"Advanced International Business Strategies for Entrepreneurs" was presented by Martijn Steger on January 26, 2012, for the Fisher College of Business at The Ohio State University.
Martijn provided attendees with important points that global business professionals should consider to be successful.
Martijn Steger and Tony Fiore presented "The Seven Habits of Highly Ineffective Global Business People" on May 18, 2012 at the Ohio State Bar Association's advising corporate directors and officer's meeting.
Secrets of Maximizing The Value of Your Small BusinessPerkins Law, PLLC
RVA small business attorney Eric Perkins was the featured speaker at the October meeting of the Richmond Chapter of the Window Coverings Association of America. The two-hour discussion included the advantages of LLCs as a choice of business entity, key issues to negotiate with business partners, the importance of properly classifying your workers, the pros and cons of electing “S” corp. status, and strategies for resolving disputes without going to court. Great questions from the room full of solopreneurs and small business owners rounded out the interactive program.
This talk describes the representations and warranties clauses in a typical business purchase contract, the clauses limiting time in which such clauses may be enforceable, the dollar limits on same, and other non-contract ways to enforce your deals, such as reps and warranties insurance, fraudulent transfer litigation, arbitration, and suits against negligent deal intermediaries
"Advanced International Business Strategies for Entrepreneurs" was presented by Martijn Steger on January 26, 2012, for the Fisher College of Business at The Ohio State University.
Martijn provided attendees with important points that global business professionals should consider to be successful.
Martijn Steger and Tony Fiore presented "The Seven Habits of Highly Ineffective Global Business People" on May 18, 2012 at the Ohio State Bar Association's advising corporate directors and officer's meeting.
Secrets of Maximizing The Value of Your Small BusinessPerkins Law, PLLC
RVA small business attorney Eric Perkins was the featured speaker at the October meeting of the Richmond Chapter of the Window Coverings Association of America. The two-hour discussion included the advantages of LLCs as a choice of business entity, key issues to negotiate with business partners, the importance of properly classifying your workers, the pros and cons of electing “S” corp. status, and strategies for resolving disputes without going to court. Great questions from the room full of solopreneurs and small business owners rounded out the interactive program.
This talk describes the representations and warranties clauses in a typical business purchase contract, the clauses limiting time in which such clauses may be enforceable, the dollar limits on same, and other non-contract ways to enforce your deals, such as reps and warranties insurance, fraudulent transfer litigation, arbitration, and suits against negligent deal intermediaries
Business Entities: classify, understand, choose, and manage.Berkman Solutions
Business entities are essential for starting, managing, and growing your business. This guides to business entities covers every major type, core concepts, criteria for choosing an entity, and legal entity management.
“Business entity” is a generic term with no legal significance per se. A business entity simply refers to the form of incorporation for a business. When a business incorporates, the law recognizes the business as a distinct entity which can enter contracts and acquire property among other rights and privileges.
There are, of course, some exceptions like sole proprietorships and general partnerships, which do not require incorporation. They also do not have the same right and privileges as incorporated legal entities.
There are four broad groups of business entities: limited liability companies, corporations, partnerships, and sole proprietorships. There are important flavors of each class of business entity.
The Very Basics: Forming the Business (Series: The Start-Up/Forming the Busin...Financial Poise
So, you are an entrepreneur and want to start your own business (or you are an attorney, accountant, or other professional advisor working with one). One of the first decisions required is to choose a legal structure for the business and the jurisdiction of entity organization. What factors should be taken into consideration prior to selecting a legal structure and jurisdiction? Does a sole proprietorship, partnership, limited liability company or corporation (C- or S-corp) make the most sense? This webinar focuses on business formation and the pros and cons to the different legal structures, and includes tips on how to keep one’s personal assets safe from the claims of future creditors of the business.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/the-very-basics-forming-the-business-2021/
Selling a Private Company: An Executive Guide to Help Prepare and Manage a Pr...Fenwick & West
In this presentation, Fenwick & West partner Kris Withrow highlights the process and negotiation strategies that drive value and the key steps and hot-button issues that ensure there are no skeletons in the business that could leave your team or counsel flat-footed.
