Keeping the controllers of a corporation accountable for their actions has been a primary concern of corporate governance. In Canada almost all provinces have joined the trend to adopt a statutory oppression remedy basically identical to the oppression remedy in the Canada Business Corporations Act. Of the fifty state jurisdictions in the United States, only thirteen have resisted the movement to a statutory oppression remedy. Canadian courts, until recently, have for the most part been content to rely on the original English "lack of probity" test for the application of the oppression remedy. American courts also originally followed the English "lack of probity" test blending with it at times their version of fiduciary duty. In the United States discontent arose over the vagueness and uncertainties associated with the "lack of probity" test. Although over thirty years ago this discontent appeared in law journal articles, it was not until legislative reform that the New York Court of Appeals adopted a different test, the "reasonable expectations" of shareholders. There are two primary aspects to the needed legislative guidance: a provision making the courts' intervention mandatory if the "reasonable expectations" of the minority have been violated and a provision allowing for the majority to buy out the minority when the oppression remedy can be invoked. (Abstract shortened by UMI.)
| Identifer | oai:union.ndltd.org:uottawa.ca/oai:ruor.uottawa.ca:10393/6863 |
| Date | January 1994 |
| Creators | Bickley, Kenneth. |
| Contributors | Meehan, Eugene, |
| Publisher | University of Ottawa (Canada) |
| Source Sets | Université d’Ottawa |
| Detected Language | English |
| Type | Thesis |
| Format | 170 p. |
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