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Dolgin Professional Corporation

Repeal of Ontario’s Bulk Sales Act – Parting is Such Sweet Sorrow

They finally did it. The Bulk Sales Act (Ontario) (enacted almost 100 years ago) has now been officially repealed. If memory serves me correctly, Ontario was the last jurisdiction in North America to retain bulk sales legislation. I honestly did not … Read More »

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A Legal Post Mortem For Your Deceased M&A Transaction

Unfortunately, not ever deal closes. In fact, some deals should never close. Sometimes an agreement is signed but closing conditions are not satisfied or waived (giving the buyer a legal right to walk), sometimes a binding deal is never signed … Read More »

Posted in General, Management Buyouts, Mergers & Acquisitions, NDAs, Negotiation | 1 Comment

How a Company Dies – Voluntary Dissolutions in Ontario

Under corporate law, a corporation is a separate and distinct legal person and survives the death of its shareholders. However, corporate law recognizes that sometimes the shareholders will desire to “put down” their company. In rare cases, a government entity … Read More »

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Are Employee Bonuses Payable After Termination?

It is very common practice these days for employers to include significant bonus entitlements in employee contracts and bonus plans. These entitlements are designed to encourage employee retention and are often drafted so that, once an employee ceases to be … Read More »

Posted in Employment, General, Startups | Comments Off on Are Employee Bonuses Payable After Termination?

The Power to Dissent – Asset Sales & Minority Shareholder Rights

Many business exits are structured as a sale of all (or most) of a company’s assets. Unlike share sales (which are more “turn-key” in nature and result in an indirect purchase of a company’s entire balance sheet, contract, staff and … Read More »

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How “Fresh” is Your Consideration?

It has long been the case that, at law, an employer in Ontario who wishes to materially change an existing employment relationship (for example, by reducing the employee’s termination entitlements) must offer an employee “fresh consideration” for the new bargain. … Read More »

Posted in Contracts, Employment, General | Comments Off on How “Fresh” is Your Consideration?

M&A Price Adjustments – The Dangers of Using GAAP

M&A Practitioners around the globe are all too familiar with the use of GAAP-based mechanisms included in transaction purchase agreements to refine the negotiated purchase price based on the target’s actual closing financial position. But why bother to adjust the … Read More »

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Do Family Law Clauses in Shareholder Agreements Really Matter?

Let me paint an all too familiar scenario … in fact … maybe it’s even happened to you? You’re a shareholder in a private company and one of your fellow shareholders separates from his or her spouse. At some point, … Read More »

Posted in Corporate Divorces, General, NDAs, Shareholder Agreements | Comments Off on Do Family Law Clauses in Shareholder Agreements Really Matter?

How Corporate Reorganizations Impact Employee Rights

Corporate reorganizations are often necessary or desirable in the life cycle of many operating companies. They are often designed and implemented for bona fide tax or asset protection reasons. However, one aspect which often gets overlooked is the manner in … Read More »

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The Implications of Undisclosed Shareholder Agreements … When a Deal is NOT a Deal.

Consider a situation where you are subscribing for new shares (or buying already issued shares) of a private company in Ontario and the company has then in place a shareholder agreement negotiated and signed among ALL of its current shareholders … Read More »

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Can Notice-To-Reader Financial Statements Kill Your M&A Transaction?

In my years of helping clients sell their businesses, the quality of the sellers’ financial statements can have significant and adverse price consequences. For many businesses with sales under $10 million, unless they have outside investors or bank debt, they … Read More »

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How to Make an Earnout Work … Thoughts From the Trenches

In any M&A transaction, perhaps the most fundamental deal item to settle is price. Without agreement on price, there is no deal. A somewhat useful and popular tool used to “bridge” price negotiations is some form of “earnout” in which the … Read More »

Posted in General, Management Buyouts, Mergers & Acquisitions, Startups, Technology | Comments Off on How to Make an Earnout Work … Thoughts From the Trenches

A Quick Primer on Arbitration

Many commercial agreements contain arbitration clauses. Some are very short and simple while others are lengthy and complex. As a matter of law in Ontario, the ability to seek arbitration of disputes is something that the parties can agree to … Read More »

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Are You Personally Liable For Corporate Obligations? It’s All About The “Facts” and “Hats”.

In connection with my start-up practice, I am asked regularly by clients whether or not they are at risk of being held personally liable for corporate obligations. The short answer is “maybe” (I know … typical lawyer response!) … and … Read More »

Posted in Corporate Directors, General, Startups, Technology | Comments Off on Are You Personally Liable For Corporate Obligations? It’s All About The “Facts” and “Hats”.

Start-Up Financings: Considering LIFE AFTER Equity Crowdfunding

The topic of “equity” crowdfunding is most hot of late and securities regulators across Canada are considering/publishing proposals for comment on new rules to deal with the securities law implications (i.e., prospectus and registration exemptions) of how to handle this new … Read More »

Posted in General, Mergers & Acquisitions, Raising Angel Money, Share Capital, Shareholder Agreements, Startups, Technology | Comments Off on Start-Up Financings: Considering LIFE AFTER Equity Crowdfunding