What corporate actions trigger a shareholder's right to dissent and demand fair value for their shares?

Dissent rights under the OBCA are not triggered by ordinary business decisions or day-to-day management choices a shareholder might disagree with — they are reserved for a specific list of fundamental changes set out in the statute that meaningfully alter what the shareholder originally invested in. Common triggering events include an amalgamation with another corporation, a continuance of the corporation into another jurisdiction, which changes which corporate law governs it, a sale, lease, or exchange of all or substantially all of the corporation's assets outside the ordinary course of business, and certain amendments to the articles that restrict share transfers, change rights attached to a class of shares, or otherwise materially affect what the shareholder holds.

The common thread across these triggers is that each represents a fundamental change to the corporation's structure or the shareholder's rights, as opposed to routine matters like electing directors or approving ordinary contracts, which do not give rise to dissent rights at all. Whether a specific proposed transaction actually falls within one of these categories can be a genuine legal question in complex transactions, so a shareholder who is uncertain should get advice before the shareholder meeting, since dissent rights come with strict procedural deadlines tied to that vote.