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.
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.
October 17, 2017As 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 several circumstances and for several reasons.
October 17, 2017This article discusses the right of first refusal clause (ROFR), often seen in the shareholders' agreements or directly in a company's articles of incorporation.
October 17, 2017We 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 company’s business name.
October 17, 2017When 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 subject of our discussion.
October 17, 2017This article provides an overview of the steps involved in issuing shares, once the negotiations with investors have been completed. The process includes the four (4) steps.
July 14, 2017Clausehound is an active contributor to the Multiplicity Media Small Business Community, and Rajah Lehal, Founder of Clausehound is Co-Founder of Multiplicity.
January 13, 2017When signing a non-disclosure agreement, the benefits of including a term clause (i.e., end of the contractual obligations) depend on whether you are more likely to be disclosing or receiving confidential information.
October 27, 2016Part 4 of 4 of Canadian Articles of Incorporation: The importance of strategically selecting the number and attributes of your business’ director(s).
October 27, 2016Part 3 of 4 of Canadian Articles of Incorporation: There are multiple considerations that an entrepreneur must take when selecting their business’ official name.
October 27, 2016Part 2 of 4 of Canadian Articles of Incorporation: The next factor to consider is what the entrepreneur wants to achieve through their articles of incorporation.
October 27, 2016Part 1 of 4 of Canadian Articles of Incorporation: Incorporating a business can be one of the most important decisions any entrepreneur makes in establishing their business and it is usually one of the first decisions they have to make.
August 03, 2016A shareholder who is a founder and/or CEO may wish to entrench their decision-making powers. In this Part II, the article discusses how a company’s CEO and/or founders can maintain a seat on the board of directors.
August 03, 2016As our entrepreneur clients grow and enter into commercial transactions and take on financing, questions frequently asked include how to manage the composition of the potentially growing board. This article will deal with the first point: Confirming the Current Composition of Board Members.
January 02, 2016When trying to separate from a co-founder or partner, shareholders should carefully review the “shotgun” clause in their shareholder’s agreement.
December 12, 2015Depending on the status of the not for profit corporation under applicable tax or corporate legislation, the members may be required to appoint a stated percentage of independent directors.
October 28, 2015A Unanimous Shareholder Agreement is sensible when there are a small number of shareholders, however as a company start to grow, decision making will start to occur not by shareholder decision but instead, at a meeting of the board of directors
October 28, 2015Not for profit corporations must make money to 'stay in business', but how the amount of surplus income and the purposes for which it is made is treated by tax authorities, may vary from jurisdiction to jurisdiction.
September 24, 2015Parties to a subscription agreement need to be aware of the regulatory approvals required fo r the shares to be issued or transferred.
July 18, 2015Parties may wish to add closing conditions to a share purchase where part of the value of the shares/securities that are being purchased results from an action yet to be taken by the company.
July 17, 2015When subscribing to shares of a company, consider negotiating an anti-dilution provision in your subscription agreement to avoid having your equity holding in the company significantly diluted.
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.
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.
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.