A Practical Guide For Shareholder Disputes - Part 1: Understanding Oppression Claims

• Published date: 31 July 2025
• Law Firm: CLC (Canadian Litigation Counsel)
• Author: Olivia Brassard (Brownlee LLP) and Olivia Brassard (Brownlee LLP)

Understanding Oppression Claims

Shareholder disputes are among the most contentious of business conflicts, particularly in closely held corporations where personal and commercial relationships often intertwine. To that end, Alberta business owners and corporate advisors should familiarize themselves with one of the most powerful tools available to aggrieved stakeholders: an oppression claim.

Shareholder oppression involves unfair, prejudicial or harmful conduct by individuals in control of a corporation, such as majority shareholders, directors or officers, that adversely affects minority shareholders and other stakeholders. The oppression may occur as a result of abuse of authority, which often leads to a disregard for the rights, interests and other expectations of shareholders.

Conduct that may be considered oppressive includes misusing company assets, self-dealing, policies that disadvantage minority shareholders, denied access to profits or dividends, violating shareholder agreements, and ignoring decision making rights of the minority shareholders. The impugned conduct can relate to personal claims, but may also relate to claims based on obligations owed to the corporation and breaches that cause harm. However, simply being upset over bona fide business decisions will not be sufficient for courts to find a claim of oppression.¹

Who Can Bring an Oppression Claim in Alberta?

For Alberta corporations, who are provincially incorporated, parties will rely on the Alberta Business Corporations Act ("ABCA")² when seeking remedy for oppressive conduct. If you are a federally incorporated company, parties must rely on the Canada Business Corporations Act ("CBCA").³

The ABCA defines a complainant broadly under section 239. A complainant may include:

• current or former shareholders;
• current or former directors or officers;
• beneficial owners of securities; or
• "any other person who, in the discretion of the Court, is a proper person to make an application."

This definition allows a range of parties, including creditors in some cases, to access the oppression remedy where their interests have been affected. A similar definition is found in the CBCA under section 238.

It is important a claimant begin taking legal steps as soon as they know about the oppressive conduct, even where the conduct is ongoing. An oppression claim under the ABCA will be subject to a two-year limitation period, wherein a claimant will be barred from bringing forward a claim after that two-year period.⁴

Broad and Flexible Relief: Powers...