Benson v. Third Canadian Investment Trust Ltd. (1993), 14 OR (3d.) 493 (Ont. Ct. (G.D.)) -- summary under Small Business Corporation

Farley J. found that the sale pursuant to a share exchange offer for the direct and indirect shareholding of a closed-end investment company ("TCGIT") in another closed-end investment company ("CGI") that represented approximately 2/3 of the market value of the assets of TCGIT would constitute a sale of substantially all the assets of TCGIT given that the sale would radically and fundamentally alter TCGIT because the underlying assets of CGI would be managed by the acquirer under a significantly different fee arrangement, and TCGIT would lose the benefit of effective control over CGI. Accordingly, a two-thirds majority resolution of the shareholders of TCGIT was required.