Click here to bookmark Clausehound and search for clause/contract language

Choose from our expert-compiled document frameworks and customize from a vast library of clauses.

Confirm with the company constitutional documents when removing a director

Discussion: Sikh Cultural Society of Metropolitan Windsor et al v Kooner et al (2011, Ont SC) is relevant for highlighting the significance of an organization’s bylaws as well as the process for organizing board meetings.
 
Courts will generally refrain from getting involved in the internal disputes of organizations that are governed by internal rules and procedures unless the organization has acted outside its authority or in a way that is not in keeping with the fundamental principles of fairness. In this case, the court intervened on the basis of fairness to reinstate executive committee members of a not-for-profit organization, because they had been removed outside of the process as prescribed by the not-for-profit’s by-laws.
 
The organization was required under by law to conduct an annual general meeting to address certain matters regarding membership, but failed to do so, and as a result, the committee members were unable to appeal against their planned removal from the committee.

Article XIII of the organization’s Constitution indicates, the Executive Committee may remove from the membership an individual whose activities or actions may be considered detrimental to the interests of well-being of the Society, the Sikh community in Windsor or the Sikh community in Canada. The removed individual shall have the right of appeal against such removal before the general body of the Society in its next regularly scheduled meeting provided a notice of intention to appeal in writing is filed with the Secretary of the Executive Committee within thirty (30) days of the receipt of notice of removal. After such a hearing, the membership may recommend that the Executive Committee reinstate the applicant in membership and the Executive Committee may do so.Background:

Background:

  • The Sikh Cultural Society of Metropolitan Windsor (the society) is a not-for-profit company incorporated in 1972 pursuant to the predecessor legislation of the Corporations Act, 1990.

    Â When it was created, the Society created a Constitution that was in full force and effect when the events giving rise to the lawsuit occurred.

  • The applicants were the society, and the members of the new executive committee (NEC) who were acclaimed in the constitutionally required election held in December 2009. The membership list in effect at that time (the 155 person list) was valid.
  • The respondents were some members of the former executive committee (FEC) and others whose membership was terminated or suspended by the NEC.
  • The NEC both added and expelled some members, leading to a total of 301 members.
  • The FEC started looking into ways to expel the NEC and elect a different executive committee. A lawyer consulted by the FEC asked the NEC to produce an up-to-date membership list. The NEC produced a list (the 301 person List). The FEC used another list (the 248 person List) for the purpose of a successful non-confidence motion.
  • The new executive committee that was voted into power following the non-confidence vote purported to take physical control of the Society.
  • On a motion by the applicants, the non-confidence motion was held to be void and of no effect, and an interim injunction was granted restraining the respondents from going within 1,000 metres of the Society building and ordering them to give the applicants unfettered access to the premises and records. The applicants brought an application for a declaration as to who were the bona fide members of the Society entitled to vote in the 2011 elections and for an order continuing the interim injunction.

Issues:

  • Issue regarding the valid membership list membership and the right to vote at the non-confidence motion is the central issue to be determined by this court
  • Does the court have jurisdiction to determine who were bona fide members of the Society?

Rule: The Corporations Act:

  • S. 124(1) of the Corporations Act provides that admission to membership may be by resolution of the board of directors unless there are provisions in the Constitution or other governing documents of the corporation that require another step.
  • S. 129 of the Corporations Act sets out the nature of the by-laws that can be enacted by the board of directors of a corporation affecting membership and other matters dealing with the conduct of the business of the organization.
  • S. 298(1) of the Corporations Act provides that any by-law or resolution signed by all the directors of a corporation is as valid and effective as if passed at a meeting of the directors duly called, constituted and held for that purpose.
  • S. 309(1) If the name of a person is, without sufficient cause, entered in or omitted from the minutes of proceedings mentioned in section 299 or from the documents or registers mentioned in sections 41 and 300, or if default is made or unnecessary delay takes place in entering therein the fact of any person having ceased to be a shareholder or member of the corporation, the person or shareholder or member aggrieved, or any shareholder or member of the corporation, or the corporation itself, may apply to the court for an order that the minutes, documents or registers be rectified, and the court may dismiss such application or make an order for the rectification of the minutes, documents or registers, and may direct the corporation to compensate the party aggrieved for any damage the party has sustained
  • Therefore, notwithstanding the ability of the board of directors to make admission to membership/by-law decisions, the court has the jurisdiction to determine who are bona fide members of an organization.

