RE: Directors' Fiduciary Duty There are three types of corporations.
Fact: Yellow Media is a for-profit corporation.
https://www.ic.gc.ca/eic/site/icgc.nsf/eng/h_07044.html
"A director may not divert opportunities for personal benefit or the benefit of another business if they could be of interest to the corporation."
I see this CBCA as an opportunity for personal benefit for Management, who would get to restructure their compensation structure so that they get paid more. It is not in the best interest of anyone else except the MTNs to support this financial conspiracy that Yellow Media does not have the financial capacity to meet and/or refinance its debt obligations as they come due.
https://en.wikipedia.org/wiki/For-profit_corporation
https://www.doingbusinessincanada.com/legal-guide-0/director-and-officer-liability-in-canada-1/introduction-115
In Canada, directors and officers of corporations may be subject to personal liability while acting within their corporate capacity. Such personal liability is intended to ensure that directors are accountable to shareholders and are responsible for the failure of a corporation to meet its legal obligations.
Just FYI. A shareholder is not a stakeholder. A shareholder is an equity interest.
Directors are considered “fiduciaries” of the corporations they serve. This principle requires directors to act honestly and in good faith with a view to the best interests of the corporation, and to put the corporation’s interests ahead of their own. It is important to note that case law indicates that there may be instances where the best interests of the corporation and its shareholders diverge, such as where a corporation is nearing insolvency, and that in such cases, it is the duty of the directors and officers to act in the best interests of the corporation over those of the shareholders.
So, they very well be making the claim of insolvency. That claim is fraud based because insolvency comes from their reckless opinion that they cannot convert the A's to common.