July 06, 2015When employees resign and enter into consulting agreements, it is important to ensure that all restrictive covenants continue in effect, and that the consulting agreement contain an IP transfer agreement similar to the one contained in the employment agreement
July 05, 2015Parties who choose arbitration to settle disputes under an APA should note that courts have become increasingly reluctant to interfere with arbitration awards if a fair process has been used to arrive at an arbitration decision.
June 30, 2015This article recommends a number of provisions for website owners and internet service providers to consider when drafting their terms and conditions.
June 28, 2015Although parties are generally free to negotiate their sale price, in the case of a sale by a bankrupt, the price must reflect the market value of the assets in order to be able to withstand an objection by a Trustee in Bankruptcy.
June 27, 2015The LCIA has made changes to its rules which require parties to an LCIA arbitration to require their counsel to comply with rules of conduct.
June 27, 2015If the subscriber under a subscription agreement is a corporate body, they may satisfy the purchase price with a mix of cash and equity/debt securities.
June 25, 2015When drafting an indemnity clause in an asset purchase agreement, parties may wish to limit the time period in which the indemnity clause is to be effective.
June 24, 2015Sometimes, one mistake leads to another. A Toronto law firm was recently hit with a $40,000 damages award for failing to advise their former client that she consider receiving advice on how to invest the $1.1 million they held in trust for her.
June 23, 2015When will a website user be bound by an arbitration clause that is buried in the Terms of Use Agreement? When addressing such questions, courts look to the basic principles of contract formation - the meeting of the minds - to determine whether consent was given to the formation of a contract.
June 20, 2015The developer of the app 'Prized' was caught using its users' smartphones and other electronic devices to mine for cryptocurrency, which was damaging for the hardware, with the potential to leave it barely functional.
June 19, 2015This article posted on our partner site Mondaq.com is helpful in understanding the role Competition Bureau plays in the enforcement of intellectual property rights.
June 18, 2015A court may stay proceedings brought against a contractor to repay wages paid by the counterparty to subcontractors in accordance with employment legislation, even when the amount payable is not in dispute, if the payments were inextricably interwoven with the dispute.
June 13, 2015This article discusses the copyright issues associated with the use of the popular social networking site Pinterest. Pinterest encourages users not to pin their own items and cautions against self-promotion, but their terms of service contain representations and warranties about the ownership of all IP posted on Pinterest and non-infringement of third party IP.
June 12, 2015Parties to an asset purchase agreement may avoid unpleasant surprises with respect to title transfer issues if every asset, or category of assets is carefully itemized in a schedule to the agreement.
June 12, 2015This article points out that when parties enter a distribution agreement, it is prudent to take extra precautions to protect intellectual property.
June 12, 2015A good settlement agreement should clearly define the effect the agreement will have on future and current claims, and whether it applies to all claims between the parties, or only those claims arising out of a particular agreement or set of circumstances.
June 05, 2015Drafters of commercial lease agreements should beware when drafting the minimum rent clause. An option to renew an agreement can oblige the landlord to offer to renew for the original (lower) rent, although the rental market may have increased.
June 02, 2015The delay of the Government of India in setting prices for natural gas has prompted the contractor group of the D6 block to serve a notice of arbitration over the issue.
May 31, 2015Joint ventures (JV) have lower capital costs than 100% acquisitions, which makes them increasingly popular during times of economic uncertainty, however JV partners are likely to be actual or potential competitors.
May 26, 2015When declaring dividends it is important to be aware that your company may be susceptible to a reassessment by the Canada Revenue Agency (“CRA”). This is something you want to avoid, therefore knowing when reassessment can be triggered can be important to your business.
April 24, 2015This article posted on our partner site Mondaq.com discusses the impact of the ratified Amendment 884 to the Alabama Constitution. The author states that with this amendment, Courts will not enforce foreign law if it contradicts Alabama law.
April 22, 2015This article posted on our partner site Mondaq.com discusses the changing regulations after a federal statute was enacted that prohibited federal funds to go to corporations who had confidentiality agreements which prevented the employees from reporting fraud, waste, or abuse to agencies.