    The real issue is whether or not the court should exercise this jurisdiction.

  • The courts are reluctant to become involved in the internal disputes of organizations that are governed by internal rules and procedures unless the organization has acted outside its authority or in a way that is not in keeping with the fundamental principles of fairness (Deol v Grewal; Sukul v Canada Hindu Satsangh Organization)

Analysis:

  • The 301 person list was compiled in accordance with Article XI of the Constitution of the Society (which indicated that members were those who submitted applications and paid a membership fee), and ss. 129 and 298 of the Corporations Act. The NEC met on numerous occasions for the purpose of reviewing and approving memberships and confirming the decision on membership. There was no evidence provided to establish that the NEC did not act in accordance with the Constitution or the Corporations Act in reviewing and approving the members on the 301 person list. There is no application pursuant to s. 309 of the Corporations Act to allege any error in the membership list.
  • But in making the 301 list, a number of members were expelled by the NEC. Article XIII of the Constitution indicates, the Executive Committee may remove from the membership an individual whose activities or actions may be considered detrimental to the interests of well-being of the Society, the Sikh community in Windsor or the Sikh community in Canada. The removed individual shall have the right of appeal against such removal before the general body of the Society in its next regularly scheduled meeting provided a notice of intention to appeal in writing is filed with the Secretary of the Executive Committee within thirty (30) days of the receipt of notice of removal. After such a hearing, the membership may recommend that the Executive Committee reinstate the applicant in membership and the Executive Committee may do so. By giving notice of the alleged misconduct and setting a hearing date, and subsequently sending notices of termination, the NEC followed the procedure set out in Article XIII of the Constitution The opportunity, however, for the termination to be reviewed and reversed by the membership at an annual general meeting has not been provided even though the terminated members gave written notice of their intention to appeal. The principles of fairness require that these persons be reinstated to membership.

Conclusion:

  • Court able to determine membership of society. Expelled members were reinstated on grounds of fairness.
  • Injunction continued to date after election of members of exec committee at next general meeting.

 

–  –  –

This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

What you don't know can hurt you! Subscribe to stay informed.

Sign up now and receive an email when we publish new content.

We will never give away, trade or sell your email address. You can unsubscribe at any time.

Read more...

Corporate Transactions Part II: CEO’s and Founders as Board Members

 

Links from this article:
here
click here!

A shareholder who is a founder and/or CEO may wish to entrench their decision-making powers as a company takes on more capital and dilutes the ownership. Whether such an entrenchment should be allowed will depend on the perspective.  The desire for a locked-in vote is natural from the perspective of the founder/CEO who puts in blood, sweat and tears to try to make their company survive, often at personal sacrifice.  

In Part I, we discussed the obligations around confirming your company’s board of directors. In Part II, we discuss how a company’s CEO and/or founders can maintain a seat on the board of directors. We will first consider the mechanism by which such “entrenchment” occurs.  Then let’s dig into this a little more deeply to understand the various perspectives for a locked in board nomination.

Directors and Replacement of Directors

In the absence of specific shareholders’ agreement rules on who is permitted to make decisions, a company’s decisions are made by the board of directors on a simple majority rule (in most cases), and the voting requirements are set out in the corporate statute.  This is often modified by the company who will create special rules for special shareholders.  Such rules can become quite convoluted in a shareholders’ agreement, with certain decisions that may be voted on by some shareholders, and certain decisions requiring the vote of a minimum number of directors.  Deciding on what the rules should be can be case-specific but as a general rule, the simpler the better, with a view to addressing the needs of the various perspectives set out below.  Setting the rules is a good idea in advance, as these rules are closely scrutinized in the event of inter-shareholder disputes.

