L’affaire BCE et les devoirs des administrateurs lors d’une prise de contrôle
In recent years, financial markets have been marked by investors’ willingness, including private investment funds, to privatize public corporations. Several privatizations have been realized through acquisitions by way of a leveraged buy-out, partly because of low interest rates, a more available credit and a certain tightening of regulations applicable to public corporations.  In this context, this master thesis focuses on the impact on traditional legal concepts of the directors’ duties, further to the series of judgments rendered in the litigation regarding the leveraged buy-out offer by a consortium led by Teachers on BCE Inc. In this case, the debentureholders of the wholly owned subsidiary of BCE Inc., Bell Canada, have strongly opposed the acquisition. On an unprecedented scale in Canadian history, this transaction has been scrutinized by the highest Court of the country for its fair and reasonable character and its potentially oppressive character on debentureholders.  This study will initially address the evolving jurisprudence of Delaware on directors' duties in the context of a change of control. Delaware is the leading jurisdiction in corporate law in the United States and has therefore inspired the Canadian law. Then, this thesis will more particularly focus on the position of Canadian law and a landmark decision rendered by the Supreme Court of Canada in the case Peoples. This analysis will be complemented by a study of the underlying reasons rendered by the three levels of courts in the case of BCE and a discussion on the impact of these decisions on corporate law in Canada.
Takeover Directors’ duties Business judgement rule Plan of arrangement Oppression remedy