Commercial disputes involving closely held corporations often raise a familiar tension: when can creditors or stakeholders pursue remedies against individuals behind a corporation, rather than being confined to claims against the corporate entity itself? The Ontario Court of Appeal’s recent decision in Jiang v. 12280451 Canada Inc. provides important guidance on this issue, particularly in […]
Category Archives: Commercial Litigation
Ontario Court Refuses to Adjourn Shareholder Meeting Despite Oppression Allegations
Shareholder disputes frequently arise during corporate transitions—board elections, annual general meetings, record dates, or contested nominations. When tensions escalate, dissatisfied shareholders may seek urgent court intervention under the oppression remedy in the Ontario Business Corporations Act (OBCA). In Kaos Capital Ltd. v. Psyence Biomedical Ltd., the Ontario Superior Court of Justice was asked to do […]
Corporate Records at Centre of Family Business Shareholder Dispute
Disputes involving closely held corporations often arise at the intersection of business, family relationships, and informal governance practices. When those disputes reach the courts, the absence of clear records and the presence of deeply entrenched personal conflict can significantly complicate adjudication. The Ontario Court of Appeal’s recent decision in Mellace v. Mellace provides a detailed […]
Investigations Under the Business Corporations Act
The Business Corporations Act provides various remedies to a broad group of corporate stakeholders, depending on the nature of their complaint. For example, we have previously written about the oppression remedy and derivative claims. Stakeholders would do well to take note of another type of remedy available under the statute, namely the appointment of an […]
Dilution Disputes: When Changing Ownership Percentages Leads to Litigation
Ownership percentages are the backbone of most closely held corporations, joint ventures, and private business arrangements. They determine voting power, entitlement to profits, access to information, and ultimately who controls the future of the business. When those percentages change, particularly without unanimous agreement, conflict often follows. Dilution disputes arise when one owner’s percentage interest is […]
Condominium Liens and the Oppression Remedy
The Ontario Court of Appeal’s decision in Metropolitan Toronto Condominium Corporation No. 1067 v. 1388020 Ontario Corp. provides important guidance on three key litigation issues: the proper use of summary judgment where credibility is contested, the requirement to plead limitation defences, and the limits of a court’s remedial authority under the oppression provisions of the […]
Costs Deferred in Derivative Action Leave Application
The Ontario Superior Court of Justice’s decision in Clark v. Cen-Ta Real Estate Ltd et al provides useful guidance on how courts may approach costs in the context of derivative proceedings, particularly at the leave stage. While the applicant was successful in obtaining leave to bring a derivative action, the Court ultimately declined to award […]
Court of Appeal Upholds Two-Year Limit on Audited Financial Statement Requirement
The Ontario Business Corporations Act (OBCA) imposes various requirements on corporations regarding their financial statements. The question recently came before the Court of Appeal of whether or not one of those obligations is subject to a limitation period set out in the Limitations Act, 2002. The case provides helpful guidance not only on the issue […]
Addressing Fraud and Embezzlement Through Derivative Litigation in Ontario
Fraud and embezzlement are among the most serious breaches of trust that can occur within a corporation. When corporate insiders, such as directors, officers, or controlling shareholders, engage in misconduct that harms the corporation itself, traditional remedies available to shareholders may not be sufficient. In such cases, derivative litigation can serve as a powerful legal […]
Revisiting Shotgun Clauses in Shareholder Agreements
We previously wrote about shotgun clauses and their enforceability. Recent case law has provided additional insights into such clauses and how they work. This blog post will explore those recent cases and highlight some of the emerging nuances. Case Involved Dispute Over Whether Exercise of Shotgun Clause Created a Binding Agreement to Sell Shares The […]