Proceedings

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IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED

- and -

IN THE MATTER OF MI DEVELOPMENTS INC.

ORDER GRANTING LIMITED INTERVENOR STATUS
TO MAGNA ENTERTAINMENT CORP.

(Motion for standing in the hearing on the merits
under subsection 104(1) and section 127 of the Act)



Motion Hearing: August 19, 2009  
     
Panel: James E. A. Turner - Vice-Chair
     
Counsel: René R. Sorell
Andrew B. Matheson
(McCarthy Tétrault LLP)
- For Greenlight Capital, Inc. (an independent shareholder of MI Developments Inc. (“MID”))
     
  Michael E. Barrack
Jessica S. Bookman
(ThorntonGroutFinnigan LLP)

Shane Priemer
(Voorheis & Co. LLP)
- For Farallon Capital Management, LLC, Hotchkis and Wiley Capital Management, LLC, Donald Smith & Co. Inc., Owl Creek Asset Management, LP, North Run Capital, LP, Pzena Investment Management, LLC (MID independent shareholders)
     
  Kent E. Thomson
Andrea L. Burke
Vincent A. Mercier
(Davies Ward Phillips & Vineberg LLP)
- For MI Developments Inc.
     
  Wendy Berman
Melissa MacKewn
(Heenan Blaikie LLP)
- For The Special Committee of the Board of Directors of MID
     
  Laura K. Fric
Emmanuel Z. Pressman
Craig T. Lockwood
(Osler, Hoskin & Harcourt LLP)
- For Magna Entertainment Corp.
     
  Peter F. C. Howard
Edward J. Waitzer
Amanda Linett
(Stikeman Elliott LLP)
- For Fair Enterprise Limited
     
  David Hausman
(Fasken Martineau DuMoulin LLP)
- For The Official Committee of Unsecured Creditors of MEC
     
  Anne Sonnen
Alexandra Clark
Shannon O’Hearn
Jason Koskela
- For Staff of the Ontario Securities Commission


ORDER GRANTING LIMITED INTERVENOR STATUS
TO MAGNA ENTERTAINMENT CORP.


    WHEREAS Farallon Capital Management, LLC, Hotchkis and Wiley Capital Management, LLC, Donald Smith & Co. Inc., Owl Creek Asset Management, LP, North Run Capital, LP and Pzena Investment Management, LLC (the “Shareholders”) on behalf of themselves and funds and entities under their management have requested by way of an application dated July 10, 2009 (the “Farallon Application”) that the Commission convene a hearing to review MI Development Inc.’s (“MID”) compliance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) in connection with certain transactions;

    AND WHEREAS Greenlight Capital, Inc. (“Greenlight”) has requested by way of an application dated July 13, 2009 (the “Greenlight Application”) that the Commission convene a hearing to review MID’s compliance with MI 61-101 in connection with the same transactions;

    AND WHEREAS on August 11, 2009, the Commission issued a Notice of Hearing pursuant to subsection 104(1) and section 127 of the Securities Act, R.S.O. 1990, c. S.5, as amended (“the Act”) to consider the Farallon Application and the Greenlight Application (the “Applications”);

    AND WHEREAS the Commission will hold a hearing on the merits pursuant to subsection 104(1) and section 127 of the Act commencing on Wednesday, September 9, 2009 at 9:00 a.m. or as soon as practicable thereafter (the “Hearing”) to consider the Applications and whether the Commission should make an order under subsection 104(1) and/or section 127 of the Act, as the Commission deems appropriate;

    AND WHEREAS Magna Entertainment Corp. (“MEC”) is not named as a party to the Applications;

    AND WHEREAS on August 6, 2009, MEC filed a motion for full intervenor standing with respect to the Applications;

    AND WHEREAS MEC submits that the matters at issue in the Applications directly affect it;

    AND WHEREAS MEC in making its motion for standing relies on Rule 1.8 of the Commission’s Rules of Procedure, (2009) 32 OSCB 1991, which sets out the relevant factors that are to be considered by a panel on a motion by a person for leave to intervene in a proceeding before the Commission;

    AND UPON considering the written materials filed by counsel for MEC, by the current parties to the Applications and by Staff;

    AND UPON considering the oral submissions made by counsel for MEC, by the current parties to the Applications and by Staff;

    AND UPON being satisfied that granting MEC limited standing on the terms and conditions set out below would be of assistance in securing a just and expeditious disposition of the Applications;

IT IS ORDERED THAT:
MEC is granted limited standing in the Applications on the following terms and conditions:
  1. MEC shall be entitled to make oral and written submissions with respect to the appropriateness and scope of any Commission order in disposing of the Applications, as that order could affect MEC.
  2. MEC’s standing shall be subject to MEC complying with the timetable agreed to by the current parties to the Applications, and by Staff, for delivery of written submissions and facta upon which they intend to rely at the Hearing.
  3. This order is subject to any further order or direction that the panel on the Hearing may deem appropriate.
DATED at Toronto this 20th day of August, 2009.



    James E. A. Turner"    
James E. A. Turner