In early 2025, a British Columbia Supreme Court judge sitting in Victoria confronted a question that precedes any examination of the merits in an oppression application: whether the party seeking relief is entitled to walk through the courthouse door at all. The numbered holding company incorporated in Ontario in September 2016 had positioned itself as a complainant under the Business Corporations Act of British Columbia, alleging that the publicly traded mining firm headquartered in Victoria, British Columbia had conducted its affairs in a manner oppressive to minority shareholders. The mining firm's response was not to defend the substance of those allegations but to attack the threshold inquiry. It argued that the numbered company, and the individual behind it, had never acquired shares for the purpose of participating in the corporation as genuine investors. Instead, the respondent contended, the September 2016 share acquisition was a deliberate mechanism to manufacture standing, to arm the numbered company with the technical status of a security holder so that it could deploy the oppression remedy as a weapon in a broader campaign of litigation. The dispute had already produced 5 separate court proceedings across 2 provinces, stretching from 2017 through 2018 and into 2024, and the standing challenge in 2025 forced the court to determine whether the complainant's conduct across that procedural history disqualified it from invoking the statutory remedy at all.
The oppression remedy under the Business Corporations Act occupies a distinctive place in corporate law because it grants the court broad discretion to intervene in the internal affairs of a corporation when the conduct of the corporation, its directors, or its affiliates has been oppressive, unfairly prejudicial, or has unfairly disregarded the interests of a security holder, creditor, director, or officer. Section 227 of the Act defines the class of persons who may bring such an application, and the statutory language is deliberately expansive. A registered holder or beneficial owner of a security may apply, as may a former holder or owner, a director or officer, and any other person whom the court considers to be a proper person to make the application. The final category—the "proper person" provision—confers discretion on the court to permit standing where the rigid categories would otherwise exclude a party whose grievance falls within the protective ambit of the remedy. That same discretion, however, operates in the opposite direction. The court may conclude that a party who technically satisfies one of the enumerated categories is nevertheless not a proper person to bring the claim because the circumstances of the party's acquisition of standing, or the purpose for which the party seeks to invoke the remedy, falls outside the protective purpose the legislature intended.
The proper complainant test does not appear in the Business Corporations Act as a discrete, codified formula. It emerges from the interpretive work courts have undertaken in determining what it means to be a security holder entitled to the remedy's protection, and what it means for a person to be a "proper person" under the residual category. The inquiry is not merely technical. A party who holds shares at the moment the application is filed has satisfied the statutory requirement of being a registered holder or beneficial owner, but that satisfaction does not end the analysis. The court retains authority to examine whether the party stands in a relationship to the corporation that the oppression remedy was designed to protect. Where a party acquires shares not to participate in the economic fortunes of the corporation but solely to gain a litigation platform, the court may find that the party lacks the quality of complainant that the statute presupposes. The oppression remedy exists to protect parties whose reasonable expectations as participants in a corporate venture have been defeated by conduct that is oppressive, prejudicial, or unfairly disregarding. A party who never held such expectations—who acquired shares solely to manufacture a cause of action—is not the party the statute was designed to protect.
The numbered holding company's September 2016 acquisition occurred at a particular moment in the relationship between the individual behind it and the publicly traded mining firm. The company was incorporated in Ontario in that same month, and the share acquisition followed shortly thereafter. The respondent's challenge to standing rested on the proposition that the timing and circumstances of that acquisition revealed its true purpose. The individual had been engaged in a failed attempt to acquire control of the mining firm, and the respondent argued that the share purchase was not an investment decision but a litigation decision—a strategic positioning to create the standing necessary to pursue claims that would otherwise be unavailable. The 5 separate court proceedings that followed, spanning 2 provinces and extending through 2017, 2018, and 2024, were said to demonstrate a pattern of conduct inconsistent with the behavior of a genuine investor. A shareholder who acquires securities to participate in the corporation's economic life typically does not immediately commence litigation, lose, commence further litigation, lose again, and persist across multiple forums and years. The respondent argued that this pattern was not the conduct of a disappointed investor but the conduct of a litigant who had armed itself with shares for the sole purpose of waging a procedural war.
