skip to content

Oppressive Conduct

In Canada and Ontario shareholders have access to a remedy that protects them from oppressive, prejudicial, or otherwise unfair conduct by the corporation and its directors. This remedy has been codified in the Canada Business Corporations Act and its provincial counterparts such as the Ontario Business Corporations Act.

An oppression remedy is a significant and very powerful tool that allows the court wide remedies in the resolution of business disputes. For instance, the court is given wide latitude according to the Canada Business Corporations Act to “make any interim or final order it sees fit” [section 241 (3)]. As such some of the actions the court can take include: an order to restrain the conduct, an order to replace all, some, or add directors to corporation, an order to exchange or issue securities, an order setting aside a transaction, an order of compensation, and an order liquidating or dissolving the corporation amongst many others.