What kind of conduct by majority shareholders counts as oppression in an Ontario private corporation?

Oppression under the OBCA is not limited to conduct that is technically illegal — it covers a broader range of conduct a court finds to be oppressive, unfairly prejudicial to, or that unfairly disregards the interests of a shareholder, judged against what that person reasonably expected given the specific relationship and history of the corporation. Common patterns Ontario courts have addressed include excluding a minority shareholder from information about the company's finances or decisions, paying majority shareholders excessive salaries instead of declaring dividends to reduce what minority shareholders receive, diluting a minority shareholder's ownership through a share issuance timed to marginalize them, diverting corporate business opportunities to another company controlled by the majority, or terminating a shareholder's employment in a way that also strips them of benefits they reasonably expected from their investment.

What counts as oppressive depends heavily on the specific facts and the reasonable expectations that existed between the parties, often shaped by a shareholders' agreement, informal understandings at the company's founding, or how a small, closely-held corporation was actually run day to day. Because reasonable expectations are central to the test, documenting the history and understanding between shareholders matters when either pursuing or defending this kind of claim.