The Ontario Superior Court on Tuesday approved Magna International's $1.1-billion deal with founder Frank Stronach.

The deal would have management of the auto-parts giant, based in Aurora, Ont., compensate Stronach and his family trust for giving up control of the company.

Large shareholders had opposed the deal because of the size of the premium founder Frank Stronach and executive vice-chair Belinda Stronach, his daughter, would receive. (Frank Gunn/Canadian Press)

Judge Herman Wilton-Siegel ruled the shareholder vote in favour of the deal "can reasonably be regarded as a proxy for the fairness and reasonableness of the proposed arrangement."

Stronach would receive $300 million US in cash, $120 million in consulting fees over the next four years, nine million single-vote shares of Magna and control over a new joint venture focused on electric vehicles.

Several large shareholders had opposed the plan because of the large premium that Stronach would receive.

Among them were the Ontario Teachers' Pension Plan, the Canada Pension Plan Investment Board, the Ontario Municipal Employees Retirement System, Alberta Investment Management Corp. and British Columbia Investment Management Corp.

But Wilton-Siegel wrote "on a standard of careful scrutiny, it is clear the elimination of the dual-class capital structure would benefit Magna, both from a corporate governance and from a financial perspective."