A helpful resource to consider the various permutations of management voting rights is the Clausehound Small Business Law Library for shareholder management rights and the appointment of board members found here.  By reading through the variety of clauses offered, you will get a sense for the levers and considerations that stakeholders will have when negotiating this provision.

For example, you can include language that states:

The Board of Directors will be comprised of a maximum of five (5) directors including the CEO, two Founder representatives, and two independent directors to be nominated at all times by a majority of the Shareholders. The Board of Directors shall initially consist of the following persons: [Insert name 1]; and [Insert name 2], or their replacement nominees as appointed from time to time.  If a Director resigns or is removed by a majority of the shareholders, such vacancy may be filled by the election of a new Director nominated by the remaining Directors and elected by majority of the shareholders, pursuant to the nomination rules of this provision, within fourteen (14) days of such vacancy.

Perspective of the CEO:   Considering the suggested clause above, above, the current CEO will have a voice in company decisions, but no right of nomination.

 

Perspective of Founders:  From the perspective of the Founders, the suggested clause above entrenches the CEO and two board members nominated by the founder into decision-making seats, which ensures that, so long as the founders and CEO are aligned, a ⅗ majority vote on all decisions.   A rogue CEO could cause issues for the founders by voting with the independent board members.

Perspective of Investors:  In the suggested clause above the remaining board seats are held by independent board members, which could be defined as a non-shareholder who is possibly an industry expert or a professional board member, and is someone who understands that the role of the board is to protect the shareholders.  The right to appoint independent board members is the approach that might be taken by a passive investor who is investing in many companies.  This approach gives the company room to move, or possibly swing vote with the CEO.  A more active investor would likely require one or more board seats to be held by that investor rather than by an independent party.

Three or five board seats, or more

Limiting the number of board seats to three creates risk for the legacy shareholders because new investors will want to hold one or more seats.  To make sure that the voices at a board meeting have a fair chance of being heard, the founders, CEO and/or early investors will want to increase the size of the board, and may also propose adding “board observer” (non-voting) seats to give even more voices an opportunity to be heard.

While one-size does not fit all, either in board size or voting rules, stakeholders will need to consider what rules, arrangements make the most sense for the dynamics of their owners, investors and management.

To read Part I of our series, click here!

 

–  –  –

This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

What you don't know can hurt you! Subscribe to stay informed.

Sign up now and receive an email when we publish new content.

We will never give away, trade or sell your email address. You can unsubscribe at any time.

Read more...

Corporate Transactions Part I: Confirming the Current Composition of Board Members

 

Links from this article:
here

As our entrepreneur clients grow and enter into commercial transactions and take on financing, frequent questions often asked include how to manage the composition of the potentially growing board. This includes:

  • determining/confirming who is a board member;
  • locking in one or more board nominations (seats) for the founder(s) or officer(s); and
  • locking in one or more board nominations for the officer(s) or investor(s) who are non-founder(s).  

This article will deal with the first point.

How does one go about determining/confirming who is a board member?

One would think that this is an easy answer – but in a transactional setting, lawyers are often digging back through the corporate documents to determine who has been appointed to the board of a corporation.  The reason for this is that board members may be coming and going and the minute book and/or the government register may or may not be properly updated.  For a large company this is less of an issue because a law firm and/or accounting firm will take on this responsibility to keep the documents properly organized.  However, for a small company with a limited legal budget this information tracking can easily fall into disarray.

A director resignation does not have a strict legal form, and can be effected by email or otherwise. You can find a sample director resignation by linking here.  

The acceptance of the resignation is also not strictly required, as a director cannot be locked into holding their role.  However, it is important to note that the corporation cannot operate without the required minimum number of directors.  This is an especially tricky situation in the event that the company is operating poorly, as directors may decide to “jump ship” to avoid potential liability such as the liability for unpaid wages owed to employees, for example. Please also note that if the resigning director is holding an officer role within the company, that such officer role is not automatically resigned.

