Directors of Oil and Gas companies are currently faced with challenging market conditions. This presentation will act as a introductory guide to directors about the options available to improve the position of their companies.
US/ Canada cross-border tax planning could be impacted by the recent finalization of Section 385 regulations by the IRS and Treasury Department. Because most of these new rules apply with an effective date reaching back to April 5, 2016, it is imperative that Canadian companies with U.S. activities assess their potential impact and develop a strategy for managing their exposure to these rules.
Compliance issues are at the front of every manager's and fiduciary’s mind these days. It used to be that all the worry came from a creative plaintiffs’ bar calling a business's conduct into question, but those days are long gone. Public and private companies are investigated by not only the United States federal government, but also local, state, and foreign governments. Self-regulating entities also add a layer of scrutiny. Under the insulation of the attorney-client privilege, an effective internal investigation can help marshal the facts to inform corporate decisions about past or existing violations and prevent potential future violations. An internal investigation can protect management from the violation and records the company's response to an incident or violation. However, most importantly, it serves to send a clear message that the company is serious about compliance and that it sets transparency as a priority. This webinar surveys recent compliance trends and discusses best practices regarding the attorney-client privilege, joint defense agreements, the use of experts, witness interviews, the consequences of self-disclosure and how to control the impact on the company.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/internal-investigations-101-2021/
ESOPs 101 (Series: Cross-Training for Business Lawyers 2020) Financial Poise
Employee stock ownership plans (ESOPs) are plans regulated by the Employee Retirement Income Security Act (ERISA) and designed to allow employees to invest in the stock of their employer. The shareholder participants/employees as well as the sponsoring company generally receive tax benefits through the use of the plan. And while they are generally touted as designed to promote employees’ interest and efforts in maximizing the value of the company for the benefit of both employer and employees, ESOPs are often used as a method of corporate finance by the sponsoring company.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/esops-101-2020/
Directors of Oil and Gas companies are currently faced with challenging market conditions. This presentation will act as a introductory guide to directors about the options available to improve the position of their companies.
US/ Canada cross-border tax planning could be impacted by the recent finalization of Section 385 regulations by the IRS and Treasury Department. Because most of these new rules apply with an effective date reaching back to April 5, 2016, it is imperative that Canadian companies with U.S. activities assess their potential impact and develop a strategy for managing their exposure to these rules.
Compliance issues are at the front of every manager's and fiduciary’s mind these days. It used to be that all the worry came from a creative plaintiffs’ bar calling a business's conduct into question, but those days are long gone. Public and private companies are investigated by not only the United States federal government, but also local, state, and foreign governments. Self-regulating entities also add a layer of scrutiny. Under the insulation of the attorney-client privilege, an effective internal investigation can help marshal the facts to inform corporate decisions about past or existing violations and prevent potential future violations. An internal investigation can protect management from the violation and records the company's response to an incident or violation. However, most importantly, it serves to send a clear message that the company is serious about compliance and that it sets transparency as a priority. This webinar surveys recent compliance trends and discusses best practices regarding the attorney-client privilege, joint defense agreements, the use of experts, witness interviews, the consequences of self-disclosure and how to control the impact on the company.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/internal-investigations-101-2021/
ESOPs 101 (Series: Cross-Training for Business Lawyers 2020) Financial Poise
Employee stock ownership plans (ESOPs) are plans regulated by the Employee Retirement Income Security Act (ERISA) and designed to allow employees to invest in the stock of their employer. The shareholder participants/employees as well as the sponsoring company generally receive tax benefits through the use of the plan. And while they are generally touted as designed to promote employees’ interest and efforts in maximizing the value of the company for the benefit of both employer and employees, ESOPs are often used as a method of corporate finance by the sponsoring company.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/esops-101-2020/
Paying for Litigation- Hourly, Contingency, Third Party Financing & More (Ser...Financial Poise
As the cost and duration of litigation continue to increase, clients have begun demanding fee arrangements that deliver maximum value and best mitigate risk. This webinar explores the mechanics and pros and cons of various fee arrangements, from hourly to contingent to mixtures of the two. We also discuss the increasingly popular option of third-party litigation finance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/paying-for-litigation-hourly-contingency-third-party-financing-more-2021/
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Jason Putnam Gordon will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And much, much more
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/executive-compensation-2021/
As a startup team, you create something—whether it’s software, a domain name, business logistics or a reputation—that falls within a class protected by the law. Some classes are protected automatically. Others require going through a registration, application or examination process. Fenwick lawyers Stephen Gillespie and Christopher Joslyn discuss what intellectual property is, why it is important and hot-button issues startups commonly face.