It is said that business partnerships are like marriage: easy to get into, messy to get out of. Typically, entrepreneurs require something only a partner can bring to the table, such as money, contacts or a skill set. Sometimes an entrepreneur needs the confidence that can only be provided by working with someone else. Often entrepreneurs spend more time interviewing and assessing the fit of an employee than a prospective partner and end up regretting getting into business with their partner.
Watch event video for more: http://www.marsdd.com/videos/?sort=&se=bestpractices
Final top ten mistakes startups make 09.23.2014 (00046831x c0cb4)Roger Royse
LEARN FROM THE EXPERTS. EXPERIENCED CFO AND ATTORNEY WILL DISCUSS OBVIOUS AND AVOIDABLE MISTAKES COMMONLY MADE BY STARTUPS IN THEIR EARLY YEARS.
Financial and legal mistakes go hand in hand and often overlap. This interactive "conversation" between a CFO and an attorney will shed light upon these common mistakes, as well as provide solutions for avoiding common pitfalls. This webinar is geared towards current and future executives at startups, financial and legal advisors of startups, and students considering starting their own businesses.
Speakers: Lisa Chapman, Esq. - Royse Law Firm
Chris Chillingworth - Partner at CFOs2Go
Moderator: Fred Greguras, Esq. - Royse Law Firm
Developments in Non-Compete Law and What to Expect AheadQuarles & Brady
Please join our presentation to learn about recent developments in the law surrounding non-compete agreements, as well as proposed federal and state legislation that may be on the horizon. We will also address what steps employers may take now to adapt to this ever-changing area of the law.
How to Raise Seed Funding for Your Startup: Convertible Notes and SAFEsideatoipo
Seed financings enable a startup to put together its initial team, build a working prototype, and begin to test the market. Often these investments are made via convertible debt or SAFEs. Veteran Silicon Valley startup and corporate attorney Jason Putnam Gordon will cover the following topics:
1. Required corporate structure
2. Legal considerations when pitching investors for seed financing
3. Differences between using convertible debt and SAFEs
4. Key terms and considerations when raising seed funding
5. Common mistakes and pitfalls that companies make when raising seed funding via convertible debt and SAFEs
6. How to close your seed financing
7. Important post-closing tasks
8. And much, much more
Legal Considerations for Technology EntrepreneursFenwick & West
Fenwick partner Dan Dorosin reviews the legal issues tech entrepreneurs face along the road from idea to successful enterprise. Learn more about when a lawyer typically gets involved and why and the key steps in a startup’s corporate life cycle—including company formation, founding team considerations, equity allocation, founder equity arrangements and the financing process.
There are numerous pitfalls to launching a startup: losing intellectual property rights, overcomplicating the financing, failing to establish the ground rules with co-founders, and more. Fenwick partner Andy Albertson shares tips for planning and building a successful business in this presentation given at UW CoMotion. Topics include IP rights, employment contracts, formation best practices, initial capitalization issues, compliance with securities laws, retaining founders and key employees, and building a strong board.
Business Law 101 aka Why the Heck Do I Need a Business Lawyer?Jeffrey O'Brien
An overview of basic business law concepts and a discussion of some common mistakes which your business attorney - if you have one, that is -- can help you avoid.
Legal Structures and Basics for Small Business
If you are thinking of starting a business but aren't sure how to navigate the dreaded tax laws and legal issues that come with owning a business, then this is for you! This will discuss company ownership structure and how entrepreneurs should weigh their legal and financial options to find the ones that best fit their particular situation.
Presentation given to the participants of the Launchpad program run by NDRC in Dublin's Digital Hub, including updated links to NVCA term sheet and guidance on retaining professional advisers
Business Entities: classify, understand, choose, and manage.Berkman Solutions
Business entities are essential for starting, managing, and growing your business. This guides to business entities covers every major type, core concepts, criteria for choosing an entity, and legal entity management.
“Business entity” is a generic term with no legal significance per se. A business entity simply refers to the form of incorporation for a business. When a business incorporates, the law recognizes the business as a distinct entity which can enter contracts and acquire property among other rights and privileges.
