Arbitration Clauses in Unanimous Shareholder Agreements

In order to avoid litigation, which, these days, many people view as being a particularly costly form of dispute resolution, some parties include arbitration clauses in their Unanimous Shareholder Agreements (“USAs”).  When such clauses are properly drafted, disputes are referred to an arbitrator rather than a judge.  Ironically, parties sometimes disagree whether an arbitration clause[…]

Revival of a Corporation

Revival of a Federal Corporation Whether your corporation has been dissolved voluntarily, for example, by special resolution of the shareholders, or involuntarily, for instance, by failing to file annual returns, it is possible to restore the corporation to its previous legal position.  This restoration process is known as revival, and it is relatively simple to[…]

Restrictive Covenants

Restrictive Covenants in Partnership Agreements Restrictive covenants are used to restrict a person’s conduct during and after a business relationship.  The most common (or at least known) manifestation of this kind of covenant is a non-compete clause.  Because these kinds of agreements restrain trade and competition, Courts are generally wary to uphold them unless it[…]

Letters of Intent

The Enforceability of Letters of Intent Before selling or purchasing a business, you may want to consider writing a letter of intent first.  A letter of intent “is a document usually signed by the parties early on that, in essence, demonstrates that each side is serious about the transaction.”[1]  Basically, it is an opportunity for[…]

Assets and Shares Purchase

There are two ways of buying and selling an incorporated business in Ontario: assets purchase and shares purchase. Today I’d like to briefly discuss them. (An unincorporated businesses under sole proprietorship or partnership may be sold through assets purchases only.) Assets Purchases: Typically, buyers prefer assets purchases. In this kind of sale, the buyer buys[…]