What is the test for de jure control of a corporation?

24 Linden J.A. acknowledged that control, for these purposes, means de jure and not de facto control, and that the single most important factor to consider is the voting rights attaching to shares. However, he was equally of the opinion that the scope of scrutiny under the de jure test has been extended “beyond a mere technical reference to the share register” (p. 109). After an exhaustive review of the case law, including cases which he interpreted as relying upon restrictions in the constating documents and “other agreements” as an indicator of de jure control -- and, in particular, Minister of National Revenue v. Consolidated Holding Co., 1971 CanLII 191 (SCC), [1974] S.C.R. 419 -- Linden J.A. concluded (at p. 118) that: . . . it is important to look to the legal position of the parties as displayed in the wider circumstances of the parties’ affairs. . . . [T]rue de jure control is just what it is stated to be, control at law. Any binding instrument, therefore, must be reckoned in the analysis if it affects voting rights.