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Civil Litigation/Shareholder Disputes
— Shareholder Disputes · Surrey, BC

When a business partnership stops working.

Oppression, deadlock, exclusion from management, and the exit that has to be negotiated or forced. Disputes between the people who own the company.

5.0 ★★★★★
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(778) 262-2835

Your first 30 minutes are free. Bring the shareholder agreement if there is one, and the last set of financial statements.

— Overview

Being a minority owner is not the same as being powerless.

Most private company disputes follow a familiar shape. One shareholder controls the board, the information, and the cash. Another finds themselves off the payroll, out of the decisions, and unable to get financial statements or a dividend, while the value they helped build stays locked inside a company they cannot influence or leave.

British Columbia corporate law takes that seriously. Conduct that is oppressive or unfairly prejudicial to a shareholder can be challenged, and courts have broad power to fix it, including ordering that shares be bought out. The practical questions are usually what the shareholder agreement says, what the company is actually worth, and whether the goal is to stay, to be paid out, or to take control.

— What we handle

Shareholder Disputes.

I.Oppression & unfair prejudice claims
II.Exclusion from management
III.Deadlock between equal owners
IV.Share valuation & buy-out terms
V.Enforcing shareholder agreements
VI.Derivative actions on behalf of the company
VII.Access to records & financial information
VIII.Winding up as a last resort
— How it runs

Four stages, in order.

I
Position

We read the shareholder agreement, articles and financial statements, and establish what you actually hold and what rights come with it. Many disputes are settled by what these documents already say.

POSITION
II
Information

Shareholders are entitled to certain records, and being kept in the dark is often part of the conduct complained of. Getting the information is frequently the step that changes the negotiation.

INFORMATION
III
Leverage

Where conduct is oppressive, a claim can be brought and interim relief sought. The existence of a credible claim is usually what brings the other side to a sensible number.

LEVERAGE
IV
Exit or resolve

Most of these end in a buy-out on negotiated terms. We deal with valuation, tax treatment and the mechanics, so the exit is clean rather than the start of the next dispute.

RESOLUTION
— Common questions

What clients usually ask first.

My business partner has cut me out. What can I do?+
Exclusion from management, being removed from the payroll, and being denied financial information are common features of an oppression claim. British Columbia law lets a shareholder challenge conduct that is oppressive or unfairly prejudicial, and the court has wide remedial powers, including ordering a buy-out of your shares.
I am a minority shareholder. Does that mean I have no say?+
No. Minority shareholders have real protections, and lacking control is not the same as lacking rights. What you can do depends on the articles, any shareholder agreement, and the conduct itself, but a minority position is frequently a strong one when the majority has behaved badly.
We never signed a shareholder agreement. Are we stuck?+
It makes matters harder, not hopeless. Without an agreement the statutory framework and the company's articles govern, which usually means more argument about valuation and exit terms. Many disputes we see arise precisely because nothing was documented while everyone still got along.
How is my share of the company valued?+
By expert valuation, and the basis of it is frequently the real fight. Whether a minority discount applies, what date is used, and how goodwill and future earnings are treated can move the number substantially. Choosing the right valuator matters as much as instructing one.
Can I force the other side to buy me out?+
A buy-out is one of the remedies a court can order where oppression is established, and it is the outcome most of these disputes are aimed at. Whether it is available to you depends on the conduct and the evidence, which is what the first assessment is for.

See also civil litigation generally · fraud and asset recovery · corporate and commercial counsel.

— Begin

Bring the shareholder agreement.

The first 30 minutes are free. Call (778) 262-2835 or send a confidential inquiry — every conversation is privileged.

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