Who May Claim Relief from Oppression: The Complainant in Canadian Corporate Law
J. Anthony Vanduzer, "Who May Claim from Oppression: The Complainant in Canadian Corporate Law", 25:3 Ottawa Law Review 463-484, 1993
22 Pages Posted: 27 Jul 2013
Date Written: 1993
The "complainant" is the person entitled to claim relief from oppression under the Canada Business Corporations Act (CBCA). When the oppression remedy was introduced as part of the new CBCA in 1975, minority shareholders were expected to be the primary beneficiaries, but the statutory definition of "complainant" was not limited to shareholders. It included all security holders as well as any other person found by a court to be a proper person to be a complainant. Since the enactment of the CBCA the courts have struggled with who should have status as a complainant. In some circumstances they have granted status to creditors, dismissed employees and even the corporation itself. In doing so the courts are challenging traditional corporate law notions regarding to whom corporate managers are responsible.
This comment surveys the case law addressing who may be a complainant in an effort to determine how the courts have approached this issue and then, using an economic analysis, argues for an approach based on the reasonable expectations of the parties.
Keywords: Canadian Business Corporation Act, oppression remedy, complainant, statutory definition, security holders, courts, status as complainant, struggle, traditional corporate law notions, courts, reasonable expectations of parties
Suggested Citation: Suggested Citation