Archive for the ‘Business Law’ Category

Do You Have a Company Incorporated Under the Canada Business Corporations Act? If so, You Have New Disclosure Requirements

By Paul Tonita
Categories: Blog, Business Law
As you may be aware, as part of a multinational initiative to combat money laundering and tax evasion, there are new requirements under the Canada Business Corporations Act regarding beneficial ownership of federal corporations.

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Co-Ownership of Real Property: Sort It Out or Risk Having It Sold

By Jeremy Burgess
There are innumerable reasons that parties may find themselves co-owning real property with friends, family or business partners and just as many reasons why that co-ownership relationship may turn sour.

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Extras, Delays and Completion Dates in Construction Disputes

By Jeremy Burgess
In even the most well-thought out construction contracts, there is almost always the need for parties to deviate in some way from the timelines and scope of work.

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Assignment of a Contract of Purchase and Sale: Get it in Writing

By Jeremy Burgess
While a contract can be formed by any combination of communications and oral and verbal agreements, it remains the most prudent course of action to reduce a contract to writing to avoid any ambiguities about what has or has not been agreed to.

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Breach of Contract and Repudiation: Affirm or Accept the Repudiation, Not Both

By Jeremy Burgess
One of the more difficult issues in contractual disputes is sorting out what rights and obligations continue to exist when a party to a contract breaches the terms of the contract.

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Discharging a Builders’ Lien on Posting of Security: How Much is Enough?

By Jeremy Burgess
When a builders’ lien is filed, it can cause all manner of disruptions to financial, contractual and business relations

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Builders Liens: The Consequences of Less than Strict Compliance

By Jeremy Burgess
In my previous article, Builders Liens: Strict Compliance or Lose Your Lien, I explored how a family company lost its lien rights by making the mistake of pursuing its lien in the name of its principal rather than the company.

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Meeting of the Minds – When A Contract Is Or Is Not Formed

By Jeremy Burgess
In a number of previous articles, I have explored some of the difficulties encountered where parties fail to properly set out the contractual terms that dictate the rights and responsibilities between them.

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Promissory Notes and Settlement Agreements – Commit Agreements to Writing

By Jeremy Burgess
Often times parties will turn to friends, family, acquaintances or business relations to seek funds to borrow rather than a bank or other lending institution.

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The Importance of Spelling Out What Is or Isn’t in a Contract

By Jeremy Burgess
One of the most frequent mistakes people make in entering contracts is in making incorrect assumptions about what is or is not included in a contract.

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Enforcing a Settlement Agreement: Naming the Right Parties

By Jeremy Burgess
As discussed in a previous article, settlement agreements are effectively contracts which can be enforced through legal action and replace whatever legal, contractual or equitable rights were involved in the fight that preceded settlement.

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Contractual Terms by Convention: When Parties Fail to Explicitly Set Contractual Terms

By Jeremy Burgess
One of the frequent issues encountered in contractual litigation is parties failing to negotiate and set to writing the contractual obligations that exist between them.

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Contracts of Purchase and Sale: Removing Subjects

By Jeremy Burgess
Most people familiar with the purchase and sale of real property are familiar with subject to clauses, the full legal significance of such clauses can be a source of confusion.

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Proprietary Estoppel, Land Use and Oppression

By Jeremy Burgess
The recent case of Dalpadado v North Bend Land Society.

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What One Has Earned – Courts Impose Compensation Where Parties Fail to Solidify a Contract

By Jeremy Burgess
Often times, parties will get to the edge of entering into contractual relations, but miss the steps required to form a contractual agreement.

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Public Bidding, Exclusion Clauses and Public Policy Concerns: Contracting Out of Liability for a Flawed Bidding Process

By Jeremy Burgess
As discussed in my previous article, Invitations to Tender: Why it is Important Both Bidders and Solicitors to Follow Proper Process, the solicitation of bids for public projects must follow a fair and transparent process.

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Fiduciary Duties to a Corporation: Will the Court Extend the Duty to Third Parties?

By Jeremy Burgess
A fiduciary relationship is a relationship in which one party places distinct trust, confidence and dependence on another.

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Invitations to Tender: Why it is Important Both Bidders and Solicitors to Follow Proper Process

By Jeremy Burgess
Government and non-government actors that solicit bids for contractors for management or construction projects must follow a fair and transparent process for doing so.

