Denial of 750,000 Stock Options? Ontario Court of Appeal Upholds Oppression Remedy

For many in the private sector, especially those in early-stage/higher-risk enterprises, securities-based pay, for example, equity, stock options and RSUs, is an important part of a total compensation package.   But what happens if a company arbitrarily restricts or cancels this compensation, without other consideration?
A recent, unanimous decision by the Ontario Court of Appeal in Justein v. DeFi Technologies Inc. 2023 ONCA 615, affirmed that the arbitrary cancellation or withdrawal of stock options constituted oppression, pursuant to section 248 of Ontario’s Business Corporations Act R.S.O. c. B.16 (‘OBCA’).  Implicit in their decision was the confirmation that stock options are indeed a form of securities as contemplated by the Act.