The Court of Appeal's decision rested on an approach that erroneously combined the substance of the s. 241 oppression remedy with the onus of the s. 192 arrangement approval process, resulting in a conclusion that could not have been sustained under either provision, read on its own terms.

The SCC reviewed the various remedies available to shareholders that have developed under the common law, and that have subsequently been expanded upon in the CBCA:[6] In the present case, only ss.

It is a fact that the corporation is permitted to alter individual rights that places the matter beyond the power of the directors and creates the need for shareholder and court approval.

The fact that a group whose legal rights are left intact faces a reduction in the trading value of its securities generally does not, without more, constitute a circumstance where non‑legal interests should be considered on a s. 192 application.

[13] The judgment expanded on the SCC's previous ruling in Peoples Department Stores Inc. (Trustee of) v. Wise concerning the latitude of discretion accorded to corporate directors, providing they follow certain procedural steps.

In such cases, it is important to be clear that the directors owe their duty to the corporation, not to stakeholders, and that the reasonable expectation of stakeholders is simply that the directors act in the best interests of the corporation.In addition, BCE Inc. effectively mandates the use of fairness hearings by courts in consideration of plans of arrangements, as was notably practiced during the litigation that took place on the 2010 share buyout by Magna International.

The much higher fiduciary duty has strong conceptual differences from the principle of good faith, yet shares this common underlying policy governing corporate and commercial relationships.

[3] Following BCE, the Court of Appeal of British Columbia noted that "breach of fiduciary duty ... 'may assist in characterizing particular conduct as tending as well to be 'oppressive', 'unfair', or 'prejudicial'".

Establishing a breach of the tripartite fiduciary duty has the effect of raising a presumption of conduct contrary to the reasonable expectations of a complainant.