One of the earliest legal decisions founders of a new enterprise must make is one which has repercussions throughout the lifetime of the business. That decision is known as the choice of entity. When it comes to choosing a business structure, there is no such thing as “one-size-fits-all”. As such, lawyers and their clients must […]
The Supreme Court of British Columbia rendered the Tang v. Zhang decision in 2012. That decision has now been overturned by the British Columbia Court of Appeal. In the case, Mr. Zhang entered into a Purchase Agreement with the Vendors and paid a deposit of $100,000. Mr. Zhang failed to complete on the purchase, and […]
Although there are commonalities, no two commercial financings are the same. Typically, your legal counsel is not involved until after you have signed a letter of offer or credit agreement with your bank setting out the business terms of the financing. That said, we are happy to help at this stage with advice regarding the security you are being asked to provide. Where the bank is taking security for their loan, they [...]
We often get asked if oral contracts are enforceable. Generally, they are. The problem is proving the existence of the oral contract should you ever have to do so. We always recommend reducing your agreement to writing, but a court will enforce an oral agreement if you can provide enough evidence of the agreement. In addition to making it easier to enforce your agreement, putting an agreement in writing usually results in the parties [...]
In British Columbia, the Securities Act and the rules adopted by the British Columbia Securities Commission (“BCSC”) impose a number of obligations on corporations. One of the main objectives of the Securities Act and the BCSC is to protect investors when they invest in “securities”, such as shares of a corporation.
In the article entitled “Does the Securities Act Apply to My Corporation? The Answer Might Surprise You”, we noted that when a corporation issues shares it has to provide an investor with a “prospectus” unless the corporation can rely on an exemption from this requirement.
As business lawyers, we are often asked to clarify the role of the board of directors of a corporation. The general role of directors is to supervise the management of the business and affairs of the corporation. The functions of the directors include:
Where a proponent proposes a land use for Crown lands within a First Nation’s traditional territory, the Crown has a duty to consult the First Nation with respect to the effect on the First Nation’s traditional use of the land. Proponents are often very engaged in the consultation process, as it is the proponent who stands to gain from approval of the land use. Cases interpreting the Crown’s duty to consult are [...]
Did you know that Pushor Mitchell has lawyers qualified to practice in provinces other than British Columbia? For instance, Andrew Brunton is called in the Province of Ontario. His practice focuses on business law, real estate law and wills and estates. Andrew received his Bachelor of Commerce degree from Queen’s University in 2002 and his […]
When a lender takes a mortgage over First Nations land “owned” by a non-Band member, their security is different than the security they typically receive for mortgages on other land. In such a situation, the lender takes a mortgage over a leasehold interest in the land, not over the land itself.
In November’s issue of Legal Alert, we provided a brief summary of issues business owners should consider prior to selling their incorporated business. Our advice included starting the planning process early in order to maximize the value that a third party will place on the business. Part of that planning should include readying your business for a due diligence review by the purchaser. A purchaser’s due [...]
Studies have shown that a majority of Canada’s small business owners plan to retire within the next ten years. Many of these business owners plan to sell their business to either a family member or a third party. We believe that business owners hoping to sell should start the planning process as soon as possible.Asset Sale v. Share Sale
In an economy where credit is tight for certain purchasers of real estate, vendors may want to consider alternative financing arrangements in order to make their property more marketable. Vendors have two primary alternatives: to sell the property to the purchaser under an Agreement for Sale or to sell the property subject to a vendor take-back mortgage.