//She may now be in some real trouble. Time will tell.//
some real trouble ? ... LOL Naaahhhh ...
https://business.financialpost.com/2012/10/03/look-communications-ruling-offers-glimpse-of-highly-charged-board-meeting/
Barry Critchley | Oct 3, 2012 7:28 PM ET
More from Barry Critchley
The story around a board meeting held on June 16, 2010 is one of the more dramatic parts of Justice Laurence Pattillo’s 42-page ruling on the matter of Look Communications versus a group of former insiders. In that matter, Justice Pattillo ruled that the former insiders weren’t entitled to have their legal fees covered to defend themselves against actions brought against them, in large part because they “acted mala fides, in their own personal self interest and not in Look’s best interests.” It was at the June 16, 2010 meeting that the decision was made to pay $1.55-million in retainers to three law firms.
Here is a timeline:
• May 2010. Look’s then management sought legal advice about establishing an indemnity trust to fund legal fees and expenses that may be incurred if legal action was brought against them “in connection with the monies they had received from Look.”
• Look’s regular counsel, David McCarthy from Stikeman Elliott, declined to act “given the potential conflict if legal proceedings arose.”
• Look’s management hired Jeffrey Kramer, who had acted for Look in the past. Kramer met with a number of people including executives at Look and Hilary Clarke, a lawyer at McMillans “who had been retained by the Applicants [the former insiders] to act for them personally.”
• June 15 2011. According to Justice Pattillo, Kramer advised Jason Redman [Look’s chief financial officer] and Ms. Clarke “that he had no choice but to advise the Board at its meeting the next day that in his opinion an indemnity trust did not appear to be in. the best interests of Look; that proceeding with it was questionable from a legal point of view and that it appeared to be a bad strategic move.”
As well Kramer “also raised concerns about a serious conflict of interest arising from the fact that the directors and officers who were instructing Ms. Clarke were also instructing him on behalf of Look.”
• June 16 2010. Kramer wasn’t at the board meeting having been informed by Redman “early that morning that the meeting had been cancelled. Ms. Clarke, on the other hand, was present at the meeting. So too was Mr. McCarthy,” wrote Pattillo. McCarthy made a presentation and indicated he would provide no litigation advice. After that he left though Ms. Clarke remained.
“Mr. Kramer’s advice to Look’s management concerning the issues surrounding an indemnity trust and the conflict of interest was not provided to the Board, notwithstanding that McGoey [chief executive] Redman and Ms. Clarke were present,” wrote Justice Pattillo who added that in his view, “Look’s evidence establishes a strong prima facie case that the individual applicants, in authorizing Look to pay the retainers, acted mala fides, in their own self interest and not in Look’s best interests.”
In addition, the board received “no advice directed to the appropriateness of the proposed payments in question given the circumstances.” Another director Lou Mitrovich [who has settled with Look and provided an affidavit] according to Justice Pattillo, “testified that no explanation was provided to the Board as to how such payments were in Look’s best interests.”
After McCarthy left the meeting Hilary Clarke was the only lawyer who remained and she “was acting for the directors and management personally. This was a significant conflict of interest. Of the monies paid as a retainer, Ms. Clarke’s firm received $ 1,200,000,” wrote Justice Pattillo.