November 16, 2021 The Clausehound team has supported many companies through the fundraising process with deeply annotated investor documents and FAQs. Although we’re primarily focused on the deal documents themselves, we’ve learned some key insights and tactics on the art of fundraising along the way which we have compiled below.
May 21, 2021A Mutual Release is an agreement between two parties that each one will give up some or all legal claims they have or may have in the future against one another. A mutual release agreement is...
April 30, 2021Issuing shares to advisors and other senior executives can be a difficult decision to make. While it may seem like a complicated matter, it can be broken down rather easily when you incorporate the game of chess into this concept.
February 18, 2021Constructive dismissal is a legal concept which refers to a situation where an employer unilaterally changes the terms of an employment contract. This aricle looks into what constitutes as constructive dismissal as well as ways to identify constructive dismissal in the workplace. Finally, this article seeks to identfiy ways to avoid the occurance of constructive dismissal.
February 18, 2021If you are considering placing non-compete or non-solicit clauses in your shareholder’s agreements to protect your business’ goodwill, Martin v. ConCreate demonstrates that these clauses must be carefully drafted to ensure they are reasonable and thus enforceable.
September 22, 2020Finding that there’s a critical detail missed is the kind of error that shocks business parties and fills lawyers with dread - because if the parties can't come to a compromise, the end up in court.In this case, here's how they solved this problem.
August 31, 2020Every day we’re hearing more and more about how artificial intelligence (AI) solutions are going to rock the business world by “automating this”, “speeding up that”, “cutting corners” “cutting costs”, etc. While we have absolutely no doubt that these new solutions have the potential to disrupt commercial industries, the legal industry is one that we’re naturally curious (and maybe a bit skeptical) about as from our location in the depths of a legal technology AI/ML 'engine room'.
August 14, 2020For the sole director of a corporation, when making decisions, one potential concern is the requirement (that flows from their fiduciary duty pursuant to s.134 of the Ontario Business Corporations Act (R.S.O. 1990, c. B. 16) “OBCA”) to avoid a conflict of interest with the corporation.
June 21, 2020CRMs are sticky for a reason, and we’ve recently gone through the process of migrating from one popular CRM to another, and have decided to break down our CRM needs to the most basic visualization first - through spreadsheets.
May 29, 2020This edition of our DealPrep Spotlight focuses on our Founders’ Agreement workshop, where participants assume the positions of two founders of a health tech startup, and negotiate a variety of business law concepts such as, intellectual property rights, time commitment, starting capital, management duties and ownership percentages.
May 27, 2020In our series on negotiation automation, we are covering everything from document automation tools, compliance tools, smart contracts and, of course, our favorite topic - clause language, knowledge and expertise capture.
May 26, 2020Whether it’s an image recognition app, a fraud detection app or many of the possible use cases for AI or ML, when picturing the “robots” that will be replacing jobs and changing industries, it’s the leanest and fittest that will survive.
May 26, 2020The article, titled 'The Key to a Successful Digital Sales Transformation', written by Haley Smith, overviews some of the ways sales teams are becoming more automated in terms of follow-ups and lead fostering, among others, as well as some of the barriers companies face when bringing new tech into their sales teams.
December 11, 2019Whale accounts can involve parties such as major financial institutions, major technology companies like Google or Microsoft, or even major government bodies. When dealing with Whale accounts, there are plenty of common issues found but the one that always proves most difficult, in our experience, is time.
September 19, 2019Now more than ever, companies are seeking to differentiate themselves on the basis of cutting-edge technology or radically different approaches to age-old problems and new problems alike.
July 30, 2019When drafting articles of incorporation, there may be some restrictions you may want to place on shares or even the business. This article seeks to outline some of the most common types of restrictions, and why it could be favourable to enact some of them.
July 25, 2019For the first time in the Toronto Raptor’s 24-year journey, the team made history by advancing to the NBA finals. In 1995, the vision of the founding members, John Bitove and Allan Slaight, was to establish a new mark for the city of Toronto by creating an organization with the ultimate goal of winning an NBA championship. In this instant case, their shareholder agreement included a shotgun clause.
June 26, 2019When drafting articles of incorporation, one is required to outline the share structure of the corporation. This article seeks to outline some basic requirements, and subsequently the importance of choosing a share structure that is most beneficial for the corporation.
