A shareholder treated unfairly by a corporation or its directors can ask a court to intervene under the oppression remedy, a broad equitable remedy in Canadian corporate law. The governing test comes from BCE Inc v 1976 Debentureholders, 2008 SCC 69 ("BCE"), and two Alberta Court of Appeal decisions show how it operates in practice. Shefsky v California Gold Mining Inc, 2016 ABCA 103 ("Shefsky"), marks the remedy's outer limits, and Giles v Bezooyen, 2026 ABCA 205 ("Giles"), applies it to a familiar scenario, two equal owners of a private company who can no longer work together.
The remedy is powerful and its limits are real. Courts can order buy-outs, unwind transactions, appoint directors, and dissolve companies, and they refuse to do any of it for claimants who cannot prove a reasonable expectation, wrongful conduct, and real harm. This article sets out the test, then follows it through a $52 billion takeover, a contest for control of a public mining company, and a two-person concrete business in Alberta.
Can Conduct Be Legal and Still Oppressive?
Yes. Oppression is an equitable remedy, and it gives a court "broad, equitable jurisdiction to enforce not just what is legal but what is fair" (BCE at para 58). Courts considering oppression claims "should look at business realities, not merely narrow legalities", and the remedy applies where conduct is wrongful even if it is not actually unlawful (BCE at paras 58 and 71).
In Alberta the remedy lives in s. 242 of the Business Corporations Act. Where conduct of a corporation, its affiliates, or its directors is oppressive or unfairly prejudicial to, or unfairly disregards the interests of, a security holder, creditor, director, or officer, the court may make any order it thinks fit (Shefsky at paras 15–16). The menu is long. It includes restraining the conduct, appointing a receiver, replacing directors, compelling the corporation or any other person to buy a shareholder's shares, compensating an aggrieved person, and liquidating the corporation (Shefsky at para 16). A related provision, s. 215, permits dissolution where it is just and equitable (Giles at para 16).
Who may apply and whose interests are protected are separate questions. The Act defines the eligible "complainant", which includes current and former security holders, directors, and officers, creditors in defined circumstances, and any other person the Court considers a proper applicant (Shefsky at para 15). Section 242 then identifies the interests the impugned conduct must affect, and a claimant needs to satisfy both provisions before the remedial menu opens (Shefsky at paras 15–16).
The Two-Part Test from BCE
Every oppression claim is measured against two questions. First, does the evidence support the reasonable expectation asserted by the claimant? Second, does the evidence establish that the expectation was violated by conduct that amounts to "oppression", "unfair prejudice", or "unfair disregard" of a relevant interest (BCE at para 68)? "The reasonable expectations of these stakeholders is the cornerstone of the oppression remedy" (BCE at para 61).
Reasonable expectations are judged objectively and in context. The claimant's actual, subjective expectation is not conclusive; the question is whether the expectation is reasonable having regard to the facts, the relationships at issue, and the entire context, including competing expectations held by others (BCE at para 62; Giles at para 30). The factors courts consider include general commercial practice, the nature of the corporation, the relationship between the parties, past practice, steps the claimant could have taken to protect itself, representations and agreements, and the fair resolution of conflicting interests (BCE at para 72). Fair treatment is "the central theme running through the oppression jurisprudence" (BCE at para 64).
The second stage sorts conduct along a spectrum. Oppression proper is described in the cases as conduct that is "burdensome, harsh and wrongful", "a visible departure from standards of fair dealing", an "abuse of power", and "a wrong of the most serious sort" (BCE at para 92). Unfair prejudice is less culpable conduct with unfair consequences, such as squeezing out a minority shareholder or preferring some shareholders with management fees, and unfair disregard, the least serious, covers ignoring an interest as if it did not matter (BCE at paras 93–94). Whatever the label, "wrongful conduct, causation and compensable injury must be established in a claim for oppression" (BCE at para 90).
Two more principles shape every case. Directors owe their fiduciary duty "to the corporation, and only to the corporation", so what a shareholder or creditor can ultimately expect is that the directors act in the corporation's best interests (BCE at para 66). And under the business judgment rule, a court defers to a board's decision so long as it "lies within a range of reasonable alternatives"; the court asks whether the decision was reasonable, not whether it was perfect (BCE at paras 40 and 112).
BCE: The $52 Billion Test Case
The test was forged in the largest leveraged buyout in Canadian history. A group led by the Ontario Teachers Pension Plan offered to buy BCE in a $52 billion plan of arrangement, financed in part by $30 billion in new debt assumed by Bell Canada (BCE at paras 1 and 4). Bell Canada's debentureholders complained that the added debt would cut the trading value of their bonds by an average of 20 percent while shareholders collected a 40 percent premium, and they claimed oppression (BCE at para 4).
The claim failed at both steps. The debentureholders' contracts contained no protection against a change of control, and sophisticated institutional lenders could have negotiated exactly that protection; their expectation that the debentures' investment grade would be preserved was not reasonable (BCE at paras 97–98 and 108). Their only reasonable expectation was that the directors would consider their interests. The directors had done so, meeting with the debentureholders' representatives and confirming the contractual terms would be honoured (BCE at paras 102–104). It "may be impossible to satisfy all stakeholders in a given situation", and a board that considers the affected interests and chooses reasonably among the options is protected by the business judgment rule (BCE at paras 104 and 112).
