Abstract:
The two principal remedies in corporate law against abusive conduct towards minorities are the derivative action and the oppression action. The former seeks relief for the company while the latter provides non-controlling shareholders with a personal remedy where they have been oppressed. Where wrongs are committed against a company, both remedies may be applicable in respect of such corporate wrongs. The courts have recently drawn a sharper distinction between both remedies in respect of such wrongs, including wrongs associated with intellectual property assets. It is suggested that focusing on the act is not optimal and instead the focus should be on the agreement or understanding of the parties, whether formal or informal. The remedies being sought are also relevant.