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Foiled Again! Icahn Loses Latest Bid to Overturn Lionsgate Stock Swap

Billionaire investor has been trying — with little success — to reverse a debt for equity transaction that reduced his stake in the Vancouver studio

Another day, another legal defeat.

A British Columbia Appeals Court denied Carl Icahn's latest attempts to reverse a debt for equity swap that reduced the corporate raider's stake in Lionsgate. 

Attorney's for the Icahn Group argued that the Vancouver-based studio lied when it said it issued more stock last July in order to de-leverage the company, and that Lionsgate's true intention was to cripple Icahn's hostile takeover bid. 

Also read: NY Supreme Court Dismisses Icahn Complaint Against Lionsgate

However, three Appeals Court judges ruled that the transaction was legal.

“The dilution of Icahn’s shareholdings was an unavoidable result of the de-leveraging and Icahn was the only shareholder who took issue with the board’s approval of the impugned transactions,” Tuesday's decision reads. 

Icahn has waged a protracted legal battle against Lionsgate with little success for much of the past year. The British Columbia Supreme Court, along with the New York Supreme Court, ruled earlier this year that the swap, which increased Mark Rachesky's stake at the expense of Icahn, was not "oppressive."

In a 48-page written decision, the Canadian Appeals Court said that the earlier decision was sound.  

"It is my view that no error has been shown in the chambers judge‟s reasoning on either branch of the case as argued, or in his Icahn Partners LP v. Lions Gate Entertainment Corp. conclusion that the affairs of Lions Gate were not carried out in a manner oppressive or unfairly prejudicial to the appellants," the appeals court decision reads. 

Icahn's failure to overturn Lionsgate's moves undermined the billionaire investor's bid to place loyalists on Lionsgate's board of directors. With his own stake in the company reduced from 38 to 33 percent, shareholders rejected the billionaire investor's five nominees at the company's annual meeting last December.