Can an oppression remedy be used to force a corporation to buy back a minority shareholder's shares?
Yes — ordering a share buyout is one of the most commonly used remedies under the OBCA's oppression provisions, particularly in disputes involving small, closely-held corporations where the shareholders simply cannot continue working together and there is no ready market to sell minority shares to an outside buyer. If a court finds that a shareholder's interests were oppressed, unfairly prejudiced, or unfairly disregarded, it has the discretion to order the corporation itself, or the other shareholders, to purchase the complainant's shares at a fair value determined by the court, giving the oppressed shareholder an exit and compensation without requiring the corporation to continue operating with the same ownership structure.
Determining that fair value is often the most contested part of this remedy, since privately-held shares do not have a public market price, and the parties may need expert valuation evidence addressing the company's worth and any adjustments for the specific oppressive conduct that occurred. A buyout order can be paired with other terms, like a payment schedule if the corporation cannot pay the full amount immediately, or security for the payment. Because this remedy is discretionary and fact-specific, courts consider whether a buyout is actually the most appropriate way to resolve the specific unfairness found, rather than granting it automatically whenever oppression is proven.
Key takeaways
- A share buyout is one of the most common remedies ordered under the OBCA's oppression provisions.
- It gives an oppressed shareholder an exit and compensation without forcing continued joint ownership.
- Determining fair value is often the most contested part, requiring expert valuation evidence.
- A buyout order can include payment terms or security if the corporation cannot pay immediately.