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.
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.
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.
Splitting equity among founders, team members, and other parties can often be a challenging process fraught with pitfalls for many startups.
The speaker will discuss the following issues:
1) the different types of shares available for issuance to founders and rights associated with such shares
2) the issues most commonly taken into account in connection with allocation of equity among the founding team
3) the common mistakes made by founders at the equity allocation stage and best practices for founders to follow at the entity formation stage
and more!
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
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/
Crowdfunding from the Start-Up's Perspective (Series: Crowdfunding 2020) Financial Poise
How can businesses use the tools created by the JOBS Act to access capital? This webinar compares raising money online to traditional methods of capital raising. It also compares each of the different titles available under the JOBS Act. Finally, we discuss and compare the differences between security based crowdfunding and rewards based crowdfunding, exploring those instances where such a method would make sense.
To listen to this webinar on demand, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-start-ups-perspective-2020/
Brief The Board, Osler’s new five part webinar series, will provide you with practical tips on how to brief your board members and senior management, both in terms of key substantive points and effective (and privileged) communication skills, so you and your organization can respond nimbly and competently in business critical situations.
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
Fundamental of Corporate Finance, chapter 1Yin Sokheng
The objective of the course is to provide an understanding of both the theory of corporate finance fundamentals and how it applies to the “real” world. The main focus of this course is on the corporate financial manger and how he/she reaches decisions. We will cover many issues that are important to a modern financial manager including various advance topics in corporate finance fundamentals such as the essential concepts and understanding of the uses of financial statements and cash flows, ratio analysis, financial planning and growth, time value of money, bonds and stocks valuation, and project valuation.
2017 Dean-Willcocks Advisory Presentation | Minimising exposure of profession...Ron Dean-Willcocks
Utilising over 80 years of experience, Dean-Willcocks Advisory provides expert insolvency solutions throughout Australia. In April 2017 Dean-Willcocks Advisory presented their paper on minimising exposure of professional advisors in the event of client insolvency to professionals in Bathurst and Dubbo, NSW.
Paying for Litigation- Hourly, Contingency, Third Party Financing & More (Ser...Financial Poise
As the cost and duration of litigation continue to increase, clients have begun demanding fee arrangements that deliver maximum value and best mitigate risk. This webinar explores the mechanics and pros and cons of various fee arrangements, from hourly to contingent to mixtures of the two. We also discuss the increasingly popular option of third-party litigation finance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/paying-for-litigation-hourly-contingency-third-party-financing-more-2021/
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Jason Putnam Gordon will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And much, much more
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/executive-compensation-2021/
As a startup team, you create something—whether it’s software, a domain name, business logistics or a reputation—that falls within a class protected by the law. Some classes are protected automatically. Others require going through a registration, application or examination process. Fenwick lawyers Stephen Gillespie and Christopher Joslyn discuss what intellectual property is, why it is important and hot-button issues startups commonly face.
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.
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.
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.
Splitting equity among founders, team members, and other parties can often be a challenging process fraught with pitfalls for many startups.
The speaker will discuss the following issues:
1) the different types of shares available for issuance to founders and rights associated with such shares
2) the issues most commonly taken into account in connection with allocation of equity among the founding team
3) the common mistakes made by founders at the equity allocation stage and best practices for founders to follow at the entity formation stage
and more!
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
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/
Crowdfunding from the Start-Up's Perspective (Series: Crowdfunding 2020) Financial Poise
How can businesses use the tools created by the JOBS Act to access capital? This webinar compares raising money online to traditional methods of capital raising. It also compares each of the different titles available under the JOBS Act. Finally, we discuss and compare the differences between security based crowdfunding and rewards based crowdfunding, exploring those instances where such a method would make sense.
To listen to this webinar on demand, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-start-ups-perspective-2020/
Brief The Board, Osler’s new five part webinar series, will provide you with practical tips on how to brief your board members and senior management, both in terms of key substantive points and effective (and privileged) communication skills, so you and your organization can respond nimbly and competently in business critical situations.