There are, of course, some exceptions like sole proprietorships and general partnerships, which do not require incorporation. They also do not have the same right and privileges as incorporated legal entities.
There are four broad groups of business entities: limited liability companies, corporations, partnerships, and sole proprietorships. There are important flavors of each class of business entity.
The Very Basics: Forming the Business (Series: The Start-Up/Forming the Busin...Financial Poise
So, you are an entrepreneur and want to start your own business (or you are an attorney, accountant, or other professional advisor working with one). One of the first decisions required is to choose a legal structure for the business and the jurisdiction of entity organization. What factors should be taken into consideration prior to selecting a legal structure and jurisdiction? Does a sole proprietorship, partnership, limited liability company or corporation (C- or S-corp) make the most sense? This webinar focuses on business formation and the pros and cons to the different legal structures, and includes tips on how to keep one’s personal assets safe from the claims of future creditors of the business.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/the-very-basics-forming-the-business-2021/
Selling a Private Company: An Executive Guide to Help Prepare and Manage a Pr...Fenwick & West
In this presentation, Fenwick & West partner Kris Withrow highlights the process and negotiation strategies that drive value and the key steps and hot-button issues that ensure there are no skeletons in the business that could leave your team or counsel flat-footed.
It is said that business partnerships are like marriage: easy to get into, messy to get out of. Typically, entrepreneurs require something only a partner can bring to the table, such as money, contacts or a skill set. Sometimes an entrepreneur needs the confidence that can only be provided by working with someone else. Often entrepreneurs spend more time interviewing and assessing the fit of an employee than a prospective partner and end up regretting getting into business with their partner.
Watch event video for more: http://www.marsdd.com/videos/?sort=&se=bestpractices
Final top ten mistakes startups make 09.23.2014 (00046831x c0cb4)Roger Royse
LEARN FROM THE EXPERTS. EXPERIENCED CFO AND ATTORNEY WILL DISCUSS OBVIOUS AND AVOIDABLE MISTAKES COMMONLY MADE BY STARTUPS IN THEIR EARLY YEARS.
Financial and legal mistakes go hand in hand and often overlap. This interactive "conversation" between a CFO and an attorney will shed light upon these common mistakes, as well as provide solutions for avoiding common pitfalls. This webinar is geared towards current and future executives at startups, financial and legal advisors of startups, and students considering starting their own businesses.
Speakers: Lisa Chapman, Esq. - Royse Law Firm
Chris Chillingworth - Partner at CFOs2Go
Moderator: Fred Greguras, Esq. - Royse Law Firm
Developments in Non-Compete Law and What to Expect AheadQuarles & Brady
Please join our presentation to learn about recent developments in the law surrounding non-compete agreements, as well as proposed federal and state legislation that may be on the horizon. We will also address what steps employers may take now to adapt to this ever-changing area of the law.
How to Raise Seed Funding for Your Startup: Convertible Notes and SAFEsideatoipo
Seed financings enable a startup to put together its initial team, build a working prototype, and begin to test the market. Often these investments are made via convertible debt or SAFEs. Veteran Silicon Valley startup and corporate attorney Jason Putnam Gordon will cover the following topics:
1. Required corporate structure
2. Legal considerations when pitching investors for seed financing
3. Differences between using convertible debt and SAFEs
4. Key terms and considerations when raising seed funding
5. Common mistakes and pitfalls that companies make when raising seed funding via convertible debt and SAFEs
6. How to close your seed financing
7. Important post-closing tasks
8. And much, much more
Legal Considerations for Technology EntrepreneursFenwick & West
Fenwick partner Dan Dorosin reviews the legal issues tech entrepreneurs face along the road from idea to successful enterprise. Learn more about when a lawyer typically gets involved and why and the key steps in a startup’s corporate life cycle—including company formation, founding team considerations, equity allocation, founder equity arrangements and the financing process.
There are numerous pitfalls to launching a startup: losing intellectual property rights, overcomplicating the financing, failing to establish the ground rules with co-founders, and more. Fenwick partner Andy Albertson shares tips for planning and building a successful business in this presentation given at UW CoMotion. Topics include IP rights, employment contracts, formation best practices, initial capitalization issues, compliance with securities laws, retaining founders and key employees, and building a strong board.
