What followed is the part that should interest anyone advising shareholders or sitting on a board. At directors’ meetings in April 2025 held without notice to the chairman, who was still a director, the board terminated him as executive chairman, moved to repurchase AtlasHub’s shares under a reverse vesting agreement, and issued the chief executive about 106 million common shares at $0.00000001 each – total proceeds of $1.06. The chief executive conceded that price was not the shares’ fair market value. The issuance flipped majority control to him.
AtlasHub asked the court to declare the resolutions invalid and of no force and effect, arguing the meetings were improperly called because one director got no notice. In the alternative, it claimed the conduct was oppressive under section 227 of the Business Corporations Act. The chief executive filed his own petition seeking compensation for unjust enrichment.
Justice Wilson found the resolutions invalid at common law, because notice to every director is required both under Acel’s articles and at common law. The court declined to validate them under the statute’s curative provision, finding the failure to notify was deliberate rather than an innocent slip – an attempt to push changes through before the chairman could use AtlasHub’s voting power to remove the directors.
The court ordered the roughly 106 million shares cancelled and the repurchased shares returned to AtlasHub, set aside the later shareholder vote that removed the chairman as a director, and barred Acel from issuing any further shares without AtlasHub’s consent until it holds an annual general meeting. The chief executive’s unjust-enrichment petition was dismissed, and AtlasHub was awarded costs.
The takeaway for advisors and the firms that back private companies: governance shortcuts do not survive a careful reading of a company’s constating documents. A board cannot quietly rewrite the share register to strip a majority owner, and courts will not bless a deliberate breach after the fact, even when the directors argue they were acting in the business’s best interests.
