Corporations - Publicly-traded Shares. Re Torstar Corporation and Nordstar Capital LP
In Re Torstar Corporation and Nordstar Capital LP (Div Ct, 2020) the Divisional Court considered issues relating to a corporate "fairness hearing", where an offer to buy-out publicly-held shares is examined for it's impact on the interested parties. One of the issues was whether a competing buyer had standing in such a hearing:
 The Supreme Court of Canada determined in BCE Inc., that a fairness hearing “looks primarily to the interests of the parties whose legal rights are being arranged.” The court must be satisfied that (a) the arrangement has a valid business purpose, and (b) the objections of those whose legal rights are being arranged are being resolved in a fair and balanced way, paras. 119 and 138.
 First, the CMMH interest in these proceedings (to the extent it has one at all) is purely commercial and self-interested. It made an offer to purchase assets which was not accepted. No “legal rights” of CMMH are being arranged.
 Second, the Arrangement Agreement is a contract between Torstar and NordStar. CMMH is not a party to this contract nor is it an intended beneficiary. CMMH, therefore, has neither obligations of its own nor can it enforce the obligations of others under the Arrangement Agreement.
 Finally, this is not a case where CMMH’s standing is required in order for this matter to be brought before the court. ....