What happens if a minority shareholder never received financial statements before being asked to approve a sale?

Shareholders generally have a right to receive relevant financial information before being asked to vote on a major transaction, and asking a minority shareholder to approve a sale without giving them the financial statements needed to make an informed decision can undermine whether that approval is valid at all. If this happens, the minority shareholder's options include raising the issue before the vote and insisting on proper disclosure first, or, if the sale has already proceeded, seeking relief under Ontario's oppression remedy in the Business Corporations Act on the basis that the process unfairly disregarded their interests.

Courts considering an oppression claim in this kind of situation look at whether the shareholder had a genuine, informed opportunity to assess the transaction, not just whether a vote technically took place. A minority shareholder in this position should document exactly what information was, and wasn't, provided and when, since that record matters both for deciding whether to challenge the approval and for any later legal proceeding.