What are the remedies if the shareholders were OPPRESSED

Thomas

TEST: has there been a visible departure from fair dealing, judged against the company’s history and the shareholders’ reasonable expectations? It doesn’t have to be illegal or in bad faith, and the harm doesn’t have to be financial or even to you as a shareholder.

e.g. Being shut out of management counts

No departure where the company had always run conservatively and rarely paid dividends - the court rejected the argument that it ‘could’ be run more efficiently and pay more.

Latimer Holdings

Bad management, inefficiency, disagreement, or poor strategy, without bad faith or self-interest?
- Judges won’t do anything

Sturgess

If business errors bad enough (egregious) they can be unfairly prejudicial. Liquidation usually the wrong remedy for solvent, successful company.

Birchfield

Fair-value buy-out offer can CURE the prejudice. It won’t cure when:
1. conduct hit the company’s value (buying out at lower value doesn’t help) can get compensation order (miedema)
2. Proper accounts weren’t kept (expert cant figure out how much fair value is)
3. The offer ignores releasing your personal guarantees/securities. If you'd personally guaranteed the company's debts, just buying your shares leaves you still on the hook for those guarantees. A real exit has to release you from them too.
4. You're an equal partner shut out of management, not a minority. A buy-out treats you like a minority being cashed out; if you're an equal partner wrongly excluded, that's not a fair resolution (Harbourne Road).

Unfair prejudice

section 174