Our lawyers have acted in Ontario and other jurisdictions for small and mid-sized Ontario corporations, shareholders, directors, officers, executives and creditors in corporate disputes and shareholder disputes. We have acted in both oppression remedy action and derivative actions.
The oppression remedy is a mechanism in the Ontario Business Corporations Act and the Canada Business Corporations Act to protect the interests of shareholders and stakeholders in a corporation against wrongful conduct. Whether the Ontario or Canada Act will apply depends on the jurisdiction in which the corporation was incorporated.
The oppression remedy can be used to protect the interests of shareholders, directors, officers or creditors against the acts of other shareholders, the board of directors or other affiliates of the corporation. When any act or omission of the corporation or any of its affiliates effects or threatens to effect a result; the business or affairs of the corporation or any of its affiliates are, have been or are threatened to be carried on or conducted in a manner; or the powers of the directors of the corporation or any of its affiliates are, have been or are threatened to be exercised in a manner that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any security holder, creditor, director or officer of the corporation, the court may make an order to rectify the matters complained of.
See our webpage on Oppression Remedy for minority shareholders.
Directors and Officers Liability
Directors and officers of companies are expected to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
This duty of care is codified in the Ontario Business Corporations Act which applies to corporations incorporated in Ontario, and the Canada Business Corporation Act for Federally incorporated corporations.
The Courts have developed the “business judgment rule”, which provides that a director or officer will generally not be liable where the process used by the director or officer in reaching a decision was either rational or employed in a good faith effort to advance corporate interests.
See our webpage on Directors and Officers Liability and Fiduciary Duties.
Please contact Gilbertson Davis LLP to request an initial consultation.