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Corporations - Holding Companies. SS&C Technologies Canada Corp. v. The Bank of New York Mellon Corporation
In SS&C Technologies Canada Corp. v. The Bank of New York Mellon Corporation (Ont CA, 2024) the Ontario Court of Appeal dismissed a contractual appeal, here considering what a 'holding company' is:[46] .... The trial judge found that Mellon Financial was a holding company, meaning that it was formed to control its subsidiaries in the Mellon Trust brand through stock ownership and supervising their management. See Manitoba Netset Ltd. v. High Speed Mole Inc., 2013 MBQB 205, 296 Man. R. (2d) 162, at para. 20, aff’d, 2015 MBQB 60. But the trial judge’s inference, that because Mellon Financial was a holding company, its subsidiaries exclusively serviced customers and it did not need data itself, simply does not follow. As BNY concedes, holding companies are not necessarily shell companies. Rather, Mellon Financial had its own market data employees, including BNY’s two lead witnesses in this case. One of those employees, the same senior executive who signed the May 11, 2007 letter, deposed that Mellon Financial itself, not merely its affiliates, provided services under the Mellon Trust brand name. And even the witness whose evidence BNY relies on to defend the trial judge’s finding deposed that BNY provides some services directly to external customers. ....
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