Directors' Duties and the Oppression Remedy

Key principles

• Duty owed to corporation
  Not to particular stakeholder groups; directors may consider stakeholder interests in good faith.
• Reasonable expectations
  Foundation of the oppression analysis — assessed objectively by reference to surrounding circumstances.
• Oppression test
  Conduct must be oppressive, unfairly prejudicial, or unfairly disregard the claimant's interests.
• Peoples Department Stores
  Pre-BCE foundation; reaffirmed and refined in BCE.