RTA · Business Corporations Act
Part 19 — Remedies, Offences and Penalties
242 Relief by Court on the ground of oppression or unfairness
this section.
(2) If, on an application under subsection (1), the Court is satisfied
that in respect of a corporation or any of its affiliates
(a) any act or omission of the corporation or any of its affiliates
effects a result,
(b) the business or affairs of the corporation or any of its
affiliates are or have been carried on or conducted in a
manner, or
(c) the powers of the directors of the corporation or any of i ts
affiliates are or have been exercised in a manner
that is oppressive or unfairly prejudicial to or that unfairly
disregards the interests of any security holder, creditor, director or
officer, the Court may make an order to rectify the matters
complained of.
RSA 2000
(3) In connection with an application under this section, the Court
may make any interim or final order it thinks fit including, without
limiting the generality of the foregoing, any or all of the following:
(a) an order restraining the conduct complained of;
(b) an order appointing a r eceiver or receiver-manager;
(c) an order to regulate a corporation's affairs by amending t he
articles or bylaws;
(d) an order declaring that any amendment made to the articles
or bylaws pursuant to clause (c) operates notwithstanding
any unanimous shareholder agreement made before or after
the date of the order, until the Court otherwise orders;
(e) an order directing an issu e or exchange of securities;
(f) an order appo inting directors in place of or in addition to all
or any of the directors then in office;
(g) an order directing a corporation, subject to section 34(2) , or
any other person, to purchase securities of a security holder;
(h) an order directing a corporation or any other person to pa y
to a security holder any part of the money paid by the
security holder for securities;
(i) an order directing a corporation, subject to section 43, t o pay
a dividend to its shareholders or a class of its shareholders;
(j) an order varying or setting aside a transaction or contrac t to
which a corporation is a party and compensating the
corporation or any other party to the transaction or contract;
(k) an order requiring a corpor ation, within a time specified by
the Court, to produce to the Court or an interested person
financial statements in the form required by section 155 or
an accounting in any other form the Court may determine;
(l) an order compensating an aggrieved person;
(m) an order directing rectification of the registers or other
records of a corporation under section 244;
(n) an order for the liquidation and dissolution of the
corporation;
(o) an order directing an investigation under Part 18 to be ma de;
RSA 2000
(p) an order requiring the trial of any issue;
(q) an order granting permission to the applicant to
(i) bring an action in the name and on behalf of the
corporation or any of its subsidiaries, or
(ii) intervene in an action to which the corporation or any of
its subsidiaries is a party, for the purpose of prosecuting,
defending or discontinuing an action on behalf of the
corporation or any of its subsidiaries.
(4) This section does not confer on the Court power to revoke a
certificate of amalgamation.
(5) If an order made under this section directs an amendment of
the articles or bylaws of a corporation, no other amendment to the
articles or bylaws may be made without the consent of the Court,
until the Court otherwise orders.
(6) If an order made under this section directs an amendment of
the articles of a corporation, the directors shall send articles of
reorganization in the form required by the Registrar to the Registrar
together with the documents required by sections 20 and 113, if
applicable.
(7) A shareholder is not entitled to dissent under section 191 if an
amendment to the articles is effected under this section.
(8) An applicant under this section may apply in the alternative
under section 215(1)(a) for an order for the liquidation and
dissolution of the corporation.
RSA 2000 cB-9 s242;2014 c13 s49;2021 c18 s72