Business Law 101 aka Why the Heck Do I Need a Business Lawyer?Jeffrey O'Brien
An overview of basic business law concepts and a discussion of some common mistakes which your business attorney - if you have one, that is -- can help you avoid.
Legal Structures and Basics for Small Business
If you are thinking of starting a business but aren't sure how to navigate the dreaded tax laws and legal issues that come with owning a business, then this is for you! This will discuss company ownership structure and how entrepreneurs should weigh their legal and financial options to find the ones that best fit their particular situation.
Presentation given to the participants of the Launchpad program run by NDRC in Dublin's Digital Hub, including updated links to NVCA term sheet and guidance on retaining professional advisers
ValueFrame Oy taloushallinnon käytänteitä pk-sektorin b-to-b -yrityksissä (id...ValueFrame Oy
ValueFrame toteutti toukokuussa tutkimuksen jossa selvitettiin B-to-B -sektorin palveluita tuottavien pk-yritysten taloushallinnon käytänteitä. Tutkimuksen tulokset esiteltiin Tieken E-Business -Forumissa Tallinnassa. Tutustu tutkimukseen ja tunnista yhteys sähköisten palveluprosessien ja asiakkaiden kokeman palvelun laadun välillä.
Key Provisions in M&A Agreements (Series: M&A Boot Camp)Financial Poise
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. This episode explains specific, common provisions and discusses how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/key-provisions-in-ma-agreements-2021/
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. This episode explains specific, common provisions and discusses how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Employing staff is one of the most important things a business does. Getting the right people and having a common understanding of what is expected from the start is essential for the whole employment relationship. How that relationship is established at the beginning is critical, particularly if it is necessary to part ways with the employee later on.
Workshop was conducted at Coleman Greig Lawyers on 22 June 2017. http://www.colemangreig.com.au/Event-250-Employment-Contracts-and-Policies.aspx
David Quinlan from Pinsent Masons explains the basics of contract law for sport and recreation organisations – from the Sport and the Law Conference 2014.
Legal Office Contracts KEY CONSIDERATIONS FOR CONTRACTSTechSoup
TechSoup legal expert, DeAnna Poon, guided nonprofits through the often complex process of navigating contracts and agreements, providing the tools and knowledge needed to successfully protect your organization's interests.
It is said that business partnerships are like marriage: easy to get into, messy to get out of. Typically, entrepreneurs require something only a partner can bring to the table, such as money, contacts or a skill set. Sometimes an entrepreneur needs the confidence that can only be provided by working with someone else. Often entrepreneurs spend more time interviewing and assessing the fit of an employee than a prospective partner and end up regretting getting into business with their partner.
Watch event video for more: http://www.marsdd.com/videos/?sort=&se=bestpractices
7.23.20 How to Raise Seed Funding for Your Startup: Convertible Notes and S...ideatoipo
Seed financings enable a startup to put together its initial team, build a working prototype, and begin to test the market. Often these investments are made via convertible debt or SAFEs. Veteran Silicon Valley startup and corporate attorney Jason Putnam Gordon will cover the following topics:
1. Required corporate structure
2. Legal considerations when pitching investors for seed financing
3. Differences between using convertible debt and SAFEs
4. Key terms and considerations when raising seed funding
5. Common mistakes and pitfalls that companies make when raising seed funding via convertible debt and SAFEs
6. How to close your seed financing
7. Important post-closing tasks
8. And much, much more
Come with your questions and get ready to be excited about seed financings!
.
About the Speaker
Jason Putnam Gordon is a results-oriented corporate attorney practicing in the Venture Capital and Emerging Growth Companies group in Polsinelli’s San Francisco office. Jason has a passion for working with experienced entrepreneurs and executives to make their vision a reality.
