Common situations
- A minority shareholder excluded from management, information or distributions
- A director or officer diverting business opportunities, clients or funds
- Deadlock between equal shareholders
- Disputes about a shareholder agreement, including buy-sell and non-competition terms
- A shareholder removed as an employee or director and seeking to be bought out
- Disputes about the value of shares in a buyout
How these claims work
The oppression remedy under the Business Corporations Act (Ontario) gives the court broad power to rectify conduct that is oppressive, unfairly prejudicial, or unfairly disregards the interests of a shareholder or other complainant. The court asks what the complainant reasonably expected, and whether those expectations were defeated by unfair conduct.
Fiduciary duty claims focus on the conduct of directors and officers: whether they acted honestly and in good faith in the company’s best interests, and with appropriate care.
A derivative action, brought with the court’s permission, lets a shareholder pursue a claim that belongs to the company.
What happens next
- Review the governing documents: articles, by-laws, the shareholder agreement and minute books.
- Gather the record: financial statements, bank records and communications.
- Consider valuation early. Many disputes end in a buyout, and the value of the shares often matters most.
- Choose the route: negotiation, mediation, an application or an action, with urgent relief if assets or the business are at risk.