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Dolgin Professional Corporation

Can the Business Afford Your Death? Time to Revisit Your Shareholder Agreement!

Most shareholder agreements do (or should) contemplate the use of life insurance proceeds to fund the cost to buyout a deceased or disabled partner. However, in the early days of a new venture and having completed the process of putting … Read More »

Posted in General, Mergers & Acquisitions, Shareholder Agreements, Startups, Technology | Leave a comment

Selling Your Business: How to Navigate the Bulk Sales Act

Odds are that, unless you are a lawyer or experienced with M&A transactions, the words “Bulk Sales Act” will mean nothing to you. However, if you are preparing to sell your business by way of a sale of assets and you … Read More »

Posted in Mergers & Acquisitions, Technology | Leave a comment

Startups 101: Share Capital Basics

In planning the set up of your new start-up company, one of the critical decisions will involve what types of share classes to include in your articles of incorporation. Both commercial considerations and tax planning factor strongly into this discussion. … Read More »

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Trust, Integrity and Drafting Contracts

Here’s a scenario you may be familiar with: You’re involved (with or without your lawyer) in trying to get a contract with a customer or someone else finalized and signed.  There are various drafts and redrafts. While you check to … Read More »

Posted in Contracts, General, Negotiation | Leave a comment

How to Manage “3rd Party Issues” and Close Your Deals Faster

As a transactions lawyer, it is essential to maintain maximum control over a deal at all times. Part of this “control” involves managing the internal issues between the parties to the deal and opposing legal counsel. This is relatively easy … Read More »

Posted in Mergers & Acquisitions, Technology | Leave a comment

How to Execute A “Litigation-Free” Technology Start-Up & Avoid Getting Sued by Your Current Employer

I consult regularly with clients who have good paying, secure, senior corporate jobs and, inevitably after years of dissatisfaction and/or a need to “answer the calling“, they decide to carefully plot out the steps necessary to make a clean and … Read More »

Posted in Corporate Divorces, Employment, General, NDAs, Startups, Technology | Comments Off

How to Resign as a Corporate Director … the #1 Most Popular Mistake!

Here’s a very common Ontario corporate law mistake I’m asked to address several times each year. [I suspect this might have equivalent application to you if you are outside Ontario but please check with a corporate lawyer in your home … Read More »

Posted in Corporate Directors, General, Startups, Technology | Comments Off

Should You Become a Director of a New Technology Start-up?

One of the most frequently asked questions I hear in my role advising technology start-ups is: “Do I have any potential personal liability as a new director/officer of a technology start-up?” At the outset, let me refer you to a … Read More »

Posted in General, Startups, Technology | Comments Off

Taxes … Friend or Foe?

One of the great things about starting and operating a business in Canada are the considerable potential tax benefits. There are lots of ways to lawfully reduce the tax burden … both in terms of the taxes you pay on … Read More »

Posted in General, Startups | Comments Off

Want to Negotiate Better Agreements? Focus on Content + Timing

I truly have the best job in the world.  Why? Because in serving my clients, I learn everyday about what works and what doesn’t work in the REAL WORLD of starting, growing and selling businesses. My incremental knowledge base and experience grows … Read More »

Posted in Contracts, General, Negotiation | Comments Off

Does My Ex-Spouse Get My Private Company Shares? Time to Set the Record Straight!

This is a really important question that I get asked frequently by my clients. Unfortunately, there are a number of “myths” out there on this topic … so I thought I would clarify the current law in this area. Sometimes … Read More »

Posted in Corporate Divorces, General, Mergers & Acquisitions, Raising Angel Money, Shareholder Agreements, Startups | Comments Off

Employee Retention: Do “Stay Bonuses” Really Work?

I just finished reading a fantastic book called Built to Sell by well-known author and columnist John Warrillow. It’s extremely well written in a very engaging, fictional style that makes this 150-page inexpensive book easy to read, cover-to-cover, in quiet … Read More »

Posted in Employment, Mergers & Acquisitions, Startups, Technology | Comments Off

How to Pick the “Perfect Partner” … Lessons from A Family Lawyer

I had a really interesting lunch earlier this week with veteran Canadian family law lawyer Andrew Feldstein of Feldstein Family Law Group. As a child of divorced parents, I couldn’t resist asking Andrew to give me his take on how … Read More »

Posted in Corporate Divorces, General, Startups, Technology | 1 Comment

Are there Any “Phantom Shareholders” in Your Corporate Closet?

My last post focused on the problem some companies suffer from by having “too many shareholders” and options to remedy this situation. Now I want to discuss a different but equally painful problem … that of the “phantom shareholder“. But first … … Read More »

Posted in Employment, General, Mergers & Acquisitions, Startups, Technology | 3 Comments

Does Your Company Suffer From Too Many Shareholders? … Read On!

In the early days of many start-ups, the search for cash is relentless. As my readers know from one of my recent posts, cash is the “oxygen” that feeds all start-ups. In those early days, it’s not uncommon to take cash … Read More »

Posted in General, Shareholder Agreements, Startups, Technology | 2 Comments