The authors explain how a Business Legal Checkup ("BLC") can be useful. BLC is a diagnostic tool small and medium size businesses can use to verify if legal aspects of their operation comply with law and to minimize risk, litigation and expense. When the BLC is completed, the business owner receives a lawyer’s report red-flagging matters which need correction, improvement or further legal advice. Contact the authors for more information.
At the root of appeals from judgments in commercial cases is the burning question: Does the result make sense from a business perspective? or put in more legally-eloquent language: Does this result meet the test of commercial reasonableness? "Commercial Reasonabless" is a concept Canadian courts address frequently to determine if business conduct or a result makes sense.
This paper will show that in commercial appeals, the Court of Appeal generally operates on the principle of commercial reasonableness. If the relief sought is not commercially reasonable, then you are unlikely to achieve a successful result for your client. I hope to show that appellate courts in Ontario approach appeals involving commercial disputes by asking whether the trial judge’s decision was commercially reasonable. In short, The court will not adopt an interpretation that is clearly commercially absurd.
The author is a senior business litigation and arbitration lawyer in Toronto who has argued many business appeals in the Ontario Court of Appeal. He is also an experienced trial and arbitration counsel. Senior partner of Ellyn Law LLP Business Litigation & Arbitration Lawyers, Mr. Ellyn heads a team of competent litigation lawyer who are at the vanguard of developments of business litigation and arbitration in Ontario. Igor Ellyn is also the Chair of the Business Litigation & Arbitration Practice Group of INBLF.com, the International Network of Boutique Law Firms.
When advising business clients about doing business in Canada, lawyers must turn their minds not only to the kinds of corporate vehicles which Canadian law permits but also the remedies permitted if disputes arise. In this paper, we highlight the range of remedies available in the common law jurisdictions of Canada to protect shareholders and others from abusive corporate action.
This is the fourth update revision of a paper which was first published on the internet in 2005. It has been widely read and has been well-received by clients and other lawyers. We believe that we have been repeatedly quoted by other lawyers. Our paper was used in global corporate law texts in Asia and was including in required reading for a business valuators program in Canada.
This paper begins by discussing the various sources of shareholder rights, including corporate statutes, articles of incorporation and by-laws, and shareholder agreements. Although securities laws will also be briefly mentioned, the securities regime is exceedingly complex and it is beyond the scope of this paper to address it in detail. We then discuss the remedies provided by corporate statute to shareholders who are aggrieved by the manner in which management conducts the business and affairs of the corporation, including voting, court-ordered meetings, derivative actions, the oppression remedy, investigations, appraisals and court-ordered winding-up on the “just and equitable principle”.
The oppression remedy, widely acknowledged to be the most powerful weapon in the shareholder's arsenal of remedies, focusses on two particular points: the broad definition of "complainant" under corporate statutes, and the manner in which the courts have defined the reasonable and legitimate expectations of shareholders and other "proper persons" under the oppression remedy.
The authors are members of ELLYN LAW LLP Canadian Business Litigation & Arbitration Lawyers, a Toronto law firm, specializing in dispute resolution for small and medium businesses and their shareholders. The firm is a member of the International Network of Boutique Law Firms (www.inblf.com), a prestige network of specialized law firms who have demonstrated pre-eminence their practice fields. Ellyn Law LLP is INBLF’s designated Toronto firm for shareholder disputes and arbitration. Igor Ellyn, QC is the Chair of INBLF's Business Litigation & Arbitration Practice Group.
In the seven years since this paper was first published, ELLYN LAW LLP has acted on dozens of complex shareholder disputes. Despite our long experience in this area, each case brings its shares of new twists and surprises. In each revision of this paper, we have added the benefits of our added experiences.
Key issues to consider when venturing into business in India. Some topics include repatriation of investments, taxation, court proceedings and IP issues.
Getting The Deal Through: Financial Services Litigation 2018Matheson Law Firm
Claire McLoughlin and Karen Reynolds, Co-heads of the Regulatory and Investigations Group co-author the Ireland chapter for Getting The Deal Through: Financial Services Litigation 2018.
At the root of appeals from judgments in commercial cases is the burning question: Does the result make sense from a business perspective? or put in more legally-eloquent language: Does this result meet the test of commercial reasonableness? "Commercial Reasonabless" is a concept Canadian courts address frequently to determine if business conduct or a result makes sense.
This paper will show that in commercial appeals, the Court of Appeal generally operates on the principle of commercial reasonableness. If the relief sought is not commercially reasonable, then you are unlikely to achieve a successful result for your client. I hope to show that appellate courts in Ontario approach appeals involving commercial disputes by asking whether the trial judge’s decision was commercially reasonable. In short, The court will not adopt an interpretation that is clearly commercially absurd.
