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Between 1884 and 1963, CP sold a number of lands not required for railway purposes, the major part of which came from O & Q lands themselves, and the rest from lands of TG & B or WOP leased to CP through O & Q. In 1932 and 1971, CP also abandoned parts of the railway system that were uneconomical to operate. From 1963 to 1973, CP sold, at their book value, a considerable number of surplus lands to a development company, Marathon Realty Co. Ltd. ("Marathon"), a wholly-owned subsidiary of Canadian Pacific Investments Ltd., which prior to 1967, was a wholly-owned subsidiary of CP. In 1967, CP sub-leased to Marathon for 99 years certain designated surplus lands. This procedure, however, caused difficulties for Marathon in obtaining financing. In 1973, to remedy the situation, CP installed in O & Q a Board of Directors constituted of persons completely independent of CP and, then, O & Q and CP agreed to sell and convey to Marathon all the surplus lands free from incumbrance for a certain price. This agreement was authorized by the shareholders of O & Q at a meeting purportedly called in accordance with the by-laws of that company. At the meeting, CP, which held almost 80 per cent of O & Q shares, voted all its share-holdings in O & Q and thus overrode the objections of the minority stockholders of O & Q to the Marathon transaction.
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