June 2010 - Billington Barristers successfully concludes Shareholder Oppression Action and In Camera Investigation
Billington Barristers was retained by a director and shareholder of a private corporation who was concerned that a fellow director/shareholder was misappropriating funds. A deadlock between the only two directors and shareholders would have crippled the business. Billington Barristers developed a strategy to obtain a court ordered independent forensic accounting of the corporation’s affairs, and to do so on an in camera (not on the public record) basis. Simultaneously, we obtained an injunction to remove the suspect director from any authority within the corporation. Although the by-laws of the corporation did not make accommodation for the forced removal of a director/shareholder, the judicial process was utilized to obtain such a remedy. The results of the forensic examination enabled Billington Barristers to develop a mechanism to force the valuation and sale of the other shareholder’s interest. Once that was in place, the parties then participated in a Judicial Dispute Resolution (a court supervised mediation process) which resulted in an agreement to address the misappropriation issue and the sale of the shares of the defendant director and shareholder.
Although conducted under a filed court action, most of the steps in the litigation were kept off of the public record, saving the corporation and both directors from public scrutiny of the internal affairs of the business. Richard Billington, Q.C. stated:
The action was conducted by Richard N. Billington, Q.C. and Monique Morin on behalf of the corporation and director who filed the complaint.