March 2011 – Extraordinary Remedies to Combat Shareholder Oppression, Corporate Fraud and Breach of Fiduciary Obligations
Richard Billington, Q.C. has significant experience in employing remedies in cases where shareholders have grounds to believe that their rights have been oppressed, or where their interests may have been dealt with fraudulently, and he frequently speaks on these remedies to professional associations and academic conferences on his expertise. All lawyers in Billington Barristers are familiar with obtaining court orders that permit in camera (secret) investigations to determine whether the affairs of a corporation, including whether the officers thereof, have acted in a manner that is oppressive, unfairly prejudicial or fraudulent in respect to the interests of security holders. Because the complainant often does not have sufficient information to directly allege that such inappropriate conduct has occurred, the law permits in camera investigations so that the truth may be discovered. If no inappropriate conduct is established, then the corporation or director who were the subject of the investigation have not been subject to a public process. If, however, malfeasance is established, then such reports become evidence of the wrongdoing, and the court is often willing to grant a broad range of remedies, including removing or replacing directors, ordering the valuation and forced sale of shares, tracing corporate assets, and appointing a receiver over the affairs of the business. Other remedies can be tailored to effect a just and equitable result.