The remedies a court can order in an oppression case
Damages are rarely the point. The buyout is, because it solves the problem rather than compensating for a year of it.
Esshaki Legal Media TeamCurrent as of December 2024
A finding of oppression opens a wider set of remedies than an ordinary damages
claim, and the choice among them is usually more consequential than liability.
Buyout at fair value. The remedy that matters most. It ends the relationship
and gives the minority the exit the structure denied them. Nearly all the
subsequent litigation is about valuation — the standard, the date, and whether
minority and marketability discounts apply.
Dissolution. Available in most states and genuinely a last resort. It
destroys going-concern value, and courts frequently offer the majority the option
to purchase instead.
Appointment of a custodian or provisional director. Useful in deadlock or
where management cannot be trusted to run the company pending resolution.
Ordering a distribution, where profits have been retained to starve the
minority while the majority takes compensation.
Unwinding a transaction that transferred value improperly, or imposing a
constructive trust on what was taken.
Injunctive relief against continuing conduct, and an accounting.
Damages are available too, but in a company that continues to operate they
compensate for the past and leave the minority in the same position going
forward — which is why the buyout dominates.