In his practice, he regularly represents companies throughout their life cycle in matters related to venture capital financing, strategic corporate relationships, corporate formation, complex mergers and acquisitions, sales, and divestitures. With industry focuses on consumer goods and technology, because of his broad skill set and deep network, Jason regularly works in wide array of verticals including artificial intelligence, virtual reality, augmented reality, video games, software, hardware, life sciences, the internet of things and agricultural technology.
Jason works with companies based locally, elsewhere in the U.S. and internationally. Jason brings a unique skill set to the negotiating table and to litigation-minimization strategies in the board room. He started his career as a federal law clerk in the United States District Court for the Eastern District of Pennsylvania and then continued as a litigator handling corporate, securities, intellectual property, and commercial litigation before establishing a transactional practice.
Outside of the office, Jason is dedicated to his family and has a passion for skydiving and indoor body flight.
If you have any questions regarding the content of this presentation, you can reach Jason at:
JGordon@polsinelli.com
How to Raise Seed Funding for Your Startup: Convertible Notes and SAFEsideatoipo
Seed financings enable a startup to put together its initial team, build a working prototype, and begin to test the market. Often these investments are made via convertible debt or SAFEs. Veteran Silicon Valley startup and corporate attorney Jason Putnam Gordon will cover the following topics:
1. Required corporate structure
2. Legal considerations when pitching investors for seed financing
3. Differences between using convertible debt and SAFEs
4. Key terms and considerations when raising seed funding
5. Common mistakes and pitfalls that companies make when raising seed funding via convertible debt and SAFEs
6. How to close your seed financing
7. Important post-closing tasks
8. And much, much more
Come with your questions and get ready to be excited about seed financings!
What Every Founder/Entrepeneur Must Know (Series: The Start-Up/Small Business...Financial Poise
Congratulations. You are a founder of a company and you have just been given an hour to ask several experts anything you want about the subject. Some questions will certainly focus on IP, since intellectual property is so important to so many businesses. Some questions will touch on outsourcing- perhaps of manufacturing, perhaps of certain other functions. Formation, capital raising, and HR are also fair game. And since the panel includes two attorneys, you can be sure that the conversation will cover both the business and legal aspects of the various topics discussed. The panel will also discuss planning for incremental growth; and, while pandemic continues, the availability of PPP loans and governmental assistance.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/what-every-founder-entrepreneur-must-know-2021/
What You Need to Address When Going into Business with SomeoneKieran McCarthy
A look into how to prevent preliminary business issues from derailing your company. A quick look at Non-disclosures, Non-solicitations, and other documents and contingencies you should address.
One of the key challenges for many businesses is to ensure that their cash flow and credit management procedures are working effectively. From developing Terms of Trade and the protection of assets on the PPSA register, through to credit management and debt recovery, this presentation provides an overview of the key issues and how your business can address them.
The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Buy a business and forget the job but be careful and mindful. You can get a great deal out there but take a look at some of the key steps you will need to consider to make a successful business acquisition.
How to Position Your Startup for VC Fundingideatoipo
During this webinar, you will learn the basics of the venture model and path along with the necessary steps to take so that your company’s legal structure is an attractive investment. The discussion will cover:
1. Why a Delaware C-Corp is the most-common structure
2. How to document the relationship of the founders and early employees
3. The typical funding stages of a successful startup
4. An overview of convertible debt and SAFEs
5. Why it’s critical to run pro forma cap tables before financings
6. What happens in a venture financing
7. Why compliance with securities laws is important
8. Common legal mistakes in raising capital
9. And much, much more
Come with your questions and get ready to be excited about venture funding!
3. Disclaimer
THE FINE PRINT
This presentation contains general
information and not legal advice
No solicitor-client relationship or
privilege attaches to an exchange of info
For a specific problem, consult a lawyer
4. Overview
A. Introduction
B. To Inc. or Not to Inc.
How to choose among different legal structures
B. The Legal Nuts and Bolts of Me Inc.
Choosing a name, directors/officers, method of
financing
Implications for non-Canadians
6. Joe the Retailer
A short story about Joe Coulombe
1966: Ran chain of 18 “Pronto Market”
convenience stores in LA
7-11 was invading California
Joe needed to differentiate his product, had to come up
with new idea for his stores
Joe saw 1960s trends:
60% of young people in US would be going to college
More educated could mean more interested in other cultures
Boeing 747 meant recreational travel was becoming more
affordable
7. Joe the Retailer
New client base “overeducated and underpaid”
Trader Joe’s would sell exotic, gourmet foods
Then Joe saw 1970s trends:
Recessions meant “overeducated and underpaid” had
even less money
Environmentalism and health consciousness
Emphasis on supporting local economy
Rented out store space to local butchers
The rest is history…
What legal issues did Joe need to confront when
he began Trader Joe’s?