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
Fundamental of Corporate Finance, chapter 1Yin Sokheng
The objective of the course is to provide an understanding of both the theory of corporate finance fundamentals and how it applies to the “real” world. The main focus of this course is on the corporate financial manger and how he/she reaches decisions. We will cover many issues that are important to a modern financial manager including various advance topics in corporate finance fundamentals such as the essential concepts and understanding of the uses of financial statements and cash flows, ratio analysis, financial planning and growth, time value of money, bonds and stocks valuation, and project valuation.
2017 Dean-Willcocks Advisory Presentation | Minimising exposure of profession...Ron Dean-Willcocks
Utilising over 80 years of experience, Dean-Willcocks Advisory provides expert insolvency solutions throughout Australia. In April 2017 Dean-Willcocks Advisory presented their paper on minimising exposure of professional advisors in the event of client insolvency to professionals in Bathurst and Dubbo, NSW.
REAL ESTATE LAW DUMBED DOWN 2022 - Representing the Commercial TenantFinancial Poise
A commercial tenant views a lease negotiation quite differently than does the landlord. As most leases tend to be drafted by the landlord, a tenant must begin an uphill battle to gain as many concessions as possible. This is an arduous task made easier by a full understanding of what are the most important issues for a tenant in a commercial lease transaction.
How does the financial profile of the tenant enter into the picture? Where can a tenant get hurt the most by hidden costs or unforeseen expenses? Why is “leverage” the most important concept to consider in this process? This webinar will help one understand how the tenant, generally the underdog in lease transactions, can turn the tables and become the most powerful player in the leasing game.
Part of the webinar series: REAL ESTATE LAW DUMBED DOWN 2022
See more at https://www.financialpoise.com/webinars/
This is the presentation deck from Real Estate Investing 101: Leasing, PeerRealty's third in a series of on-demand educational videos. In this series, PeerRealty Head of Investments Jeff Rothbart takes viewers through the fundamentals of real estate investing, and discusses some of the key metrics that real estate investors should consider. This Leasing course discusses how commercial real estate leases are structured, and discuss which lease provisions real estate investors should be aware of.
You can view this webinar at http://resources.peerrealty.com/real-estate-investing-101-leasing
REAL ESTATE LAW DUMBED DOWN 2022 - Representing the Commercial LandlordFinancial Poise
The process of representing a commercial landlord in a lease transaction is multi-faceted. While generation of cash flow is the ultimate goal, there are other very important goals. These include minimizing risk, preserving the asset, enhancing the property and about a multitude of other issues.
This webinar provides powerful ammunition for both landlord reps and tenant reps to have in their arsenal. It focuses on the major concerns of real estate professionals in advising a landlord. When should the landlord insist on the language in the lease, and when should the landlord consider a concession or compromise? What is the role of the local real estate market in this analysis and why is it so important? After participating in this webinar, one will have a solid grasp of what commercial landlords need and why.
Part of the webinar series:
REAL ESTATE LAW DUMBED DOWN 2022
See more at https://www.financialpoise.com/webinars/
Lease Financing
Terminology
The advantages of leasing
Limitation of leasing
Types of Leasing
Financial lease
Operating lease
Sale and lease back
Leveraged leasing
Direct leasing
Other types
Problems of leasing in India
Commercial Leases, Their Provisions and Pitfalls to Avoid (Series: Real Estat...Financial Poise
Like any other contract, the provisions of a commercial lease are negotiable. Yet, like so many contracts, commercial leases can be confusing to anyone who does not negotiate them for a living. This webinar explains many of the common provisions in a typical commercial lease (e.g. competition clauses, destruction/condemnation provisions, enforcement provisions, escalation clauses, purchase and renewal options, subletting and assignment provisions, use provision- just to name some examples) and discusses what is “market” with respect to them.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/commercial-leases-their-provisions-and-pitfalls-to-avoid-2020/
Due to economic and geopolitical situation, accompanied by limited liquidity, new financing alternatives are proving to be mutually beneficial for parties at both end of the real estate spectrum.
Learning how a VC firm works behind the scenes is a good way to gain important strategic insights on becoming a more attractive investment. But understanding the ins and outs of a VC firm can be easier said than done, even for entrepreneurs who spend a lot of time speaking to investors.
Lors du séminaire portant sur les distinctions importantes à considérer entre le droit civil et la common law en matière contractuelle, nos conférenciers ont traité des sujets suivants :
• L’application de la notion de la bonne foi en matière contractuelle
• Les exclusions ou limitations de responsabilité
• La question de la prescription ou des limitations
• Les clauses pénales
• L’exécution en nature ou la specific performance
• Les enjeux de langue française
• Les clauses d’arbitrage
Learn more about: Current Trends in AI, Machine Learning and New Technologies, The Growth and Development of AI, Learning How to Gain Efficiencies and How Technologies Can Help You.
