Oppression: Reducing Canadian Corporate Law to a Muddy Default
Bibliographic record
Abstract
This paper evaluates the efficiency of the oppression action as a default contractual term between all corporate stakeholders. The judicial understanding of the action has resulted in the action effectively becoming a muddy default term in all corporate law relationships. The content of this default term is that the corporation has imposed upon it a very general obligation of reasonableness and fairness in its dealings with all stakeholders. In effect, the oppression action is a universal default rule that leaves unclear the rights and obligations of contracting corporate stakeholders until an ex post and potentially lengthy judicial analysis of the oppression action particular to the parties is undertaken. The key issue considered is whether, assuming transactions costs were zero, all stakeholders would hypothetically bargain for such a clause when dealing with a corporation. The paper argues that, aside from the particular context of minority shareholders in close corporations, they would not and, therefore, such an overarching default rule in corporate law is inefficient. Such a muddy default term for every corporate contract raises both ex ante business and contracting costs and ex post expenses of litigation and judicial inquiry. These costs are justified only in the context of minority shareholders in private corporations where the nature of the relationship precludes being able to account for every contingency at reasonable cost. Therefore, in this and only this particular context, a muddy default in the form of the oppression action is necessary in order to allow courts to fill in any apparent contractual gaps after the fact in light of circumstances not anticipated before the fact.
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How this classification was reachedexpand
Full frame machine prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. The Gemma side is a direct model label for every work in the frame, read from the title-only record. The Codex side is a classifier learned from the 10,348 direct Codex labels and calibrated to design-weighted sample rates; fields without enough sample support carry no Codex call. Candidate is the union of the two sides; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels.
Distilled classifier scores by category (both heads)
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.006 | 0.023 |
| Meta-epidemiology (narrow) | 0.000 | 0.000 |
| Meta-epidemiology (broad) | 0.001 | 0.001 |
| Bibliometrics | 0.002 | 0.001 |
| Science and technology studies | 0.008 | 0.013 |
| Scholarly communication | 0.007 | 0.004 |
| Open science | 0.003 | 0.007 |
| Research integrity | 0.004 | 0.006 |
| Insufficient payload (model declined to judge) | 0.007 | 0.000 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; a candidate call from one source (direct Gemma or distilled Codex), not a consensus.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".