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: Oppression Claims
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 […]
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 […]
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 […]
Shareholder Oppression in Family-Owned Businesses
Family-owned businesses are the backbone of Ontario’s economy, often built on strong personal relationships and shared visions. However, disputes can become particularly contentious due to the overlap of personal and business interests. Shareholder oppression is a significant legal issue that can emerge in these businesses, particularly when minority shareholders feel majority stakeholders are acting unfairly […]
Oppression Remedies Should Not Be Based Solely On Agreements Between Stakeholders
A recent Ontario Court of Appeal decision considered the role that agreements signed between corporate stakeholders play in an individual’s claim for an oppression remedy under the federal Canada Business Corporations Act. The case is a useful reminder of the need for a holistic, contextual approach to the issue of oppression rather than one limited […]
Award for $182,000 Relating to “Loss of Business Value” Set Aside by Divisional Court
A recent decision from the Divisional Court of Ontario Superior Court of Justice set aside a trial judge’s order awarding $182,000 in damages for “loss of business value.” The defendants appealed the matter to the Divisional Court, where it was determined that the trial judge’s decision was grounded in facts and law. However, the Court […]
Shareholders’ Agreement Helps Founder Obtain Oppression Remedy
The oppression remedy protects individuals with an interest in a corporation from corporate actions that are harmful by protecting their reasonable expectations. If a claimant can show unfair conduct by a corporation resulting in prejudice to their interests, the oppression remedy enables a court to intervene. Because the key to the remedy is a focus […]
The Condominium Act & The Oppression Remedy
We have previously written about the remedy of oppression, and how it applies to the actions taken by a corporation that cause harm to individual shareholders, officers, directors, creditors or debtors. The remedy applied will depend on the type of oppressive conduct, but can include restraint fo the conduct, removal of officers or directors, and […]
The Discoverability of Oppression Claims
The Ontario Court of Appeal (ONCA) in Maurice v. Alles (2016) found section 4 of the Limitations Act to apply to oppression claims under the Ontario Business Corporations Act (OBCA). Accordingly, claimants must bring their oppression claims within two years of the alleged oppressive conduct, subject to discoverability. In the case of multiple oppressive acts […]