Fair Market Value | Minority Interests | Passing of Accounts | Remedies
Why these disputes are different.
The asset cannot be divided or sold like a house.
Surviving shareholders control the information the estate needs.
An executor who is also a shareholder sits on both sides.
Corporate remedies may be available alongside estate ones.
Quick Answer
What can beneficiaries do when an estate holds shares in a private company?
Beneficiaries are entitled to information about the administration of the estate, including how its assets are being valued and dealt with, and can compel a formal passing of accounts. Where the estate holds a minority interest and the surviving shareholders are running the company in a way that unfairly prejudices it, the oppression remedy under corporate legislation may be available in addition to estate remedies. Where the estate trustee is also a shareholder, the conflict of interest is a separate ground of challenge, and removal may be sought in a proper case.
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THE VALUATION FIGHT
Everything Turns on a Number Nobody Agrees
A house has comparables. A private company does not. Its value depends on maintainable earnings, the multiple applied, whether discounts are taken for a minority interest or lack of marketability, and how the financial statements are normalised. Two competent valuators can differ by a very large margin on the same company.
Whoever controls the company controls the information a valuator needs, which is why estates holding minority interests are at a structural disadvantage. Financial statements arrive late, management explanations are unverifiable, and the estate is asked to accept a figure it cannot test.
The remedy is to insist on proper disclosure early and to instruct a valuator with clear terms rather than accepting the company's own figure. A valuation prepared for the company, for another purpose, is not an independent valuation of the estate's interest.
OPPRESSION
When the Survivors Run the Company Against the Estate
Where an estate holds shares and the surviving shareholders control the business, familiar conduct appears. Dividends stop. Salaries and management fees rise. Opportunities move to a new company. A share issue dilutes the estate's holding.
The oppression remedy under the corporate statutes protects shareholders and others against conduct that is oppressive, unfairly prejudicial, or that unfairly disregards their interests. It is deliberately broad and the court has wide power to fashion a remedy, including ordering a purchase of the shares.
This matters because a purely estate law approach can leave beneficiaries with a valuable looking asset producing nothing. Corporate remedies and estate remedies are frequently run together, and the availability of the first materially improves the negotiating position on the second.
THE EXECUTOR PROBLEM
Sitting on Both Sides
A very common arrangement has the surviving business partner, or the child who runs the company, appointed as estate trustee. That person now owes duties to the beneficiaries while also being the buyer, or the person controlling the company whose shares are being valued.
The conflict does not automatically disqualify them, particularly where the will contemplated it. It does mean their conduct is examined more closely, and transactions with themselves attract scrutiny.
Beneficiaries can require a formal passing of accounts, which puts the administration before the court. Where the conflict has produced actual prejudice, removal of the estate trustee may be sought, though courts do not interfere with a testator's choice lightly.
HOW WE WORK
What to Bring, and What to Expect
Bring the will, any shareholder agreement, whatever corporate financial information you hold, and the correspondence with the estate trustee. Bring your account of how the business was actually run before the death.
Expect early attention to information rather than to argument. These disputes are won by the side that establishes the financial picture, and the first months are better spent obtaining documents than exchanging positions.
Expect a proportionality conversation. Litigating a valuation dispute through to trial is expensive, and in many estates a negotiated purchase at a defensible figure serves the beneficiaries better than a judgment several years later.
Common Questions
Frequently Asked Questions
Can beneficiaries force the sale of a company in an estate?
Not directly, but a court has broad remedial powers, and under the oppression remedy it may order that shares be purchased. What is available depends on the shareholding and the conduct complained of.
What if the executor is also the business partner?
That conflict does not automatically disqualify them, particularly if the will contemplated it, but their conduct is examined more closely. A formal passing of accounts can be required and removal may be sought in a proper case.
How is the value of the shares decided?
By valuation evidence, applying fair market value at the relevant date, with arguments about maintainable earnings, multiples, minority and marketability discounts, and normalisation of the accounts.
What is the oppression remedy?