Workplace harassment is a business-critical issue in all places of work and should be taken extremely seriously, particularly in the emerging and high growth companies space. Employers have an obligation to provide a safe workplace and have specific responsibilities under applicable legislation including developing and implementing policies, training and investigating workplace harassment. In addition to the detrimental effect on the well-being of employees, the potential costs and risks associated with workplace harassment include monetary damages, reputational risks, low employee morale, legal costs and more.
This presentation by Sam Ip, an associate in Osler’s Technology Group, details key considerations for emerging and high growth companies regarding OSS.
Emerging and high growth companies will have to navigate the complexities of early stage term sheets on their way to raising capital. In order to get to a term sheet, it’s crucial for you to focus on building and developing relationships with your investors right from the beginning.
Learn how to effectively communicate to your business' leaders about the difference between arbitration and litigation, including associated benefits and risks.
Businesses that engage in the collection, use, disclosure and management of personal information in Canada need to be cognizant of the regulatory framework governing the privacy landscape in order to stay compliant.
Brief The Board, Osler’s new five part webinar series, will provide you with practical tips on how to brief your board members and senior management, both in terms of key substantive points and effective (and privileged) communication skills, so you and your organization can respond nimbly and competently in business critical situations.
As a Canadian business looking to engage in M&A transactions you need to understand how to navigate current regulatory issues. View our presentation to learn more.
This infographic provides highlights of emissions legislation across Canada. Unlike other countries, the majority of Canada’s climate change initiatives have been implemented at the provincial level.
For businesses with operations in multiple Canadian jurisdictions, it is important to closely monitor developing climate change regulations. Large greenhouse gas emitters, such as oil sands producers, mine operators, LNG exporters and coal producers, will be challenged to find the most efficient and cost-effective ways to comply with the diverse and ever-evolving regulations.
For some, these regulations also present significant opportunities for the market-supported development of renewable power production, cogeneration facilities and operational efficiency measures.
Car Accident Injury Do I Have a Case....Knowyourright
Every year, thousands of Minnesotans are injured in car accidents. These injuries can be severe – even life-changing. Under Minnesota law, you can pursue compensation through a personal injury lawsuit.
How to Obtain Permanent Residency in the NetherlandsBridgeWest.eu
You can rely on our assistance if you are ready to apply for permanent residency. Find out more at: https://immigration-netherlands.com/obtain-a-permanent-residence-permit-in-the-netherlands/.
NATURE, ORIGIN AND DEVELOPMENT OF INTERNATIONAL LAW.pptxanvithaav
These slides helps the student of international law to understand what is the nature of international law? and how international law was originated and developed?.
The slides was well structured along with the highlighted points for better understanding .
Responsibilities of the office bearers while registering multi-state cooperat...Finlaw Consultancy Pvt Ltd
Introduction-
The process of register multi-state cooperative society in India is governed by the Multi-State Co-operative Societies Act, 2002. This process requires the office bearers to undertake several crucial responsibilities to ensure compliance with legal and regulatory frameworks. The key office bearers typically include the President, Secretary, and Treasurer, along with other elected members of the managing committee. Their responsibilities encompass administrative, legal, and financial duties essential for the successful registration and operation of the society.
WINDING UP of COMPANY, Modes of DissolutionKHURRAMWALI
Winding up, also known as liquidation, refers to the legal and financial process of dissolving a company. It involves ceasing operations, selling assets, settling debts, and ultimately removing the company from the official business registry.
Here's a breakdown of the key aspects of winding up:
Reasons for Winding Up:
Insolvency: This is the most common reason, where the company cannot pay its debts. Creditors may initiate a compulsory winding up to recover their dues.
Voluntary Closure: The owners may decide to close the company due to reasons like reaching business goals, facing losses, or merging with another company.
Deadlock: If shareholders or directors cannot agree on how to run the company, a court may order a winding up.
Types of Winding Up:
Voluntary Winding Up: This is initiated by the company's shareholders through a resolution passed by a majority vote. There are two main types:
Members' Voluntary Winding Up: The company is solvent (has enough assets to pay off its debts) and shareholders will receive any remaining assets after debts are settled.
