Toronto, Ontario – February 8, 2021 – Baylin Technologies Inc. (TSX:BYL) (the “Company”), a leading diversified, global wireless technology management company, is pleased to announce that the Ontario Court of Appeal recently upheld the Company’s appeal of a lower court ruling related to a dispute with Mr. David Gelerman, a former director of the Company. The dispute principally involved allegations of oppressive conduct on the part of the Company and its board of directors towards Mr. Gelerman in relation to the Company’s majority voting policy, which was approved in advance of the Company’s annual meeting of shareholders in 2019.
The Court of Appeal ruled in the Company’s favour on all aspects of the appeal. The Court found that there was no oppressive conduct on the part of the Company or its directors. The Company’s majority voting policy, which was approved by all the directors, including Mr. Gelerman, did not unfairly disregard or prejudice his reasonable expectations of remaining as a director. Under the policy, a director, such as Mr. Gelerman, who received more withheld votes than votes in favour of election at an annual meeting of shareholders was required to submit their resignation to the Company, which Mr. Gelerman refused to do.
Specifically, the Court of Appeal declared that (i) the Company’s majority voting policy was in accordance with the Toronto Stock Exchange’s requirements and that it remained in force – the lower court had set it aside – and (ii) Mr. Gelerman was required to have submitted his resignation to the Company’s board of directors for consideration after the 2019 annual meeting. Separately, the Court of Appeal also ruled that the Company is entitled to set-off common shares payable to SpaceBridge Inc., a company controlled by Mr. Gelerman, against claims by the Company against SpaceBridge. The Court also awarded costs in favour of the Company.
For further information contact:
Kelly Myles, Marketing and Communications Director
Baylin Technologies Inc. .
Source: Baylin Technologies Inc.
Baylin Technologies Inc. is a leading, diversified, global wireless technology company. Baylin focuses on research, design, development, manufacturing and sales of passive and active radio frequency products and services. Baylin aspires to meet its customers’ needs and anticipate the direction of the market. For further information, please visit www.baylintech.com.