A statutory remedy protecting shareholders and others against conduct that is oppressive, unfairly prejudicial, or unfairly disregards their interests. Courts have wide power to fashion a remedy including ordering a share purchase.
The estate has no cash. What happens to a claim against it?
Illiquidity is a practical problem rather than a defence. It usually shapes the structure of any settlement, including payment over time or a transfer of assets rather than cash.
Start My Enquiry
Talk to Us About Estate Disputes Over Company Shares
Our lawyers act for beneficiaries, estate trustees and surviving shareholders in these disputes. Call, email, or arrange a consultation. Bring the will and any shareholder agreement.
Lexaltico LLP
Downtown Toronto
55 University Ave, Suite 1100 Toronto, ON M5J 2H7
North York
2 Sheppard Ave East, Suite 303, Toronto, ON M2N 5Y7
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“I had the absolute pleasure of working separately with two lawyers from Lexaltico — Pooja Lassi and Matthew Ram — on different matters. The level of professionalism, expertise, and care demonstrated by each of them was consistently exceptional. They do not simply service your needs — they take the time to thoroughly understand your situation and proactively problem-solve.”
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★★★★★
“I had the absolute pleasure of working separately with two lawyers from Lexaltico — Pooja Lassi and Matthew Ram — on different matters. The level of professionalism, expertise, and care demonstrated by each of them was consistently exceptional. They do not simply service your needs — they take the time to thoroughly understand your situation and proactively problem-solve.”
SJR
Planning beyond a simple will
Related pages
Trusts, company shares, assets in another country, and the decisions a standard will does not reach.
Use of this website does not establish a solicitor-client relationship between you and Lexaltico LLP. Such a relationship is only formed when Lexaltico LLP has expressly confirmed in writing that it has agreed to act on your behalf. Until that confirmation is provided, no obligation of confidentiality exists.
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Information on this website is provided for general informational purposes only and does not constitute legal advice. Do not act on any information here without first consulting a qualified lawyer licensed in your jurisdiction. Lexaltico LLP disclaims all liability for actions taken or not taken based on this website's contents.
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Do not submit confidential information through this website or by email until a solicitor-client relationship has been confirmed in writing. Information submitted before that point will not be treated as confidential.
Law Society of Ontario Regulation
Lexaltico LLP is regulated by the Law Society of Ontario (LSO) under the Law Society Act, R.S.O. 1990, c. L.8. All lawyers are members in good standing. Alberta matters are handled by lawyers licensed with the Law Society of Alberta (LSA).
Law Society of Alberta
Our Alberta-licensed lawyers are members in good standing of the Law Society of Alberta (LSA).
Immigration Regulatory Body: CICC
Immigration consulting services are provided by Regulated Canadian Immigration Consultants (RCICs) in good standing with the College of Immigration and Citizenship Consultants (CICC) under the College of Immigration and Citizenship Consultants Act, S.C. 2019, c. 29, s. 292.
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The no-obligation initial assessment is a brief introductory conversation. It does not include a review of your documents and does not constitute legal advice. Lexaltico LLP charges a fee for substantive consultations, including civil litigation, criminal defence and immigration matters; the firm may waive that fee at its discretion. Any fee is disclosed in advance and credited in full toward your account if you retain the firm. Documents are reviewed and advice given only at a paid consultation or once the firm has been retained. No solicitor-client relationship arises, and no duty of confidentiality applies, until confirmed in writing.
Referral Fees: LexKonnect
Where we refer a matter to another firm, including through LexKonnect, we comply with Rule 3.6-6.1 of the Law Society of Ontario’s Rules of Professional Conduct. Any referral fee is set out in the Law Society’s standard referral agreement, signed by you before the referral proceeds, and no fee is payable to us unless and until the receiving firm has been paid for its work. You are never obliged to accept a referral and are free to retain any firm you choose. No referral arrangement affects the independent professional judgment of any lawyer at this firm.
Limitation Periods
Failure to commence proceedings within applicable limitation periods may permanently bar your claim. In Ontario, the general limitation period is two (2) years from discovery under the Limitations Act, 2002, S.O. 2002, c. 24, Sched. B. Seek legal advice promptly.