The court's task in assessing such a challenge is to determine whether the complainant's acquisition of shares was so disconnected from any genuine expectation of participation in the corporation that the complainant falls outside the protective scope of the oppression remedy. This inquiry is fact-intensive and contextual. The court does not apply a bright-line rule that any share acquisition preceding litigation is disqualifying. Shareholders frequently acquire securities and later find themselves in disputes with the corporation or its controllers; the mere sequence of acquisition followed by litigation does not establish improper purpose. The question is whether the acquisition was made in contemplation of litigation as its primary or sole purpose, such that the complainant never stood in the relationship of investor to the corporation at all. The burden of establishing this disqualifying purpose typically rests on the party challenging standing, because the statutory scheme presumes that a registered holder or beneficial owner is entitled to bring an oppression application. The presumption is not irrebuttable, however, and the court may draw inferences from the circumstances surrounding the acquisition and the complainant's subsequent conduct.
The conduct of the numbered company and the individual behind it across the 5 separate court proceedings becomes relevant to the standing inquiry because it illuminates the purpose for which the shares were acquired and held. If the complainant's entire relationship with the corporation has consisted of litigation—if there has been no participation in shareholder meetings, no receipt of dividends with the expectation of ongoing investment, no engagement with the corporation as a going concern—the court may infer that the shares were never held for a purpose the oppression remedy was designed to protect. The proceedings in 2 provinces, stretching from 2017 through 2018 and into 2024, provide a longitudinal record of the complainant's conduct. Where that record shows repeated commencement of actions, repeated unsuccessful outcomes, and persistent pursuit of claims notwithstanding those outcomes, the court may conclude that the complainant is not seeking the remedy the statute offers to aggrieved shareholders but is instead using the statutory mechanism as a tool of harassment or as leverage in a collateral dispute. The proper complainant test, in this sense, overlaps with but is distinct from the abuse of process doctrine. A party may fail the proper complainant test without having engaged in conduct that rises to the level of abuse; the inquiry is focused on the quality of the complainant's standing rather than the impropriety of the litigation itself.
The discretionary nature of the proper complainant determination means that the court is not bound by formalistic assessments of share ownership. The Business Corporations Act grants the court authority to consider whether the complainant is a proper person to bring the application, and that authority encompasses an examination of the complainant's motives, the circumstances of share acquisition, and the pattern of conduct following acquisition. The court is not required to accept at face value the complainant's assertion that it acquired shares as an investor and later discovered conduct warranting an oppression remedy. Where the evidence suggests that the acquisition and the litigation were parts of a single strategic plan, the court may find that the complainant was never the type of security holder the statute protects. This finding does not depend on proving bad faith in the sense required for other procedural challenges; it depends on a determination that the complainant's relationship to the corporation was never one that generated the reasonable expectations the oppression remedy exists to vindicate.
The September 2016 timing of the numbered company's incorporation and share acquisition invites scrutiny of what the individual behind the company was doing in the months and years preceding that date. If the evidence establishes that the individual had been engaged in a takeover attempt, had been rebuffed, and had then incorporated a new entity and acquired shares through it, the court may draw an inference that the new corporate vehicle was created for litigation purposes. The use of a numbered holding company is not itself improper—shareholders frequently hold securities through corporate vehicles for tax planning, estate planning, or liability management purposes—but the creation of a new entity contemporaneous with a shift from commercial negotiation to litigation may suggest that the entity was the means by which the individual sought to position itself for claims that a direct holding would not have supported. The court examines the totality of circumstances, including the timing of incorporation, the amount of shares acquired, the price paid, the source of funds, and the complainant's conduct immediately following acquisition. A complainant who acquires a minimal shareholding at market price immediately before commencing litigation presents a different picture than a complainant who acquires a substantial stake and participates in the corporation for years before disputes arise.
