Shareholder Disputes and the Closely-Held Company: Rights and Remedies for Litigators and Corporate Advisors
Program Length
1 Day
Program Dates
Online (Live)
Learn with peers in real-time online environment.
Online (Replay)
A scheduled replay of a past program, with the ability to submit questions.
Shareholder Disputes and the Closely-Held Company: Rights and Remedies for Litigators and Corporate Advisors
Program Chairs
Rebecca Shoom
Lerners LLP
Lauren Tomasich
Osler Hoskin & Harcourt LLP
Closely-held companies are the mainstay of the Canadian economy, and present unique and complex challenges. If your practice involves business law, litigation or dispute management, you need to know what to do when disputes arise among shareholders of these business arrangements.
To achieve the best results for your clients in this challenging area, you must have an up-to-date understanding of how to avoid disputes in the first place, as well as the panoply of rights and remedies available to shareholders when relationships sour. This fully updated and acclaimed program provides the tools you need.
Business counsel and litigators require a robust set of skills and strategies for addressing the inevitable disagreements that occur in closely-held companies. OsgoodePD offers this unique, intensive one-day program to help you navigate these often complex and seemingly intractable disputes, so that you can deliver results for your clients effectively and with the highest standards of ethics and professionalism.
Can’t Make the Date? Registration includes 120-day unlimited, online access to the recorded program.
What You’ll Learn
Key developments and practical guidance for assessing your claims and remedies for 2025, including the oppression remedy
Corporate governance considerations during shareholder disputes
Fiduciary obligations among principals of closely-held companies, conflicts of interest, and due diligence requirements
Ensuring that shareholder conflicts don’t erode the value of the business
Approaches for evaluating claims and interim remedies, including injunctive-type relief
Preventative approaches for avoiding shareholder disputes
Strategies for assessing and navigating accounting and valuation issues
Proactive approaches for developing settlement positions
Insights for dealing with insolvency proceedings, windups, and derivative actions
Strategies for navigating the unique cultural and family dynamics – including bias – that can arise in the closely-held company and aggravate shareholder disputes and litigation
Latest and best-available litigation strategies and tactics in use for 2025
PLUS! Get the latest and best available knowledge and practical guidance, with tips for both the solicitor and litigator sides of practice.
Who Should Attend
Commercial litigators
Corporate-commercial lawyers involved in managing/resolving shareholder disputes in closely-held companies
In-house counsel in closely-held companies
Lawyers who draft or advise on shareholders agreements
Paralegals and law clerks
Faculty
Program Chairs
Rebecca Shoom
Lerners LLP
Lauren Tomasich
Osler Hoskin & Harcourt LLP
Instructors
Arieh Bloom
Tupman & Bloom LLP
Kenneth A. Dekker
Affleck Greene McMurtry LLP
Carlo DiCarlo
Stockwoods LLP
Robin Dodokin
Dodokin Law & Conflict Resolution
Shane D’Souza
McCarthy Tétrault LLP
Kim Ferreira
Speigel Nichols Fox LLP
Brian Gray
Osler, Hoskin & Harcourt LLP
Jonathan Lisus
Lax O’Sullivan Lisus Gottlieb LLP
Eric Morgan
Kushneryk Morgan LLP
Linda Plumpton
Torys LLP
Rohan Sethi
KPMG
Jason Squire
Lerners LLP
Tanya C. Walker
Walker Law
James Thorlakson
Dentons LLP
“The content was superb. Great selection of presenters, useful information, no ‘filler’…very practical advice on the tough choices that have to be made in dealing with these situations…superb, knowledgeable panel.”
Agenda
Chairs’ Introductory Remarks (9:00 a.m ET)
9:10 a.m. Oppression Remedy Update
This opening session will focus on the most common remedy sought by litigators in shareholder disputes, the oppression remedy. You will get a comprehensive review of its uses and present trends:
Current case law and recent approaches taken by courts
Key elements in proving oppression
The present status of the business judgment rule
Imaginative uses of the remedy
The value of the remedy to creditors
Obtaining interim orders for the payment of costs by the corpora
Kim Ferreira, Speigel Nichols Fox LLP
Rebecca Shoom, Lerners LLP
9:50 a.m. Corporate Governance Considerations in Shareholder Disputes
Key recent cases on director, officer, and employee duties
Tracing the obligations: who owes duties to whom, and in what capacity?
Fiduciary obligations among principals of closely-held companies
Interaction of fiduciary claims with oppression claims
Assessing the conduct of directors and officers
Conflicts of interest and due diligence requirements
Arieh Bloom, Tupman & Bloom LLP
Shane D’Souza, McCarthy Tétrault LLP
Wellness Break (10:40 a.m. ET)
10:55 a.m. Claims and Interim Remedies
Assessing your claims and remedies:
Oppression?
Fiduciary duty?
Breach of the shareholders’ agreement?
Derivative actions?
