Drafting Shareholder Agreements for Start-ups – Part 1

by Allan Oziel on February 5, 2014 No comments

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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Allan OzielDrafting Shareholder Agreements for Start-ups – Part 1

What are Software Subscription Agreements?

by Allan Oziel on November 12, 2013 No comments

Many software companies are beginning to create software offerings that are available “in the cloud”. In other words, their users do not have to go to the store and purchase a CD to install the software, rather, they can access the software by logging into a web application. This type of software offering is typically referred to as “Software as a Service” or “Saas”.

One of the advantages of SaaS is that the software provider can typically charge license fees per registered user. There are many types of pricing models, but a subscription method, where the registered user pays per month has recently grown in popularity.

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Allan OzielWhat are Software Subscription Agreements?

Negotiating Executive Employment Agreements

by Allan Oziel on October 23, 2013 No comments

Often 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):

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Allan OzielNegotiating Executive Employment Agreements

Document Management Capability in new Mac OS X Mavericks

by Allan Oziel on October 23, 2013 No comments

Apple wrapped up its October keynote where among the big news, a new, slimmer, thinner iPad was introduced. Perhaps an even larger announcement was that Apple was going to provide its latest operating system, Mavericks OS X for free. In addition to a number of updates that effectively catch the Mac OSX to its mobile device counterpart iOS, Mavericks also introduced a new feature that can become extremely relevant for lawyers.

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Allan OzielDocument Management Capability in new Mac OS X Mavericks

Software End User License Agreements

by Allan Oziel on August 27, 2013 No comments

Quick. Which of the following terms does not refer to a type of End User License Agreement?

1. Click Wrap
2. Browse Wrap
3. Saran Wrap
4. Shrink Wrap

That’s right, while (so far) there is no such thing as a Saran Wrap Agreement, the other three phrases are commonly used to describe License Agreements that are presented to the End User in different manners.

While it is outside the scope of this blog post to explain the difference between these types of Agreements (maybe a future post), when drafting EULAs, it is important to know how the Agreement will be presented to the End User. Will the end user receive a box of software? Will the end user have to accept the license online? Will their acceptance be assumed by virtue of their use of the technology online?

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Allan OzielSoftware End User License Agreements

Going Small and Lean with Your Firm

by Allan Oziel on July 22, 2013 No comments

This post originally appeared in the July 26, 2013 issue of Lawyers Weekly.

In the current economic climate, clients continue to seek high quality and specialized legal work, but many of them cannot afford the rates of big downtown law firms. In the past, clients on limited budgets found a lawyer through their personal network or by looking in the phonebook. The practices of many “phonebook lawyers” tended to be general, though, rather than specialized — they simply could not afford to turn down general work in order to specialize, the high costs of office space, computer servers and private telephone networks eating away at their profit margins.

Nowadays, with advances in technology and outsourcing options, today’s lawyers have a wide variety of tools and options available to keep costs down, increase margins and, in turn, allow for specialized legal work at affordable prices.

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Allan OzielGoing Small and Lean with Your Firm

Financing Your Business

by Allan Oziel on May 24, 2013 No comments

A 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.

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Allan OzielFinancing Your Business

Selecting a Type of Business Organization

by Allan Oziel on April 24, 2013 No comments

There 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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Allan OzielSelecting a Type of Business Organization

Bill C-56 – Combatting Counterfeit Products Act

by Allan Oziel on March 18, 2013 No comments

Whether strolling down Canal Street in New York City or searching for a bargain on Craigslist, many consumers have come across seemingly authentic luxury goods at a fraction of the original cost. As the saying goes, “if it is too good to be true, it likely is”. The knock-off Chanel purse or fake Beats by Dre headphones may look and feel real, but they are often made with inferior materials and break down relatively quickly. As such, counterfeit products that are passed-off as real can affect consumer confidence in both the primary and resale markets.

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Allan OzielBill C-56 – Combatting Counterfeit Products Act