Abitibi Power and Paper Ltd. (Abitibi) endured the longest and most controversial receivership in Canadian history. Receivership is a secured creditors’ remedy to deal with corporate failure. At the time of its collapse, Abitibi was the largest Canadian company to be placed into receivership. As Barry Boothman writes in this book, “the scale of the disaster had few parallels in Canadian business” (242). The receivership began in 1932, ending well over a decade later in 1946. The failure of legal and political institutions helps explain why the receivership lasted so long. While Abitibi remains at the center of the work, the scope is indeed much broader (consider that the book does not reach the receivership until page 244). Abitibi's failure is considered in the context of the wider collapse of the newsprint industry in the late 1920s and early 1930s. The collapse was not permanent, as Abitibi prospered for two generations after the receivership before ending up back in a corporate insolvency restructuring in 2009.
The book is organized into four sections. The first considers how settlers discovered and developed Northern Ontario, the relationship between Canada's legal institutions and corporate enterprise, and the rise of the pulp and paper industry. Dispelling earlier accounts of an oligopolistic; that is, an extremely concentrated, industry, the author demonstrates how the newsprint industry was actually deeply competitive. The second section examines how initial economic success became a catastrophe. The author explores how Abitibi sought to expand through a series of corporate acquisitions. This over expansion of Abitibi ultimately led to a “descent into economic collapse” (xxii). Part three studies the initiation of the receivership and how the bond holders (secured creditors) manipulated the legal process to their advantage, as against unsecured creditors and shareholders. The final part analyzes the attempt by the bond holders to foreclose on the assets of Abitibi and how the provincial government responded dramatically by passing a legislative moratorium on creditor actions. In 1943, the Privy Council ultimately upheld the Abitibi Moratorium Act, which forced the parties to return to the bargaining table.
The study provides a “unique window” for understanding the rise and fall of the newsprint industry, but the author also situates the study more broadly within “the institutional framework that shaped the formation of Canadian corporate capitalism” (xviii). The development or lack of development of legal institutions shaped the prolonged Abitibi receivership. For example, there were institutional barriers to financial disclosure, as Canadian law at the time did not require corporate executives to “warrant the declared value of properties, securities or book debts” (92). The absence of any such disclosure requirement “left great room for parboiling the books” (92). The weakness of Canadian restructuring law was also an important institutional factor that influenced the lengthy Abitibi receivership. In short, Canadian corporate law “was inadequate for handling large scale failures” (475). Further, the story is complicated by the attempted social control by various provincial governments. These government initiatives “proved confused and half hearted” (475).
Modern Canadian insolvency law decisions have recognized that beyond creditor interests, courts should also protect the broader public interest and the needs of employees. The author poignantly describes the devastating impact on communities and the unemployed affected by the closures of mills during the Great Depression. Northern towns faced drifters and mobs of unemployed men seeking relief aid. Yet the receivership proceedings took no account of the unemployed. The receivership remained rooted in formalism and focused mainly on the interests of the secured creditors. Judicial recognition of the public interest and the rights of unpaid employees in a corporate restructuring was still several generations away.
The book is deeply researched and the bibliography lists four pages of archival sources, including the numerous court proceedings and voluminous documents generated by the receivership, various Royal Commissions, and correspondence of the many politicians who became involved in the affair. The story is enriched by numerous quotes from media sources. Detailed financial information and statistics are contained in a series of appendices. One of the most interesting archival finds is that the Chief Justice of the Supreme Court of Canada, Sir Charles Fitzpatrick, a holder of Abitibi bonds, wrote to the premier of Ontario asking about the prospects for an end to the receivership (283). The author claims to avoid the “microscopic analyses that obsessed the participants” (xxiii), yet the amount of detail in this study at times overwhelms the reader as the narrative seeks to illustrate the tortuous evolution of the various plans to save Abitibi. The complexity of the story requires close attention to the ever-changing legal landscape and the numerous “senior executives, financial stakeholders, investors and politicians” (xxii) involved in the receivership.
The study fills an important gap in Canadian insolvency literature. While there are studies of the evolution of Canadian bankruptcy law and corporate reorganization under the Companies’ Creditors Arrangement Act, there are no works on the history of Canadian receivership law. This is the first work to uncover the “devious scheming, managerial incompetence, political chicanery, misgovernment, creative accounting, fuzzy financials, legal weasels [and] attempted theft” during the Abitibi receivership (xiii). Corporate Cataclysm provides insight on never before discovered details of one of the most important receiverships in Canadian history. The author is to be congratulated for this work.