June 20, 2019Most jurisdictions’ employment legislation will suggest that, as a default, if someone is doing work for your company (and unless they’re in business for themselves), then they are an employee and must be paid as such for the work performed.
May 01, 2019When authoring a book or publishing an article, you, as the author, may wish to include images of a brand name product on the cover, or may wish to reference a brand within the text. You might wond...
January 04, 2019Simply put, a Section 83(b) election is a tax code election made by someone who is receiving shares over time.
Consider the following: if a founder just started a company, they might go on a three...
December 28, 2018The Right of First Refusal (ROFR) is a staple clause in most corporations’ shareholder agreements and by-laws. Simply put, it requires any shareholder who is offering (or receives an offer) to sell...
December 21, 2018Delaware is a popular jurisdiction for incorporation for many companies seeking to operate in the United States on account of it having a comprehensive and supportive set of favourable laws for corp...
December 07, 2018In Delaware, and in most other US jurisdictions, a written resolution of shareholders (in lieu of a shareholders’ meeting) can only pass if at least a majority of shareholders entitled to vote appro...
November 27, 2018Delaware, a popular jurisdiction for incorporation in the United States, requires a majority of shareholders to pass a written resolution in lieu of a meeting in most shareholder-level decisions, and unanimous approval from a board of directors on board-level decisions.
October 19, 2018There can be a tendency for entrepreneurs making their initial foray into the not-for-profit (NFP) space to draw parallels and comparisons with their experiences and knowledge from the for-profit sp...
September 07, 2018Legal drafting is hard! Our organizational members can access our knowledge helpdesk. This Is No Substitute for Expert Legal Advice: Our knowledge-helpdesk is intended to assist you to find knowled...
July 19, 2018Following the ethos of all our Clausehound products, our Paperchaser product is a 'blueprint' to a company's legal foundation. Regardless of whether you are starting a bakery, restaurant, software bu...
July 12, 2018So, you have a million - nay - a billion-dollar idea you’re trying to get to market, but you don’t know where to begin. For starters, building a strong foundation might begin by defining the business idea and setting out a plan for the future in writing through a Founders’ Agreement.
July 10, 2018The 'Hound is sniffing out cool innovations for you.
Multiplicity's What's Cool Weekly
Removing Old Underwater Oil Rigs Worse Than Leaving Them?
Credit Score For Developers - Code Score...
July 09, 2018The Simple Agreement for Future Equity (SAFE) has been gaining popularity as a result of its use by seed accelerators such as Y Combinator in the US, and NACO in Canada. It has allowed startups to gr...
June 18, 2018One of the most common strategies employed by start-up companies to leverage their limited cash resources and still have the financial resources to compete in the marketplace is to offer key employ...
June 11, 2018This article posted to our partner site Mondaq.com reminds readers that third parties (in this case, affiliates or representatives of the receiving party) are not bound by the contract signed by the by the disclosing and receiving parties.
June 11, 2018This article discusses how to effectively use a confidentiality agreement when selling your company in order to protect sensitive information about your company from leaking to competitors.
June 11, 2018This article discusses the American civil case of Martin v Vulcan and how standstill provisions should be incorporated into confidentiality agreements to prevent one company pursuing a hostile takeover.
June 11, 2018This article provides insight on the SEC (Securities and Exchange Commission) and the fact that employers are not allowed to notify employees or prepare them in any way for inspections and checks as this would impede the Commissions investigations.
June 11, 2018This article posted to our partner site Mondaq.com discusses the aftermath of a breach of confidentiality in an NDA and how to allocate liability for both the immediate counterparty and their representatives.
June 11, 2018This article posted to our partner site Mondaq.com deals with a tragic instance where a confidentiality agreement by a pharmaceutical company was unenforceable on the grounds of being too broad.
June 11, 2018This article posted to our partner site Mondaq.com discusses a case wherein a product designer's confidentiality agreement with a manufacturer was deemed to be unenforceable when they sued the manufacturer for releasing an almost identical product.
June 11, 2018This article posted to our partner site Mondaq.com deals with an ex-employee breaching confidentiality by informing his daughter of the outcome of a settlement agreement (prohibited by the NDA).
