McCarthy Tétrault Successfully Defends Zefiro Methane Corp. in Proxy Contest and Before the BC Securities Commission

McCarthy Tétrault successfully represented Zefiro Methane Corp. in a proxy contest and an expedited proceeding before the British Columbia Securities Commission, resulting in the dismissal of a public interest application challenging a debt settlement transaction.

On February 2, 2026, dissident shareholders, including Zefiro’s former CEO, commenced an application before the Commission alleging, among other things, that the issuance of certain shares by Zefiro in connection with the debt settlement transaction prior to the record date for its annual and special meeting of shareholders constituted an improper defensive tactic. The dissidents sought to cease voting of the shares or rescind the transaction. Zefiro opposed the application, arguing that the transaction had a bona fide commercial purpose of addressing longstanding liquidity issues, that most shares were issued pursuant to outstanding warrants, and that the remaining allegations were moot or beyond the Commission’s jurisdiction.

On March 6, 2026, the Commission dismissed the application in its entirety, with reasons to follow.

Following the Commission’s decision, Zefiro proceeded with its shareholders meeting on March 20, 2026, at which all management nominees were elected and none of the dissidents’ nominees were elected.

McCarthy Tétrault LLP advised Zefiro with a national, multidisciplinary team led by Shaun Khullar and Toby Allan (Business) and Shane D’Souza, with Jessica Mank and Greg Ringkamp (Litigation).