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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Canada’s Supreme Court upheld the dismissal of Canada’s first-ever securities class action judgment in favour of investors relating to alleged misrepresentations on an initial public offering.

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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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