April 15, 2015This article posted on our partner site Mondaq.com discusses the intellectual property challenges for designers and manufacturers of products amidst the advancements of 3D printing technology.
April 13, 2015I performed some searches yesterday to identify recent publicly-listed technology companies via TMX Money and I found that technology companies and biotechnology companies are starting to take a major share of new listings on the venture exchange. For a growing company in this space, this is good news.
April 13, 2015This article posted on our partner site Mondaq.com discusses the benefits and, more importantly, the risks associated with designating workers as independent contractors in a contract.
March 05, 2015This article posted on our partner site Mondaq.com outlines the requirements of incorporating in Gambia and its desirable characteristics.
February 23, 2015Selecting a board of directors or a board of advisors is an important decision and should be given careful consideration. Both roles are treated differently for liability purposes.
February 02, 2015This article posted on our partner site Mondaq.com pinpoints notable features of the Russian Federation's Civil Code with respect to independent contractor agreements such as mandatory provisions, and more.
January 05, 2015This article posted on our partner site Mondaq.com discusses the main issue of whether extrinsic evidence should be considered if it contradicts the evidence of the contract.
December 15, 2014To do business outside of the jurisdiction that a corporation is registered in, your corporation may need to apply for a licence for your corporation to be formed in that jurisdiction.
December 01, 2014This article posted on our partner site Mondaq.com provides an overview of the guidance provided by the Canadian Privacy Commissioners for compliance of privacy laws.
November 23, 2014This article posted on our partner site Mondaq.com discusses the use of a shareholders' agreement to confront the challenges that arise when building a successful company.
November 10, 2014This month Home Depot announced that it was hacked and that 56 million credit card accounts were compromised, and that around 53 million customer email addresses were stolen as well. This articles discusses how hackers could have breached security and a suggested security protocol that a company and its data security team should consider.
September 24, 2014This article posted on our partner site Mondaq.com refers to a recent Tax Court of Canada decision to make it clear that a corporation can now receive the tax benefits offered to Canadian-Controlled Private Corporations even though the majority of its shareholders are non-residents.
September 09, 2014This article posted on our partner site Mondaq.com identifies primary concerns for a firm considering to enter a joint venture agreement viz. non-competition, confidentiality, liquidation clauses and defining the scope of the business opportunities.
September 04, 2014This article posted on our partner site Mondaq.com discusses the implications of the use of recognized trademarked goods by Google Glass software for the purpose of triggering ad popups in augmented reality.
August 01, 2014This article posted on our partner site Mondaq.com discusses the method in which a foreign company may establish itself in Brazil, either through a branch or subsidiary.
July 28, 2014An early stage company, once incorporated, is required to have a board of directors. To protect the shareholders of the corporation, rules and formalities of organizing a board of directors are set out.
July 08, 2014This article posted on our partner site Mondaq.com describes the features of a corporation in Ireland, notably that the company must have a real and substantive presence in Ireland and not merely a local registered office.
June 26, 2014This article posted on our partner site Mondaq.com documents various requirements for the incorporation of Hong Kong private limited companies.
June 23, 2014This article posted on our partner site Mondaq.com outlines the major changes to the competition laws and rules which came into effect in 2014 that apply to technology transfer agreements.
June 02, 2014I am often queried about what terms should be considered by companies that are considering entering into a merger, partnership or joint venture (which I will describe in this article as Joint Venture.
May 16, 2014This article posted on our partner site Mondaq.com discusses how employers can avoid having their independent contractors classified as employees. The author discusses recent cases to suggest that employers should refrain from.
April 28, 2014This article posted on our partner site Mondaq.com details the various types of business entities in Russia and regulatory issues which may arise in a joint venture.
April 28, 2014This article posted on our partner site Mondaq.com describes the various corporate vehicles available in Russia, including a Russian joint stock company, a Russian limited liability company and a nonn-Russian company with a wholly-owned Russian operating subsidiary.
