies jurisdictional boundaries for the oppression remedy while confirming that discontinued corporations remain liable under their new jurisdiction’s laws.
CLIENTS > FIRMS > LAWYERS
Libei Cheng > (No law firm specified) > P.J. Bates, S. Nematollahi
Glencore plc (in its own capacity and as successor by merger to Katanga Mining Limited) > McCarthy Tétrault LLP > Michael Feder, Shane D’Souza, Patrick Williams, Adam Taylor, Rene Sorell, and Lindsay Frame
Hugh Stoyell and Robert Wardell > Bennett Jones LLP > Joseph Blinick, Cheryl Woodin, Thomas Feore