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Not everyone at the firm is a lawyer. Licensed paralegals in Ontario may act only within the scope permitted by the Law Society of Ontario, which does not include most family, estate or criminal matters. Immigration consulting may be provided by Regulated Canadian Immigration Consultants, who are not lawyers. Each page and each biography states which applies. Ask us at the outset who will handle your matter and under which licence.
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We serve clients in a number of languages. Every page of this site is written and published in English. Where a document, a summary or a conversation is provided in another language, the English version governs in the event of any difference. If you need an interpreter, tell us when you book and we will arrange one.
Lexaltico LLP
Legal Notices
How Lexaltico LLP handles personal information, under PIPEDA and Ontario law.
What we collect
What you give us
When you use a form on this site, email us or telephone us, we collect what you choose to send:
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How we use it
Purpose
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Your rights under PIPEDA
Under the Personal Information Protection and Electronic Documents Act,
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Short, and written to be read rather than scrolled past.
The four things that matter most
Nothing on this site is legal advice, however specific it looks.
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Do not send confidential information before a retainer is signed.
Past results depend on their own facts and do not predict yours.
What this site is
Information, not advice
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statutes and cases by name, and they are reviewed. None of that makes them advice about your
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The difference is practical rather than technical. A page explaining that spousal support is
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wrong about you, because of a domestic contract you signed, a period of separation you have
forgotten, or an income that is not what a tax return says it is.
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A conflict check must be completed. We act for a great many people and
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That check happens before anything else and occasionally means we have to decline.
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Why you should not send us documents yet
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solicitor client relationship for the privilege to attach to.
It can also create a problem for you. If you send us detailed information about a dispute and we
are later approached by the other side, what you sent may affect whether we can act for either of
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Results, testimonials and reviews
What they do and do not tell you
Case results described anywhere on this site are real and are described accurately, and they are
specific to their own facts. A settlement at three times the original offer happened because of
that employer, that contract and that person’s history. It says nothing about what your
matter is worth.
Client reviews are the views of the people who wrote them. We do not offer anything in return for
a review, we do not write them, and we do not ask only the clients we expect to be positive.
Calculators on this site produce estimates from the figures you enter. They apply published
formulas and they cannot know about the facts that most often change the answer.
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To the fullest extent the law permits, Lexaltico LLP is not liable for any loss arising from your
use of, or reliance on, anything published on this website.
Governing law
These terms are governed by the law of Ontario and the federal law of Canada that applies in
Ontario. Lawyers and licensed professionals at the firm are regulated by the Law Society of
Ontario, and marketing on this site is intended to comply with the
Rules of Professional Conduct.
Every limit on what this website tells you, and every thing it does not do, in one
place rather than in small print at the bottom of each page.
Before you rely on anything here
Four limits, and they matter in this order.
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Everything published on this website is general information. It is not legal
advice, it does not take account of the facts of any particular situation, and reading it does not
create a solicitor client relationship. Do not act, or decide not to act, on anything here without
speaking to a lawyer licensed in your jurisdiction about your own circumstances.
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These pages describe the law of Ontario, and of Alberta only
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Currency of the law
Each page states the law as at the review date shown on it. Legislation is amended and case law
develops. A page accurate when written may no longer be.
Generality
These pages describe how a rule usually works. That is not the same as how it applies to your
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cannot tell you whether you are inside a rule or inside its exception.
If you contact us
If you are in danger
If you or a child are in immediate danger, call 911.
This website is not an emergency service. Enquiries sent through a form here are read during
business hours and a reply may take up to 2 business days.
Using this website, submitting a form, sending an email or speaking to us on the telephone does
not make us your lawyers. That relationship arises only when the firm has
confirmed in writing that it has agreed to act, a conflict search has been completed, and a
retainer has been signed.
Confidentiality of enquiries
Do not send confidential or sensitive information through this website or by email until we have
confirmed in writing that we can act for you. Information sent before that point is
not treated as confidential and may prevent us from acting for you, or for
someone else, in a connected matter.
