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Buying & Selling a Business

Can a minority shareholder sue if they think a sale unfairly favours the majority owner?

TSL Written by the Treadstone Law team· Updated August 2026

Yes — this is precisely what Ontario's oppression remedy under the Business Corporations Act is designed for. It allows a shareholder, including a minority shareholder, to apply to a court for relief where the corporation's affairs, or the conduct of its directors or majority shareholders, have been carried out in a manner that is oppressive, unfairly prejudicial to, or that unfairly disregards the interests of a shareholder — which can include a sale structured to benefit the majority owner at the minority's expense.

A court has broad discretion in what it can order if oppression is found, from compensation to orders affecting the transaction itself, but success depends on showing the conduct was actually unfair in a legal sense, not just that the minority shareholder would have preferred a different outcome. Because these claims are fact-intensive and time-sensitive, a minority shareholder with real concerns about favouritism in a sale should get legal advice promptly rather than after the transaction has fully closed.

Key takeaways

  • The oppression remedy exists specifically to address conduct that unfairly favours the majority.
  • Courts have broad discretion in the relief they can order if oppression is proven.
  • Success requires showing genuine unfairness, not just a preference for a different outcome.
  • Acting promptly matters, since these claims are fact-intensive and time-sensitive.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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