Business Law
The rules, procedures and leading cases behind Ontario corporations.
Business law rewards the owner who reads first and signs second. These guides cover the decisions that shape a company for years: incorporating provincially under the Ontario Business Corporations Act or federally under the Canada Business Corporations Act, and what each route actually costs you in administration; what a shareholder agreement should settle while everyone still gets along; how a share purchase and an asset purchase divide risk differently, and why buyers and sellers usually want opposite structures; what duties directors owe and to whom, following Peoples v. Wise and BCE; how the oppression remedy protects minority owners and who is allowed to bring one; and why restrictive covenants drafted too broadly tend to fail. Each guide is written for the owner, not for another lawyer. Where the rules have changed recently, or change often — director residency and beneficial-ownership registers both have — we say so instead of leaving a number to go stale.
Incorporating in Ontario: OBCA vs CBCA
Provincial vs federal — and what you set up either way.
GovernanceDirectors' duties: BCE Inc. and Peoples v. Wise
To whom directors owe their duties.
ShareholdersThe oppression remedy: protecting minority shareholders
One of the broadest tools in Canadian corporate law.
AgreementsWhy every corporation needs a shareholder agreement
The rules you set among owners before disputes arise.
TransactionsBuying or selling a business: asset vs share deals
The two common structures and who prefers each.
ContractsNon-competes and restrictive covenants: Shafron v. KRG
Why overly broad clauses are often unenforceable.