This paper discusses, in 3 parts, shareholder oppression, derivative actions, and winding up. In the first part, oppression is discussed in the context of the leading Canadian case, Re BCE Inc, 2008 SCC 69. Available remedies for oppression are discussed, as well as who has standing to bring an oppression action. In the second part, derivative actions are reviewed, including the four-part test to bring a derivative action, as laid out in s 240(2) of the Alberta Business Corporations Act, RSA 2000, c B-9. The last part of the paper looks at winding up, including a background discussion on seminal case law, and a consideration of what is “just and equitable.” Each part also contains a list of applicable Alberta case law. Additionally, included as appendices are a sample originating application for oppression, sample originating application for leave to apply for a derivative action, and sample supporting affidavit.

This paper is part of a collection presented at LESA’s Unanimous Shareholder Agreement Disputes program in Edmonton on April 6, 2016 and in Calgary on April 20, 2016.