The respondent's challenge to standing in the 2025 application required the court to assess not only the September 2016 acquisition but also the complainant's conduct in the 5 separate proceedings that followed. Each proceeding represented a choice by the complainant to continue investing resources in litigation rather than in the corporation itself. Each unsuccessful outcome represented an opportunity for the complainant to accept the disposition and move on, or to persist and commence further claims. The pattern of persistence across 2 provinces and through multiple years is relevant to the standing inquiry because it speaks to the complainant's purpose in holding shares. A genuine investor whose reasonable expectations have been defeated by oppressive conduct typically seeks a remedy and, upon obtaining or being denied that remedy, adjusts its position accordingly. A litigant whose purpose is litigation itself does not adjust; it persists, reframes claims, and seeks new forums. The court is entitled to consider whether the complainant's conduct is consistent with the behavior of an aggrieved investor or is instead consistent with the behavior of a party using share ownership as a litigation tool.
The proper complainant test also requires the court to consider the nature of the relief sought and whether that relief corresponds to the kind of harm the oppression remedy addresses. The oppression remedy is designed to correct conduct that is oppressive, unfairly prejudicial, or unfairly disregarding of the interests of security holders and others. The remedy is not a general-purpose mechanism for resolving commercial disputes between parties who happen to have a share ownership relationship. Where the relief sought is disconnected from the complainant's interest as a security holder—where, for example, the complainant seeks to relitigate the terms of a failed acquisition or to extract concessions unrelated to shareholder value—the court may find that the complainant is not pursuing the remedy for its intended purpose. The court examines the substance of the allegations and the relief claimed to determine whether the application genuinely engages the protective function of the oppression remedy or whether it conscripts that remedy into service as a weapon in a broader dispute.
The individual behind the numbered holding company occupies a particular position in the standing analysis because the numbered company is the nominal shareholder and the individual is the controlling mind. The question arises whether the individual's conduct can be attributed to the corporate complainant for purposes of the standing determination. The answer is generally yes. A corporation acts through its directing minds, and where the individual's purpose in incorporating the numbered company and causing it to acquire shares was to manufacture litigation standing, that purpose is attributable to the corporation itself. The court does not permit a party to insulate improper purpose behind a corporate veil where the corporation is merely the instrument of the individual's litigation strategy. The numbered company's status as a registered holder does not immunize it from scrutiny of the circumstances under which it acquired that status. The proper complainant test looks through form to substance, asking whether the complainant—corporate or individual—stands in the relationship to the target corporation that the oppression remedy presupposes.
The respondent's burden in establishing that the complainant fails the proper complainant test is substantial but not insurmountable. The respondent must adduce evidence from which the court can infer that the complainant's share acquisition was made for litigation purposes rather than investment purposes. This evidence may include the timing of incorporation and acquisition relative to the failed takeover attempt, the absence of any investment rationale for the acquisition, the immediate commencement of litigation following acquisition, the pattern of conduct across multiple proceedings, and any direct evidence of the complainant's stated intentions. The court weighs this evidence against the complainant's own account of its reasons for acquiring shares and its conduct as a shareholder. Where the evidence preponderates in favor of the inference that the acquisition was a litigation strategy, the court may find that the complainant is not a proper person to bring the application.
The consequences of a finding that the complainant lacks standing are dispositive of the application. If the complainant is not a proper person to bring the oppression claim, the court does not reach the merits of the allegations. The application is dismissed at the threshold, and the complainant is left without access to the oppression remedy regardless of whether the conduct alleged would otherwise constitute oppression. This outcome reflects the gatekeeper function of the standing inquiry. The oppression remedy is a powerful tool that permits the court to restructure corporate relationships, order the purchase or sale of shares, require the corporation to take or refrain from actions, and impose personal liability on directors and officers. The legislature did not intend this tool to be available to any party who can acquire a share certificate; it intended the tool to be available to parties whose relationship with the corporation gives them a legitimate stake in how the corporation conducts its affairs. The proper complainant test enforces that legislative intention by screening out parties who lack such a stake.
