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CP: CN's proposed voting trust timetable is not constructive and not serious


Canadian National Ry. – Control – Kansas City Southern
Dear Ms. Brown:
I am writing on behalf of the Canadian Pacific
1 in response to the Motion to Adopt Procedural Schedule for Renewed Motion for Approval of Voting Trust Agreement (CN-15) filed by Canadian National ( CN ) this morning. 
CN s proposed three business day period for public comment on a Renewed Motion it has not yet prepared or filed is not constructive,
2 and is based on the false premise that members of the public were under an obligation to respond yesterday (
i.e., were only a few hours from the deadline to do so ) to CN s previous motion for voting trust approval.  The Board should not be cowed by CN s gamesmanship and aggressive tactics.  ....

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Contamination/Asset Purchase Agreement: Federal Appellate Court Interprets Indemnification Provision | Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.


The United States Court of Appeals for the Seventh Circuit (“Court”) addressed in a March 31st Opinion the indemnification provision of an Asset Purchase Agreement (“APA”) involving contamination that was identified subsequent to closing. See Wisconsin Central Ltd. v. Soo Line Railroad Co., No. 19-3129.
One of the questions involved whether a claim had occurred within the meaning of the APA triggering indemnification.
In 1987 Wisconsin Central, Ltd. (“Wisconsin Central”) entered into an APA with the Soo Line Railroad Company (“Soo Line”) to purchase certain rail lines. The APA allocated responsibility between the parties for future environmental liabilities.
Soo Line agreed to retain liability and indemnify Wisconsin Central for: ....

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