 

Once the resignations are received, the Founder/Administrator/CFO/Corporate Secretary/Lawyer – whoever is in charge of updating the minute book – should be notified.  The registers should reflect that the director (and possibly an officer – if the director also resigned an officer position) has resigned.  

It is important to keep these registers updated. When corporate decisions need to be made, unless the proper signatories have approved documents in accordance with the signing rules set out in the company’s articles, by-laws or shareholders’ agreement, or as required by law (yes – all four of those company governance rules will need to be checked to see who is required to sign a particular instrument), a corporate, commercial, financing, acquisition or really any transaction or decision made by the company might not be properly authorized. And in many of these agreements there is a clause that requires that the company is properly authorized.

The work of the Administrator/Corporate Secretary/Lawyer is still not completed at this point.  The lawyer will need to file an update to the government register to indicate that a director has resigned and that a new director has replaced that director.  This formality is required by law within a certain number of days after a board vacancy.  The government register is a useful reference point for a contracting counter-party to determine whether an agreement they are entering into with a company has been properly approved.

Stay tuned for Part II of our Corporate Transactions Series!

 

–  –  –

This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

What you don't know can hurt you! Subscribe to stay informed.

Sign up now and receive an email when we publish new content.

We will never give away, trade or sell your email address. You can unsubscribe at any time.

Read more...

Role of the Board of Directors: To Protect the Investors

Many early stage companies are directed by a unanimous shareholder agreement, under which the shareholders take control away from the board and make all decisions by requiring a unanimous vote of the shareholders.  This is sensible when there are a small number of shareholders who have self-financed a business.

Reasonably, as a company starts to grow and take on silent or passive investors who are far removed from the business, decision making will start to occur not by shareholder decision but instead, more formally, at a meeting of the board of directors.

The value of a board is its review of company performance against business plan, standards of governance, and forum for debate.   The board is elected by the shareholders at the annual meeting, or at other times when vacancies occur.  Often a shareholders’ agreement will set rules as to which of the shareholders or groups of shareholders have the right to nominate board members.  For example, a company’s founders may require that one or more board seats are filled by company founders or their nominees (by reserving the right to nominate a replacement director should there ever be a vacancy in those seats).  Major investors will often reserve one or more seats, and “minority” investors may also require a seat.

A company will sometimes also leave room for “independent directors” who are not shareholders or stakeholders.  Recently and famously, eBay has appointed an independent director to its board in response to a claim from investors that the company is poorly governed.  Claims from eBay’s billionaire and activist investor Carl Icahn were leading to a potential proxy battle to spin PayPal out of eBay, for reasons of lack of confidence in the governance of eBay.

 This matter was resolved last week when eBay announced the appointment of David Dorman, formerly of (among other appointments) Motorola Solutions, an “independent member” of the board, with the anticipation that shareholder concerns will be brought forward by such independent member of the board.  As business decisions can be complicated and multi-faceted, debate and discussion is a cornerstone feature of a board of directors, along with diversity of experience and context, amongst the members of a board.

It is clear that, whether a company is growing with a handful of investors, or a public company with thousands of investors, once a company’s investors increase in numbers and are far-removed from the day-to-day operations of the business, they will rely on the voice of the board at regularly scheduled meetings to protect their investment.

 

–  –  –

This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

What you don't know can hurt you! Subscribe to stay informed.

Sign up now and receive an email when we publish new content.

We will never give away, trade or sell your email address. You can unsubscribe at any time.

Read more...

Choosing a Board of Directors or Board of Advisors For Your Business

Selecting a board of directors or a board of advisors is an important decision and should be given careful consideration. An early decision that company stakeholders will often make, to achieve their collective goals, is to recruit directors or advisors with a strong and complementary skill set (to fill operational or experiential gaps within the company). Canadian business laws pertaining to director liability makes this offer to join a board of directors less enticing than you might think as this article will point out, so instead, many potential directors will instead agree to join a board of advisors instead.  A board of advisors is fairly straightforward to set up and consists of a group of key people who will advise and counsel the company’s executives on business decisions.

