Teck Corp Ltd v Millar, (1972), 33 DLR (3d) 288 (BCSC) is an important Canadian corporate law decision on a corporate director's fiduciary duty in the context of a takeover bid.
Justice Thomas R. Berger of the British Columbia Supreme Court held that a director may resist a hostile take-over so long as they are acting in good faith, and they have reasonable grounds to believe that the take-over will cause substantial harm to the interests of the shareholders collective.
In doing so, Teck sought to ensure procurement of a contract with Afton to develop the copper property.
Before Teck could exercise its majority voting control to replace the board of directors with its own nominees, the Afton board signed a contract with another company that effectively ended Teck’s control position in Afton.
This concern for the collective interests of shareholders, rather than strict adherence to majority rule, is consistent with the tripartite fiduciary duty.