Response times
We aim to reply within 2 business days. Contacting us does not guarantee a reply within any
particular period, does not oblige the firm to act, and does not stop, extend or satisfy
any limitation period, filing date or court deadline.
Our telephone line
Our line is answered 24 hours a day, every day of the year. Outside office hours calls are taken
by our intake service, who record your details and pass them to the firm. A lawyer responds during
the next business day, or sooner if the matter is urgent. Answering the telephone is not the same
as giving legal advice, and no relationship arises from that call.
Who we are and how we are regulated
Law Society of Ontario
Lexaltico LLP is regulated by the Law Society of Ontario under the
Law Society Act, R.S.O. 1990, c. L.8. All lawyers practising in
Ontario through the firm are members in good standing.
Law Society of Alberta
Alberta matters are handled by lawyers licensed with, and in good standing with, the
Law Society of Alberta. A lawyer licensed in Ontario is not thereby licensed in
Alberta, and the reverse is also true.
Immigration regulation
Immigration consulting is provided by Regulated Canadian Immigration Consultants
in good standing with the College of Immigration and Citizenship Consultants under the
College of Immigration and Citizenship Consultants Act, S.C. 2019, c. 29,
s. 292.
Lawyers, paralegals and consultants
Not everyone at the firm is a lawyer.
Licensed paralegals in Ontario may act only within the scope the Law Society
permits, which does not include most family, estate or criminal matters.
Immigration consultants are regulated by the College, not by a law society,
and are not lawyers.
Law clerks and managers support files but do not give legal advice.
Each page and biography states which applies. Ask at the outset who will handle your matter and
under which licence.
Languages
We serve clients in thirteen languages. Every page of this website is written and published in
English. Where anything is provided in another language, the English
version governs in the event of a difference. If you need an interpreter, tell us when
you book and we will arrange one.
Fees
The initial assessment
The no-obligation initial assessment is a brief introductory
conversation. It does not include a review of your documents and does not constitute
legal advice.
The firm charges a fee for substantive consultations, including in civil litigation,
criminal defence and immigration matters. The firm may waive that fee at its discretion.
Any fee is disclosed in advance and credited in full toward your account if you retain the
firm.
Referral fees
Where we refer a matter to another firm, including through LexKonnect, we comply with Rule 3.6-6.1 of the Law Society of Ontario’s Rules of Professional Conduct. Any referral fee is set out in the Law Society’s standard referral agreement, signed by you before the referral proceeds, and no fee is payable to us unless and until the receiving firm has been paid for its work. You are never obliged to accept a referral and are free to retain any firm you choose. No referral arrangement affects the independent professional judgment of any lawyer at this firm.
What is published on this site
Calculators and estimators
They produce estimates from what you type and cannot know the rest. They do not
account for the terms of your contract, statutory exceptions, or the discretion a court will
apply. Do not make a decision on a number produced by a calculator.
Past results
Any outcome described happened on its own facts, before its own decision maker,
under the law as it stood at the time. Past results do not predict or guarantee the result of any
other case.
Reviews and testimonials
Reviews shown here are written by third parties and published on platforms we do not control. Each
describes one person’s experience of one matter. They are not a promise, a
prediction or a guarantee about any other matter.
Links to other websites
This site links to regulators, courts, government sources, professional associations and social
platforms, all operated by others. We do not control them, we are not responsible for
their content or accuracy, and a link is not an endorsement.
Other notices
Limitation periods
Failure to start a proceeding within the applicable limitation period may permanently bar
your claim. In Ontario the general period is two years from discovery
under the Limitations Act, 2002, S.O. 2002, c. 24, Sched. B.
Shorter periods apply to many claims. Seek advice promptly. Nothing on this website extends a
limitation period.
Accessibility
We aim to meet the Accessibility for Ontarians with Disabilities Act
and WCAG 2.1 Level AA. If any part of this site prevents you from reaching us, telephone
+1 416 333 6200 or write to
hello@lexaltico.com and we will provide the information
in another format, at no charge.
