• An institutional Canadian client wanted to know whether it could change its by-laws to provide for multiple voting rights of directors. We consulted with leading Canadian counsel on the matter, neither of whom had ever heard of such a thing. Through some intense research efforts, careful drafting, and acquiring an in-depth understanding of our client’s objectives, we were able to address unique circumstances by crafting amendments to provide for multiple voting rights of directors.
• Clients are often concerned about disclosing confidential information to a competitor, whether for a single purpose venture or on the possible sale of a business. We know how to negotiate the right type of Confidentiality Agreement so that if the deal doesn’t complete, the disclosing party has managed its risk around disclosed information being used by the recipient to the discloser’s detriment.
• How do you craft a shareholders agreement with a fair and realistic exit strategy for three founding shareholders, at different stages of their lives where the company’s revenues are taking off like a rocket ship? By using a mix of provisions involving life insurance, disability insurance, and free cash flow and working closely with a client’s tax and accounting advisors to make it work.
• We advised the founders of a software company and drafted a shareholders agreement where a potential logjam was averted when it came to an exit strategy whereby all shareholders could acquire and use certain intellectual property on an equal basis without being accountable to each other for profits arising from any commercialization. Law unique to copyright, and only copyright, enabled a solution.
• We regularly assist clients in strengthening up areas of their business relating to ownership of intellectual property created by their employees and consultants. One of our clients needed employee agreements in place to protect its intellectual property rights, but was concerned about the reception from long-time, loyal employees who were to be presented with comprehensive and restrictive agreements covering covenants and assignments of all work products created, including the intellectual property rights inherent in the same, in favour of the employer. We developed a protocol in this regard to minimize adverse feedback from employees and increase the likelihood of a positive reception.
• Over the years, we have worked on numerous shareholder disputes where one of the founders of the company is leaving (voluntarily or otherwise). Such situations tend to be complex and emotional. Often these disputes require clarification of intellectual property ownership rights (since seldom is anything in writing), non-competition discussions, purchase price negotiations, and due diligence to minimize risks around undisclosed liabilities. Many times shareholders don’t have full details of debts, obligations, nuanced indemnities and/or releases. There is often a jigsaw puzzle of agreements and documents in these situations and the pieces have to fit perfectly if the corporation hopes to be able to move forward and try to realize on its business objectives.