The author is a senior business litigation and arbitration lawyer in Toronto who has argued many business appeals in the Ontario Court of Appeal. He is also an experienced trial and arbitration counsel. Senior partner of Ellyn Law LLP Business Litigation & Arbitration Lawyers, Mr. Ellyn heads a team of competent litigation lawyer who are at the vanguard of developments of business litigation and arbitration in Ontario. Igor Ellyn is also the Chair of the Business Litigation & Arbitration Practice Group of INBLF.com, the International Network of Boutique Law Firms.
When advising business clients about doing business in Canada, lawyers must turn their minds not only to the kinds of corporate vehicles which Canadian law permits but also the remedies permitted if disputes arise. In this paper, we highlight the range of remedies available in the common law jurisdictions of Canada to protect shareholders and others from abusive corporate action.
This is the fourth update revision of a paper which was first published on the internet in 2005. It has been widely read and has been well-received by clients and other lawyers. We believe that we have been repeatedly quoted by other lawyers. Our paper was used in global corporate law texts in Asia and was including in required reading for a business valuators program in Canada.
This paper begins by discussing the various sources of shareholder rights, including corporate statutes, articles of incorporation and by-laws, and shareholder agreements. Although securities laws will also be briefly mentioned, the securities regime is exceedingly complex and it is beyond the scope of this paper to address it in detail. We then discuss the remedies provided by corporate statute to shareholders who are aggrieved by the manner in which management conducts the business and affairs of the corporation, including voting, court-ordered meetings, derivative actions, the oppression remedy, investigations, appraisals and court-ordered winding-up on the “just and equitable principle”.
The oppression remedy, widely acknowledged to be the most powerful weapon in the shareholder's arsenal of remedies, focusses on two particular points: the broad definition of "complainant" under corporate statutes, and the manner in which the courts have defined the reasonable and legitimate expectations of shareholders and other "proper persons" under the oppression remedy.
The authors are members of ELLYN LAW LLP Canadian Business Litigation & Arbitration Lawyers, a Toronto law firm, specializing in dispute resolution for small and medium businesses and their shareholders. The firm is a member of the International Network of Boutique Law Firms (www.inblf.com), a prestige network of specialized law firms who have demonstrated pre-eminence their practice fields. Ellyn Law LLP is INBLF’s designated Toronto firm for shareholder disputes and arbitration. Igor Ellyn, QC is the Chair of INBLF's Business Litigation & Arbitration Practice Group.
In the seven years since this paper was first published, ELLYN LAW LLP has acted on dozens of complex shareholder disputes. Despite our long experience in this area, each case brings its shares of new twists and surprises. In each revision of this paper, we have added the benefits of our added experiences.
Key issues to consider when venturing into business in India. Some topics include repatriation of investments, taxation, court proceedings and IP issues.
Getting The Deal Through: Financial Services Litigation 2018Matheson Law Firm
Claire McLoughlin and Karen Reynolds, Co-heads of the Regulatory and Investigations Group co-author the Ireland chapter for Getting The Deal Through: Financial Services Litigation 2018.
"Navigating Your Way to Business Success in India" is a seminar hosted by the Columbus, Ohio, law firm of Kegler, Brown, Hill & Ritter on March 10, 2011.
Topics included:
Legal Issues
Financing
Cultural Considerations
Case Studies
The Competition Act 2002 provides for prohibition of abuse of dominant position. However, the provisions of unfair trade practices earlier covered by the Monopolies and Restrictive Trade Practices Act, 1969,are not covered under the competition law. The apparent effect of the two being quite similar, there is a considerable possibility that a situation very close to unfair trade practices may be held to be an abuse of dominant position. The difference being very close, the article looks at the penalty handed out to DLF Ltd for abuse of dominant position from this perspective.
'Motor Vehicle Dealers - Your Ideal Franchise Agreement' was presented by Evan Stents at this year's AADA Convention held on Queensland's Gold Coast, Thursday 10 - Saturday 12 July, 2014.
The Competition Act 2002 provides for prohibition of abuse of dominant position. However, the provisions of unfair trade practices earlier covered by the Monopolies and Restrictive Trade Practices Act, 1969,are not covered under the competition law. The apparent effect of the two being quite similar, there is a considerable possibility that a situation very close to unfair trade practices may be held to be an abuse of dominant position. The difference being very close, the article looks at the penalty handed out to DLF Ltd for abuse of dominant position from this perspective.
From the point of choosing the appropriate business structure to the scope and extent of necessary contracts, there are numerous legal issues to address when starting a company. While certain legal issues may even bring a start-up to a grinding halt if neglected, there are many others that are possible to be handled with ease, provided you have the right information to make timely decisions. Given their importance across sectors, the following issues and details will be covered in “Legal For Startups”.
