"My concern here is that the courts are dismissing the need for shareholder rights, and are siding with corporations."

I don't have a dog in this fight, but I am puzzled as to why would say this. A judge's duty is to apply the law to the case before her, not to create shareholder rights.

If you have a problem, ought your ire be more correctly aimed at the statute? After all, just last week you were gushing with praise for the trial judge. Now that she rules against your side, you assail her.

Well if you read the submissions Benjamin, it appears that Goldcorp circumvented Ontario Law via British Columbia. That's like declaring you are not going west, but east, and then circumnavigating the globe and ending up there anyway. It was in the Judge's discretion to see it for what was and rule on it. Or at least comment upon it. She did not.

I'll be interested to read the decision; after all the opinion of the judge is the one that counts.

Bill, I mean not "to use your blog to abuse you" but to make a comment because I found it odd that before the decision you were quite praiseful of the judge, and today, just the opposite. Do all the comments on your blog have to agree with everything you believe? If so, then why have a comment section at all? I thought your blog was subtitled "perspective and discussion," not "perspective and monologue."

About the teachers' union, what I found lacking in every reportage of their announcement (including Bill's) was a legal argument as to why a shareholder vote was required. Either the law says that it is, or it doesn't. Just because it would be a "good idea" or a "sound public policy" doesn't give a judge a mandate to order a vote. It has to be required by law. And evidently, in this case, it is not.

As I said, I hold no interest in this case and learned of it only as a reader of this blog. I could personally care less how the case was decided.

Benjamin,
If you do not care how the case was decided why bother posting? I suggest again you read the submissions Bill Cara made available. There is law in place... it was circumvented via a BC loophole.
You are making it personal... you were responded to... what else do you want? At this point it does seem like bashing to me...
You must have your reasons; obviously not related to the subject at hand...since you state you "personally care less how the case was decided!"

Benjamin - I think if you own stock in any company, you have a reason to care about this case. Because every case involving shareholder rights affects the climate for shareholder rights everywhere, especially in the case of GG, which is widely held in the US as well as Canada.

BTW, I think Bill was straight up in his reporting, clearly saying that ALL parties presented their cases well.

Personally, I'm also disappointed when a judge ducks larger issues, seeking refuge in legal technicalities. Based on my own dealings with the US legal system, I have found it capricious and unreliable. You can't count on it for a fair hearing, or a judgment that really addresses the issues you hoped to raise ...

Bill, your previous article on this said it all. Actually, I thought there was hope for a vote and then I read your article. I beleive you are correct in your comments about Peter Dey. It is a sad day for shareholders in Canada. Where else but Canada, can you go bankrupt, reorganize and issue shares a year later. ( Microcell and Air Canada ).

Jock, sorry to hear your "own dealings with the US legal system" were "capricious and unreliable."

No system is perfect, but I don't think you can brush the whole US legal system in those terms. Local, state and federal courts can bring different levels of expertise and integrity to criminal or civil cases. Personal experiences form our opinions. Yesterday Enron's Jeff Skilling disagreed with the judgement of his guilt and may feel the same way you do about the legal system; but, many of the victims from this scam think the system worked. Some of those same people also believe it took too long.

The good news is that in the US and Canada too, we can voice our opinions and beliefs prior to and after the verdict or ruling.

Reading the GG ruling, it seems like the old end around (via BC). Maybe the legislators can plug that loophole.

I've seen Benjamin teeter on the border of contributing as a constructive devil's advocate to the extreme of using quotes out of context to pick fights.

In this instance, I believe his point is valid however. Unfortunately it is not an effective counter-argument to Bill's point. i.e. Bill: The sky is blue. Benjamin: No, because the grass is green.

He's correct that it is not the judges job to create new laws for protecting shareholder's rights. This doesn't conflict with Bill's statements however about the current rights of shareholders.

***
Aside questions that still remain unanswered.

1. How can Goldcorp say they have the support of the majority of their shareholders without having a vote in the first place? And if that is the case (that most shareholders approve), what's the harm to go ahead and do so?

2. Isn't the large drop in share price following the announcement not a clear vote of dissent by the shareholders?

The ensuing drop in share price after this ruling will be the unheard voices. I expect retail and other large shareholders will run for the hills.

I mean really, who wants their capital spent frivilously so only a few can gain?

If we trade prices, as I have learned to do on this blog, it is very possible there will be some more opportunities in this case.

It's almost like the other mine dissaster we are finding bargains in called CCJ.

Long both GG/CCJ

"What I think anybody (but you apparently) can see in reading my comment today is that I wish she had made reference to s.182 and the rights of shareholders. That's all. It would have been nice, period." - Bill

Bill kindly forwarded me a copy of the decision, which for a legal document is remarkably free of legalese and is easy for any person to understand. Via Rob McEwen's website I also was able to review his legal arguments.

Two things jump out at me. First, the judge's decision finds that considerations of taxes, and not shareholder oppression or a desire to avoid a GG shareholder vote, was the basis for the structuring of the deal using a British Columbia subsidiary. The judge found that Glamis would not enter into the deal if its shareholders would not have been able to receive GG shares as part of a tax-free exchange. Absent a specific Ontario statutory requirement for a GG shareholder vote, it seems like a legitimate basis for a decision to me.

Second, the judge indeed did discuss and apply the provisions of Section 128 of the Ontario in her decision. Far from ignoring it, she discusses it on pages 11, 12, 13, 14, 16, 17, ans 22 of her decision.

(Bill wrote about Section 128 of the Ontario Act, but I am pretty sure he meant Section 182. McEwen's legal submissions reference Section 182 rights, but nothing about Section 128.)

In reading the justice's decision, I also think McEwen was also pretty seriously damaged by evidence submitted by Goldcorp that during his time at the head of GG, McEwen had engaged in exactly the kind of transaction that he now sues against (pp. 20-21 of the decision). The phrase "hoisted on his own petard" comes to mind.

Personally I'm amazed that McEwen and Goldcorp got an exhaustive and detailed decision as quickly as they did. When my firm has been involved in litigation, we have sometimes waited many, many months for decisions which were less detailed as this one, which was rendered in five days. The uncertainty drove us crazy, and sometimes froze us into place during the pendency of the lawsuit.