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SCC Decision: December 19, 2008

BCE Inc. v. 1976 Debentureholders, 2008 SCC 69
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(Corporations / bondholder rights / business judgment rule / shareholders / fiduciary duty)
BCE’s board of directors, and then the majority of BCE’s sharesholders, approved the sale of all of BCE’s shares by way of a leveraged buyout. Holders of BCE debentures opposed the transaction because it would devalue the debentures and the debentures could lose investment status. The debentureholders sought relief under the oppression remedy under s. 241 of the Canada Business Corporations Act. The Court held that the plan of arrangement should be approved because the debentureholders did not have a reasonable expectation that the directors would protect their economic interests in deciding whether to approve the transaction.
Majority/dissent: 7/0
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