Can a minority shareholder demand to see the buyer's offer before deciding whether to sell?

A minority shareholder generally has a right to enough information about a proposed transaction to make an informed decision on how to vote, and where a sale requires shareholder approval by special resolution, that typically includes being given the material terms of the offer being put to a vote — not necessarily every draft or internal negotiation detail, but the substance of what's actually being proposed.

Refusing to share the essential terms of an offer with a minority shareholder being asked to approve it can support a claim that the process unfairly disregarded their interests under Ontario's oppression remedy in the Business Corporations Act, particularly if the lack of information appears designed to prevent informed scrutiny of the deal. Exactly how much detail a minority shareholder is entitled to can depend on the specific corporate documents and the nature of the transaction, so a minority shareholder who feels they're being asked to approve something in the dark should ask directly for the offer's material terms before voting.