ArticleDissolving And Reviving Your CorporationHere's what to consider if a dissolution may be on your horizon, and what to do to get a dissolved company back...CanadaCorporate/Commercial LawSkyLaw
ArticleForgotten ShareholdersYou may think you know who owns your company. You may not.CanadaCorporate/Commercial LawSkyLaw
ArticleKey Considerations In Minority Investments In Canadian Private Companies: Part 1Tax structuring is typically the starting point – for the company, the founders, and the investor, particularly in cross-border transactions. Non-Canadian investors should get tax advice both in Canada and in their home jurisdiction.CanadaCorporate/Commercial LawSkyLaw
ArticleIssuing And Receiving OptionsOptions can help companies attract and retain employees, consultants, officers and directors while preserving capital. CanadaCorporate/Commercial LawSkyLaw
ArticleCrossing The 20% Ownership ThresholdFor more information about what it takes to cross the 10% threshold, the implications of doing so, determining your security-holding percentage (including deemed ownership), and more, see our blog about crossing the 10% thresholdCanadaCorporate/Commercial LawSkyLaw
ArticleMaintaining Your Corporate Minute BookKeeping your minute book up to date is a legal requirement and will set you up for success down the roadCanadaCorporate/Commercial LawSkyLaw
ArticleSo You Want To Be A Director"With great power comes great responsibility" might be the perfect metaphor for the considerations involved in serving as a corporate director.CanadaCorporate/Commercial LawSkyLaw
ArticlePaying In Equity: Shares For Services And Reverse VestingFor growing companies, issuing shares for services can preserve scarce cash and align incentives. Reverse vesting pushes that logic further: it allows a company to grant shares upfront while retaining a mechanism to claw them back if expectations are not met.CanadaCorporate/Commercial LawSkyLaw
ArticleKey Considerations In Earn-Out Provisions In Private M&AIn a mergers and acquisitions transaction, earn-outs can be a double-edged tool for purchasers and sellers when negotiating their purchase agreement. CanadaCorporate/Commercial LawSkyLaw
ArticleThe Impact Of Having 50 ShareholdersFor many companies, bringing on new shareholders is an exciting occasion. Once a corporation accumulates a certain amount of stakeholders, however, new rules and requirements will apply.CanadaCorporate/Commercial LawSkyLaw
ArticleInformation Access RightsThe story of a corporation’s formation, capital, business and affairs is typically set out in its minute book, financial statements, and related corporate records. That does not, however, mean all of that information is automatically available for review. A person’s right to access corporate information depends on the nature of their relationship with the company.CanadaCorporate/Commercial LawSkyLaw
ArticleThe Supreme Court Of Canada Speaks To What Constitutes A Material ChangeIn 2017, a rockslide occurred at a Chilean copper mine. No one was hurt and no equipment was damaged, but the debris restricted access to the mineCanadaCorporate/Commercial LawSkyLaw
ArticleNon-Disclosure AgreementsNon-disclosure agreements, or NDAs, are often presented at or near the beginning of negotiations. NDAs are designed to address the challenge of protecting information...CanadaEmployment and HRSkyLaw
ArticleLimited Partnerships: An OverviewWe have helped hundreds of clients form limited partnerships in Ontario and other provinces and territories. They are very popular structures for certain types of investments because of their flow-through nature. CanadaCorporate/Commercial LawSkyLaw
ArticleCorporate Transparency: Federal And Ontario Requirements For Individuals With Significant ControlIn recent years, in seeking to align with global standards aimed at combating money laundering and tax evasion, Canada has taken significant steps toward enhancing corporate transparency...CanadaCorporate/Commercial LawSkyLaw
ArticleCrossing The 10% Ownership ThresholdFor investors building a stake in a Canadian public company, the 10% beneficial ownership threshold is the first point at which significant public disclosure and compliance obligations are triggered under Canadian securities laws. That explains why many investors stop just short – often at 9.9%.CanadaCorporate/Commercial LawSkyLaw
ArticleSAFE Passage: SAFEs vs. Convertible Notes For Startup FinancingRaising capital from investors is often an important part of a startup’s growth plans. Just as important, however, is the question of just how much of the company its founders are giving up in exchange for that capital. Pinning a precise value on a relatively new business can be a challenge, and valuation negotiations can slow down the financing process. CanadaCorporate/Commercial LawSkyLaw
ArticleAnnual Meetings Of ShareholdersEvery corporate statute requires a corporation, whether private or public, to hold an annual meeting of shareholders, commonly referred to as an annual general meeting or an AGM. (Any meeting of shareholders other than an AGM is a "special meeting".) CanadaCorporate/Commercial LawSkyLaw
ArticleHowey vs. Risk Capital: Differences In Securities Law Tests Take On Greater Importance In A Period Of Potential Growth In State-Level Securities EnforcementAs investment firms and public issuers contemplate adjustments in response to the evolving risk environment brought about by changes in federal securities enforcement priorities...United StatesCorporate/Commercial LawWilmerHale
ArticleThe U.S. JOBS Act: Implications For Non-U.S. CompaniesThe Jumpstart Our Business Startups Act ("JOBS Act"), as signed into law by President Obama on April 5, 2012, is clearly U.S. legislation intended to address a domestic issue.United StatesFinance and BankingJones Day