• Legal Aspects for Starting Up:
• Contractual safeguards:
• Employees and workplace regulations:
• Data Protection
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
Update on Unconscionable Conduct and Good Faith Developments in Australian Law - Presentation for Prof Justin Malbon's Consumer Law Class, Monash University Faculty of Law, 19.05.10
The globalised business environment of today necessitates a strong network of global vendors that play a critical role in the business and can help bring considerable opportunities.
An overview of Mercantile Law in PakistanAyesha Majid
This overview of business laws of Pakistan is a very brief description of common forms of businesses adopted by private and public sector investors in Pakistan. An attempt has also been made to outline general requirements and regulatory regimes for each of these forms of businesses in Pakistan.
Explores factors related to copyrights including what is protected, the company development cycle, rights and registration. Trademark factors include what is protected, common law rights, registration, clearance searches and filing strategies.
5 Tips on Legally Protecting Your Small Business | Abogado AlyAbogado Aly
Abogado Aly identifies five tips for legally protecting your small business. If you're interested in learning more. Please visit abogadoalybusiness.com.
Online Legal Research: Tools, Tips and Tricksjaredcorreia
Major online research options are reviewed, including tips for leveraging various databases, like FastCase. 6/14/14 presentation for the Missouri Bar Solo & Small Firm Conference.
"Navigating Your Way to Business Success in India" is a seminar hosted by the Columbus, Ohio, law firm of Kegler, Brown, Hill & Ritter on March 10, 2011.
Topics included:
Legal Issues
Financing
Cultural Considerations
Case Studies
The Competition Act 2002 provides for prohibition of abuse of dominant position. However, the provisions of unfair trade practices earlier covered by the Monopolies and Restrictive Trade Practices Act, 1969,are not covered under the competition law. The apparent effect of the two being quite similar, there is a considerable possibility that a situation very close to unfair trade practices may be held to be an abuse of dominant position. The difference being very close, the article looks at the penalty handed out to DLF Ltd for abuse of dominant position from this perspective.
'Motor Vehicle Dealers - Your Ideal Franchise Agreement' was presented by Evan Stents at this year's AADA Convention held on Queensland's Gold Coast, Thursday 10 - Saturday 12 July, 2014.
The Competition Act 2002 provides for prohibition of abuse of dominant position. However, the provisions of unfair trade practices earlier covered by the Monopolies and Restrictive Trade Practices Act, 1969,are not covered under the competition law. The apparent effect of the two being quite similar, there is a considerable possibility that a situation very close to unfair trade practices may be held to be an abuse of dominant position. The difference being very close, the article looks at the penalty handed out to DLF Ltd for abuse of dominant position from this perspective.
From the point of choosing the appropriate business structure to the scope and extent of necessary contracts, there are numerous legal issues to address when starting a company. While certain legal issues may even bring a start-up to a grinding halt if neglected, there are many others that are possible to be handled with ease, provided you have the right information to make timely decisions. Given their importance across sectors, the following issues and details will be covered in “Legal For Startups”.
• Legal Aspects for Starting Up:
• Contractual safeguards:
• Employees and workplace regulations:
• Data Protection
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
Update on Unconscionable Conduct and Good Faith Developments in Australian Law - Presentation for Prof Justin Malbon's Consumer Law Class, Monash University Faculty of Law, 19.05.10
The globalised business environment of today necessitates a strong network of global vendors that play a critical role in the business and can help bring considerable opportunities.
An overview of Mercantile Law in PakistanAyesha Majid
This overview of business laws of Pakistan is a very brief description of common forms of businesses adopted by private and public sector investors in Pakistan. An attempt has also been made to outline general requirements and regulatory regimes for each of these forms of businesses in Pakistan.
Explores factors related to copyrights including what is protected, the company development cycle, rights and registration. Trademark factors include what is protected, common law rights, registration, clearance searches and filing strategies.
5 Tips on Legally Protecting Your Small Business | Abogado AlyAbogado Aly
Abogado Aly identifies five tips for legally protecting your small business. If you're interested in learning more. Please visit abogadoalybusiness.com.
Online Legal Research: Tools, Tips and Tricksjaredcorreia
Major online research options are reviewed, including tips for leveraging various databases, like FastCase. 6/14/14 presentation for the Missouri Bar Solo & Small Firm Conference.
Technology Tips for Legal Aid AdvocatesKate Bladow
A presentation for the 2011 Virginia Annual Statewide Legal Aid Conference.
This variation on the presentation that is done regularly at NLADA's Annual Conference and the ABA EJC covers general tips and tricks for how to use technology.
