The applicant minority shareholder sought remedies for alleged oppression by the respondents, claiming they concealed conflicts of interest in related-party transactions.
The parties agreed that the respondents should buy out the applicant's shares, but disputed the valuation and whether the applicant was subject to Canadian economic sanctions against Russia due to its principals' ties to a sanctioned Russian entity.
The court found no oppression, as the applicant knew or ought to have known of the overlapping ownership.
The court set the buyout value based on the midpoint of the experts' market approaches and applied a 10% minority discount.
However, finding considerable evidence that the applicant might be subject to sanctions, the court ordered that no payment be made until Global Affairs Canada rules on the sanctions issue.