June 11, 2018This article posted to our partner site Mondaq.com highlights that language matters - variance in the way provisions are termed can significantly impact your ability to execute the agreement.
June 11, 2018This article posted to our partner site Mondaq.com explains that weak confidentiality agreements may cause risk to companies that could be avoided, but it must be drafted properly to be enforceable by court.
June 11, 2018This article posted to our partner site Mondaq.com explains that confidentiality agreements are important in the context of business disputes to protect the privacy of the parties involved.
June 11, 2018This article posted to our partner site Mondaq.com explains that sometimes the contract alone is not always sufficient; the information must be truly confidential and the parties must demonstrate efforts.
June 11, 2018This article posted to our partner site Mondaq.com highlights the importance of a strong confidentiality agreement to manage reporting obligations that a consultant entrusted with confidential information may have to third parties.
June 11, 2018This article posted to our partner site Mondaq.com deals with the basic functions of confidentiality agreements (and letters of intent) as they are used in the course of acquiring a business.
May 15, 2018For businesses to operate efficiently, money needs to be able to change hands easily, like cash. However, businesses also need to be sure that they will have a legal claim to be repaid the money if things don’t go smoothly, something that contracts typically provide.
May 15, 2018Sam owns a hardware store, and needs to buy 100 barbeque grills from Janet for a total of $40,000. He can’t afford the payment upfront although he can pay in eight instalments of $5,000 per month plus 10% annual interest. Janet needs to make the sale, but really needs the cash within the month to pay off one of her suppliers, Lee. At the outset, it seems like Sam and Janet’s interests are at odds and they might have a hard time forming a contract... were it not for the existence of the promissory note.
May 15, 2018This article posted on our partner site Mondaq.com discusses the Wisconsin case RMS Residential Properties, LLC v Anna M. Miller in which the court decided that possession of a promissory note raises a rebuttable presumption that the holder of the note is the owner of the debt.
May 15, 2018This article posted on our partner site Mondaq.com deals with foreclosure actions in Maine and the apparent limitation of the ability of MERS (Mortgage Electronic Research System) to assign more than the right to record the mortgage as nominee.
May 15, 2018This article posted on our partner site Mondaq.com discusses an Ontario court decision that promissory notes are securities under the Ontario Securities Act, unless they are more akin to the types of notes considered to not be securities, using the 'family resemblance test'.
May 15, 2018This article posted on our partner site Mondaq.com discusses an Illinois court decision which determined that providing the interest rate and maturity date of a mortgage by reference to a promissory note was valid.
May 15, 2018This article posted on our partner site Mondaq.com discusses a court decision from the 9th circuit (U.S.) dealing with the question of whether the stated higher rate of post-default interest would be enforceable.
May 15, 2018This article posted on our partner site Mondaq.com deals with the use of e-signatures used in documents. Specific documents still require written signatures such as promissory notes, which are governed by the Bills of Exchange Act (BEA).
May 15, 2018This article posted on our partner site Mondaq.com deals with the classification of promissory notes as securities in Ontario law. The court considered the U.S. Supreme Court test of 'family resemblance' in distinguishing which promissory notes are securities or other instruments.
May 15, 2018This article posted on our partner site Mondaq.com discusses an Ontario Court of Justice decision which dealt with the definition and interpretation of 'security' under the Securities Act, R.S.O. 1990, c. S.5.
May 15, 2018This article posted on our partner site Mondaq.com discusses an Alabama Supreme Court decision that held that the assignee of a lost promissory note was entitled to rely on a lost note affidavit to enforce its claim against the maker of the note.
May 15, 2018This article posted on our partner site Mondaq.com deals with the risk in promissory notes. To manage the risk of a demand for payment by a third party on your financial promise, seek legal advice in drafting the note, and understand the implications if the note is negotiable.
May 14, 2018The 'Hound is sniffing out cool innovations for you.
This past week, I as well as a group of respected colleagues, were confronted with the dilemma to choose between the following quotes...
May 13, 2018This past week, I as well as a group of respected colleagues, were confronted with the dilemma to choose between the following quotes to decide which of the two is more inspiring to me: 'I have a dream' or 'If I had asked people what they wanted, they would have said faster horses'.