Your venture needs extreme care when it comes to running it successfully and without hassle. We at legistify work so that startups and entrepreneurs do not suffer legally.
While expert guidance is required for all legal compliances and guidelines here are a few tips you should be thorough with to avoid any ynwanted legal problems.
To know more visit www.legistify.com
Banks will thoroughly go through all the documents of the property submitted by a home loan seeker.Legal Verification of a property is an important step in the processing of a home loan. Banks usually make a careful study into the details of a property before approving a home loan.
Here's my "Artist's Guide To Owning & Operating a Business." It's for creative entrepreneurs that want to help get their business up and running quickly. Contact my office to supercharge the findings in my report!
Dropshipping is an increasingly popular ecommerce model that allows online sellers to offer products without holding any inventory. While fast and convenient, some question if dropshipping is completely aboveboard. In this comprehensive guide, an experienced dropshipping agent provides clarity around the legality of dropshipping. They offer tips to ensure your business operates ethically and legally.
The author first reassures that dropshipping is legal in most parts of the world. However, there are important factors to consider for staying compliant. These include properly registering your business, collecting and remitting sales tax, declaring imported goods, adhering to consumer protection laws, obtaining required licenses, vetting suppliers, respecting intellectual property rights, and building trust through transparency.
Being forthright about using dropshipping is strongly advised. Failing to disclose it could be deemed fraudulent misrepresentation. The author also delves into tricky areas like taxes and customs duties. While complex, fully complying with regulations demonstrates you run an above-board operation. Formal contracts with suppliers are recommended to avoid misunderstandings.
Vetting suppliers and merchandise is encouraged to avoid legal issues, as dropshippers are still responsible for quality. Conducting due diligence shows you take reliability and consumer protection seriously. Following laws and guidelines builds immense trust with customers and suppliers. It gives dropshipping agents credibility in an industry rife with scams.
In summary, the author reiterates that with proper precautions, dropshipping is a legitimate model. While staying completely legal takes diligence, the benefits make the effort worthwhile. Peace of mind comes from knowing your business operates ethically. This article provides dropshippers a roadmap for maintaining compliance. If considering dropshipping, use these tips to ensure your business follows all applicable rules and regulations.
At LegalShield, we’ve been offering legal plans to our members for 45 years, creating a world where everyone can access legal protection—and everyone can afford it. Unexpected legal questions arise every day and with LegalShield on your side, you’ll have access to a quality law firm 24/7, for covered personal situations. From real estate to speeding tickets to Will preparation, and beyond, we’re here to help you with any personal legal matters—no matter how traumatic or how trivial it may seem. Because our dedicated law firms are prepaid, their sole focus is on serving you, rather than billing you.
Analysis of legal principles to real estate contracts in Ontario, Canada, including specific performance, action for damages, certificates of pending litigation, cautions and related matters.
These tips, pointers and information are intended for persons who must attend for cross-examination or examination for discovery in a civil proceeding in Ontario. There are some procedural differences between cross-examination and discovery but generally, preparation for the examination is the same.
In this paper, Toronto lawyers Evelyn Perez Youssoufian and Orie Niedzviecki discuss the impact of an important case in the commercial arbitration and the supervision of arbitration by the Superior Court of Justice of Ontario.
The Ontario Superior Court decision of Farah v Sauvageau Holdings Inc., 2011 ONSC 1819, resolves many issues regarding orders and awards in arbitration proceedings. The application was brought because there were novel issues raised in its underlying arbitration. In his decision, Justice Paul Perell addresses several important issues, some brought up at the Superior Court for the first time, which should be taken into account by both arbitrators and arbitral counsel when conducting an arbitration.
This paper discusses the issues of orders and awards in an arbitration as raised by Farah v Sauvageau; including an arbitrator's jurisdiction to make orders affecting non-parties, Mareva injunctions, Anton Piller orders, Norwich orders, orders for interim preservation of property or orders for Certificate of Pending Litigation. It also discusses whether it is or when it may be appropriate for arbitral counsel to have ex parte communications with the arbitrator.
The also paper discusses whether an arbitral award can become an order of the court without resorting to the procedure in s. 50 of the Ontario Arbitration Act, 1991, in any circumstance (even an ex parte award).
The authors are members of ELLYN LAW LLP Business Litigation & Arbitration Lawyers, a Toronto law firm, specializing in dispute resolution for small and medium businesses and their shareholders. The firm is a member of the International Network of Boutique Law Firms (www.inblf.com), a prestige network of specialized law firms who have demonstrated pre-eminence their practice fields. Ellyn Law LLP is INBLF’s designated Toronto firm for shareholder disputes and arbitration. The authors were counsel on Farah v Sauvageau, and have been counsel on various international arbitrations.
