15. Members’ remedies

Abstract

This chapter explores three remedies that aim to protect a company's members: the derivative claim; the unfair prejudice petition; and the petition to wind up the company. Where a company has sustained a loss, a member may be able to bring a derivative claim on behalf of the company. In order to continue a derivative claim, the member must obtain permission from the court to continue the claim. A member can also petition the court for a remedy where the company's affairs have been conducted in a manner that is unfairly prejudicial to that member's interests as a member. In unfair prejudice cases, the most common remedy is a share purchase order. Lastly, a member can petition the court for a winding-up order, with the relevant ground here being winding up where the court thinks it is just and equitable to do so.