When the corporation’s control gets out of hand, when the conduct of its managers is detrimental and abusive, a corporation’s shareholders are entitled to certain remedies. One such remedy is the oppression remedy – the “super remedy” of business litigation.Oppression remedy is the most comprehensive type of remedy in corporate law. It accords the court a great deal of discretion in dealing with conduct that is deleterious to the well being of the corporate organization. Section 248(3) of the Ontario Business Corporations Act (“OBCA”), provides, among other remedies, the following relief:
- an order restraining the conduct complained of;
- an order to regulate a corporation’s affairs by amending the articles or by-laws or creating or amending a unanimous shareholder agreement;
- an order appointing directors in place of or in addition to all or any of the directors then in office;
- an order varying or setting aside a transaction or contract to which a corporation is a party and compensating the corporation or any other party to the transaction or contract;
- an order compensating an aggrieved person; and
- an order winding up the corporation.
The oppression remedy is a powerful tool that can help unlock a stalemate, reverse abusive conduct and shut down the entire business operation altogether. The proceeding is complex, however, it may help fix what may seem to be, a dismal situation.