March 17, 2014When raising money in Ontario or anywhere in Canada for your startup company, you fall under the scrutiny of the rules of the Securities Act and related National Instruments that set the rules on the nature and type of disclosure that you need to provide to your potential investors.
March 12, 2014This article posted on our partner site Mondaq.com discusses how time restrictions for sale, approval mechanism, allocation of risk among other things, are considerations for the entry and exit of new joint venture members.
March 12, 2014This article posted on our partner site Mondaq.com describes mechanisms for disincentivizing default and managing the default and remedy process.
March 12, 2014This article posted on our partner site Mondaq.com speaks to questions like, how important is setting out the individual and joint responsibilities?
March 12, 2014This article posted on our partner site Mondaq.com talks about how joint venturers may be found jointly and severally liable to their counterparties.
March 05, 2014This article posted on our partner site Mondaq.com looks at case law to discuss how the level of sophistication of parties can determine the enforceability of entire agreement clauses.
February 25, 2014This article posted on our partner site Mondaq.com seeks to answer the question of when does the tax authority need to be notified when a non-profit changes their mission.
February 24, 2014Once your company has started to gain some 'traction' (subscribers, customers) you will turn a corner where it has its own brand and identity. At that point in time you will likely want to protect that identity with a trade-mark.
January 28, 2014This article posted on our partner site Mondaq.com points out the effect the Personal Property Securities Act (PPSA) can have upon documentation for joint ventures.
December 11, 2013This article posted on our partner site Mondaq.com illustrates why indemnification clauses should not be considered boilerplate, and why they should be reviewed frequently.
December 04, 2013This article posted on our partner site Mondaq.com provides an extensive guide on both incorporating a business in the province of British Columbia, as well as the laws governing business regulation in general.
November 20, 2013This article posted on our partner site Mondaq.com talks about recent cases to illustrate the potential conflicts that can result from an uncertain termination date.
November 13, 2013This article posted on our partner site Mondaq.com highlights some considerations for software licensees and licensors vis-a-vis governing law and dispute resolution.
October 23, 2013This article posted on our partner site Mondaq.com sets out and discusses the various structures non-profit organizations can use to combine activities.
October 15, 2013This article posted on our partner site Mondaq.com informs the directors, officers, and other staff of non-profit organizations of the fifteen most common pitfalls with respect to their corporate by-laws and the ways to avoid them.
October 08, 2013This article posted on our partner site Mondaq.com discusses implied fiduciary duties into joint venture agreements, specifically the duties to act in good faith and to not misuse venture revenues.
October 01, 2013This article posted on our partner site Mondaq.com provides a brief description on how the clean technology is emerging into a global industry.
October 01, 2013This article posted on our partner site Mondaq.com states that entire agreement clauses can be used to prevent consumers from relying on promises from software vendors that are not exclusively in the written agreement.
September 30, 2013In this article, we describe four (4) simple steps to follow to make sure that your interests are protected when drafting a term sheet.
August 25, 2013This article posted on our partner site Mondaq.com discusses whether a non-competition clause in a joint venture agreement is permissible under China's 2008 Anti-Monopoly Law.
August 19, 2013This article posted on our partner site Mondaq.com advises businesses on how they can insulate themselves from competitors (or opportunistic joint venture partners) seeking to poach employees or solicit clients.
July 30, 2013This article posted on our partner site Mondaq.com cautions against hasty termination of employees and briefly sets out guidelines to minimize the risk of wrongful dismissal.
July 22, 2013This article posted on our partner site Mondaq.com discusses a recurring problem of parties purporting to bind third parties to a contract. The author makes it clear that merely mentioning an individual or entity in a contract is insufficient to legally bind the individual or entity.
July 19, 2013This article posted on our partner site Mondaq.com explores five of the most common clauses in shareholders' agreements: shotgun clause, hard right of first refusal, soft right of first refusal, drag along provision and tag along provision.
July 14, 2013This article posted on our partner site Mondaq.com states that joint ventures risk foregoing their limited exceptions under the Competition and Consumer Act (CCA) by agreeing to engage in joint pricing, joint advertising, and/or selling to a single customer.
