Retiree in Alberta wins dispute over stock options deadline

An Alberta court has ruled that Canadian Natural Resources Ltd. (CNR) was wrong to deny a retiring employee the proceeds of his stock options when the transaction to exercise the stock options would have occurred after the deadline.

The Provincial Court of Alberta found that CNR should have allowed retiring employee Brandon Wild to receive the proceeds of his stock options.

The company argued that Wild had failed to exercise his options by the deadline set out in the employee stock option plan.

The decision indicated that Wild voluntarily retired from CNR, effective April 28, 2017. While travelling in the U.K., he attempted to exercise his options on May 28, 2017, using the “cashless sale exercise.”

When he didn’t receive the proceeds from his options and followed up with the company, it said that he didn’t exercise the options in time.

He had 30 days after his retirement date to exercise the options, but the company said in an email that the options “have cancelled because they did not go to market until Monday, May 29 – your 31st day.”

Wild argued that he communicated his intent to exercise his options within the 30-day limit. CNR maintained that he missed the deadline because the transaction couldn’t take place until day 31.

“Wild submits that by logging into the Shareworks website, as required, making the necessary entries and attempting to exercise his share options within the 30-day option period, he has complied with [the terms of the option plan],” the court noted.

Ultimately, it sided with Wild.

“When a participant explicitly communicates their intention to exercise vested stock options within the requisite option period and the cashless sale option is preferred, it is an exceedingly simple step for CNR to indicate the exercise is acknowledged and will be completed the next business day,” the court said.

It ruled that if the options transaction had to be completed within the 30 days, as the company argued, “that would effectively shorten the exercise period.”

The court said that Wild is entitled to the monetary value of his options, which was $43,799 plus costs.

James Langton

James is a senior reporter for Advisor.ca and its sister publication, Investment Executive. He has been reporting on regulation, securities law, industry news and more since 1994.