Creditors' Voluntary Winding Up: The company is insolvent and creditors will be prioritized in receiving payment from the sale of assets.
Compulsory Winding Up: This is initiated by a court order, typically at the request of creditors, government agencies, or even by the company itself if it's insolvent.
Process of Winding Up:
Appointment of Liquidator: A qualified professional is appointed to oversee the winding-up process. They are responsible for selling assets, paying off debts, and distributing any remaining funds.
Cease Trading: The company stops its regular business operations.
Notification of Creditors: Creditors are informed about the winding up and invited to submit their claims.
Sale of Assets: The company's assets are sold to generate cash to pay off creditors.
Payment of Debts: Creditors are paid according to a set order of priority, with secured creditors receiving payment before unsecured creditors.
Distribution to Shareholders: If there are any remaining funds after all debts are settled, they are distributed to shareholders according to their ownership stake.
Dissolution: Once all claims are settled and distributions made, the company is officially dissolved and removed from the business register.
Impact of Winding Up:
Employees: Employees will likely lose their jobs during the winding-up process.
Creditors: Creditors may not recover their debts in full, especially if the company is insolvent.
Shareholders: Shareholders may not receive any payout if the company's debts exceed its assets.
Winding up is a complex legal and financial process that can have significant consequences for all parties involved. It's important to seek professional legal and financial advice when considering winding up a company.
Military Commissions details LtCol Thomas Jasper as Detailed Defense CounselThomas (Tom) Jasper
Military Commissions Trial Judiciary, Guantanamo Bay, Cuba. Notice of the Chief Defense Counsel's detailing of LtCol Thomas F. Jasper, Jr. USMC, as Detailed Defense Counsel for Abd Al Hadi Al-Iraqi on 6 August 2014 in the case of United States v. Hadi al Iraqi (10026)
In 2020, the Ministry of Home Affairs established a committee led by Prof. (Dr.) Ranbir Singh, former Vice Chancellor of National Law University (NLU), Delhi. This committee was tasked with reviewing the three codes of criminal law. The primary objective of the committee was to propose comprehensive reforms to the country’s criminal laws in a manner that is both principled and effective.
The committee’s focus was on ensuring the safety and security of individuals, communities, and the nation as a whole. Throughout its deliberations, the committee aimed to uphold constitutional values such as justice, dignity, and the intrinsic value of each individual. Their goal was to recommend amendments to the criminal laws that align with these values and priorities.
Subsequently, in February, the committee successfully submitted its recommendations regarding amendments to the criminal law. These recommendations are intended to serve as a foundation for enhancing the current legal framework, promoting safety and security, and upholding the constitutional principles of justice, dignity, and the inherent worth of every individual.
A "File Trademark" is a legal term referring to the registration of a unique symbol, logo, or name used to identify and distinguish products or services. This process provides legal protection, granting exclusive rights to the trademark owner, and helps prevent unauthorized use by competitors.
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ALL EYES ON RAFAH BUT WHY Explain more.pdf46adnanshahzad
All eyes on Rafah: But why?. The Rafah border crossing, a crucial point between Egypt and the Gaza Strip, often finds itself at the center of global attention. As we explore the significance of Rafah, we’ll uncover why all eyes are on Rafah and the complexities surrounding this pivotal region.
INTRODUCTION
What makes Rafah so significant that it captures global attention? The phrase ‘All eyes are on Rafah’ resonates not just with those in the region but with people worldwide who recognize its strategic, humanitarian, and political importance. In this guide, we will delve into the factors that make Rafah a focal point for international interest, examining its historical context, humanitarian challenges, and political dimensions.
1. Osler Hoskin & Harcourt LLP
What You Need
to Know
Negotiating Leases
for Start-Ups
October 12th 2017
Paul Morassutti - Osler, Hoskin & Harcourt LLP
Matthew Ritchie - Osler, Hoskin & Harcourt LLP
2. Why is your lease important?
• Governs the use of the space in which you run your business, in
which your employees work, where your customers or investors
come to visit
• Like a marriage contract, but with someone you just met and that
you have to live with for 5 or 10 years, who has more money and
power than you, and does not want to treat you fairly (or with
much respect)
2
3. DOCUMENTS
The Deal Terms – Letter of Intent versus Offer to Lease
• First step is to settle the deal terms before negotiating the Lease
• In Canada, convention is to use a binding offer to lease
• Contains the pertinent business terms that will be reflected in the
Lease
• Once signed there is a binding deal
• Offers may have conditions in each party’s favour(e.g. board /
senior management approval of the terms, satisfaction with the
cost of any tenant’s work that needs to be completed, satisfaction
with the Tenant’s covenant)
3
4. DOCUMENTS
• In the US, convention is to use non-binding letter of intent
• Tends to be shorter, but landlord can keep marketing the space and
can accept a better deal if it comes along
• No deal until the Lease is signed, so risk is that the landlord accepts
a better deal.
