In Canada, shareholders’ rights are outlined and protected under the common law, the applicable Corporations Act as well as in a company’s shareholder agreement.
Well drafted shareholder agreements are designed (or at least intended) to ensure that the company’s officers and directors behave in a way that each shareholder’s earnings are maximized. Because there are usually multiple shareholders involved there can often be questions or disputes that arise during the operation of the business, especially when the shareholders want to pursue different business opportunities and/or pursue different strategic goals. Resolving these disputes can include negotiation, arbitration, mediation, or litigation, and typically requires the legal assistance of a lawyer well versed in corporate law and litigation.
Hamilton and Toronto business lawyer Michael Lesage is experienced in handling shareholder disputes including examining merit, strategizing over the other party’s goals and motives, and determining the best method to resolve the case.
Examples of Common Shareholder Dispute Cases
Shareholder disputes can arise from any number of issues, such as:
- Violation of shareholder agreement
- Forced buyout of shares
- Termination of business relationships
- Oppression of minority shareholders
- Share price and valuation disputes
- Breach of fiduciary duty
- Business dissolution
- Other disagreement between shareholders
Shareholder Dispute Resolutions in Ontario
In Ontario and Canada there are several methods to resolve a shareholder dispute, each with its advantages and disadvantages, depending on the situation.
Often sought as the first method of resolution in shareholder dispute cases in Ontario, negotiation involves both parties sitting down to discuss or negotiate the case in the presence of their legal advisors and business shareholder dispute lawyers. Often the negotiation process can bring resolution to the dispute without further action required. In many cases, this can be the most prudent and least costly way of resolving disputes.
Where negotiation is unsuccessful, shareholder dispute mediation brings in a third party professional mediator to address the issues of both parties. Often, the process involves establishing common interests and exploring new perspectives in hopes of reaching a solution that is acceptable to both parties. Where negotiation has been unsuccessful, mediation is often an efficient means to resolve disputes.
Shareholder dispute arbitration (where the parties agree or where provided for in the shareholder’s agreement) involves a third party arbitrator appointed by the courts or by consent of both parties involved in the dispute. All rules for arbitration are set prior to commencement of arbitration and final decisions made by the arbitrator are binding set forth in writing. Many parties prefer commercial arbitration as a way to resolve shareholder disputes because it is more private, faster and often less expensive.
In some cases, litigation is the only way to resolve shareholder disputes, when all other attempts at resolution have failed. Significant strategic development, business valuations, and analysis goes into shareholder dispute litigation. Many times legal cases around shareholder disputes attract unwanted media attention. Litigation can also be lengthy and expensive with uncertain outcomes.
Typical Shareholder Dispute Remedies in Ontario
In most cases remedies are determined by looking in detail at various aspects of the corporation including articles of incorporation, by-laws, resolutions of the directors and shareholders, as well as amendments and general business practices.
In the case of minority disputes, the Ontario Business Corporations Act grants minority shareholder to “relief from oppression” if their reasonable legitimate expectations from the majority shareholders are not met.
Contact Michael Lesage to Help Resolve Your Shareholder Dispute
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