Canada Business Corporations Act — C-44 241
Application to court re oppression 241 (1) A complainant may apply to a court for an order under this section. Grounds (2) If, on an application under subsection (1), the court is satisfied that in respect of a corporation or any of its affiliates (a) any act or omission of the corporation or any of its affiliates effects a result, (b) the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner, or (c) the powers of the directors of the corporation or any of its affiliates are or have been exercised in a manner that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any security holder, creditor, director or officer, the court may make an order to rectify the matters complained of. Powers of court (3) In connection with an application under this section, the court may make any interim or final order it thinks fit including, without limiting the generality of the foregoing, (a) an order restraining the conduct complained of; (b) an order appointing a receiver or receiver-manager; (c) an order to regulate a corporation’s affairs by amending the articles or by-laws or creating or amending a unanimous shareholder agreement; (d) an order directing an issue or exchange of securities; (e) an order appointing directors in place of or in addition to all or any of the directors then in office; (f) an order directing a corporation, subject to subsection (6), or any other person, to purchase securities of a security holder; (g) an order directing a corporation, subject to subsection (6), or any other person, to pay a security holder any part of the monies that the security holder paid for securities; (h) an order varying or setting aside a transaction or contract to which a corporation is a party and compensating the corporation or any other party to the transaction or contract; (i) an order requiring a corporation, within a time specified by the court, to produce to the court or an interested person financial statements in the form required by section 155 or an accounting in such other form as the court may determine; (j) an order compensating an aggrieved person; (k) an order directing rectification of the registers or other records of a corporation under section 243; (l) an order liquidating and dissolving the corporation; (m) an order directing an investigation under Part XIX to be made; and (n) an order requiring the trial of any issue. Duty of directors (4) If an order made under this section directs amendment of the articles or by-laws of a corporation, (a) the directors shall forthwith comply with subsection 191(4); and (b) no other amendment to the articles or by-laws shall be made without the consent of the court, until a court otherwise orders. Exclusion (5) A shareholder is not entitled to dissent under section 190 if an amendment to the articles is effected under this section. Limitation (6) A corporation shall not make a payment to a shareholder under paragraph (3)(f) or (g) if there are reasonable grounds for believing that (a) the corporation is or would after that payment be unable to pay its liabilities as they become due; or (b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities. Alternative order (7) An applicant under this section may apply in the alternative for an order under section 214. R.S., 1985, c. C-44, s. 241; 2001, c. 14, ss. 117(F), 135(E)