18 January 2023 • 1 minute read
Running your business
Directors and officers of a corporation are generally protected from personal liability by the “corporate veil.” This means that the corporation is the legal “person” that is held liable, not the individuals tasked with managing and running the corporation. In exchange for the protection provided by the corporate veil, Canadian law imposes a wide range of duties on a corporation’s directors and officers. This article provides high level information on two overarching duties applicable to directors and officers of Canadian companies: a fiduciary duty and a duty of care.
15 December 2020
While managing cash flow is always important, the recent economic turbulence has renewed interest in this topic. Businesses have begun to focus (to an even greater extent) on ensuring that clients and customers pay what they owe when it is owed. This article will outline some techniques that a business can utilize in developing a proactive system to decrease bad debts.
14 September 2020
Attracting and retaining talent is a top concern for a company at any stage of growth, especially early in development when cash may be scarce. Founders often want to “cut in” key employees to allow them to participate in future growth through issuing shares. However, there is more than one way to accomplish this goal. This article provides a spectrum of alternatives that companies can utilize to attract and retain talent.
12 October 2020
When it comes to training directors, a lot of emphasis is (rightly) put on fiduciary duties and risk assessment. However, boards would also benefit from training on how to maximize decision-making efficiency and better use their meeting time. While some companies have the luxury of sending their directors to comprehensive Institute of Corporate Directors training courses, this may not be financially possible for all companies. This article will set out a few basic board meeting tips and tricks to help you run better meetings and get more out of your board.
12 October 2020
The right to privacy and protection is becoming increasingly more important. Customers want control over the information that companies collect about them, and how they use it. Companies should implement strong security safeguards to protect personal data and to guard against the threat to digital privacy. This article provides an overview of privacy and data protection for companies in Canada’s private sector, in addition to best practices to ensure compliance with applicable privacy legislation.
15 December 2020
Federally incorporated corporations, not-for-profit corporations and cooperatives must comply with certain naming requirements under the Canada Business Corporations Act, the Canada Not-for-profit Corporations Act and the Canada Cooperatives Act. In addition, each Canadian Province and Territory has similar naming requirements under the respective legislation governing business corporations, not-for-profit corporations and cooperatives.
18 January 2021
Licensing is a very broad concept — much broader than the commonly-held view that licensing only relates to software, art, content, or other registrable intellectual property rights such as patents, trademarks, and copyright. While licensing certainly captures these concepts, any time a business permits another party to use something it owns, it is licensing that something to that other party. And while there are technical, legal differences between leases and licences that are very important when applying to physical or real property, the lines are blurry and leases grant very different rights and interests.
5 April 2021
In 2020, British Columbia introduced a new form of corporate structure: the benefit company. This new type of corporation added to the existing corporate structures available under the British Columbia Business Corporations Act, which include the ordinary corporation, the unlimited liability company, and the community contribution company. In this brief primer we outline what a benefit company is, what it requires, and how they are being used in BC.
11 September 2022
Stock options are frequently used by early-stage companies to attract and retain talented personnel to help them grow and succeed. This article seeks to provide the background necessary to demystify stock options and to better understand how they work and their basic terms.
31 January 2023
Securities laws apply to private companies, even start-ups. There is a common misconception that securities laws only apply to companies listed on stock exchanges. In fact, securities laws apply to any issuer of securities from the moment of their formation and must be followed from as early as your family and friends seed round, all SAFE rounds, and each Series round, as well as many convertible and bridge options in between.
12 May 2023
Private issuers—those that qualify for the “private issuer” exemption under National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”)—are exempt from certain onerous securities reporting requirements. This Article summarizes the key elements of the PI Exemption, including its qualifying requirements and some of the pitfalls of losing private issuer status.
12 May 2023