Advisors and directors are treated differently for liability purposes

Generally, under corporate law, directors have legal liability and a fiduciary duty to the corporation and advisors do not.

For example, directors may be responsible for employee lost wages in the event of bankruptcy, and other potential liabilities exist, such as, environmental liabilities (mostly, from toxic spills).

 Directors must protect the corporation by law

Under Canadian business law, the board of directors is required to supervise and manage the affairs of the corporation. The directors must conduct their supervisory and managerial roles in good faith. Directors have a duty of care, duty of loyalty, duty of obedience and fiduciary duties. Breach of any of these duties may result in a finding of liability for an act or omission.

Compensation may vary for directors/advisors  

Whether a company has a board of directors or a board of advisors, compensation is flexible. A company may choose to compensate either a director or an advisor in cash, with options, a combination of cash and options, cash only, or the company may even choose not to compensate such directors. This is not a critical factor for choosing a board of advisors over a board of directors or vice versa.

Directors make decisions for the business

Unless restricted by a unanimous shareholders’ agreement, the directors have powers given to them under the Company’s articles of incorporation, applicable corporate statute (such as the Ontario Business Corporation Act or the Canada Business Corporation Act), and the company’s by-laws, as applicable.

  For example, Directors may have the power to approve share issuances, indebtedness, create a security interest in any of the property of the corporation among other decisions. Because directors have significant decision-making powers, appointing directors of a corporation should not be considered lightly.

As noted above, a company may restrict a director’s decision-making power via a unanimous shareholders’ agreement, and under this arrangement, the shareholders play a more active role in managing the company’s affairs. This is a common arrangement in a small private company (for example, in a start-up company).  Because of the greater accountability given to shareholders in these circumstances, there is some distance created between the board of directors and the company, and risk of liability begins to shift away from directors and towards shareholders.

Director and Officer Liability Insurance

Directors (and officers, especially in a company in which shareholders are taking an active management role) may be exposed to risks as noted above, and because of this, many directors will purchase directors and officers insurance to protect from liability that may arise should some legal action be brought against them in their capacity to act as directors of the company.

In conclusion, there are many factors which must be carefully weighed when structuring and selecting directors or advisers to guide the growth of a company.

 

–  –  –

This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

What you don't know can hurt you! Subscribe to stay informed.

Sign up now and receive an email when we publish new content.

We will never give away, trade or sell your email address. You can unsubscribe at any time.

 

Read more...

Board of Director Formalities

An early stage company, once incorporated, is required to have a board of directors.  The role of the board is to protect the shareholders of the corporation.  In the case of a newly formed company, the investors are often the same people as the founders and are also the members of the board.  However, once a company starts to grow and take on outside investors, the composition of the board will start to change, as the investors will ask for a seat on the board and will require that certain decisions not be made without approval of the board (board management rights/veto at rights will be the topic of a future article).

The rules and formalities of organizing a board of directors are set out: (1) in the by-laws of the company; (2) in the company shareholders’ agreement, and, (3) in the corporate statute (the Ontario Business Corporations Act or Canada Business Corporations Act for Ontario and Federally incorporated companies, respectively).  Each of these sets of rules should be complementary, however, it is useful if one of the sets of rules specifies which rules to adhere to in the event of a conflict.

Board formalities include the following matters:

Part One:  Electing Directors

1.  Nomination: Often if a company is growing and investors decide to invest in a company, both investors and company founders will want the right to nominate certain board members.

 For example, an investor might require they have the right to nominate a single board member, the founders have the right to nominate a single board member, and both have the right to jointly nominate an independent board member who may or may not hold shares in the company.  This is useful for making sure that decisions are well thought out and the interests of the founders, investors and the company (through the independent board member) are all attended to.

The right of nomination often requires a minimum threshold of share ownership, so for example, if the ownership of the founders falls below a certain threshold, or the ownership of the major investor falls below a certain threshold then their rules of nomination may fall away.

