SUMMARY: When advising business clients about doing business in Canada, lawyers must turn their minds not only to the kinds of corporate vehicles which Canadian law permits but also the remedies permitted if disputes arise. In this paper, we highlight the range of remedies available in the common law jurisdictions of Canada to protect shareholders and others from abusive corporate action.

This paper begins by by discussing the various sources of shareholder rights, including corporate statutes, articles of incorporation and by-laws, and shareholder agreements. Although securities laws will also be briefly mentioned, the securities regime is exceedingly complex and it is beyond the scope of this paper to address it in detail.

The paper then discusses the remedies provided by corporate statute to shareholders who are aggrieved by the manner in which management conducts the business and affairs of the corporation, including voting, court-ordered meetings, derivative actions, the oppression remedy, investigations, appraisals and court-ordered winding-up on the “just and equitable principle”.

The oppression remedy section, widely acknowledged to be the most powerful weapon in the shareholder's arsenal of remedies, will focus on two particular points: the broad definition of "complainant" under corporate statutes, and the manner in which the courts have defined the reasonable and legitimate expectations of shareholders and other "proper persons" under the oppression remedy.

The authors are members of ELLYN LAW LLP Canadian Business Litigation & Arbitration Lawyers, a Toronto law firm, specializing in dispute resolution for small and medium businesses and their shareholders. The firm is a member of the International Network of Boutique Law Firms (www.inblf.com), a prestige network of specialized law firms who have demonstrated pre-eminence their practice fields. Ellyn Law LLP is INBLF’s designated Toronto firm for shareholder disputes and arbitration.

STRATHAM — Stratham's public hearing on the 2010 Town Warrant is scheduled for Monday, Feb. 8, at 7:30 p.m., during the Board of Selectmen's meeting at the Stratham Municipal Center.

It will be the first opportunity residents will have to see the final proposed 2010 operating budget and capital improvement project list that town officials and the Budget Advisory Committee have been working on for the past few weeks.

"After years of giving the budget hard scrutiny, our ability to reduce funding needs without cutting back on programs or personnel is greatly diminished," said Chairman of the Board of Selectmen David Canada. "We expect the final appropriation will be a little over 2 percent more than it was last year."

In addition to the budget and Capital Improvement Program (CIP), the public hearing will introduce the other eight warrant articles that are up for discussion and vote at this year's town meeting in March. Three out of the eight additional articles request money from taxpayers.

Warrant Article 3 asks voters to commit $38,000 out of the Stratham Volunteer Fire Department's Emergency Medical Services fund for the purchase of two defibrillators for the town's ambulances.

The next warrant article would raise $40,000 for studies into finding sources of drinking water for future use in the Gateway Commercial District.

"A 'poke-and-hope' site selection approach works fine at a single-family home site," said Canada, "but to efficiently find water in sufficient quantities to supply our commercial district, we need good scientific study by hydrologists and geologists."

According to Canada, the cost of this study and further work on the water system will be built into the water rates later, "but an initial investment from the town is required."

Finally, the eighth article up for a vote in March asks voters to commit $20,000 to the Accrued Benefits Liability Expendable Trust Fund, a fund set aside to pay town employee benefits when they retire.

Other articles on the warrant are not financial, but rather change policies or create committees, and one asks voters to enter into a lease-agreement.

The fifth warrant article on the list asks voters to ratify a long-term lease agreement with Unitil that will provide the company space on the roof of the Stratham Volunteer Fire Department for the installation of solar panels.

Originally, the company proposed to build the panels for the town, but after being reviewed by the New Hampshire Public Utilities Commission (PUC), the recommendation was for the town to, instead, lease space to the utility company for the panels and for the electricity to go directly into the regional grid.

"The lease payment to us will be equivalent to the (cost of the) energy the arrays would provide us," explained Town Administrator Paul Deschaine. "We will pay our normal electric bill, but we will also have this new income."

The lease agreement is for the next 20 years, after which the town will acquire ownership of the panels, which will remain on the fire station's roof. Details of the lease agreement are still being worked out between the town, Unitil and the PUC, but are expected to be essentially finalized before the town meeting.

Sixth on the list of warrant articles is the creation of a new committee to prepare for the 300th anniversary of the incorporation of Stratham as a town, which will be celebrated in 2016.

Warrant article seven asks Stratham residents to change the name of the town forest, which is located on the Gifford property, to honor of Gordon Barker, lifelong resident and farmer who held positions on numerous boards in town, including selectmen and was formerly president of the Stratham Hill Park Association.

The final warrant article put forward by the town is a proposal to broaden purposes of the Land Conservation Trust Fund and permit using that money for not only acquiring conservation land, but also maintaining land the town already owns.

"The intent is to allow some of these funds to be used to do improvements to the properties," said Deschaine.

A petition article will also be discussed at Monday's meeting. It asks voters in a non-binding resolution to support action to allow New Hampshire residents to vote on a constitutional amendment to define "marriage."

The article was circulated to towns throughout New Hampshire this year in a grassroots attempt to repeal the state's legalization of gay marriage.