LOLG Successful in Dissent Rights Proceeding
Overview
On August 13, 2025, the Supreme Court of British Columbia released its decision in Michalowski (Trustee) v. Gold Flora. The petitioners were a group of shareholders who exercised their statutory dissent rights in relation to a merger transaction. They sought a determination that the fair value of their shares was $0.98 USD per share. The company opposed the petition and argued the shares were worth $0.17 USD per share. The Court ruled that the petitioners were entitled to 100% of the requested payout value, totalling over $17 million USD, and also awarded costs and pre-judgment interest.
Gold Flora is the first reported decision in Canada addressing dissent rights in a merger transaction, and one of the few Canadian dissent rights decisions where the court has ruled in favour of the dissenters.
Rahool Agarwal and Tyler Morrison acted for the successful petitioners.
The decision can be found here.
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