Can a minority shareholder retain their relative share position in the absence of an agreement to the contrary?

Recently this court in Popat v. MacLennan, 2014 BCSC 2363 determined the dilution of a minority share position in the absence of an agreement to the contrary was not oppressive and did not impinge on the reasonable expectations of the shareholders. The court noted in particular that there was no agreement indicating the petitioners had a right to retain their relative share positions and no other statutory prohibition against dilution.

In part the petitioner seeks oppression remedies against the respondent directors for alleged mismanagement of the affairs of the company. The authorities make it clear a shareholder is required to show direct and special harm to his interests as a shareholder in order to maintain the personal action of oppression on such or similar grounds. Otherwise he must seek leave to bring a derivative action in the name of the company (see: Pasnak v. Chura, 2004 BCCA 221).