Ontario Civil


Business Associations

Specific matters of corporate organization

Shares

Application to enforce arbitral awards against shares was dismissed

Applicants holding foreign arbitral awards against respondent Kyrgyz Republic, and claiming Republic owning shares in respondent Canadian company, registered in name of respondent Kyrgyz corporation, which was wholly owned by Republic. Applicants seeking to enforce arbitral awards against shares in Canadian company, and applying for declaration that Republic owned shares. Applications judge focusing on agreement on new terms between Republic, Kyrgyz corporation, Canadian company and subsidiaries (“ANT”) to find that Republic did not own shares. Applicants appealed. Appeal dismissed. Applications judge’s decision to focus on ANT was entirely reasonable, as it was only document capable of proving that there had been transfer. ANT did not establish that Republic had any ownership interest in shares. Restated shareholders’ agreement was expressly contemplated by ANT, Republic was not party to it, and it explicitly referred to Kyrgyz corporation as registered and beneficial owner of shares. All parties intended Kyrgyz corporation to be beneficial owner of shares.

Belokon v. Kyrgyz Republic (2016), 2016 CarswellOnt 20453, 2016 ONCA 981, E.A. Cronk J.A., R.G. Juriansz J.A., and L.B. Roberts J.A. (Ont. C.A.); affirmed (2016), 2016 CarswellOnt 10918, 2016 ONSC 4506, Conway J. (Ont. S.C.J. [Commercial List]).

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