This paper is for information only. It is not legal advice. It was presented at a legal seminar presented in Toronto on October 26, 2012.
This article is an excerpt of the Canada Chapter of International Liability of Corporate Directors, 2nd edition, published by Juris Publishing in February 2013. This excerpt excludes numerous aspects of the full chapter, particularly in reference to offering corporations, national corporate reporting, the supervisory role of the securities commissions, insider trading, prospectus violations, director loans and directors’ and officers’ liability insurance and indemnification of officers and directors. Further, some sections have been abridged. The full article should be consulted for the omitted aspects and for a more complete analysis of the applicable law. This article is not legal advice and is intended solely as information. Further information can be obtained from the authors.
In Canada, there is a large body of statutory and common law which provides guidance about the standards of conduct expected from directors and attaches personal liability for failing to meet those standards. Directors now owe expanded duties to shareholders, employees, creditors, and other stakeholders and are increasingly being held personally responsible for the corporation’s conduct. Liability attaches under the Canada Business Corporations Act (CBCA), and under provincial corporations acts, most of which are similar to the Ontario Business Corporations Act (OBCA). This article deals only with liabilities under business corporations.
Commercial Arbitration is a process which depends on the consent of the parties. Only parties to the arbitration agreement can be affected by the arbitrator's award. In this article, the authors review a recent judgment of the Ontario Superior Court of Justice which set aside an arbitrator's award which made orders against third parties.
The case concerned a business transaction for the sale of a collection agency. The sale closed but the purchaser, a corporation operated by a lawyer, thought it had been defrauded by the seller. The purchaser commenced a claim in court attempting to place a certificate of pending litigation on the seller's house but then decided that he wished to arbitrate the dispute under the arbitration clause in the sale agreement.
After the arbitrator was consensually selected, the purchaser made a motion to the arbitrator without notice to seek a Mareva Injunction. A Mareva injunction is an order which restrains the defendant from disposing of his assets until the lawsuit has been concluded. It is typically obtained where there is reason to fear that the defendant will remove his assets from the jurisdiction before the case is completed and thereby avoid enforcement of any judgment which may be obtained. Typically, the order is also directed at banks and others who have financial dealings with the defendant, in the hope that they will freeze the defendant's accounts.
In the case discussed in the article, the claimant sought a Mareva injunction from the arbitrator without notice to the defendant. The arbitrator granted the order including an order directing banks to freeze the defendant's accounts. The claimant then filed the arbitrator's order in the court office without following the proper procedure to turn it into a court order. On a motion to the Court, the judge, the Hon. Justice Paul Perell, discussed in detail the principles affecting arbitral awards made without notice and whether an arbitrator can make an order which affects parties who are not involved in the arbitration. After an exhaustive analysis which is explained in the article, the Court decided that the arbitral order had to be set aside. The judge also called the arbitral award filed in the court office "bogus" because the correct procedure had not been followed.
Orie Niedzviecki, a partner of Ellyn Law LLP Business Litigation and Arbitration Lawyers, Toronto, and Evelyn Perez Youssoufian, an associate of the firm, were counsel for the seller. Assisted by Igor Ellyn, QC, CS, FCIArb., Senior Partner of Ellyn Law LLP, they explain the issues and legal principles enunciated by Justice Perell in this article.
The hallmark of international commercial arbitration is the right of parties to select the law to govern their dispute. However, choice of law or party autonomy is subject to limits. Sometimes arbitrators are obliged to apply the mandatory law of a jurisdiction contrary to the will of one or more of the parties. The scope of these issues was discussed by Igor Ellyn in a presentation to the NY State Bar Association and Cornell University at the Bloomberg Center in New York in March 2008. These power point slides summarize the presentation.
Enforcement of a U.S. or international judgment in Canada requires expert knowledge of Canadian law and procedure.
Courts in Ontario, Canada, which includes the Greater Toronto Area, are receptive to the enforcement of final and conclusive foreign money judgments is subject to certain statutory exceptions and procedural requirements. This article explains the law and procedure applicable in Canada, with emphasis on the Province of Ontario, where one-third of Canada's population resides.
The authors are business litigation and arbitration lawyers in Toronto, Canada. This article is an excerpt of a chapter of which they are authors which comprehensively deals with the law of enforcement of foreign money judgments in Canada.
Igor Ellyn, QC, CS is a leading Toronto litigation lawyer, chartered arbitrator and mediator, who specializes in shareholders disputes and arbitration. In this highly informative presentation, Mr. Ellyn discusses litigation and arbitration of shareholder oppression cases.
Business litigation is usually about numbers. The damages, value, financial analysis and appraisal you need to prove your case will often require the opinion of an independent financial expert such as a business valuator, forensic accountant, economist, appraiser or any of a panoply of other financial experts.
