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 […]
Category Archives: Complex Corporate Commercial Litigation
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 […]
Can a Financial Forecast Form the Basis of a Claim For Negligent Misrepresentation?
Misrepresentations are an essential topic in both contract and tort law. Where a party makes a misrepresentation to another that causes harm, that misrepresentation may be actionable as a tort. Such tortious misrepresentations are generally categorized as either fraudulent or negligent, and if proven, entitle the plaintiff to resulting damages. They also have consequences in […]
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 […]
Personal Liability of Corporate Directors In An Oppression Claim
A recent decision of the Superior Court of Justice is a helpful reminder of the personal liability a corporate director may face in relation to an oppression claim brought by a creditor of that corporation. Creditors looking to pursue claims against a debtor corporation that may have insufficient assets to satisfy the claim would be […]
A Primer on Garnishment and How It May Be Contested
Garnishment can be a powerful debt collection method by which a creditor can satisfy a judgment it obtains against a debtor. It is commonly used in the context of employment, where a debtor’s employer must turn over a portion of the debtor’s wages to the creditor. However, it can also be used in other contexts […]
Shareholder Disputes: Understanding the Oppression Remedy in Commercial Litigation
Shareholder disputes are an unfortunate reality in commercial enterprises. Disagreements can arise regarding the company’s direction, financial decisions, or the value of individual shareholdings. When such conflicts escalate, shareholders may seek legal recourse. One crucial tool available in Ontario and Canada is the “oppression remedy,” enshrined in both the Ontario Business Corporations Act (OBCA) and […]
An Update on Ontario’s Ultimate Limitation Period
We have previously written about the different limitation periods set out in the province’s Limitations Act. Generally speaking, where a party does not bring their claim against another within the time period stipulated in that statute, their right to do so will expire. This time period is known as a “limitation period.” Usually, under the […]