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Commercial Leasing: Insurance for Landlords

By Andrea East
Categories: Blog, Business Law
Insurance is an important tool allowing landlords and tenants to allocate risk in a commercial lease. Here are some recommendations:

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When a Party Breaches a Settlement Agreement: Being Made Whole

By Jeremy Burgess
Settlement agreements that conclude litigation are often reached once the parties have gotten to a point of a loss of faith in one another or a complete breakdown in whatever relationship they may have enjoyed pre-litigation.

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The Risks of Complaining on Social Media: When Airing Grievances Attracts Damages

By Jeremy Burgess
The intersection of defamation and social media remains a minefield and social media users are well-advised to treat social media posts no differently from any other form of publication.

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Commercial Financing: Common Security Types

By Andrea East
Categories: Blog, Business Law
The purpose of security in a commercial financing transaction is to give the lender comfort (or security) that the lender will have access to assets if the borrower fails to meet its repayment commitments.

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When Liability Waivers Are Upheld

By Jeremy Burgess
In the recent decision of Alton v Lower Mainland Motocross Club, the court ultimately determined to uphold a liability waiver and the decision reiterates the law applying to liability waivers.

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Minimum Wage to Increase by 34% over Four Years

By Colin Edstrom
Premier John Horgan recently announced that the minimum wage rate in British Columbia will rise to $15 per hour by 2021

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Owners Associations: Transition to Societies Act Deadline in 2018

By Andrea East
Categories: Blog, Business Law
All owners associations must file Societies Act transition paperwork by November 2018.

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Time is of the Essence: When Late is No Better Than Never

By Jeremy Burgess
Contracts for the purchase and sale of real property and many other commercial contracts contain a clause that says in respect of certain or all contractual obligations that “time is of the essence.”

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Piercing the Corporate Veil in Construction: When Work is So Bad it Amounts to Fraud

By Jeremy Burgess
It can be frustrating for homeowners dealing with inadequate contractors that the controlling mind/primary owner of the company can hide behind their corporation to avoid personal liability.

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Posting Security to Discharge a Builders Lien

By Jeremy Burgess
A builders lien can be an effective, powerful and inexpensive tool for helping unpaid contractors, subcontractors, suppliers receive payment for their materials and services.

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New Societies Act – November 28, 2016

By Brian Stephenson
Categories: Blog, Business Law
Effective November 28, 2016, the new Societies Act comes into force and governs how societies are formed and operate in British Columbia.

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Save the Date – The New Societies Act

By Melodie Lind
Categories: Blog, Business Law
Save the Date because on November 28, 2016 the re-vamped Societies Act will come into effect.

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The Law on Fiduciary Duty and Conflict of Interest

By Brian Stephenson
Categories: Blog, Business Law
In this article we will briefly examine a situation in which a director sits on two different, but industry-related, boards.

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Owners Associations: New Societies Act Coming November 2016

By Andrea East
Categories: Blog, Business Law
The BC Government has passed a new Societies Act, which is expected to be brought into force in November of 2016.

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Bill 24 – 2015: Societies Act

By Melodie Lind
Categories: Blog, Business Law
On May 14, 2015, Bill 24 - 2015: Societies Act (the “Societies Act”), received Royal Assent.

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Why Have a Shareholders’ Agreement?

By Andrew Brunton
Categories: Blog, Business Law
So you’ve incorporated a company in which you and your fellow founders own shares. Business is booming and things are going great, but they may not stay that way forever.

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Know Your Exposure: Joint and Several Liability Explained

By Parveen Shergill
Categories: Blog, Business Law, Litigation
The legal concept of “joint and several liability” confuses many people. As the name suggests, where “joint and several liability” applies, liability is both...

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Buying An Existing Business

By Andrew Brunton
Categories: Blog, Business Law
For those looking to get into business, starting from scratch is not always the best option.

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Major Capital Funding for New Licensed Child Care Spaces

By Parveen Shergill
Categories: Blog, Business Law
Looking to set up a new child care facility? The BC Government recently introduced a new program called “Child Care Major Capital Funding” for the creation of new licensed child care spaces.

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Regulating Agri-Tourism and Farm Retail Sales in the Agriculture Land Reserve

By Pushor Mitchell LLP
The B.C. Ministry of Agriculture has prepared a discussion paper to seek input into a draft Minister's Bylaw Standard to assist local government bylaw development.