July 04, 2013This article posted on our partner site Mondaq.com discusses a recent decision by the BC Supreme Court. The author explains that the decision indicates that Courts are prepared to treat policy breaches very seriously.
June 21, 2013This article posted on our partner site Mondaq.com explains that an independent contractor cannot be asked to agree to a non-competition clause.
June 21, 2013This article posted on our partner site Mondaq.com states that independent contractors can sign confidentiality agreements, but employers who wish to maintain the independent contractor status (e.g., to avoid compliance with employee protection laws) cannot require them to sign non-compete agreements.
June 21, 2013This article posted on our partner site Mondaq outlines that if an employer attempts to hire someone as an independent contractor instead of an employee for benefits such as Obama care and minimum wages, they should not include a non-competition clause.
June 14, 2013This article posted on our partner site Mondaq.com discusses some of the legal questions that corporations wishing to financially support a registered charity using company time or money should ask themselves before doing so through gift or sponsorship.
June 13, 2013Although the language appears the same every time you read these clauses, subtle differences can and will make a difference in interpreting your commercial agreement or acquisition transaction documents.
May 30, 2013This article posted on our partner site Mondaq denotes the significance of an Ontario Superior Court decision regarding the non-exclusive nature of a Consulting Agreement
April 22, 2013This article posted on our partner site Mondaq.com explains why employers should include confidentiality clauses in their consulting agreements, and how to properly draft confidentiality clauses.
March 05, 2013This article posted on our partner site Mondaq.com describes the five types of companies that could be incorporated under the BVI Business Companies Act.
January 22, 2013This article posted on our partner site Mondaq.com discusses the importance of a choice of law and venue clause and why they are beneficial for a contracting party.
December 11, 2012This article posted on our partner site Mondaq discusses whether a Physician Employment Agreement can be terminated without cause or litigation.
October 22, 2012This article posted on our partner site Mondaq.com posits that the Courts in Australia have been inconsistent on deciding if an entire agreement clause can prevent claims of estoppel.
October 17, 2012This article posted on our partner site Mondaq.com explains the steps to incorporation in Sri Lanka and the required characteristics of an incorporated company.
September 13, 2012This article posted on our partner site Mondaq.com is about how relevant the provisions of a USA are for determining tax status particularly as a Canadian controlled private corporation.
July 25, 2012This article posted on our partner site Mondaq provides practice pointers for employers executing Employee Intellectual Property Assignment Agreements.
July 18, 2012This article posted on our partner site Mondaq.com advises businesses to ensure that governing law clauses are drafted so as to clearly identify what law will govern claims arising from disputes between parties to an international contract.
July 17, 2012This article posted on our partner site Mondaq.com looks at case law to discuss how employers should be wary of the liability that can come with terminating older and/or long-term employees.
June 11, 2012This article posted on our partner site Mondaq.com states that the inclusion of an expressed duty of good faith can have several consequences to parties of a joint venture agreement.
June 11, 2012This article posted on our partner site Mondaq.com notes the difficulty of establishing successful joint ventures in the Chinese market, suggests some best practices, and to avoid the common practice of non-compliance with the law through maintaining comprehensive legal documentation on matters like ownership and management.
April 26, 2012This article posted on our partner site Mondaq.com uses case law to illustrate that the parties' home jurisdiction may not always be the best jurisdiction for choice of law.
February 29, 2012This article posted on our partner site Mondaq.com discusses benefit corporations and flexible purpose corporations, two subtypes of traditional business corporations that can be organized under the the California Corporations Code (as of 2012).
February 20, 2012This article posted on our partner site Mondaq.com relies on a recent judicial holding to illustrate that parties of a joint venture agreement may have an implied obligation to act with good faith.
December 13, 2011This article posted on our partner site Mondaq.com discusses the Supreme Court's decision in IHAG-Holding AG v. Intrawest Corporation, to look at a case where an entire agreement was not enforced.
