Score one for Mason Capital.
The Manhattan hedge fund won a big victory yesterday in its controversial battle with Telus, a Vancouver-based telecom firm, when a Canadian appeals court ruled that Mason’s competing shareholder meeting could proceed.
Mason is fighting Telus’ plan to collapse its dual-class stock structure on a one-to-one basis. Mason stands to generate tens of millions of dollars in profits if it scuttles the plan and increases the price spread between the two share classes.
Telus had scheduled an Oct. 17 shareholder meeting to announce the results of the proxy battle, as both it and Mason are soliciting votes for their competing proposals.
Mason had sought to schedule its own meeting of shareholders. The hedge fund wants shareholders to demand a higher premium and criticizes Telus for only requiring a simple majority to pass its plan. The Mason meeting could also be held on Oct. 17.
Last month, the Supreme Court of British Columbia ruled that Mason could not call a meeting of Telus shareholders. The hedge fund appealed the ruling and won.
Yesterday’s win doesn’t negate the “empty voting” controversy that was the basis for the lower court’s decision. Mason owns $2 billion of voting shares, but is short the nonvoting shares by an almost equal amount and profits only if the spread widens.
The Supreme Court acknowledged that the “limited financial stake that Mason has in Telus is a cause for concern.” But it said courts don’t have “inherent jurisdiction to control abuses.”
Moreover, it said that “in the exchange proposed by Telus, the common shareholders will see a massive dilution of their voting power without any direct compensation or benefit.”