The expert's evidence could make or break the case. So it's important to engage counsel who knows the rules and an expert whose opinion will be accepted by the court.
In this interesting presentation, Igor Ellyn, QC, CS, FCIArb, a senior business litigation and arbitration counsel in Toronto, Canada, discusses the law affecting the use of financial experts and best practices to make their evidence most effective. Mr. Ellyn was assisted by Evelyn Perez Youssoufian, also, a business litigation and arbitration lawyer. Both are members of Ellyn Law LLP.
The following topics are discussed:
- What an expert witness should accomplish
- Determining when to use a financial expert
- What kind of financial expert do you need?
- Types of financial expert witnesses
- Factors to consider when hiring the expert
- New developments in presentation of expert evidence
- Conflicts of interest and disclosure
- Litigation privilege relating to expert reports
- Best practices for qualifying a financial expert
- Limits of admissibility of expert evidence
- Preparing the financial expert to testify at the hearing
- Preparing for cross-examination of the opposing expert
- The Court’s power to appoint an expert
- Counsel’s role in the content of the expert’s report
This presentation was prepared for a legal conference which took place in Toronto on May 30, 2013. The contents are not legal advice. Please contact the author if you have any questions.
Small and medium sized businesses are the engines which drive the North American economy. Increasingly, people go in to their own business. Often spouses and other family members are in business together. Because of mutual trust and sharing which exists at the start of these arrangements, spouses tend not to make agrements about what will happen if the marriage breaks down.
When spouses who are in business together divorce, there are also consequences for the business. Who will keep the business? What will the spouses be able to work together? How much is the business worth? Who should buy the business? How will a buyout be funded? These questions are just the tip of the iceberg.
In this PowerPoint slide presentation, we provide useful information about the legal problems confronting separating or divorcing couples who are in business together. By reviewing these slides you will gain important insights about the issues lawyers have to deal with in these situations. What law applies? What other kinds of experts do you need? What legal advice will you need to find a workable resolution? What evidence will you need if the case has to go to trial? What procedure must be followed? If you are in business with your spouse or life partner, the information in these slides provides a few pointers about Ontario law even if the relationship is continuing. Sometimes, a unanimous shareholders’ agreement or some strategic advice can help avoid expensive litigation down the road.
These slides were part of a presentation at a lawyers conference conducted by Osgoode Professional Development in Toronto on March 27, 2012. They are intended as information only and not legal advice.
The authors are experienced litigation and arbitration lawyers in Toronto, Ontario, Canada, who act on complex shareholder disputes, typically involving closely-held corporations.
Corporate Law and Family Law at the Crossroads: Spouses as Shareholders in Canada 2012
Small and medium sized businesses are the engines which drive the North American economy. Increasingly, people go in to their own business. Often spouses and other family members are in business together. Because of mutual trust and sharing which exists at the start of these arrangements, spouses tend not to make agrements about what will happen if the marriage breaks down.
When spouses who are in business together divorce, there are also consequences for the business. Who will keep the business? What will the spouses be able to work together? How much is the business worth? Who should buy the business? How will a buyout be funded? These questions are just the tip of the iceberg.
In this PowerPoint slide presentation, we provide useful information about the legal problems confronting separating or divorcing couples who are in business together. By reviewing these slides you will gain important insights about the issues lawyers have to deal with in these situations. What law applies? What other kinds of experts do you need? What legal advice will you need to find a workable resolution? What evidence will you need if the case has to go to trial? What procedure must be followed? If you are in business with your spouse or life partner, the information in these slides provides a few pointers about Ontario law even if the relationship is continuing. Sometimes, a unanimous shareholders’ agreement or some strategic advice can help avoid expensive litigation down the road.
These slides were part of a presentation at a lawyers conference conducted by Osgoode Professional Development in Toronto on March 27, 2012. They are intended as information only and not legal advice.
The authors are experienced litigation and arbitration lawyers in Toronto, Ontario, Canada, who act on complex shareholder disputes, typically involving closely-held corporations.
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 .
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.
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.
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.
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.
Visit Now: https://www.tumblr.com/trademark-quick/751620857551634432/ensure-legal-protection-file-your-trademark-with?source=share
The Business Legal Checkup Preventive Advice for the Legal Health of Your Business
1. OCTOBER 2008
The Business Legal Checkup:
Preventive advice for the legal health of your Business
This article appeared in the October 2008 issue of the Better Business Bureau
Newsletter. It is sent for your information and not as legal advice.
