Ontario Court Solemnizes Corporate Mergers
TORONTO, ON (SP) — In a landmark decision by the Ontario Court of Appeal, affiliated corporations have won the right to be legally married.
While the focus of the Halpern v. Canada (Attorney General) decision was on eight same-sex couples to whom the City of Toronto had refused to issue marriage licenses, by reformulating the common law definition of marriage to include any two persons, the court very clearly opened the door to corporate matrimony.
“They may not be composed of flesh and blood, but corporations are still persons, with separate legal personalities from their directors and officers,” explained Ian Fisher, President of the Artificial Persons Liberties Union (A.P.L.U.). “As such, we believe that they should be afforded all of the rights and privileges enjoyed by living or natural persons, including the right to marry.”
With the federal government having decided not to appeal the case to the Supreme Court of Canada, the Court of Appeal ruling has triggered an avalanche of proposed mergers between corporate couples who are anxious to get married now that it’s legal to do so.
Perhaps the most high profile of the pending nuptials is between retail bookstore chains Chapters and Indigo, who announced their engagement yesterday. The companies had been living together as common law spouses for over two years, sharing a head office in Toronto, and winter homes in Aspen and Beverly Hills.
The companies have already come to terms on a prenuptial agreement, which is said to include both a poison pill and a shotgun clause.
Onex Chairman Jerry Schwartz will serve as the best man, while Indigo President Heather Reisman will be the maid of honour. Guests expected to attend the wedding include such luminaries in the retail publishing industry as Borders and Barnes & Noble, movie stars Michael Douglas and Catherine Zeta Jones, and the underwriters of the transaction, BMO Nesbitt Burns.
The ceremony will be performed by Mr. Justice Ronald Martin, who is an ordained Minister, as well as a judge on the Ontario Superior Court’s Commercial List. It’s expected that Mr. Justice Martin will temporarily lift Indigo’s corporate veil in order that the groom will be able to kiss the bride.
The happy couple is already planning to have children, and has retained Bay Street corporate fertility specialists Davies Ward Phillips Vineberg to draft the articles of incorporation of an online subsidiary. In order to conceive the subsidiary, Indigo will be artificially inseminated with the preferred shares of Chapters. According to the preliminary prospectus, the proud parents-to-be expect that their offspring will one day be able to challenge Amazon.ca for online publishing supremacy.
The issue of solemnizing corporate mergers has sparked vigorous debate in the House of Commons, where some Members of Parliament believe that marriage is a sacred institution that should only be available to natural persons. “The union of two corporations by way of marriage is by definition unnatural, and therefore immoral,” said Canadian Alliance leader Stephen Harper. “If the concept of marriage was supposed to include corporate mergers, the Bible surely would have been more explicit in that regard.”
Other MPs are of a very different view. Justice Minister Martin Cauchon considers the solemnization of mergers to be a natural extension of traditional liberal values. “It’s merely another aspect of Pierre Trudeau's notion that we should strive to live in a more just society,” said Cauchon. “I imagine that if he were alive today, Mr. Trudeau would say that what two corporations do in the privacy of their boardroom is not anyone else’s business.”