Flexibility vs. Certainty: The Law Relating to Arrangements after BCE
(2009) 48:2 Canadian Business Law Journal 174-189.
19 Pages Posted: 17 Oct 2013
Date Written: 2009
In BCE Inc. (Re), the Supreme Court of Canada expanded the list of relevant principles with respect to the law relating to arrangements, and established a specific structure for their consideration. This article argues that, despite the expansion of the list of principles, the court has retained the flexibility that has traditionally characterized the law on arrangements. However, this area is law is also somewhat uncertain following BCE due to newly introduced concepts, including the distinction between legal rights and economic interests. Part II outlines the law relating to arrangements following the BCE decision. Part III discusses why arrangements are considered to be an attractive form of acquisition for parties and assesses whether BCE has fundamentally altered the arrangement process as set forth by the Supreme Court in this case. Part V examines one aspect of the decision, in which the court attempted to clarify when different parties will be accorded a vote in the transaction by distinguishing economic interests from legal rights, and suggests that this effort created new uncertainty of its own. Part VI concludes.
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