8. To Inc. or Not to Inc.
What options are there?
Sole proprietorship
Person carrying on business alone
Partnership (limited and unlimited)
People carrying on business in common with
view of profit
Corporation
Legal entity divorced from its owners with limited
liability
9. To Inc. or Not to Inc.
How do you choose?
Limited liability
Optimal tax position
Control over major decisions
Sole Proprietorship
Pro: cheap to set up, Joe can deduct losses
from personal income, control everything
Con: no limited liability
10. To Inc. or Not to Inc.
Partnership:
Pro: Joe can deduct losses from personal
income
Con: no limited liability (unless limited
partner in limited partnership), reduced
control
11. To Inc. or Not to Inc.
Corporation
Features: immortality, limited liability,
transferrable shares, separate legal entity,
capital
Generally, structure of choice, but degree
of pros/cons depends on your situation and
what you do with it
Usually, high control, limited liability, tax
advantages
12. The Legal Nuts and Bolts of Me Inc.
Choosing a name
Must be pre-approved
Distinctive element + descriptive element
+ corporate designation
No-no list: government, royal, pre-existing
Preparing Articles of Incorporation
Features of how corporation will function
and behave
Agreed upon by shareholders and government
13. The Legal Nuts and Bolts of Me Inc.
Shareholders Agreement
Used when two or more people start a business
together to define their relationship, rights and
obligations
Features: control (e.g. one director per SH), non-
competition/solicitation and confidentiality, how
much each SH will contribute to and get from the
corporation
Issuing shares
Share represents holder’s rights in the corporation
Unique features: voting, dividends, priority on
dissolution, redemption/retraction, etc.
14. The Legal Nuts and Bolts of Me Inc.
Appointing directors/officers
Shareholders don’t manage the company,
directors do – governing from a step back
Officers not necessary, big picture vs. little
picture
Duties: of care and loyalty, to act in the
“best interests of the corporation”
15. The Legal Nuts and Bolts of Me Inc.
Methods of financing:
Shareholder loan (internal debt)
Share sale (equity)
Corporate borrowing (external debt)
Implications for non-Canadians
Non-Canadian investors must notify Industry
Canada Investment Canada Act
Not restricted from acting as director/officer
Tax consequences vary speak to an accountant
or lawyer
16. Understanding Contracts that Matter
What is a Contract?
Enforceable exchange of promises for the breach
of which a remedy is available
They are everywhere, even if not written
Elements:
Offer and acceptance
Consideration
Intention to create legal relations (presumed in commerce)
Legal capacity
Formalities and form of an agreement
17. Understanding Contracts that Matter
Life of a contract:
Formation
Performance
Non-performance
Breach
Expiry of term or frustration
Contracts that Matter?
Lease, supply and employment
18. Understanding Contracts that Matter
1) Commercial lease: a contract between a
LL and T that grants the T exclusive
possession of space on certain terms
• What can it be used for?
• Gives right to tenant to occupy space for
business use
• Used by lenders to look at financial position of
tenant
• Different than a license – possession is
exclusive, creates interest in land
19. Understanding Contracts that Matter
1) Commercial Leases (Cont’d)
• What are the key elements?
• Parties: legal vs. beneficial owner/LL, identity of T may
not yet be settled
• Premises: location and delineation (especially if space
not yet subdivided, constructed)
• Rent: usually depends on square foot or percentage of
revenues, may begin as estimate
• Duration: start date must be fixed or fix-able
• Other items depend on parties: e.g. access easement
20. Understanding Contracts that Matter
1) Commercial Leases (Cont’d)
• What are the key considerations?