October 31, 2011This article posted on our partner site Mondaq.com discusses a Quebec decision to illustrate the circumstances where a Court will consider pre-contractual evidence, not withstanding an entire agreement clause.
September 29, 2011This article posted on our partner site Mondaq.com advises that a business seeking to recover assets placed into a joint venture following the bankruptcy of the other parent company should carefully draft the relevant contractual provisions to secure themselves against creditors' claims that their interests were prejudiced.
June 14, 2011This article posted on our partner site Mondaq.com points out that the language of indemnity (maximizing damages received) is at odds with that of limitation of liability (minimizing damages given), so they should be considered in conjunction.
May 18, 2011This article posted on our partner site Mondaq.com looks at the purpose of the governing law clause and considerations parties should make, like having a real and substantial connection to the location, among others.
February 24, 2011This article posted on our partner site Mondaq.com states that Norwegian procedural rules, and some overriding mandatory rules will be followed whenever a hearing takes place in Norway.
February 18, 2011This article posted on our partner site Mondaq.com discusses certain issues that should be resolved and addressed when developing a shareholders' agreement.
March 24, 2010This article posted on our partner site Mondaq.com lays out an algorithmic approach to entering a joint venture agreement and considerations or priorities at each stage of the decision-making process.
December 16, 2009This article posted on our partner site Mondaq.com points out that if this clause is worded too broadly or ambiguously, the courts can interpret it as disproportionately benefiting the party putting it forth and therefore invalidate it.
May 07, 2009This article posted on our partner site Mondaq.com posits that amendments to contractor agreements are rarely, if ever, made for the benefit of the contractor. As such, it is imperative for contractors to remain vigilant regarding seemingly innocuous amendments.
October 14, 2008This article posted on our partner site Mondaq.com looks into the problems involved in corporate group restructuring in joint venture companies. Change-of-control clauses are used to protect unwanted changes and improve the position of the joint venture partner.
October 05, 2008This article posted on our partner site Mondaq.com highlights the provisions in the Companies (Guernsey) Law, 2008, which is intended to assist with understanding specific provisions related to incorporation.
June 05, 2008This article posted on our partner site Mondaq.com discusses governing law clauses, jurisdiction clauses and litigation/mediation clauses.
October 31, 2007This article posted on our partner site Mondaq.com explores ways in which a comprehensive intellectual property management program creates new opportunities for cost savings, tax efficiencies, and competitive advantage.
January 04, 2007This article posted on our partner site Mondaq.com looks at a judgement where a court found that a company that was owed fees by a director who assured he would pay did not constitute a guarantee.
June 06, 2006This article posted on our partner site Mondaq.com cautions against prematurely sharing information or integrating personnel before closing a joint-venture agreement.
March 28, 2006This article posted on our partner site Mondaq.com discusses a US Supreme Court decision where the court held that two traditional competitors that form a joint venture can, pursuant to the purpose of the venture, set a fixed price for products sold under each of the joint venture's members brand names.
December 01, 2004This article posted on our partner site Mondaq.com is a guide to the evaluative criteria used by the Department of Housing and Urban Development (HUD) in determining whether a joint venture between a mortgage company and title company is a 'sham controlled business arrangement'.
May 14, 2004This article posted on our partner site Mondaq.com describes some of the considerations for the joint-venturing of a not-for-profit and for-profit entity.
March 29, 2000This article posted on our partner site Mondaq.com discusses 'swaps' of assets instead of cash consideration between organizations as a creative way to avoid triggering a pre-emptive right or right of first refusal in a joint venture agreement.
February 21, 2000This article posted on our partner site Mondaq.com provides a summary of the principal provisions of the International Business Companies Act, which is the statute that governs or the incorporation, registration and operation of International Business Companies in the Bahamas.
November 02, 1999This article posted on our partner site Mondaq.com discusses the importance of properly incorporating clear and unambiguous technology transfer and license elements in a Technoloy Transfer Agreement.
May 20, 1997This article posted on our partner site Mondaq.com describes International Companies (ICs) and its main features: tax exemption, capital requirements, filing requirements, and meeting locations.