My business partner is squeezing me out in Ontario — what is an oppression remedy and how does it work?
The oppression remedy lets a shareholder, director or officer ask the court to fix conduct that is oppressive, unfairly prejudicial or unfairly disregards their reasonable expectations — including by ordering a buy-out.
The oppression remedy under the Ontario Business Corporations Act (or the CBCA for federal corporations) is deliberately broad. A complainant must show a reasonable expectation — usually drawn from the shareholders' agreement, the parties' course of dealing or representations made at the outset — and conduct that breached it in a way that is oppressive, unfairly prejudicial, or unfairly disregards the complainant's interests.
Typical fact patterns are exclusion from management, cutting off dividends or salary while the majority continues to draw compensation, diverting corporate opportunities, and share issuances that dilute a minority.
The remedial toolkit is unusually wide: the court can order a share buy-out at a determined value, replace directors, unwind transactions, or order compensation personally against a director. Related derivative claims and access to corporate records often run alongside. Preserve the records and the email trail before raising it.
Source: Business Corporations Act, R.S.O. 1990, c. B.16, s. 248
This work is handled by Maryam Noorzad (Corporate / business). Read more about corporate / business at VK Law Group, or send us the facts and we will tell you where you stand.
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