Assessing reasonable expectations
Types of conduct likely to be found oppressive
Managing interim relief:
Interim management
Use of a monitor or inspector
Access to books and records
Restraining conduct, excluding parties and other injunctive-type relief
Non-competition and confidentiality obligations
Interim orders for the payment of costs
Jonathan Lisus, Lax O’Sullivan Lisus Gottlieb LLP
Linda Plumpton, Torys LLP
11:45 a.m. Accounting and Valuation Issues and Solutions
Shareholder disputes are often focused on financial matters, either because there has been an allegation of impropriety that necessitates a forensic investigation or other form of accounting, or because the value of the business is at issue. This session will address the role of the financial expert in shareholder litigation, including:
When should you bring in a financial expert?
Scope of the expert’s role
Analysis and methods for valuing the business
Categories of documents you should seek from opposing parties to assist your expert in preparing a valuation
Best approaches for developing or reframing settlement positions
Rohan Sethi, KPMG
Jason Squire, Lerners LLP
Lunch Break (12:30 p.m. ET)
1:15 p.m. Practical Strategies and Tactics for Presenting Your Case and Evidence During Litigation
As the adage goes, “An ounce of prevention is worth a pound of cure”. With the cost, uncertainty, and drain on time and resources that litigation often entails, perhaps the most valuable advice you can give to a client is how to avoid disputes in the first place.
Expert lawyers from both the solicitor and litigator sides of practice will provide highly useful guidance and tips on how to stay out of the courtroom by paying attention to the structure and wording of agreements, while also effectively managing the relationships and expectations of shareholders. You will also learn dispute resolution procedures that can make any disputes that may arise more manageable.
Kenneth A. Dekker, Affleck Greene McMurtry LLP
Tanya C. Walker, Walker Law
2:00 p.m. Alternative Remedies Under Business Corporations Legislation: Insolvency Proceedings, Windups, Derivative Actions
An in-depth look at the other ways that shareholders can seek redress under business corporation legislation in Canada, including:
Closely-held companies in financial distress and the decision to pursue insolvency proceedings or windups
Is oppression the right thing to claim? Differences between oppression claims and derivative actions
When to choose one remedy over the other
Pursuing both remedies at the same time: strategies and best practices
Carlo DiCarlo, Stockwoods LLP
Wellness Break (2:45 p.m. ET)
3:00 p.m. Practical Considerations for Proactively Avoiding Shareholder Disputes
Seasoned litigators will discuss a variety of approaches and considerations, as well the techniques to use when the dispute turns to litigation, covering:
Cost-benefit assessment in choosing the DR mechanism (arbitration, Commercial List, etc.)
Is arbitration suitable to deal with these highly-charged disputes?
Practical tips and strategies for bringing or responding to an application or action for an oppression remedy
Developing supportive evidence and responding to damaging evidence
What to do if a competitive business is launched
Effective presentation of the case at mediation or at trial
3:45 p.m. Navigating the Unique Cultural and Family Dynamics that can Arise in Closely-Held Companies and Shareholder Disputes
The panel will delve into realistic fact situations illustrating how ethical and professional challenges arise in the context of shareholder disputes in closely-held companies, and what counsel can do to address them.
Addressing such issues as the unique cultural and family dynamics that can arise, how to identify and address unconscious bias, understanding power and privilege dynamics in the business relationship context, and ideas toward more effective communication and advancing the values of equity, diversity and inclusion, you will discuss how to walk the line to serve as both effective advocates for your clients and as responsible professionals.
Substitution of registrants is permitted at any time prior to the start date of the program. If you are unable to find a substitute, a full refund is available if a cancellation request is received in writing 14 days prior to the start of the program. If a cancellation request is made with less than 14 days notice, an administrative fee equal to 20% of the program cost, to a maximum of $250 will apply per person. Payment is required to receive access to the program.
We will make every effort to present the program as advertised, but it may be necessary to change the date, location, speakers or content with little or no notice. In the event of program cancellation, York University’s and Osgoode Hall Law School’s liability is limited to reimbursement of paid fees.
As law evolves, we know how important it is to stay up to date. We also understand the financial implications of continuously upgrading your professional skills and knowledge. For more information on available options, including Job Grants, OSAP, please visit:
“Great information and on time. Great connection and platform. [The two most valuable things learned at the program were] value of mediating vs. litigating and how to structure settlements.”
CPD and Accreditation
OsgoodePD is an accredited provider with the LSO, the Law Society of BC and NY CLE Board. Select your location to view the eligible hours you may claim.
A scheduled replay of a past program, with the ability to submit questions.
1 Day
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In Person: Attendance for the program will take place at Osgoode Professional Development (1 Dundas Street West, Suite 2602, Toronto, ON M5G 1Z3) unless otherwise specified. Program Materials will be printed and available for pick up upon arrival.
Live Webcast: Designed for busy schedules, attend an online, live webcast using state-of-the-art video-conferencing. Attendance is via live stream with an opportunity to submit questions to the speakers throughout the program. Registration includes downloadable Program Materials and 120-day access to the program archive.
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