• Termination/Assignability: how long will I be on the hook
for rent if things don’t go well?
• Renewal/Expansion: can I lock in the rent or take over
neighbouring space if I need to?
• Responsibilities: which party will take care of what?
• Uses: what can I use the space for? When can I
enter/exit? What time can I open/close?
• Space: what do I have access to?
DEPENDS ON YOUR GOALS AND PRIORITIES
21. Understanding Contracts that Matter
1) Commercial Leases (Cont’d)
• How does the process work?
• Make contact, negotiate, and then negotiate through
documents What are the key documents?
• Initially…
• Term sheet/Letter of intent: sets down generally or
specifically terms to include in the lease
• Is it binding? You decide.
• Offer to lease: contains key element, but leaves out most
that are important to LL; has time window
• Ultimately…
• Commercial lease: comes in many forms, depending on (1)
type of building (multiple tenants?); (2) how rent charged
(flat fee?); (3) type of business
22. Understanding Contracts that Matter
2) Supply Agreement: a contract between a
manufacturer or supplier and a retailer
or consumer for certain goods in
exchange for money
• Less complicated than commercial lease
• Starting tips: have it in writing (to reduce
uncertainty and prevent disputes), define
the terms well, discuss GST, must be
commercially reasonable, follow legal
formalities
23. Understanding Contracts that Matter
2) Supply Agreements (Cont’d)
• What are the key elements?
• Parties: corporation or individual
• Goods: what will be delivered by supplier (buyer will
have option to inspect items pre-shipment, supplier must
make good if not agreed goods)
• Price: how much will be paid by the buyer per item
(shipping costs, currency, interest/penalties on late
payments/delivery), increase (e.g. inflation)
• Duration: how long will the terms continue
• Other items depend on parties
24. Understanding Contracts that Matter
2) Supply Agreements (Cont’d)
• What are the key considerations?
• Fixed price vs. variable depending on revenues
• Same supply each month vs. on demand
• Exclusive supply vs. supply to anyone
DEPENDS ON YOUR GOALS AND
PRIORITIES
25. Understanding Contracts that Matter
2) Supply Agreements (Cont’d)
• How does the process work?
• Negotiations, then document, then revise document
• Usually shorter negotiations than commercial lease
• Should result in a supply agreement
• Are there different types of supply agreements?
• More flexibility, less constricted than commercial leases
just about buying and selling items
26. Understanding Contracts that Matter
3) Employment Agreements
• Initial considerations:
• Employee vs. independent contractor
• If you have employees, there is an agreement
whether you like it or not so it might as well
be spelled out in writing!
• Type of agreement depends on type of
employee
• CEO vs. administrative assistant
27. Understanding Contracts that Matter
3) Employment Agreements (Cont’d)
• Important elements – CEO/AA:
• Who (the parties)
• How much (the salary, including benefits)
• What (job description, subject to change)
• What to keep secret (confidentiality)
• How can it end (basis for termination)
• The biggie NOTICE
• Common Law vs. Statutory Notice
• Can mean massive severance packages
28. Understanding Contracts that Matter
3) Employment Agreements (Cont’d)
• Important elements – CEO:
• Non-competition (time, geography, vocation)
• Non-solicitation (no stealing clients or raiding
employees)
• Who owns what (ownership of inventions)
• Change of control (prevent canning by new
owners)
• The biggie NOTICE
• Common Law vs. Statutory Notice
29. Lawyers: Who do they think they are
anyway?
A. How to use them effectively
They usually request retainer
Estimate of whole/part of the work they
will do for you, proof of financial
commitment
Charge by the hour, usually not
contingency
Usually won’t charge for first meeting
Invoice monthly, after service complete
30. Lawyers: Who do they think they are
anyway?
Costs can be considerable
2008 average hourly rate of lawyers in western
provinces: $338
Residential real estate purchase: between $450-
$2,000
Simple will: $220-$1,145
Two-day civil action trial: $81k average
But it may cost more not to hire a lawyer for
certain things
Evaluate the risks
31. Lawyers: Who do they think they are
anyway?
