Insights

The practice of law is changing every day, and the effect of changing legislature on businesses is significant. We write about recent developments in the world of tax & business law, keeping a watchful eye on the changing landscape for our clients. See what we’re thinking about, and what your business should be looking out for.

  • Cameron Headshot (1)By Cameron MacCarthyJuly 25 2017
    Business LawBest practices for board of directors meetings

    Clients often ask about the role and responsibilities of being a corporate director and whether or not they should accept an offer to join a board of directors (referred to in this blog as a "Board"). Although the decision to join a Board is ultimately a personal one and an experience that can be both personally and professionally rewarding, it is a decision that should be carefully made after completing adequate due diligence and obtaining a full and complete understanding of the needs of the business and the other people involved at the Board and management levels of a corporation. In completing this due diligence, it is important to gain a firm understanding of how the current Board operates, its strengths and weaknesses and the ways in which one’s involvement can help improve its functionality and effectiveness. No two Boards are the same and the challenges and complexities facing the Board of a closely-held small to medium enterprise will differ from those facing the Board of a large public company. That being said, there are a number of best-practices that can be adopted by every Board to improve governance, increase effectiveness and mitigate the risks inherent in acting as a corporate director. 

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  • Cameron Headshot (1)By Cameron MacCarthyJuly 11 2017
    Business LawThe Devil is in the Details Common Drafting Mistakes in Shareholder Agreements

    This is the first article in a two part series discussing common issues arising from or related to shareholder agreements. 

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  • Cameron Headshot (1)By Cameron MacCarthyJune 20 2017
    Business LawDefend against an unsolicited take-over bid

    Recent changes to Canadian securities laws (as of May, 2016) have created longer time frames and higher tender bid thresholds, amongst other things, in respect of take-over bids. These changes have been implemented to improve the integrity of the take-over bid regime. However, the receipt of an unsolicited take-over bid is still something that a target’s board of directors is often unprepared for. Thus, a target may be left scrambling for possible alternatives to combat or defeat such a bid, with little time to do so.  Therefore, evaluating some of the tactics available to an issuer defending against an unsolicited bid still warrants discussion and consideration.

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  • Cameron Headshot (1)By Cameron MacCarthyJune 13 2017
    Business LawLocking the Box to Avoid Price Chipping

    Traditionally, change in control transactions in Canada involving private targets have been completed using a "closing accounts" pricing mechanism under which the parties agree to an enterprise value (often an EBITDA multiple) and a price on a "cash free, debt free" basis. Consideration paid on closing is based on estimated values which are then subject to a post-closing true up. 

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  • Cameron Headshot (1)Adam Rock (2)By Cameron MacCarthy and Adam RockMay 10 2016
    Business Law Canadian Securities Administrators Impose Increased Reporting Requirements for Exempt Market Distributions

    Effective June 30, 2016, issuers will be subject to increased reporting requirements for exempt market distributions with the introduction of a new version of Form 45-106F1, which will apply to exempt market distributions in all provinces and territories of Canada, including British Columbia.

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  • Cameron Headshot (1)By Cameron MacCarthyJanuary 29 2016
    Business Law Alberta's New Royalty Regime Presents Opportunities for Efficient and Precise Oilfield Service Operators

    Today, Premier Notley publicly announced Alberta's new royalty regime. Among other things, this regime incentivizes the energy sector to reduce costs by introducing a 5% royalty rate until the producer's revenue surpasses the industry average drilling and completion costs. 

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