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Dividends: What, When, How?

Dividend structuring and timing are making headlines presently. (For example:  The Globe and Mail:  Ottawa to rein in income 'sprinkling' by wealthy Canadians and the Financial Post: What the new...

Three reasons to declare the business of your company

As lawyers we are often guiding our clients on defining the “business of the company”, so I thought I’d write a post on this topic.   “Business of the company” is formally declared in ...

When to say no: The Right of First Refusal

We are often asked about the right of first refusal clause (ROFR), and so we thought it would be useful to survey the features of a right of first refusal clause here. For a business with sharehold...

Liquidation Preference: Cashing Out

A liquidation preference is a commonly requested investor term. The idea around a liquidation preference is that the investor will receive their funds out of the business prior to the existing shareho...

When is it time to change your corporation’s name?

  We had previously written an article on the selection of a business name, and as well a second article on defending your business name.  I thought I would write an article about changing a ...

Why Indemnify? Director’s Liability – Sources and Mitigation

When most of us think about directors of corporations, what comes to mind is the hefty pay (at least in bigger corporations), the prestige, and the power. But with power comes responsibility; the subj...

Authorizing vs. Allocating vs. Issuing Shares in your Company

Company owners or investors, when drafting or digging through the details of the ownership of company shares, will come across the concept of authorized shares, issued shares and sometimes allocated (...

Breaking Down Share Issuance Step by Step

This article provides an overview of the steps involved in issuing shares, once the negotiations with investors have been completed. To summarize, the process includes the following steps: 1) Subsc...

Dividends: What, When, How?

Dividend structuring and timing are making headlines presently. (For example:  The Globe and Mail:  Ottawa to rein in income 'sprinkling' by wealthy Canadians and the Financial Post: What the ...

Blog Bite: What is the strategic value of an “action for declaration of non-infringement?”

This article posted on our partner site Mondaq.com reviews the case in which a golf ball manufacturer raised a complaint against Costco, who in turn brought an action for a declaration of non-inf...

Blog Bite: What does the phrase without regard to conflict of law principles in governing law clauses?

This article posted on our partner site Mondaq.com seeks to explain the purpose of a specific provision in governing law clause "without regard to conflict of law principles". The author identifies ...

Blog Bites: The factors that the court considers in accounting for profit remedies in a Canadian patent infringement litigation

  This article posted on our partner site Mondaq.com highlights the major issues in an important patent infringement case relating to the disgorgement of profits in Canada. The Federal Cou...

Blog Bite: How can companies collaborating on a research project use intellectual property assignment agreements to establish IP ownership arrangements?

This article posted on our partner site Mondaq.com discusses the importance of executing Intellectual Property assignment agreements when companies collaborate on research projects. Companies...

Blog Bite: Does indemnification constitute a waiver of a party’s right to place limitations on their liability?

This article posted on our partner site Mondaq.com looks at case law to show how in some instances indemnification can be argued as a party waiving its right to limit its liability. However, the cou...

Canadian Articles of Incorporation – Part 4 of 4: What to consider when selecting Directors for my business?

Canadian Articles of Incorporation – Part 4 of 4: What to consider when selecting Directors for my business? Introduction- Firstly, this post will outline exactly what a Director is ...

Canadian Articles of Incorporation – Part 3 of 4: Selecting and Protecting Your Corporation’s Name

Canadian Articles of Incorporation – Part 3 of 4: Selecting and Protecting Your Corporation’s Name Introduction- Choosing a business’ name is an extremely important decision that...

Canadian Articles of Incorporation – Part 2 of 4: Which Articles of Incorporation Should My Company Use?

Canadian Articles of Incorporation – Part 2 of 4: Which Articles of Incorporation Should My Company Use? Introduction- Upon considering whether one wants to incorporate their busine...

Canadian Articles of Incorporation – Part 1 of 4: Introduction to Incorporation

Canadian Articles of Incorporation – Part 1 of 4: Introduction to Incorporation Introduction- Incorporating a business can be one of the most important decisions any entrepreneur mak...

Blog Bite: Are arbitration clauses in employment agreements enforceable?

This article posted on our partner site Mondaq.com explores the enforceability of mandatory arbitration clauses in employment agreements. Citing Morrison v. Ericsson Canada Inc, the author cautions ...

Blog Bite: What is the underlying advantages of a shareholders’ agreement?

This article posted on our partner site Mondaq.com explains the common clauses that are found in a shareholders' agreement and how they are beneficial in the event it is required. This comes to you ...

Blog Bite: When and how should you execute an effective unanimous shareholders’ agreement?

This article posted on our partner site Mondaq.com discusses the importance of executing a unanimous shareholders' agreement (USA) to deal with matters of particular significance to the shareholders...

Blog Bite: Why entrepreneurs are structuring operations using both a Canada-based corporation and a Delaware-based corporation?

This article posted on our partner site Mondaq.com explores the benefits to Canadian entrepreneurs of using both Canadian and American based corporations. The author explains that Canadian entrepren...

Blog Bite: What are the benefits of drafting a shareholders’ agreement when I hope to never use one?

This article posted on our partner site Mondaq.com explains the benefits of a shareholders' agreement by analogizing the agreement to a marital agreement, that you hope to never need it, but are hap...

Blog Bite: How can limitation of liability be used to negotiate on indemnities?

This article posted on our partner site Mondaq.com looks at how limitation of liability is negotiated against indemnity through measures like caps, time periods, and using qualifying language in the...

Blog Bite: In what case would aggressive patent management trigger the scrutiny of the Competition Bureau?

This article posted on our partner site Mondaq.com is helpful in understanding the role Competition Bureau plays in the enforcement of intellectual property rights. Specifically, this article disc...
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