Tips for maximizing your time with a lawyer
Be organized (documents, timelines, names)
Be able to tell your story clearly (summarize in
advance) and trust your audience
Be clear about what you want from them
Keep track of any questions or important concerns
Consult with your lawyer before making a certain
legal decision
32. Lawyers: Who do they think they are
anyway?
Tips for maximizing your time with a lawyer
(cont’d)
Get to know the lawyer’s assistants
Keep in touch only when appropriate
Be an active client
Ask how you can help, what you can prepare, any
footwork you can do, educate yourself as much as you can
about the law and your lawyer
Discuss fees early and regularly and pay any bills
on time
Don’t wait until something goes wrong, get a lawyer
involved early
We are both junior lawyers at Boughton Law Corporation, a large downtown law firm. I do primarily business law, some tax and some estate planning, while Elizabeth deals with labour, employment and human rights law.
It wouldn’t be a presentation by lawyers without a bunch of fine print. Essentially, it says that you should take what we say as information specific to your circumstances. This is meant to be educational.
The first objective is about understanding legal documents that affect businesses.
The second objective is about accomplishing a legal result that satisfies business interests.
These are the concerns people apply to determine which structure benefits them most. First, limited liability – how much risk is there that I will lose my house because of my business? Second, optimal tax position – how can I prevent paying the most money to the government? Third, control over major decisions – how important is it that I determine which direction the business will take?
A limited partner in a limited partnership is essentially an investor. Usually, for any type of partnership, it’s a good idea to have a partnership agreement.
Even though a corporation has limited liability, lenders will often asks for personal guarantees from shareholders or directors before they lend money to a corporation, particularly a young one with no assets.
Two main tax advantages of incorporation for small business owners: (1) the small business deduction; and (2) flexibility in tax planning, how to distribute revenue, deferrals, etc.
Suppose you choose a corporation, what do you need to decide?
In terms of a name, think of Boughton Law Corporation. Can you think of others?
The articles set out most of the rules and consequences that direct how a corporation will act and what rights and roles different people will have in it. They aren’t entirely free from the government’s hand – a lot of what’s included in these articles is set down by the government in return for being able to capitalize on the benefits that come with incorporation.
Shareholders agreements involve similar concerns to partnership and co-ownership agreements. How much say will each SH have in the corporation? How much will each contribute or receive? How can shares be transferred? What happens when a SH dies?
Consider the Wise decision: there are many stakeholders involved in a corporation (e.g. shareholders, creditors, employees, local community, etc.), but who do the directors have to answer to?
An additional method of financing is generating profits, but that usually doesn’t happen at the beginning.
A director does not even have to live here to fill the post.
Investment income could be treated very differently depending on the original taxing jurisdiction (i.e. the person’s country of residence) – for example, whether Canada and that country have a tax treaty (e.g. the US).
I’m going to spend a bit more time on this type of agreement just because no matter what you do after your degree – an employer or employee – it will be important. Many people have their employment agreements looked at by a lawyer before they sign it, including lawyers. If you’re an employer and you have a lawyer deal with preparing it, it will save you money in the long-run.
If you’re going to treat someone like an employee (i.e. direction and control, use of your tools, etc.), then you should consider them to be an employee.
Regarding termination, you have to allow the parties to end the relationship at some point. For the employer, the idea is they should be able to terminate immediately in the event of “just cause”. This is a legal buzzword that is important to include in employment agreements. It is defined contextually, so make sure some further explanation is given, which will make it easier to show.
Without cause is where it gets tricky. That’s why you need to contract out of common law notice. What factors do courts look at for common law notice?
TIP: whenever you agree to pay them more, get a new contract. They’ll be happy about the raise, so use the opportunity to add greater obligations or new duties.
Courts are upset by what they see as “restraint of trade” in non-competition clauses. Many cases have come up where those clauses have been struck. They must be reasonable relative to the needs of the business and the ability of the individual to make a living.
Non-competition means you can’t put a shingle up next door. Non-solicitation means you take away my business (i.e. clients) or my ability to do business (i.e. employees).
You will need to have a lawyer once you start a business, so it’s important to understand how to use them wisely.