Shareholder Oppression Lawyers

What is shareholder oppression?

In addition to other remedies available at common law, like breach of contract or breach of fiduciary duty, the oppression remedy provides corporate stakeholders with an avenue for recourse against a corporation that has unfairly disregarded their interests.

Who can pursue the oppression remedy?

The oppression remedy allows “complainants” to apply for an oppression remedy order. A “complainant” may be a shareholder of the corporation, a director or officer of the corporation, and, in some circumstances, a creditor of the corporation.

If a potential complainant does not fit into one of these categories, the Court also has discretion to determine if they are a proper complainant in the circumstances.

What constitutes oppression?

When assessing whether oppression has occurred, the Court asks whether the business or affairs of the corporation have been carried on or conducted in a manner that is oppressive or unfairly prejudicial, or that unfairly disregards the interests of a stakeholder.

Oppressive conduct must go beyond a decision that a particular stakeholder does not like; Courts are generally hesitant to substitute their business judgment for that of the persons controlling the corporation. The conduct must represent a departure from the standards of fair dealing and a violation of the conditions of fair play on which every shareholder who entrusts his money to a company is entitled to rely.

What are the consequences of shareholder oppression?

The Court has broad remedial powers to make any order it deems appropriate to address the oppressive conduct, including an order to compensate the aggrieved person. Common remedies include restraining the oppressive conduct, appointing a receiver-manager, removing an officer or a director, and order for compensation.

The court will always seek to intervene in as minimal a way as possible in the circumstances, to address the imbalance or the conduct subject of complaint. The court’s primary consideration in selecting the appropriate remedy is what is in the best interests of the corporation, its shareholders, directors and officers.

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