When drafting Shareholders Agreements with clients, we often explore whether the corporation should consider taking out Key Person Insurance or whether we should create a requirement to obtain this type of insurance in the Shareholders Agreement.
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I often get calls from clients asking what they require in order to do business in a particular province. Often these questions come from international clients who wish to do business in Canada, but we also have questions from businesses who operate in a particular province but wish to “do business” in another province.
Unfortunately, the quick answer is the dreaded “it depends”. Typically, to “carry on business” in a particular province in Canada, you need to be incorporated in that province or have a business license to operate in that province. If your company is already incorporated in a different jurisdiction (another province or foreign country), then you would need an Extra-Provincial License.
But what is considered “carrying on business”? Each province has legislation (whether their corporate statute or a specific extra-provincial corporations statute) that provides a definition of what is considered “doing business”.
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Many of us were working hard to become compliant (or get our clients compliant) with the July 1, 2014 deadline imposed by the Canadian Anti-Spam Legislation (CASL) for compliance with the prohibition against sending unwanted commercial electronic messages. While July 1 has come and gone, many are now scrambling to untangle Phase 2 of CASL – the prohibition against the installation of unwanted computer programs.
The computer program provisions of CASL will come into force on January 15, 2015. A date otherwise known as “pretty damn soon”.
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Drafting shareholder agreements for start-ups can be tricky. It is the job of the lawyer to ensure that enough protection is in the document while still being mindful of the client’s budget. In this series, I will briefly explore some of the questions and concerns that arise.
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Drafting shareholder agreements for start-ups can be tricky. It is the job of the lawyer to ensure that enough protection is in the document while still being mindful of the client’s budget. In this series, I will briefly explore some of the questions and concerns that arise.
read moreOften prior to entering into an employment agreement with an executive, both the Company and the Executive wish to outline their wishes in the form of a term sheet. This helps the parties negotiate the spirit of major portions of what will be the employment agreement without combing through a long agreement.
Typically the term sheet will include the following (not an exhaustive list):
read moreA business is most commonly financed through two methods:
1. Equity Financing
Equity financing refers to when ownership of a company (in the form of stock/shares of a corporation or units of a limited partnership or trust) is issued to investors in exchange for capital. There can be various classes of shares issued that each have varying rights and privileges. Investors obtain a return through the receipt of dividends or through an increase in the value of the shares or units.
Equity financing options include: venture capital firms, merchant banks, private placements and public financing.
read moreThere are several different forms of business organizations that are available for conducting business in Canada. Each form has its own advantages and disadvantages. The selection of the appropriate form of business organization will depend on many factors, including the circumstances of the investor or business owner, the nature of the activity to be conducted, the method of financing, income tax ramifications and potential liabilities related to the activity.
Some of the more common forms of business organizations are:
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Many companies utilize an incorrect procedure of hiring employees. An employment contract comes into existence at the point when the candidate is offered and accepts a job (with the consideration being the promise of pay). Therefore, if a company meets with a candidate and offers a job on a handshake and requests that the candidate “fill out the paperwork”, an “invisible contract” or “verbal contract” may exist prior to the execution of the written employment agreement. Therefore, the terms on the written employment agreement may become unenforceable.
read moreThe Ontario government continues to be a leader in the development of accessibility standards to improve the lives of Ontarians with disabilities. The government enacted the Accessibility for Ontarians with Disabilities Act in 2005 (“Act”). The Act is a framework for the development of mandatory standards of accessibility that businesses and organizations will have to comply with to adequately identify, remove and prevent barriers to accessibility.
Accessibility standards will relate to: