Orders of the Court
166(1)A complainant may apply to the Court for an order under this section.
166(2)If, upon an application under subsection (1), the Court is satisfied that in respect of a corporation or any of its affiliates
(a)
any act or omission of the corporation or any of its affiliates effects a result,
(b)
the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner, or
(c)
the powers of the directors of the corporation or any of its affiliates are or have been exercised in a manner,
that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any security holder, creditor, director or officer, the Court may make an order to rectify the matters complained of.
166(3)In connection with an application under this section the Court may make any interim or final order it thinks fit including, without limiting the generality of the foregoing,
(a)
an order restraining the conduct complained of;
(b)
an order appointing a receiver or receiver-manager;
(c)
an order to regulate a corporation’s affairs by amending the articles or by-laws or creating or amending a unanimous shareholder agreement;
(d)
an order directing an issue or exchange of securities;
(e)
an order appointing directors in place of or in addition to all or any of the directors then in office;
(f)
an order directing a corporation, subject to subsection (6), or any other person, to purchase shares of a shareholder;
(g)
an order directing a corporation, subject to subsection (6), or any other person, to pay a security holder any part of the monies that the security holder paid for securities;
(h)
an order varying or setting aside a transaction or contract to which a corporation is a party and compensating the corporation or any other party to the transaction or contract;
(i)
an order requiring a corporation, within a time specified by the Court, to produce to the Court or an interested person financial statements in the form required by section 100 or an accounting in such other form as the Court may determine;
(j)
an order compensating an aggrieved person;
(k)
an order directing rectification of the registers or other records of a corporation under section 168;
(l)
an order liquidating and dissolving the corporation;
(m)
an order directing an investigation under Part XIV to be made; and
(n)
an order requiring the trial of any issue.
166(4)If an order made under this section directs amendments of the articles or by-laws of a corporation,
(a)
the directors shall forthwith comply with subsection 132(4); and
(b)
no other amendment to the articles or by-laws shall be made without the consent of the Court, until the Court otherwise orders.
166(5)A shareholder is not entitled to dissent under section 131 if an amendment to the articles is effected under this section.
166(6)A corporation shall not be ordered to make a payment to a security holder under paragraph (3)(
f) or (
g) if
(a)
the corporation is or would after that payment be unable to pay its liabilities as they become due; or
(b)
the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.
166(7)An applicant under this section may apply in the alternative for an order under section 141.
1984, c.17, s.10; 2023, c.2, s.117; 2023, c.2, s.155