Shefsky: Where the Remedy Stops
Shefsky shows the claims the remedy will not carry. Martin Shefsky fought for control of the board of California Gold Mining Inc, a public junior mining company, alleging he was entitled to control if he raised $5,000,000 under a term sheet, and that a private placement of shares he called secret had diluted his voting power (Shefsky at para 5). The chambers judge dismissed the claim and the majority of the Court of Appeal upheld the dismissal (Shefsky at paras 3 and 86). One member of the panel dissented and would have allowed the appeal; the analysis that follows is the majority's.
Three limits did the work. First, oppression requires objective evidence, and "[a] mere speculation or hope" is not enough; an expectation built on the loss of an opportunity fails without proof the opportunity was more than speculative, because causation and compensable injury are missing (Shefsky at para 37). Second, the claim must be personal to the complainant. "It is not sufficient to allege that shareholders generally have an expectation that directors generally will not act oppressively", and a claim for the lost value of shares held by everyone belongs to the corporation, not to any individual shareholder (Shefsky at paras 40 and 46). Third, the remedy protects a shareholder as shareholder. The oppression remedy is not "a substitute for an action in contract, tort or misrepresentation", and Mr Shefsky's term sheet claims were contract claims that fell outside it entirely (Shefsky at paras 67 and 74–76).
The financing itself attracted deference. An existing shareholder cannot complain about a share offering that dilutes him, "provided the share offering is done in the best interests of the corporation" (Shefsky at para 72). The timing, source, and pricing of the placement were matters of business judgment (Shefsky at para 45).
Giles: Two Equal Shareholders and No Agreement
Giles is the dispute Alberta business owners will recognize. Justin Giles and William Bezooyen built JB Concrete Pumping Inc from 2012 as equal shareholders, Giles running operations and Bezooyen providing business connections, with dividends split 50/50 (Giles at paras 3 and 5). The company was started informally. Its only corporate records were the articles and bylaws; there was "no unanimous shareholder agreement nor any formal mechanism for dispute resolution between the shareholders" (Giles at para 4).
After more than a decade the relationship failed in stages. Bezooyen's spouse, the company's bookkeeper, raised her own pay without Giles's approval; Giles cancelled a customer discount for Bezooyen's other company and she reinstated it; Giles was barred from the shop where the books were kept; and on December 18, 2024, Giles transferred $149,102 to himself for compensation he said was owed (Giles at paras 9–12). On December 30, either Bezooyen or his spouse moved $149,102 to Bezooyen's holding company and made two further transfers of $100,000 each, one to the holding company and one to Giles, leaving the operating account holding $30,000 (at para 13). Giles applied for an order forcing Bezooyen to sell him his shares or, alternatively, dissolving the company (Giles at para 14).
He lost at both levels. The chambers judge analyzed five instances of alleged oppression and found none of them, alone or in combination, oppressive; both parties had made unauthorized transfers, and each ended up with the same amount of money (Giles at paras 17 and 35). The Court of Appeal found no reviewable error. It confirmed that the inquiry is highly fact-dependent, that a claimant's subjective expectations are not necessarily reasonable ones, and that appellate courts defer to oppression decisions absent an error of law or a palpable and overriding error (Giles at paras 30–32 and 36).
The alternative claim for dissolution fared no better, for now. "A temporary impasse may not amount to a deadlock", and dissolution of a solvent corporation "is a drastic remedy that will not be granted lightly" (Giles at para 47). The application was premature because the shareholders had not yet tried to resolve their differences through improved corporate governance (Giles at paras 19 and 46). The court added that the conclusion was "clearly a point-in-time" one, and that an ongoing, escalating conflict between two 50/50 shareholder-directors may yet require court intervention on new facts (Giles at para 48).
What This Means for Alberta Shareholders
The pattern across the three cases is consistent. The remedy exists to protect expectations the claimant can prove and the context makes reasonable, and courts may give more latitude to expectations formed in a small, closely held corporation than in a public one (BCE at para 74). The remedy also does not rewrite what the parties put, or failed to put, in writing. The BCE debentureholders had not negotiated change-of-control protection, Mr Shefsky's term sheet created contract claims that oppression could not carry, and Giles and Bezooyen had no unanimous shareholder agreement and no formal dispute-resolution mechanism (BCE at para 108; Shefsky at paras 74–76; Giles at para 4). In each case, what the parties had documented, or had not, framed which expectations were reasonable and which claims had somewhere else to go.
Timing and posture matter as much as merits. On its facts, Giles upheld a chambers judge who sent feuding equal shareholders back to fix their governance before winding up a profitable company, while leaving the door open if the conflict escalates (Giles at paras 46–48). A shareholder heading into court should be able to point to a specific, personal, reasonable expectation, conduct that violated it, and real resulting harm, and should expect the other side to invoke business judgment deference on anything a board decided (BCE at paras 40, 68, and 90).
If you are in a dispute with your fellow shareholders, or one is building toward court, contact Baker Law Firm's commercial litigation group.
Ready to discuss your matter? Contact Baker Law Firm to arrange a consultation.