SHAREHOLDER VOTING INJUNCTIONS IN CANADA

Abstract

A shareholder’s right to vote is fundamental. By exercising this right, shareholders exert control over management and approve fundamental transactions. Shareholders are entitled (and expected) to exercise their proprietary right to vote out of self-interest. Despite the fundamental nature of the right to vote, the right to vote freely is not absolute and can be pre-emptively restrained by injunction. This article provides a detailed analysis of Canadian jurisprudence regarding what it terms “voting injunctions.” Part 2 reviews the fundamental nature of a shareholder’s right to vote. Part 3 surveys circumstances in which voting injunctions have been sought (and occasionally granted) in Canada. Part 4 examines how Canadian courts have applied the RJR-MacDonald analysis in the context of interlocutory voting injunctions. Part 5 presents practical considerations for voting injunctions. Part 6 offers concluding thoughts.