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Ebo Corporation Was Incorporated Under the Canada Business Corporations Act

Question 38

Multiple Choice

Ebo Corporation was incorporated under the Canada Business Corporations Act in 1991.It is a private corporation.It carries on a dress making business.Eben is the CEO and the sole director.He holds 60 percent of the shares.Four employees hold the remaining 40 percent,10 percent each.Eben has run the corporation as if there were no other shareholders.None of the employees has ever seen a financial statement,nor has there ever been a shareholders' meeting.The employees have received substantial dividends on their shares and do not want to leave the corporation or sell their shares.They do,however,want some better disclosure regarding the corporation's business.Which of the following statements does not describe these minority shareholders' rights?


A) They could seek leave to bring a derivative action on behalf of the corporation against Eben on the basis that his failure to send them annual financial statements and call annual meetings is a breach of his fiduciary duty to act in the best interests of the corporation and seek injunctive relief.
B) They could apply to the court for an order directing Eben to comply with the Canada Business Corporations Act by distributing financial statements and holding shareholder meetings and to cease conducting the affairs of the corporation in a manner oppressive to the shareholders.
C) They could requisition a shareholder meeting to discuss the problem.
D) They could apply to the court for relief on the basis that Eben is oppressing or unfairly disregarding their interests as minority shareholders.
E) They could sell their shares publically on the stock exchange.

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