The 2025 proceeding before the British Columbia Supreme Court judge in Victoria thus presented a threshold question that would determine whether the litigation could proceed at all. The publicly traded mining firm headquartered in Victoria, British Columbia had marshaled its challenge to standing by pointing to the numbered company's September 2016 incorporation and acquisition, the individual's prior failed takeover attempt, and the pattern of 5 separate court proceedings across 2 provinces extending through 2017, 2018, 2024, and into 2025. The complainant's response would necessarily address each of these factors, arguing that the share acquisition reflected a genuine investment purpose, that the subsequent litigation reflected legitimate grievances rather than manufactured disputes, and that the pattern of proceedings demonstrated perseverance in the face of injustice rather than vexatious conduct. The court's resolution of the standing challenge would turn on its assessment of these competing narratives and its determination of whether the complainant stood in the relationship to the corporation that the oppression remedy was designed to protect.
The proper complainant test thus operates as a doctrinal mechanism for enforcing the boundaries of the oppression remedy. It ensures that the remedy remains available to those whose reasonable expectations as corporate participants have been defeated, while excluding those who have positioned themselves to invoke the remedy without ever having held such expectations. The test is not mechanical; it requires the court to engage in a contextual assessment of the complainant's purpose and conduct. The assessment is informed by the statutory language of section 227 of the Business Corporations Act, the protective purpose of the oppression remedy, and the court's institutional interest in ensuring that its processes are not conscripted into service as tools of harassment or strategic maneuvering. The test reflects the broader principle that access to court remedies is not unlimited; a party must stand in the appropriate relationship to the dispute to invoke the court's jurisdiction. In the oppression context, that relationship is defined by the complainant's status as a security holder or other protected party whose interests the corporation's conduct has affected. Where that status is nominal rather than genuine—where it was acquired solely to create a litigation platform—the complainant lacks the standing the statute requires.
The implications for claims professionals, governance officers, and others engaged in the management of corporate disputes are significant. The proper complainant test provides a defensive tool for corporations facing oppression claims brought by parties whose connection to the corporation is questionable. The challenge to standing can be raised at the outset of proceedings, potentially disposing of the claim before the expense of full litigation on the merits. The test also provides guidance for parties considering the acquisition of shares in corporations with which they have existing disputes. A party who acquires shares after a dispute has arisen, or contemporaneously with the commencement of litigation, exposes itself to a standing challenge that may defeat the claim regardless of its substantive merit. The test encourages parties to consider the timing and circumstances of share acquisition and to ensure that the acquisition reflects a genuine investment purpose rather than a litigation strategy.
The court's discretion in applying the proper complainant test is broad but not unlimited. The court must ground its determination in the evidence before it and must articulate reasons that connect the evidence to the statutory standard. A finding that the complainant fails the test must be supported by evidence of the complainant's purpose in acquiring shares and must reflect a conclusion that the purpose was inconsistent with the relationship the oppression remedy protects. The court may not simply presume improper purpose from the fact of litigation; many genuine investors find themselves in disputes with corporations and are entitled to invoke the oppression remedy without having their standing questioned. The test applies where the circumstances of acquisition and subsequent conduct raise a genuine question about the complainant's purpose, not as a routine barrier to all oppression claims. The court balances its gatekeeper function against the legislature's intention to provide a broad and flexible remedy for shareholders and others whose interests have been disregarded.
The numbered holding company's position in the 2025 application thus turned on whether the court would accept the characterization of the September 2016 acquisition as a litigation strategy or would instead find that the acquisition reflected a genuine investment purpose that the subsequent disputes had disappointed. The answer to that question would determine whether the complainant could proceed to argue the merits of its oppression allegations or would instead be dismissed at the threshold for lack of standing. The proper complainant test, applied to the facts of the case, would require the court to examine the totality of circumstances and to determine whether the complainant stood in the relationship to the publicly traded mining firm that the Business Corporations Act's oppression remedy was designed to protect.