Can a minority shareholder be excluded from any earn-out or holdback payments the majority negotiates?

It depends on how the sale is structured and what the minority shareholder is actually selling. Where all shareholders are selling their shares together in the same transaction, an earn-out or holdback that forms part of the purchase price generally needs to be shared proportionately among shareholders of the same class, and structuring the deal to route that value only to the majority while excluding a minority shareholder can support a claim under Ontario's oppression remedy that the transaction unfairly disregarded the minority's interests.

There can be legitimate exceptions — for example, where an earn-out is genuinely tied to specific individuals staying on and contributing to future performance, such as majority owners remaining as employees or managers, rather than to share ownership itself, since that kind of payment may reasonably belong to those individuals rather than to shareholders generally. A minority shareholder who discovers they've been excluded from value flowing from their own shares should get legal advice promptly to assess whether the structure was legitimate or designed to disadvantage them.