4
5. DOCUMENTS
The Lease
• Long, very landlord-friendly, and not very user-friendly
• Landlord will provide the tenant with its form of lease, amended to
reflect the terms of the offer or LOI, and the parties will negotiate
and then sign this form
• Once a binding offer is signed, tenant’s leverage (such as it was)
significantly decreases
• From the tenant’s perspective, it is therefore important to negotiate
not only the deal terms but also the most important lease terms at
the offer stage
• Focus on items that can cost tenant money or interfere with
operation of tenant’s business
5
6. TOP 10 LEASE ISSUES FOR EMERGING COMPANIES
1. Financial Covenants
• Tenants will need to satisfy the landlord that their financial
covenant is satisfactory, which may be difficult for a start-up
• A deposit of 2 months’ rent (first and last) is very common
• Many start-ups also need to provide a higher security deposit and
sometimes a guarantor or indemnifier
• Letter of credit or pre-paid rent can also be used
6
7. TOP 10 LEASE ISSUES FOR EMERGING COMPANIES
2. Inducements
• Tenant Improvement Allowances, Rent-Free Periods or other credits
are all inducements
• These are all payments made by Landlords to induce tenants into
agreeing to lease space BUT the cost of the inducement, plus
interest at above-market rates (currently 8 – 10%), is factored into
the rent so the tenant is ultimately paying the cost of the
inducement with interest
• As tenant is paying for these “inducements”, they should not be
forfeited unless the Lease is terminated (ex. not by a transfer or a
default that is cured within the applicable notice period)
7
8. TOP 10 LEASE ISSUES FOR EMERGING COMPANIES
2. Inducements (continued)
• Tenant must also satisfy certain conditions before payment of the
inducement, such as:
◦ Lease is signed and rent payments have commenced
◦ Tenant is occupying substantially all of the premises
◦ No liens have been registered against title to the Building as a result of
tenant’s work and the lien period under the applicable construction lien
statute has expired
◦ Tenant provides a statutory declaration of an officer stating that all
contractors have been paid, together with receipts for costs incurred (if
allowance is to compensate Tenant for improvements to the Premises)
◦ Tenant has fully completed the tenant’s work, landlord has approved
tenant’s leasehold improvements and same have been carried out in
accordance with plans approved by the Landlord
8
9. TOP 10 LEASE ISSUES FOR EMERGING COMPANIES
3. Operating Costs
• Landlord will flow all costs of operating the building to the tenants,
usually in their proportionate share of the building.
• Issues arise when landlords attempt to include costs that are not
direct costs of operating the building into Operating Costs.
• Usually the biggest ticket issue with Operating Costs relates to the
treatment of capital expenses.
• There is a list of standard exclusions that a tenant can insert in
leases to reflect the guiding principles described
9
10. TOP 10 LEASE ISSUES FOR EMERGING COMPANIES
3. Operating Costs (continued)
• For example, if a landlord replaces the roof and it costs $1 Million,
how are these costs included in a lease?
• The cost of such a capital expense should be amortized over its
expected lifespan (in accordance with accounting rules), so the
“first year” portion of a capital expense is included in the current
year and interest on the unamortized portion, plus interest, of such
capital expenses should be included in Operating Costs in
future years
• Amortizing capital expenses prevents a tenant from being tagged
with an enormous expense for capital improvements in the last year
of a Lease
10
11. TOP 10 LEASE ISSUES FOR EMERGING COMPANIES
4. Management / Administrative Fees
• Landlords will charge a fee to compensate them for handling the day-to-
day operation of the Building
• Market standard management fee was traditionally 15% of all Operating
Costs, excluding realty taxes.
• The market standard has been shifting towards 3% – 5% of the revenue
“receivable” from the Building (i.e. all rent paid by the tenants, all
operating cost charges, etc.)
• Some Landlords have a management fee on all Operating Costs (including
Realty Taxes) plus an administrative fee on all revenues of the building /
development (i.e. a double fee).
