Look Communications v. McGoey
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Acted for the Plaintiff Look Communications Inc. (Look). Look was a distributor of wireless, internet and cable services to subscribers in Ontario and Quebec. In 2009, Look agreed to sell its primary asset, its licensed telecommunications spectrum, as well as its broadcast license, to Inukshuk Wireless Partnership, a partnership of Rogers and Bell. The purchase price was $80 million. As part of the sale, Look agreed to pay $16 million to Bell to settle outstanding litigation, so the net proceeds to Look were $64 million.
In connection with the sale, the Look Board of Directors approved a payment of $20,000,000 in transaction awards to directors, officers and employees. The directors and officers collectively received $17 million of the awards. Look subsequently brought a claim against the former officers and directors alleging, among other things, breach of fiduciary duty for payment of the awards. In 2015, Look settled the claim against all of the defendants except the former CEO Gerald McGoey and his personal services company Jolian Investments Limited. A six-week trial was conducted in April/May 2017 on the Commercial List in Toronto. In June 2017, Justice Conway issued her reasons for judgment. Look was completely successful. The Court found that McGoey had breached his fiduciary duties and granted judgment to Look against McGoey and Jolian for $5,565,696.