June 03, 2019

New Record Keeping Requirement and Shareholders’ with Significant Control

June 03, 2019/ Jessica Siqueira

As of June 13, 2019 private corporations incorporated under the Canada Business Corporations Act (“CBCA”) will be required to keep track of individual shareholders with “significant control.” The new requirement applies only to private corporations incorporated under the CBCA*, expands the record keeping obligations well beyond the current regime which only requires a CBCA corporation’s minute book to record information of registered shareholders. The new legislation requires certain information of shareholders, whether registered or beneficial, who have significant control, directly or indirectly, to be kept by the corporation.

February 27, 2019

Does a Majority Shareholder in a Business Need a Shareholders’ Agreement?

February 27, 2019/ Jessica Siqueira

Yes, definitely.

It is common practice for start-up and growth-stage companies to offer shares to employees, or options to acquire shares. Issuing shares is an inexpensive way, at least initially, for a new company to hire talented people before it can afford to pay market rate salaries, and helps to align the interests of the persons who are issued shares with the interests of the majority shareholders and the company.

January 23, 2019

Reasons to Hire a Corporate Lawyer when Buying a Business

January 23, 2019/ Jessica Siqueira

Buying a business without hiring a corporate lawyer to assist in the purchase is foolish. There are too many complex legal issues to address. Failing to address any of these issues will likely cost you much more than the cost of hiring a lawyer in the first place.

A corporate lawyer with experience in business acquisitions will help you buy what you think you are buying, and will make sure you are not assuming liabilities you know nothing about. For example, some businesses are straddled with debt or have other obligations that mean they should never be acquired at any price (or only in compliance with bankruptcy laws).

December 19, 2018

Hiring a Corporate Lawyer when Buying a Business

December 19, 2018/ Jessica Siqueira

Whether you hire a corporate lawyer for the purchase of a business depends on the complexity of the acquisition process and your budget.

Beyond these considerations, it’s a personal decision based on your comfort level in handling the acquisition process.

Corporate lawyers employ a number of evaluation criteria to determine if a company is worth buying. Some businesses are straddled with debt or have other obligations that negate the benefits of the acquisition by the purchaser. Only through a legal diagnostic conducted by a seasoned corporate lawyer can you determine the viability of the firm and the financial costs that you’ll incur through the acquisition process.

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