• Landlord should never have the right to add or amend management or
administrative fees during the term.
11
12. TOP 10 LEASE ISSUES FOR EMERGING COMPANIES
5. Repair / Restoration of Premises at End of Term
• Leases typically provide the Landlord with the ability to instruct the
tenant which leasehold improvements and fixtures to remove or
provide that the tenant must restore the premises to base building
standard.
• Tenants should always retain the ability to remove their trade
fixtures and personal property and should try to eliminate end-of-
term removal obligations or at least restrict them to non-standard
leasehold improvements.
• Tenant’s maintenance and restoration obligation should always be
subject to reasonable wear and tear.
12
13. TOP 10 LEASE ISSUES FOR EMERGING COMPANIES
6. Relocation / Termination Rights of Landlord
• Leases often contain rights that would permit a landlord to relocate a tenant’s space to
a different space in the same building
• Provides landlord with the ability to accommodate a prospective tenant that needs
“your” space
• Relocation will disrupt your business, will cost you money and you may get a different
layout or external view
• Best to delete it, but if you must include it, then insist that the relocated premises
should be substantially similar to your existing premises and the landlord should be
responsible for providing comparable leasehold improvements in the relocated
premises. All direct costs of such a relocation should be to the landlord.
• Landlord forms often include a right of the landlord to terminate the lease if it wishes to
redevelop a building. This is a right that should be excluded but if it is included, tenants
should at least be given a long notice period sufficient to find alternate premises, such
as 12-18 months, plus be reimbursed for any of tenant’s unamortized leasehold
improvements.
13
14. TOP 10 LEASE ISSUES FOR EMERGING COMPANIES
7. Transfers
• Typically drafted to be very landlord friendly. There are several
terms that tenants should negotiate:
a. Permitted transfers to affiliates and subsidiaries;
b. Permitted changes of control – can provide Landlord comfort by
stating that tenant will have equal greater Net Asset Value after
change of control. Landlords may not agree to this. Emerging
companies are often purchased within five years so this is especially
material for you;
c. Landlord to not unreasonably withhold consent; and
d. Landlord should not have any termination rights upon request for
consent
(a to d should all be described in the Offer to Lease)
14
15. TOP 10 LEASE ISSUES FOR EMERGING COMPANIES
7. Transfers (continued)
Tenants should ensure there are no rights in leases that are personal to
the Tenant entering into the lease that would cease to exist upon a
transfer taking place, such as the right to a tenant improvement
allowance, free rent period or right to extend the term of the lease
15
16. TOP 10 LEASE ISSUES FOR EMERGING COMPANIES
8. Insurance
• Leases will include a list of insurance requirements of tenants and tenants will
be required to pay for the premiums of the landlord’s insurance policies as an
Operating Cost.
• Tenants should always consult with an insurance advisor to ensure satisfactory
insurance can be obtained.
• All insurance policies should contain mutual waivers of subrogation so that the
insurance company that pays a claim cannot then sue the party that caused
the damage of injury. The intention is to have most risks insured by either the
Landlord’s insurance or the tenant’s insurance, and with no right of the insurer
to come after the Landlord or tenant for reimbursement. This is only fair
seeing as the tenant pays for its own insurance, and also pays the premiums of
the landlord’s insurance as an Operating Cost
• The parties should also indemnify each other for all costs associated with risks
for which they are required to be insured.
16
17. TOP 10 LEASE ISSUES FOR EMERGING COMPANIES
9. Events of Default
• Tenants should always be given written notice of default plus a reasonable
time to cure it
• For monetary defaults, a short cure period is standard (e.g. 5 days).
• For non-monetary defaults, the cure period should be longer (e.g. 20 days)
but provide that the cure period can be extended if such a breach cannot
reasonably be cured within such time frame, provided that the tenant is
diligently pursuing curing the default and it is eventually cured.
• Landlord’s remedies include terminating and suing for the present value of
rent for the balance of the Term; distraining against inventory/personal
property; suing on the covenant; suing every month
17
18. TOP 10 LEASE ISSUES FOR EMERGING COMPANIES
10. Term and Extensions
• Consider the appropriate length of term for your business. Are you
entering into a five year lease for space that will only be suitable for
the next year? Do you want the right to extend beyond 5 years?
• The typical commercial lease term is five years but a shorter or
longer term can be negotiated.
• Tenants often negotiate the right to extend the term for at least one
five year period.
