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ARTICLE · 05 SEPTEMBER 2025

Unanimous Shareholder Agreements: No Signature Left Behind

Osler, Hoskin & Harcourt LLP
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On March 26, 2025, the Superior Court of Québec (the Court) released a rare decision on unanimous shareholder agreements. A unanimous shareholder agreement (USA) is a Canadian corporate law...

CanadaCorporate/Commercial Law
Matthew Oliver
Matthew Oliver
Daniel Stysis
Daniel Stysis
Fatoumata Tounkara
Fatoumata Tounkara
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Introduction

On March 26, 2025, the Superior Court of Québec (the Court) released a rare decision on unanimous shareholder agreements. A unanimous shareholder agreement (USA) is a Canadian corporate law tool commonly used by business owners and investors to safeguard their investments and retain a certain degree of control over the underlying business. Business owners and investors are likely all too familiar with key provisions found in USAs, such as those governing board composition, investor vetoes, shareholder approval thresholds, information rights, and transfer restrictions. Whether in the context of family-owned businesses, private equity and VC-backed portfolio companies, or joint ventures, USAs play a critical role in shaping governance and oversight.

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