Oppression in a quasi-partnership family company arises where a...

Oppression in a quasi-partnership family company arises where a founder and substantial shareholder is excluded from management and profit-related benefits without due process or justification. Permitted competition under an exit settlement, absent misuse of company data or employee solicitation, did not justify exclusion. In the absence of proof that board-meeting notices or minutes were served, non-attendance did not establish vacation of the directorship. The oppression finding was therefore sustained. Although the articles contained pre-emptive transfer rights, an independently supervised Swiss Challenge process for either shareholder group to acquire the other's shares substantially met their purpose and was upheld as a fair, transparent remedy for irretrievable breakdown of trust.