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Be Careful of Predatory Financial Advice

By Jeremy Burgess
Categories: Blog, Business Law
Most financial advisors provide exactly the kind of service you would expect: they provide you options for investing your money and inform you of the risks and rewards involved with choosing an investment vehicle or personal financial restructuring.

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Trade Name vs. Trade-Mark – What’s the Difference?

By Vanessa DeDominicis
Many people confuse trade names and trade-marks and think they acquire trade-mark rights by virtue of having a trade name.

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Choosing a Business Structure

By Andrew Brunton
Categories: Blog, Business Law
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 […]

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Federally Incorporated Not-for-Profit Organizations Must Take Action by October 17, 2014

By Thomas Fellhauer
Categories: Blog, Business Law
A not-for-profit organization in Canada that wishes to incorporate can choose to incorporate provincially/territorially (under the legislation of a specific province or territory), or federally (under Canadian federal legislation). There are reasons to choose one form over another and we will discuss those benefits in a later article. In this article, we will focus on […]

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Why Paying for Timely Legal Advice Saves you Money in the Long Run

By Jeremy Burgess
Categories: Blog, Business Law, Litigation
There is an old saying that an ounce of prevention is worth a pound of cure. This is almost never truer than when it comes to getting timely and competent legal advice. Very often people find themselves seeking the assistance of a litigator because at the beginning of a transaction or when a person became […]

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Interesting Cases / Transactions – From Our Business Law Group

By Pushor Mitchell LLP
Categories: Blog, Business Law
From Our Business Law Group – Acting for Swankies Gourmet Hot Dogs to help them establish franchises in Canada and internationally.  We are also assisting Swankies with trademark applications.  Swankies’ first location is in Kelowna, but the gourmet hot dog restaurant is quickly expanding.Find out more about our Business Law Group: http://www.pushormitchell.com/service/business-law. 

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Interesting Cases / Transactions – From Our Business Law Group

By Pushor Mitchell LLP
Categories: Blog, Business Law
From Our Business Law Group – Acted for large northern BC timber product manufacturer in negotiating and finalizing agreements with an international lumber company. Find out more about our Business Law Group: http://www.pushormitchell.com/service/business-law 

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Trade Name vs. Trade-Mark – What’s the Difference?

By Vanessa DeDominicis
Categories: Blog, Business Law
Many people confuse trade names and trade-marks and think they acquire trade-mark rights by virtue of having a trade name.

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Ask A Lawyer – I Have A Successful Business. Can I Sell Franchises?

By Andrew Brunton
Categories: Blog, Business Law
I am often asked “can I sell franchises?”.  The short answer is “yes”.  However, a potential franchisor needs to consider what is involved in franchising. 

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Interesting Cases/Transactions – From Our Business Law Group

By Pushor Mitchell LLP
Categories: Blog, Business Law
From Our Business Law Group – Acting as counsel for various parties in the fruit growing and wine industries, including land owners, wineries, fruit processing, marketing and packing facilities. Find out more about our Business Law Group:  www.pushormitchell.com/service/business-law

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Interesting Transactions From Our Business Law Group – Assisted Golf Courses And Ski Resorts With Their Financings

By Pushor Mitchell LLP
Categories: Blog, Business Law
From Our Business Law Group – Assisted area golf courses and ski resorts with their financings. Find out more about our Business Law Group: http://www.pushormitchell.com/service/business-law 

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Interesting Cases / Transactions – From Our Business Law Group

By Pushor Mitchell LLP
Categories: Blog, Business Law
From Our Business Law Group – Represented a major bank providing financing to various car dealerships throughout British Columbia, including preparing all necessary security documents.  The loans ranged in amount from $2,000,000 to $15,000,000.Find out more about our Business Law Group: www.pushormitchell.com/service/business-law  

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Interesting Cases / Transactions – From Our Business Law Group

By Pushor Mitchell LLP
Categories: Blog, Business Law
From Our Business Law Group – Represented a Canadian mining company in the sale of its interests to a public American mining company.Find out more about our Business Law Group: www.pushormitchell.com/service/business-law

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Interesting Cases / Transactions – From Our Business Law Group

By Pushor Mitchell LLP
Categories: Blog, Business Law
From Our Business Law Group – Act as corporate counsel for a Western Canadian oil and gas company with projects across British Columbia, Albert and Saskatchewan. Find out more about our Business Law Group: http://www.pushormitchell.com/service/business-law

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Interesting Cases / Transactions – From Our Business Law Group

By Pushor Mitchell LLP
Categories: Blog, Business Law
From Our Business Law Group – Act as corporate and franchise counsel for national retail franchisor with over 200 franchise locations across Canada. Find out more about our Business Law Group: http://www.pushormitchell.com/service/business-law

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Ask A Lawyer – My Company Has Been Approved For Commercial Financing. What Happens Next?