May 05, 2018The 'Hound is sniffing out cool innovations for you. Journey Every time I prep a sales session for a group of entrepreneurs, I seriously contemplate turning my 90-minute session into a 90-second sess...
May 05, 2018Our partner organization YEDI is proud to announce their recent celebration of ranking as the #1 University Linked Accelerator in the world with the Federal Economic Development Agency for Southern Ontario.
May 04, 2018With the help of Multiplicity, a Toronto-based nonprofit that provides education and mentorship to startups, INFINITI launched its first North American-based INFINITI LAB in early spring 2017.
April 30, 2018We at Clausehound are friends of York Angel Investors, who along with Valhalla Private Capital Group, is bringing their internationally recognized BaseCamp program back to Toronto on May 15 - 17.
April 30, 2018This week, online magazine TwentyThirty features a step by step breakdown of what impact investing is and things to consider if you're thinking about doing some impact investing of your own.
April 15, 2018A problem I've seen often in high-growth companies is an inability to scale storytelling. Typically a founder is the first sales representative at the company, and they're selling their vision which is easy to articulate because it's all in their head - they made it up.
April 11, 2018This article posted to our partner site Mondaq.com discusses a decision by the Alberta Human Rights Tribunal in Hutton v ARC Business Solutions Inc, a case which addressed whether an employee can still pursue a human rights claim arising from her termination despite signing a full and final release.
April 11, 2018This article posted to our partner site Mondaq.com briefly details the case of Trillium Motor World Ltd. v. General Motors of Canada Limited which concerns the interaction of section 11 of the Arthur Wishart Act (AWA) with release agreements between a franchisor and franchisee.
April 11, 2018This article posted to our partner site Mondaq.com examines the Ontario case of Dodd v. Prime Restaurants of Canada, in which one issue was whether a signed release between a franchisor and franchisee was unconscionable and violated section 11 of the Arthur Wishart Act.
April 11, 2018This article posted to our partner site Mondaq.com describes two Nova Scotia cases in which parties who thought they had agreed on a settlement and release (in principle), ended up in court to fight over the actual terms of the release.
April 11, 2018This article posted to our partner site Mondaq.com discusses a BC Supreme Court decision that a Mutual Cancellation and Release Agreement signed by a Dairy Queen franchisee was effective to bar coun terclaims against Dairy Queen.
April 11, 2018This article posted to our partner site Mondaq.com deals with the question of whether a release that covered ‘all claims arising out of the services provided’, but which did not expressly refer to unknown or unforeseeable claims, nevertheless covered unknown or unforeseeable claims arising out of the services provided.
April 09, 2018Use of escrow levels the playing field between the parties, encourage the completion of the transaction by taking out the elements of mistrust and risk of non-performance between parties.
April 09, 2018Suppose your business has had a long-standing contractual agreement with another party and both of you would like to continue to conduct business as per your agreement, but without either party’s know...
April 09, 2018Entire Agreement clauses are used to limit your liabaility by stating that the areement between the parties is completely contained in the written agreement. However, this article explains that courts have been known to look past this clause.
March 28, 2018The 'Hound is sniffing out cool innovations for you! By now we think we’re pretty smart – we’ve made it easier for folks to navigate and read one of the most complicated things in the world to read – legal documents. But then along has come “smart contracts”, to remind our team at my beloved Clausehound.com that there’s always someone “smarter” out there.
March 28, 2018This week, online magazine TwentyThirty features Sufyan, one of the many lawyers who organized other attorneys during the January 2017 Muslim travel ban to make sure nobody at the O'Hare International Airport would be without free legal advice.
March 28, 2018By now we think we're pretty smart - we've made it easier for folks to navigate and read one of the most complicated things in the world to read - legal documents. But then along has come 'smart contracts', to remind our team at my beloved Clausehound.com that there's always someone smarter out there.
March 27, 2018My thesis at Multiplicity when we started that nearly a decade ago, and my experience at Clausehound having received angel funding, and finally with our experience in nurturing angel investors through education programming is that continued education and engagement will facilitate innovation at the grassroots.
March 09, 2018Every start-up founder should have a basic grasp of some of the ways they can secure financing for their company, so to that end let's take a crash course on some familiar and some not-so-familiar ways to raise money.
