Directors of a corporation cannot invoke the business judgment rule to justify decisions that violate a unanimous shareholders’ agreement, the Ontario Divisional Court held recently.

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In Hu v. Sung, Superior Court Justice David Brown confronted the question of what to do when a shareholder in a private corporation has wrongfully excluded another from the affairs of the company, but by the time of trial the company has ceased operations, has not turned a profit and there is no evidence the offending shareholder personally benefited from the oppression.

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Regulation – Court decisions arising from private litigation under the common law (in Quebec, the Civil Code), and statutory remedies that supplement the common law, are an essential and often overlooked component of the regulation of businesses in Canada.

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Conrad Black and other officers and directors of Ravelston must attend to be examined under oath, even though there is a risk that their evidence could be used against them in criminal proceedings in the US , the Ontario Court…

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An unfair intercorporate transfer price system in place between Ford Motor Company of Canada and its US parent, Ford Motor Company, oppressed Ford Canada’s minority shareholders, the Ontario Court of Appeal ruled in early 2006. However, because there was no evidence as to when these shareholders owned their shares, they were each entitled to only one day’s damages.

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