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A client describes a situation that is steadily making life worse. Every attempt to improve it has failed. There are alternatives, but each carries a cost. The client rejects them all and returns to describing how intolerable the situation has become. At some point,...

I have practised law for 56 years, and I still love what I do. Much of that satisfaction comes from being an adviser to clients whose trust has developed over decades. Helping them think through a difficult decision remains work I find worthwhile. My circumstances...

One of the challenges that employers (both large and small) face when hiring a new employee for a senior position is crafting a termination provision that will be enforceable. This is particularly important for Canadian employers where court determined termination...

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...

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...

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...