Igor Ellyn, QC, CS and Orie Niedzviecki, Partners
Ellyn Law LLP, Business Litigation Lawyers, Toronto
www.ellynlaw.com
More than 250 years ago, Benjamin Franklin famously said, "An ounce of prevention is worth a
pound of cure". He was advising Philadelphia homeowners to insure their homes against fire to
avoid catastrophic losses. Franklin’s advice is just as applicable today to the legal issues of your
business.
In this article, we explain a new legal service, Canadian Business Legal Checkup, an audit of legal
matters affecting your business. Business Legal Checkup is a diagnostic tool most small and
medium size businesses could use to verify if legal aspects of their operation comply with the law
and to minimize risk, litigation and expense. When the Business Legal Checkup is completed, the
business owner receives a lawyer’s report red-flagging matters which need correction,
improvement or further legal advice.
A closer look at the Business Legal Checkup
Your business is built on a foundation of laws and legal procedures. As a prudent business owner,
you have probably considered the following legal matters:
• You had to incorporate your business. The corporation has been properly set up. All shares are
properly issued. Directors and officers have been appointed. The corporate minutes and register
are up-to-date.
• You and other directors of the corporation know exactly what your duties and liabilities are. All
directors are protected from liability by sufficient insurance coverage.
• You have a shareholders’ agreement so that all shareholders know their roles. All partners are
treated fairly. There is an orderly method for valuation and termination of the corporation. You
understand the minority shareholders rights requirements of the Business Corporations Act.
• You filed a business registration and have a system to renew it before expiry and you have
registered any business names that you are using.
• You filed trademark, patent and copyright applications to protect the intellectual property of
This article first appeared in the October 2008 Newsletter of the Better Business Bureau of Central
and Mid-western Ontario. It is intended as information only and not legal advice. For further
information, please contact Igor Ellyn at iellyn@ellynlaw.com or 416-365-3750.
2. 2
your business.
• Your URL (web address) is trademarked. You have audited your website to check for breaches of
privacy law, defamation and technology law issues. Your online sales portal is set up to avoid legal
problems with privacy law, identity theft and contract issues.
• Your licencing and registrations are up-to-date. If your salespeople have to be registered or
licenced, you have a system to ensure that their registrations are up-to-date and that their
regulatory requirements are being monitored.
• You have a long term lease for your plant or office. You had your lease vetted by a lawyer. You
know what it says, including the extra rent the landlord can demand. You know the deadline for
your right to renew.
• You use several legal standard forms and contracts in your business. These have all been vetted
by a lawyer to comply with applicable laws including the PPSA, the Interest Act, the Consumer
Protection Act, the Sale of Goods Act, the Mercantile Law Amendment Act and the Bills of
Exchange Act and contract law.
• If you extend credit, you know that your service charges don’t exceed the "criminal rate of
interest".
• You know prohibitions against misleading advertising and unfair competition in the Competition
Act.
• You understand the privacy legislation and you have a system to ensure that you comply each
time you collect, use, or disclose personal information.
• Your employees have signed agreements which spell out the length of notice they are entitled to
receive if you terminate their employment. You know who is entitled to how much and what to do
if you decide to terminate an employee, whatever the reason. You understand your obligations
under the Employment Standards Act.
• Your employees have all signed non-competition covenants and non-solicitation agreements to
prevent them from taking away your best clients, business procedures, best employees and trade
secrets if they leave to set up shop on their own.
• You have a procedure to prevent violation of the Human Rights Code and you know the
protected grounds of discrimination. You also understand all of the elements of sexual harassment
and you know how to deal with it.
• You know your company’s rights and obligations under the Workplace Safety Insurance Act and
the Occupational Health and Safety Act.
• You have liability and multi-peril insurance and you know what it covers.
• Your manufacturing and distribution processes are set up to avoid potentially devastating
product liability and class action lawsuits. You have minimized risks.
• You keep up-to-date with changes in the law which affect the corporate, contractual, insurance
and employment law issues in your industry.
• You have complied with the filing requirements for income taxes, sales taxes and GST. You have
had your business and municipal tax assessment vetted.
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• You know what precautions to take to help prevent litigation.
• If you are about to get involved in litigation, you have an action plan to maximize your chances
of success and to keep the cost in check. When hiring a lawyer, you know what you need and what
to expect.
Stop the presses – before we continue – do we hear you saying there are many items on this list
that you haven’t looked after, that you haven’t thought of or which could be updated?
We’re not surprised. In our experience, small and medium-sized business owners don’t get around
to dealing with many important legal issues involved in organizing their business relationships with
partners, shareholders, customers, employees and government and in preventing or managing the
risk of expensive litigation. Often, agreements are not fully thought through.
Small business owners tend to do only what they absolutely have to do to comply with the law and
are reluctant to spend money for top drawer legal services when an inexpensive shortcut appears
to do the trick. Your focus is getting your business up and running, getting your product to
market, making sales and keeping costs down. You could be lucky and run your business for years
without anything going wrong.