2.  Election of directors:  Shareholders have the ultimate right to elect or remove members of the board, who are then entrusted to run the company.  Although the investors may have nomination rights, the nomination is a two-step process, i.e. first, board members are nominated and second, they are elected.  The shareholders will have the final say regarding election of such board members.  Rights of nomination should therefore correspond with a requirement that the shareholders elect board members in accordance with the nomination requirements.

3.  Timing of election (and time limits): The rules for election of board members may also set out a time limit for board member tenure (for example, a board member has a one year tenure and needs to be re-elected at the end of that year).  This may be a useful feature to avoid the awkwardness of calling a meeting to remove a director, instead, an annual election would force consideration of board contribution and fitness to serve on the board on a periodic basis.

Part Two:  Organizing meetings

Once board members are appointed, it is important to understand the rules for organizing meetings and recording decisions.  This article provide a very high level explanation of these points.

1.  Proper Notice of meetings: The corporate by-laws will generally set out the number of days (both minimum and maximum) before a meeting.

 For example, by-laws may specify a meeting cannot be called without the provision of 14 days notice.  This ensures a board member will not be surprised by a board meeting.  This advance notice is important because if things get tense at a company, a board meeting may need to be called to terminate an employee, or terminate or remove a director.  It is also a requirement that an agenda be provided in advance to prevent “blindsides.”   A board member will want to know and receive plenty of notice of meetings so there is no surprise meeting which they are unable to attend.

2.  Quorum (minimum number of directors required to attend): rules regarding quorum can be very simple (e.g. attendance of a majority of the directors – so if there are five directors, three are required to attend), or, they can be much more detailed.  For example a major investor may require that quorum be never achieved unless the investor him/herself is in attendance at the meetings (e.g. so if 3 are required to attend, at least 1 must be a nominee of the major investor).  If quorum is not achieved, by-laws or rules for calling a meetings may allow that a second meeting be called in a certain number of days and that the quorum threshold is reduced.

3.  Recording approval of board decisions.  

(a) By recording minutes:  “Minutes” (usually written notes) of a board meeting record who is in attendance, the agenda of matters before the board, the decisions proposed to the board, and the vote of the board with respect to those decisions.  Minutes of a meeting are circulated post-meeting and are usually approved at the following meeting as the first item on the agenda.

(b) By written resolution: Often board members are not able to meet in person, however decisions will still need to be made.  Director by-laws will often specify that approval may be made by written resolution (so a document signed by the board members).  This document often needs to be signed by all board members, rather than just a simple majority. The rationale is that if there is no opportunity for discussion and debate, then all directors should unanimously agree in writing.  In some cases, to ensure that decisions are expedited, the by-laws will require that only approval from nominees of certain investors be required for a board decision to be approved in writing.

 

–  –  –

This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

What you don't know can hurt you! Subscribe to stay informed.

Sign up now and receive an email when we publish new content.

We will never give away, trade or sell your email address. You can unsubscribe at any time.

Read more...

Additional Rent Announcements API Approval of Terms Asset Purchase Agreement Background Intellectual Property Board of Directors Business Case Law CASL Clausehound Collaboration Commercial Lease Confidential Information Confidentiality Consulting Agreement Contract Drafting Contract Negotiations Corporation Costs and Expenses CPD Definition of Intellectual Property Dispute Resolution Distribution Agreement Employee Employment Employment Agreement ESOP Events Farming Law Generally Used Clauses Grant of Licence Handling of Confidential Information Indemnity Independent Contractor Independent Legal Advice Informal Discussions Intellectual Property Investor Journey Licence Restrictions Limitation of Liability Long Form Marriage Contract Master Services Agreement NDA Non-competition Not for Profit Articles of Incorporation Notice of Arbitration No Waiver Obligations Ownership of Intellectual Property Ownership of Work Product Parties Partnership Prenuptial Agreements Privacy Policy Product Sales Agreement Purpose Representations and Warranties Restrictive Covenants Safeguarding Requirements Settlement Agreement Shareholder Agreement Software Development Start-up Subscription Agreement Technology Termination Term Sheet Terms of Use Trademark Registration Transfer of Intellectual Property Waivers and Releases Website Terms of Use
Show All Tags