
Protecting the interests of minority shareholders in unanimous shareholders’ agreements
Law360 Canada (July 25, 2025, 2:00 PM EDT) -- Minority shareholders, by virtue of their minority status, may not have the power or leverage to heavily negotiate the terms of a unanimous shareholders’ agreement (USA). To that end, USAs can impose harsh realities on minority shareholders. When negotiating USAs, minority shareholders should be mindful of this imbalance to ensure that they are protected and well-positioned relative to majority shareholders. This article seeks to provide insight into the items that shareholders should consider when entering into USAs in a minority position.
Board nominees
Fundamental matters
As noted above, board members elected by majority shareholders will dominate the board and approve most decisions, even if minority shareholders have board representation. The OBCA nevertheless requires shareholder approval of certain fundamental decisions and allows for shareholder dissent rights, thus providing minority shareholders with certain statutory protections.
In providing veto rights, minority shareholders can promote equitable treatment. Certain matters that could warrant veto rights include: entering into a new line of business, adopting or amending the corporation’s business plan, authorizing expenditures above budgeted amounts, commencing an initial public offering or authorizing distributions.
Minority shareholders have limited negotiating power. Nevertheless, the key in protecting their interest is determining what provisions should be included or omitted in a USA. Albeit not an exhaustive list, the above highlights certain points that should be negotiated for by minority shareholders when entering into USAs in an attempt to even the playing field.
Charlie Kim is a Partner in the Business & Transactions Group at Robins Appleby LLP. Drawing on over 15 years of experience as a business lawyer in Ontario, he counsels private equity firms, business owners, and lenders in a Canadian, cross-border and international context. He has authored a series of legal articles on numerous business law related issues, including shareholder rights and corporate governance.
Matthew McGuigan is an Associate in the Business & Transactions Group at Robins Appleby LLP. He is an Ontario lawyer advising on mergers and acquisitions, debt financing, private capital markets, and shareholder and partnership arrangements in the Canadian, cross-border, and international context. With a dual JD/HBA from Western University and Ivey Business School, Matthew applies his business acumen to address his client's legal needs.
At Robins Appleby, we have been providing legal advice for over 70 years to entrepreneurs, businesses, financial institutions, and foreign companies operating in Canada. Located in Toronto's financial district, our firm is trusted by clients to help solve critical, time-sensitive issues. We offer a wide range of legal services including business and transactions, affordable and social housing, litigation and dispute resolution, commercial real estate development, tax law, employment law, and estate planning.