Fair enough, but if you disregard preventive legal measures like the ones mentioned, your business
is like a driver without a seatbelt in a car that has never been serviced ---in other words, a
catastrophic accident waiting to happen.
Here are two examples of business legal nightmares that could have been easily avoided with a
program of preventive law such as the Business Legal Checkup. These are actual cases, decided in
Ontario courts:
• A Toronto RV dealer sold a motor home to a customer. After using it for a couple of weeks, the
customer complained that the salesperson had misled him about a "rental program" and brought
the motor home back and refused to make any payments. The dealer sold the motor home as a
used vehicle and suffered a $25,000 loss for which it sued the customer.
The Ontario Court of Appeal decided that customer was entitled to return the RV and cancel the
contract because the salesman’s Motor Vehicle Dealers Act registration expired and was not
renewed. This made the contract illegal. The RV dealer didn’t have a system to check if all their
salespersons’ registrations were current. The dealer not only lost $25,000 but also had to pay
about $30,000 to their own lawyer and almost that much in legal costs to the customer’s lawyer. A
Business Legal Checkup could have saved this business most of the $100,000 and a lot of
aggravation.
• A southwestern Ontario company was a wholesale distributor of car alarm systems, which
started as a basement operation and developed into a successful business. The owner used
contract forms he found on the internet. Why pay a lawyer when forms were right there for the
taking? His standard form contracts had statements that he didn’t fully understand but if they
were on the internet, they must be OK. He didn’t have a lawyer check them. The standard form
agreements didn’t create a problem for several years.
The distributor extended credit to CAG, a company owned by a Mr. Don for more than $90,000
worth of car alarms. He wasn’t worried about payment because Mr. Don signed the standard form
contract --– the one he found on the internet for free --- which stated that Mr. Don was personally
liable for everything CAG ordered. When CAG went out of business, the distributor sued Mr. Don.
The Ontario Court of Appeal dismissed the claim against Mr. Don because the personal liability
clause in the standard form agreement was unclear and was capable of two meanings. The
distributor didn’t recover his $90,000 and had to pay legal fees to his own lawyer and costs to Mr.
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Don’s lawyer. A Business Legal Checkup could have saved him almost $150,000 and possible
financial ruin.
These examples are the tip of the iceberg. As you read this article, you can probably think of
other examples that affected your business. In each case, it’s more than the legal expenses that
are at stake. The business owner has to devote time and sleepless nights to the legal dispute and
loses time from running the business.
How does a Business Legal Checkup work?
• You will be asked to complete some forms to provide confidential information about your
business.
• You will have a discussion with the lawyer to assess the scope of the Business Legal Checkup. For
example, it doesn’t cover tax law, environmental law or succession planning unless special
arrangements are made.
• A basic Business Legal Checkup will provide a diagnostic review of the legal status of the
following issues in your business: (1) Set up and governance of your corporation; (2) Relationships
among the owners of the business; (3) Relationships with employees; (4) the contracts and forms
used in the business; (5) Competition Law and Illegal Advertising; (6) Intellectual Property, Trade
Secrets, Confidentiality and Privacy; (7) Safety and risk management; (8) Risk analysis and
efficient management of existing litigation; (9) Internet Issues; (10) Regulatory licencing issues.
• A Business Legal Checkup can also be customized to meet the business owner’s specific
requirements. This may require consultation with outside legal experts.
• In preparation for the Business Legal Checkup, you will be asked to provide documents and
information concerning each category of the analysis.
• After the documents have been reviewed by a lawyer, consultation may be required with other
lawyers. Further clarifications may be required from you and other senior officers of your
business.
• A report will be prepared explaining the status of each topic and red-flagging issues which
require attention and indicating their level of urgency.
• When the Business Legal Checkup report is ready, the business owner may prefer to have the
Business Legal Checkup lawyer or legal team present the findings orally. An oral presentation
followed by a Q&A session can assist the business owner to plan the next steps efficiently.
• The Business Legal Checkup legal team will facilitate referrals to lawyers who are specialized in
resolving the legal problems identified by the Business Legal Checkup.
How much will a Business Legal Checkup cost?
For a small startup business with less than five employees, operating out of a single location and
having only one business entity, a Business Legal Checkup can usually be completed for about
$5,000 if there are no unusual problems.
Who needs a Business Legal Checkup?
Every business needs to know whether its legal processes are efficiently compliant with the law.
Public corporations are obliged to provide certain levels of legal compliance to government and
regulatory bodies. A small private corporation does not have the same levels of mandatory
compliance but failure to do so voluntarily is like the proverbial ostrich with its head in the sand.