March 04, 2018The 'Hound is sniffing out cool innovations for you! Startup founders are often 'sipping their own Kool Aid'. In the early days of a startup company, the founders often envision and believe with almost cult-like intensity in a product or market need that sometimes no one else can see.
March 04, 2018Startup founders are often 'sipping their own Kool Aid'. In the early days of a startup company, the founders often envision and believe with almost cult-like intensity in a product or market need that sometimes no one else can see.
February 23, 2018The 'Hound is sniffing out cool innovations for you! According to TheChineseZodiac.org, the Chinese Zodiac’s complexity lies in the Oriental system of reckoning time, the key players being the Sun, Moon and Jupiter, which are seen to traverse the heavens at vastly different speeds to one another.
February 19, 2018This dog is travelling to New York City!! We’ve just been accepted into the Canadian Tech Accelerator New York NYC, and will be opening an office in Manhattan in the next few weeks. We’re hopeful that this Year of the Earth Dog brings us plenty of learning and growth over here at the ‘Hound.
February 04, 2018This week my beloved Clausehound.com was accepted into the CTA New York accelerator. Our small team has been scattered around the countryside this month with team members in Ottawa, Toronto, Boston, London (Ontario) and now New York at the same time. Managing a distributed team is a puzzle that I’m eager to solve.
January 31, 2018What is this document?
An Advisor Agreement (also known as a Contractor Agreement) is used to establish the terms and conditions of the service relationship between a company and an individual or another company.
January 26, 2018This article posted on our partner site Mondaq.com discusses how the European Union’s General Data Protection Regulation (GDPR) is soon to take effect, meaning Canadian businesses who handle the personal information of EU residents will need to review their privacy policies.
January 26, 2018This article posted on our partner site Mondaq.com discusses how, on July 1, 1983, Canada’s Privacy Act was introduced to regulate how federal government institutions managed personal information.
January 26, 2018Over 150 Legal Contracts Tens of Thousands of Clauses, Articles and Legal Commentary Download and Edit Documents for Quick and Easy Access
A library of legal contracts, clauses and articles...
January 21, 2018The 'Hound is sniffing out cool innovations for you! I had the pleasure this weekend of judging the 2017 IBK Business Plan competition which brings MBA students from around the world in a head to head elimination competition, showcasing the next big thing.
January 21, 2018Links from this article: Event page
Our partner organization the Legal Innovation Zone has shared this event on improving your social media presence. Hosted by Craig Major from the Startup Coach, le...
January 21, 2018Links from this article: Event page
Our partner organization the Legal Innovation Zone has shared this event on AI. 5 high level company executives will be talking about how you can enhance your cus...
January 21, 2018This week, online magazine TwentyThirty features the co-founder of TriCiclos (the first certified B corporation in South America) in measuring the carbon footprint of the Pope's recent visit to Chile.
January 20, 2018I had the pleasure this weekend of judging the 2017 IBK Business Plan competition which brings MBA students from around the world in a head to head elimination competition, showcasing the next big thing.
January 18, 2018Clausehound is excited to announce its collaboration with Ryerson Zone Learning in providing start-up businesses with legal tools required to succeed. We’re celebrating this new achievement by sharing...
January 13, 2018And what an education it was. I never considered myself to be the entrepreneurial 'type' – whatever that means. My vision for how my career would unfold was extraordinarily ordinary: finish undergrad, go to law school, get a job through the on-campus recruitment process. And that’s what I did until my first year of law school led me to a detour.
January 13, 2018This week, online magazine TwentyThirty features Estonia. Despite being a relatively tiny country compared to other developed countries, Estonia has 99% of its services accessible online.
January 07, 2018Whether you’re building innovative products at large companies or small startups, you shouldn’t have a long roadmap. Actually, chances are that if you’re a startup, you probably haven’t even thought of building a roadmap because you’re so focused on getting the initial product to customers. As a large company, this isn’t the case.
December 21, 2017This article posted on our partner site Mondaq explains the decision of Nagribianko v. Select Wine Merchants Ltd. where an employer terminated an employee during the probationary period on the grounds he was "unsuitable" and provided the appropriate notice.