Telus wins court ruling against investor Mason

12 Sep 2012

Reuters reports that Canadian telecoms group Telus Corp has won a court ruling that its largest individual investor, US hedge fund Mason Capital Management, cannot hold a meeting of its shareholders to consider a proposal that potentially would have blocked the telco’s ownership restructuring plan. Mason has effectively stalled Telus’ previous attempts to eradicate its legacy dual voting and non-voting share structure. As reported by CommsUpdate, Telus originally proposed a one-for-one share conversion in February 2012 but Mason subsequently acquired approximately 33 million, or 19%, of Telus’ common shares, while simultaneously selling short nearly the same number of non-voting shares. This so-called ‘empty voting’ strategy gave Mason CAD1.9 billion (USD1.92 billion) worth of Telus common shares with only an estimated CAD25 million net economic stake, and the hedge fund opposed the share conversion proposal, which Telus claimed was an effort to achieve short-term profit by widening the spread between the trading price of the two share classes. Mason requested a shareholder meeting in August, but the Telus board turned it down, and scheduled its own meeting for 17 October as a second attempt to implement the restructuring. Mason maintains that voting shareholders paid more, on average, for their stock than non-voting shareholders, and as such should be rewarded as the two classes merge. Telus says universal voting rights are consistent with good corporate governance. The Supreme Court of British Columbia determined that the actions of Mason were contrary to law and that Mason’s proposed meeting and resolutions cannot proceed.

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