500-05-001686-946
PAGE: 114
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09
[
549] Transactions between Castor and Stolzenberg , or between Castor and
companies in which Stolzenberg had significant control or influence, were RPTs to be
5
10
disclosed . Castor’s audited consolidated financial statements disclosed some of
5
11
those transactions as RPTs , but not all of them.
5
12
[
550] Stolzenberg was the owner of record of 612044 Ontario
and through it, of
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9
7872 Canada. Stolzenberg was the incorporator, the President and a director of the
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13
514
7872 . 612044 had pledged its shares of 97872 to secure a loan from Castor .
[
551] Because they were subject to common control or significant influence through
Stolzenberg, Castor’s transactions with 97872 Canada and 612044 Ontario should have
been disclosed. 5
15
[
552] Stolzenberg had the ability to exercise, and did exercise significant control or
516
influence on Trinity Capital Corporation (“Trinity”) . Because they were subject to
common control or significant influence through Stolzenberg, Castor’s transactions with
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17
Trinity should have been disclosed .
[
553] Given their actual role, not because of their titles and notwithstanding the fact
that Stolzenberg had generally the final decision-making authority, Gambazzi and
Bänziger had the ability to exercise control or significant influence, directly or indirectly,
over the operating and financial decisions of Castor and its subsidiaries. Gambazzi and
Bänziger were related to Castor and its subsidiaries.
[554] Section 3840.04 (d) provides:
5
5
5
5
5
5
5
09
10
11
12
13
14
15
Wightman, September 5, 1995, p. 121.
Wightman, July 18, 1996, p. 90.
Transactions with 606752, Wost Holdings and Wost Development
PW-338
PW-1102A-6
PW-2908, vol.1. p.4-E-32 and PW-1102A-6
PW-1102-A6 ; O’ Connor, January 14, 2009; O’Connor, January 15, 2009; PW-167 Y, PW-292, PW-
3
23, PW-324, PW-325, PW-340, PW-565, PW-566-18, PW-571-15A, PW-571-15B, PW-571-15C,
PW-571-22, PW-571-23, PW-572-2, PW-572-4, PW-572-5, PW-572-10, PW-572-13-1, PW-572-27,
PW-573-51,PW-573-53, PW-668-1a, PW-668-1c, PW-669-1e, PW-669-2a, PW-669-3a, PW-1101,
PW-1102, PW-1103, PW-1159-A-1, PW-2400-88, PW-2400-104,PW-2400-112,PW-2400-118, PW-
2
400-119, D-94, D-97, D-115, D-1078 ; PW-326, PW-327, PW-328, PW-566-18, PW-566-25a, PW-
103, PW-1053-23-12
1
5
16
17
Finn, July 25, 2000, pp. 241 to 245, 283, 284, 287 to 292; Finn, July 26, 2000, pp.400,401, 437, 439,
4
62, 469, 471, 494, 495, 511 and 512; Binch, October 29, 2001, pp.30, 45; Binch, October 30, 2001,
pp.197, 219, 232; Binch, October 31, 2001, pp.392,393, 394, 402, 471, 480; Vance, June 4, 2008,
pp.43-46, Rosen, March 31, 2009, pp 204-210 and Selman, May 7, 2009, pp. 69-70; See also
exhibits D-600, D-601, D-602, D-603, D-604, D-869, D-872, D-873, D-875, D-876, D-899, D-901.
PW-1419-1, 3840.03 and 3840.10 (1988); PW-1419-2, 3840.03 and 3840.10 (1989) and PW-1419-3,
5
3
840.03 and 3840.10 (1990)