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 […]
Supreme Court of Canada Considers Definition of “Material Change” in Securities Act
We previously wrote about a decision of the Court of Appeal that concerned the meaning of the phrase “material change” as found in the Securities Act. The case involved a plaintiff’s claim that the defendant company had failed to satisfy its statutory obligation to disclose “forthwith” a “material change” in its affairs. The case was […]
Court of Appeal Outlines Limits on the Power of the Securities Commission to Compel Production of Documents
The Court of Appeal recently issued a decision in Binance Holdings Limited v. Ontario Securities Commission, circumscribing the power of the Securities Commission to issue summonses for the production of documents. The case involved Binance Holdings Limited (“Binance”), a Cayman Islands corporation. Binance operates an online cryptocurrency asset trading platform and has been involved in […]
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 […]
Broad Use of Summary Judgment and Resulting Trust Confirmed in Property Dispute
In Fang v. Yin, the Court of Appeal for Ontario addressed a contentious dispute arising from a joint real estate venture that ultimately devolved into litigation over ownership, partnership, and alleged misconduct. The decision provides important guidance on several key litigation issues, including the proper use of summary judgment, the evidentiary assessment of informal agreements, […]