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George Wants to Get Out of His Investment in Silver

Question 35

Multiple Choice

George wants to get out of his investment in Silver Chair Furniture Inc, a corporation incorporated under the Canada Business Corporations Act.He holds 50 percent of the shares and is fed up with dealing with William, who holds the remaining 50 percent of the shares and will not listen to him.They cannot agree on how the corporation should be run.William is the sole director and officer of the corporation.George has asked William to buy him out or have the corporation buy his shares, but neither William nor the corporation has any money.George is prohibited from selling to a third party under a shareholder agreement he signed with William.Can George have the corporation wound up?


A) No, because winding up is available only if all shareholders consent.
B) No, because George should have protected his interests in a shareholders' agreement.
C) No, because, while his interests may have been oppressed, winding up is not a remedy that a court can order based on oppression.
D) Yes, in these circumstances it would be just and equitable to wind up the corporation because the two equal shareholders are deadlocked regarding how to run the corporation and there seems to be no alternative solution.
E) No, because William may still want to carry on the business.

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