3.4.6.3 Relief available

Relief available in an appraisal action is a buyout of the minority shareholders by the corporation at a 'fair value', while the oppression remedy offers an array of forms of relief at the discretion of courts. To begin with, the relief available in an oppression remedy is broader, from injunctive relief to dissolution. An appraisal suit can only be brought after the effectuation of the transaction triggers, while an oppression suit can be brought before or after the misconduct take place, depending on the specific situations.1 Moreover, more money can be recovered in an oppression suit than that in an appraisal case.

In evaluating claims involving violations of fiduciary duties, the trial court may include in its relief any damages sustained by the shareholders,2 and the incentive to invoke oppression for more monetary relief is counterbalanced by the requirement to prove wrongdoing.3 A party who fills an unmeritorious oppression suit may be held liable for the costs of the litigation arising therefrom,4 and given the degree of sophistication the courts have in such matters, such risks may be high.5

Oppression suits for breach of fiduciary duty can be brought as a class action, which can represent all the shareholders similarly affected. In comparison, the appraisal suit is limited to a much smaller class of shareholders who dissent from the transaction and affirmatively seek appraisa1.6 In light of the fee that may be charged by him, the lawyer who stands behind most shareholder litigation expectably prefers a class action for breach of fiduciary duty and the oppression remedy in this case is much more attractive than the appraisa1.7