Oppression

The oppression remedy provided under the Business Corporations Act confers on a Court broad equitable discretionary power to rectify “oppressive” conduct.  The SCC has recently confirmed in Wilson v. Alharayeri that corporate directors can bear personal liability in the context of corporate oppression.  Obviously, personal liability is not attracted in every case, nor would a personal remedy always be necessary or appropriate.  Where, however, directors (or other shareholders) have been personally involved in the impugned conduct, or have personally benefitted therefrom at the expense of the complainant, there is no good reason in principle why, given that commercial fairness is the touchstone, they should not be liable.  The SCC decision comes as no surprise to practitioners in the field, the only surprise being that the case got as far as the SCC.