"Request in case of abuse
241 (1) Any complainant may apply to the court to make the orders referred to in this section.
Reasons
(2) The court seized of an application referred to in subsection (1) may, by order, remedy the situation caused by the company or any of its affiliates which, in its opinion, is abusing the rights of the holders of the rights. securities, creditors, directors or officers, or, is unfair to them by harming them or by disregarding their interests:
(a) because of his behavior;
(b) by the way in which it conducts its business or internal affairs;
(c) by the manner in which its directors exercise or have exercised their powers.
Powers of court
(3) The court may, in complying with requests referred to in this section, make such interim or final orders as it considers relevant, in particular:
(a) prevent the contested behavior;
(b) appoint a receiver or receiver-manager;
(c) to regulate the affairs of the corporation by amending the articles or by-laws or by establishing or amending a unanimous shareholder agreement ;
(d) prescribing the issue or exchange of securities;
e) make appointments to the board of directors, either to replace all or some of the directors in office, or to increase their number;
(f) directing the company, subject to subsection (6), or any other person, to purchase securities of a holder;
(g) directing the company, subject to subsection (6), or any other person, to return to the holders a portion of the funds they have paid for their securities;
h) modify or terminate the terms of an operation or contract to which the company is a party, with compensation for the company or the other parties;
i) order the company to provide it and any interested person, within the prescribed time, with its financial statements in the form required by section 155, or to render an account in such other form as it may determine;
j) compensate persons who have suffered harm;
k) prescribing the rectification of the registers or other books of the company, in accordance with section 243;
l) pronounce the liquidation and dissolution of the company;
(m) prescribing that an investigation be held in accordance with Part XIX;
n) bring any contentious issue to court.
Duty of directors
(4) In cases where an order made under this section directs amendments to the articles or by-laws of the company:
(a) directors must comply without delay with subsection 191 (4);
(b) any other amendment to the articles or by-laws may only be made with leave of the court, subject to any other court order.
Exclusion
(5) Shareholders may not, on the occasion of an amendment to the articles of association made in accordance with this article, assert their dissent under article 190.
Limitation
(6) The company may not make any payment to a shareholder under paragraph (3) (f) or (g) if there are reasonable grounds to believe that:
(a) or it cannot, or therefore could not, pay its liabilities as they fall due;
b) or else the realizable value of its asset would therefore be lower than its liability.
Choice
(7) The complainant, acting under this section, may, at his option, request the court to make the order provided for in section 214. ”
“450. An applicant may apply to the court for an order to remedy the situation when, in the opinion of the court, the company or a legal person of the same group acts abusively or is preparing to act abusively. with regard to the holders of securities of the company or with regard to its directors or officers, or that it is unfair or is preparing to be unfair towards them by causing them prejudice: 1 ° either because of his behavior; 2 ° either by the way in which it carries on, has carried on or is about to carry on its activities or by the way in which it conducts, has led or is about to conduct its internal affairs; 3 ° or by the way in which the directors exercise, have exercised or are preparing to exercise their powers. 2009, c. 52, a. 450.
451. The court may, on the occasion of an application referred to in this subdivision, make any order it considers appropriate. Thus he can, in particular: 1 ° prevent the contested behavior; 2 ° appoint a receiver; 3 ° review the functioning of the company by amending the articles of association or the internal regulations or by establishing or modifying a unanimous shareholders' agreement; 4 ° order the issue or exchange of securities; 5 ° make appointments to the board of directors, either to replace all or some of the directors in office, or to increase their number; 6 ° order the company or any other person to buy securities from a holder; 7 ° order the company or any other person to reimburse the holders for all or part of the sums they have paid for their securities; 8 ° modify, terminate or cancel a contract or a transaction to which the company is a party and, where applicable, order compensation for the company or any other party to this contract or this transaction; 9 ° order the company to provide it and any interested party, within the time limit it sets, the financial statements referred to in Articles 225 and 226,or order that it report to it in the form it determines; 10 ° order the compensation of persons who have suffered damage; 11 ° order the rectification of the books of the company in accordance with articles 456 and 457; 12 ° order the dissolution of the company and its liquidation when the latter has property or obligations; 13 ° order that an investigation be held in accordance with Division I; 14 ° order, not only in a case of abuse of process but also in any other case where the court deems it appropriate, any party to the proceedings to pay, in whole or in part, the fees and other costs of any other party. The company may not make any payment to a shareholder under subparagraph 6 or 7 of the first paragraph if there are reasonable grounds to believe that it cannot or could not, as a result,discharge its liabilities when due. 2009, c. 52, a. 451; 2010, c. 40, a. 85; NI 2016-01-01 (NCPC).
452. Notwithstanding the second paragraph of article 10 of the Code of Civil Procedure (chapter C-25.01), the court may, under article 451, make any order it considers appropriate, whether or not the order has been made. been requested by the applicant. In the second case, however, the court must give the parties the opportunity to make their representations on the remedy it envisages before the order is issued. 2009, c. 52, a. 452; NI 2016-01-01 (NCPC).
453. In the event that the court, by virtue of article 451, orders modifications to the articles of association, to the internal regulations of the company or to a unanimous shareholders' agreement, no other modification may be made without the consent of the court, for the period or under the conditions it determines. If the court orders the modification of the articles of association, the board of directors must send without delay to the enterprise registrar a copy of this order and the articles of amendment required by this law to which are attached, if applicable, the documents required by the Act respecting the legal publicity of enterprises (chapter P-44.1). Shareholders may not, on the occasion of an amendment to the articles of association resulting from an ordinance, exercise the right to repurchase shares provided for in Chapter XIV. "