A stock photo of a corporate boardroom.Arpad Benedek/Getty Images/iStockphoto
An Ontario judge has delayed a court hearing into allegations of improper stock sales and lavish payments at Aberdeen International Inc. until after a shareholder vote on dissident directors is held.
Aberdeen shareholders are set to vote Feb. 3 on whether to replace the board's seven directors with a slate backed by two dissident shareholders, San Francisco activist Ryan Morris and U.K.-based fund Nightscape Capital. The investors own a 9 per cent stake in the junior mining holding company.
In addition to proposing a new board, the dissidents have launched a court battle aimed at blocking Aberdeen officials and affiliates from voting shares they recently acquired through a private placement. Mr. Morris alleges the vast majority of the shares were purchased by insiders in violation of Toronto Stock Exchange rules. Aberdeen disputes that a majority of purchasers are insiders.
The activist is also asking the court to block insiders from collecting millions of dollars in potential change of control payments at a struggling company that is losing money and has seen its stock price plunge by more than 80 per cent.
Mr. Justice Herman Wilton-Siegel of the Ontario Superior Court said he would hear the case following the shareholder meeting.
The judge dismissed a request by the dissidents to disqualify Aberdeen director Bernard Wilson as chairman of the shareholder meeting on the grounds he is too closely connected with individuals and companies purchasing the disputed stock issue.
Lawyers for Aberdeen and a special committee of directors opposed the request.
"This is a lot of noise by a young, aggressive U.S. activist. There were no shenanigans. This is not a board circling its wagons," said Orestes Pasparakis, a lawyer for a special committee of Aberdeen directors. "Mr. Wilson's credentials are above reproach."
At the judge's recommendation, Mr. Wilson will be advised by an independent lawyer during the meeting.
"This is a corporate matter involving shareholders. They should run the meeting. The court will decide if the chair's decisions were correct," Mr. Justice Wilton-Siegel said.