Can a court order one shareholder to buy out another in an Ontario oppression case?
Yes, a share buyout is one of the most common remedies Ontario courts order when oppression is found, particularly in disputes between shareholders in a small, closely held corporation where an ongoing working relationship has broken down beyond repair. The court can order the oppressing shareholder (or, in some cases, the corporation itself) to purchase the complainant's shares at a fair value, effectively ending the relationship on terms the court considers just given what happened.
Determining "fair value" is often the most contested part of a buyout order - it typically requires expert business valuation evidence, and the court has discretion to adjust the valuation date or method to account for the oppressive conduct itself, so that the wrongdoer doesn't benefit from having caused the very problems that depressed the share value. Courts have broad discretion under the oppression remedy to craft a buyout on whatever terms actually address the harm, rather than being limited to a single rigid formula, which makes valuation evidence and a clear account of how the oppression affected the business especially important to a buyout claim.
Key takeaways
- Ordering one shareholder to buy out another is a common and flexible remedy for proven oppression.
- Fair value is usually the most contested issue and typically requires expert business valuation evidence.
- Courts can adjust the valuation approach so a wrongdoer doesn't benefit from oppression that depressed share value.
- The remedy is fashioned broadly to fit the harm, not limited to one fixed valuation formula.