By Julius Melnitzer | March 3, 2026
The British Columbia Supreme Court has ruled employers don’t necessarily have an unfettered right to dictate the terms of a repurchase of shares held by former employees under a stock option plan.
“The message is that even when discretion is granted under the terms of a plan, that discretion is not necessarily unlimited, and it’s important to follow a proper process,” says Craig Ferris, a litigation and dispute resolution partner at Lawson Lundell LLP, who represented the former employees. “The decision also stands for the proposition that even executives who have full powers of attorney can’t sign anything they want.”
Kimberly Kaplan and Kaylee Astle, previously employed by Spocket Inc., both exercised their share options on leaving the company. Both had previously agreed to the company’s right of first refusal, a document that regulated share transfers but didn’t give the company a unilateral right to compel repurchase.
Both also signed a power of attorney appointing Saba Mohebpour, Spocket’s chief executive officer, as their attorney, granting him full rights of substitution to sign corporate documents, including shareholder consents and amendments to shareholder agreements.
Several years later, and without notice to Kaplan and Astle, Spocket’s board passed a resolution amending the right of first refusal, a step that required Mohebpour to exercise his powers of attorney on the former employees’ behalf. The amendments allowed Spocket to purchase employees’ stock option shares if a ‘triggering event’ occurred, including termination of employment. READ MORE
Julius Melnitzer is a Toronto-based writer who focuses on law, legal affairs, and the business of law. Follow him on LegalWriter.net or email him at julius@legalwriter.net.