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Articles of InterestTHE DUTY OF GOOD FAITH IN CANADIAN CONTRACT LAW
Does this apply to precontract negotiations? As result of a relatively recent decision of the Supreme Court of Canada, and several follow-up cases, it is clear that parties to a contract have a duty to carry out their responsibilities under the contract in good faith...
AVOIDING THE GOTCHA AS A SELLER
Several recent experiences in midmarket M&A transactions have caused me to insist on an unusual representation and warranty from Buyers. In some cases, buyer’s advisers are likely to conduct such extensive due diligence investigations that the Buyer may...
The Butterfly Reorganization
In a different article dealing with resolving shareholder disputes, I dealt with a couple of alternatives to resorting to litigation as a solution. In some circumstances, particularly if the parties are capable of more reasonable discussion, and the nature of the...
Resolving Shareholder Disputes without Destroying the Business
When the shareholders of a business can no longer work with each other without serious disagreements and acrimony, the business and the value of each shareholder’s interest in the business will quickly deteriorate, especially if no shareholders’ agreement exists to...
Estate Freeze and the Capital Gains Exemption
The concept of an estate freeze has been the subject of considerable commentary for about 50 years, going back to when Canada first started taxing capital gains. An estate freeze is a transaction in which the owner of an asset crystallizes and fixes the value of...
The Importance of Shareholder Agreements
Any business that has two or more shareholders or equity investors should seriously consider having a shareholder agreement to protect not only the shareholders but also the business itself. Too often, the shareholders of a start-up business are reluctant to...