18
19. TOP 10 LEASE ISSUES FOR EMERGING COMPANIES
10. Term and Extensions (continued)
• The extension right should only be conditional on there not
currently being a default beyond any applicable notice or cure
periods, and not conditional on there not having been a transfer or
no default having occurred in the past
• The extension should be on the same terms as the lease, except for
the base rent, which should either be specified in the lease or
should be the market rent, and to be determined by arbitration if
the parties cannot agree on the rent. This prevents the Landlord
from arguing that they could not come to an agreement on rent so
the clause is not enforceable and you cannot extend the term.
19
22. Main types of insurance
1. General Liability
2. Professional Liability
3. Cybersecurity
4. Management Liability
5. Auto
6. Crime
Nothing in this document should be taken as insurance advice or recommendations. This is purely an informational document. Please
visit Zensurance.com to get learn more, buy a policy and reach the state of Zen!
23. General Liability
Main Coverages Example claims What to watch out for
• Product Liability
• Premises and contents
• Libel/slander
• Non-owned auto
• Employer’s Liability
(“Workers Comp” for tech)
• The hardware device you
manufacture catches fire
and burns down a house
• You accidentally infringe
on someone’s copyright
• An employee drives to a
nearby deli in her own car
to buy lunch for the team
and gets into an accident
• Get flood and sewer-
backup – it is worth the
extra premium
• Property – know how
much you are covered for
fixed property vs.
electronics
• Sub-limits. Although you
may have a ”$2M limit”,
individual items may be
sub-limited
24. Professional Liability / Errors & Omissions (E&O)
Main Coverages Example claims What to watch out for
• Professional Liability
• Third party cyber
security (if you are
getting a tech policy)
• Your accounting software
inaccurately calculates a tax
liability, and your customer is
fined by the CRA
• You fail to meet a contractual
deadline resulting in a
financial loss to your client
• Hackers leverage a weakness
in your software to hack your
customer’s systems
• If you are a software
company, make sure you
get a Tech E&O policy
with Privacy/Data
coverage
• Often customers ask for
big limits, but you can
negotiate down
• Sub-limits. Although you
may have a ”$2M limit”,
individual items may be
sub-limited
25. Cybersecurity
Main Coverages Example claims What to watch out for
• First Party (your own costs)
• Customer notification
• PR support
• Business interruption
• Fines/penalties
• Extortion/ransom
• Fraudulent instruction
• Third Party (others’ costs)
• Your servers are brought
down
• Customer data is leaked
to the public
• Your data is held for
ransom
• An employee accidentally
emails out sensitive
customer information
• Do you have both First and
Third party coverage?
• The specific coverages
included in your policy – this
varies a lot
• The allowable trigger events
• What is required in order for
your claim to be honored
• Sub-limits. Although you
may have a ”$2M limit”,
individual items may be sub-
limited
26. Management Liability
Main Coverages Example claims What to watch out for
• Directors & Officers
• Employment Practices (EPL)
• Fiduciary Liability
• Unfair termination or
harassment of an
employee
• Misuse of investor funds
• Bad investment or
business decisions
resulting in bankruptcy or
big financial losses
• Seed investors feeling
unfairly treated upon
Series A funding
• Are both D&O and
Employment practices
included? EPL is very
important
• Definition of insured
• Bankruptcy exclusion – make
sure it is not included
• Are you covered for
employees based outside of
Canada?
• Sub-limits. Although you
may have a ”$2M limit”,
individual items may be sub-
limited
27. Auto
Main Coverages Example claims What to watch out for
• Collision: accident with
another vehicle
• Comprehensive: colliding
with a fixed object
• Loss of Use
• Rental Vehicle coverage
• Your vehicle is vandalized
• You hit a deer while
driving north of the city
• You get into an accident
while driving for business
purposes
• You rent a vehicle for
business use and get into
an accident
• If you have 5 or more
vehicles, you may qualify for
a “Fleet” discount
• Getting a telematics device
could help reduce the
premium
• Don’t confuse this with Non
Owned Auto
28. Crime
Main Coverages Example claims What to watch out for
• First party (theft of your
own property)
• Third party (theft of
someone else’s property)
• An employee skims 1 cent
off of every transaction
your platform processes
• An employee steals all the
monitors in the office
• Is electronic crime included?
• Does the coverage extend to
contractors?
• Often customers have a
requirement for crime by
default, but you generally
only need it of you deal with
physical cash or valuables