Oppression Remedy and D&O’s Personal Exposure

Oppression proceedings are frequently litigated in court. A viable oppression claim exists where the evidence establishes the reasonableness expectations held by the complainant, and the violation of the reasonable expectation by corporate conduct that was oppressive or unfairly prejudicial to or that unfairly disregarded the interest of the complainant. Where such claim is proven, courts have broad jurisdiction and power to ensure “not just what is legal but what is fair” (Mennillo v. Intramodal inc., [2016] 2 SCR 438, at para. 8).

Three questions are often raised about oppression proceedings:

1. What kind of court orders may be obtained under this power?

2. Who may have standing to seek an oppression remedy?

3. As corporations are managed by officers or directors, is there risk of personal liability for

directors or officers of a company who engage in oppressive conduct?

Those are complex legal questions. No attempt is being made in this short article to give fulsome

answers. A few points are discussed below to show the importance of the oppression remedy for

business activities conducted with or through corporations.