Does a minority shareholder get the same price per share as the majority shareholders in a sale?
Not necessarily as a matter of general rule. Ontario corporate law doesn't automatically require every shareholder to receive an identical price per share in every kind of transaction, and share classes with different rights, such as voting versus non-voting shares or different priority on distributions, can legitimately be valued differently.
That said, if shares of the same class are being treated differently without a legitimate reason, or a minority shareholder is offered materially worse terms specifically because of their minority position rather than because of any real difference in their shares, that disparity can support a claim under Ontario's oppression remedy that the transaction unfairly disregarded the minority's interests. Whether a price difference is legitimate or improper is fact-specific and depends on the actual share structure and the reasons behind the different treatment. A minority shareholder offered a lower per-share price than others in the same class should ask specifically why, and get legal advice before agreeing.
Key takeaways
- Different share classes can legitimately be valued differently in a sale.
- Same-class shares priced differently without a legitimate reason raises real concerns.
- Whether unequal pricing is proper depends heavily on the specific facts and share structure.
- A minority shareholder offered a lower price should ask why before agreeing to sell.