By Robert W. Staley and Douglas A. Fenton ( October 23, 2024, 2:37 PM EDT) -- In OneMove Capital Corporation v. Dye & Durham Limited, 2024 ONSC 5114, the court concluded that shareholders may not submit a proposal under s. 99 of the Ontario Business Corporations Act (OBCA) for the purpose of removing a director from office. Section 99 permits a voting shareholder to advance a “proposal” for consideration by shareholders, and such a proposal may include advancing a candidate for election to the board. The court held that a shareholder seeking the removal (as opposed to election) of a director must instead requisition a special meeting of shareholders under s. 105 of the OBCA....