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: Shareholder Disputes
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 […]
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 […]
Winding-Up a Corporation on “Just and Equitable” Grounds
Ontario’s Business Corporations Act provides multiple ways a court may order the winding-up of a corporation. One common route for a court-ordered winding-up is a finding of oppression under section 248. However, other sections can also be used to force a corporation to be shut down by the courts, such as section 207(1)(b)(iv). Section 207(1)(b)(iv) […]
Contractual Terms and the Determination of Fair Value of Minority Shareholdings
It is commonly understood that minority shareholders have certain protections under the Business Corporations Act. This includes the right to dissent on a vote to approve certain significant corporate events, such as an amalgamation of the company or the sale of all of its property. The requirements for such a dissent are in section 185 […]
Shotgun Clauses in Shareholder Agreements
As investors with a say in all major business decisions, shareholders hold the bulk of power when it comes to how a company is run. The ability of shareholders to work together effectively is vital to a company’s day-to-day operations. When shareholders find themselves in a dispute, it must be resolved as quickly as possible, […]
Rogers Communications Facing Ongoing Strife After Ousting Director
The internal workings of Canadian telecom giant Rogers Communications have been the source of many headlines over the past week, after an attempt to shuffle the corporate leadership failed. Now, the various directors of the company are engaged in an ongoing dispute that could have long-term ramifications for the company’s shareholders and public reputation. Not […]
Cannabis Company Facing Class Action & Fraud Charges
One of the benefits of incorporating a business is the corporation becomes an entity unto itself, meaning the officers and directors are generally shielded from personal liability should something go wrong. However, this isn’t always the case, depending on the specific issue. As demonstrated by the ongoing trials and tribulations faced by an Ontario-based cannabis […]
Changes Coming to Business Corporations Act in July
There are changes taking effect to Ontario’s Business Corporations Act on July 5th, aimed at eliminating certain requirements in an attempt to make it easier for organizations in Ontario to do business. The changes come as part of Bill 213, the Better for People, Smarter for Business Act, which received royal assent near the end […]
The Importance of a Comprehensive Shareholder Agreement
The existence of a carefully thought-out shareholder’s agreement can go a long way to avoiding costly and time-consuming litigation. Shareholder agreements can set out the terms for various transactions in advance, determine how shareholders and directors are appointed, and a variety of other issues that will be faced by most shareholders over a corporation’s lifetime. […]