By Andrew Brunton
Categories: Blog, Business Law
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 [...]

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Interesting Transactions – From Our Business Law Group

By Pushor Mitchell LLP
Categories: Blog, Business Law
From Our Business Law Group – Negotiated and successfully completed a multi-million dollar asset sale on behalf of a helicopter company, which included assignments of federal leases, licenses and air operator certificates. Find out more about our Business Law Group: http://www.pushormitchell.com/service/business-law

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Planning On Selling Your Business? Prepare To Be Scrutinized!

By Curtis Darmohray
Categories: Blog, Business Law
Anyone who is contemplating selling their business should start the planning process early in order to maximize the value that a third party will pay. Part of that planning should include readying their business for the purchaser’s “due diligence” review. This due diligence usually takes place after signing of a letter of intent or purchase agreement, but before the purchaser becomes legally obligated to complete the [...]

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Interesting Transactions – From Our Business Law Group

By Pushor Mitchell LLP
Categories: Blog, Business Law
From Our Business Law Group – Represented a developer in the completion and registration of an air space subdivision plan that resulted in the first air space parcel for a residential /commercial project in Kelowna. Find out more about our Business Law Group: http://www.pushormitchell.com/service/business-law

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Interesting Transactions – From Our Business Law Group

By Pushor Mitchell LLP
Categories: Blog, Business Law
From Our Business Law Group – Represented a family owned company in its buy out of family members including negotiations of the terms of the transaction. Find out more about our Business Law Group: http://www.pushormitchell.com/service/business-law

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Interesting Transactions – From Our Business Law Group

By Pushor Mitchell LLP
Categories: Blog, Business Law
From Our Business Law Group – Negotiated and successfully completed a multi-million dollar refinancing for a hotel chain. Find out more about our Business Law Group: http://www.pushormitchell.com/service/business-law

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Interesting Transactions – From Our Business Law Group

By Pushor Mitchell LLP
Categories: Blog, Business Law
From Our Business Law Group – Acted as Counsel to post-secondary institutions in the Okanagan Valley. Find out more about our Business Law Group: http://www.pushormitchell.com/service/business-law

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Ask A Lawyer – Are Oral Contracts Enforceable?

By Andrew Brunton
Categories: Blog, Business Law
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 [...]

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Interesting Transactions – From Our Business Law Group

By Pushor Mitchell LLP
Categories: Blog, Business Law
From Our Business Law Group – Acted for a major Canadian Chartered Bank to secure a multi-million dollar financing package for a real estate company for its construction of a new multi-story commercial centre. Find out more about our Business Law Group: http://www.pushormitchell.com/service/business-law

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Interesting Transactions – From Our Business Law Group

By Pushor Mitchell LLP
Categories: Blog, Business Law
From our Business Law Group – Completed transaction involving the purchase, sale, leasing and financing of commercial aircraft. Find out more about our Business Law Group: http://www.pushormitchell.com/service/business-law

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Interesting Transactions – From our Business Law Group

By Pushor Mitchell LLP
Categories: Blog, Business Law
From our Business Law Group – Represented a local start-up technology company which included assisting the company with its incorporation, extra-provincial registration and initial financing rounds. Find out more about our Business Law Group: http://www.pushormitchell.com/service/business-law

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Business Law Group – A Few Of Our Transactions

By Pushor Mitchell LLP
Categories: Blog, Business Law
A few brief summaries of some sample selected transactions or continuing client relationships.  Inclusion in the list has been authorized by our clients: Represented a family owned company in its buy-out of family members, including negotiation of the terms of transaction. Acted as British Columbia counsel to a Western-Canadian pharmacy chain in its recent financing. […]

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Creditor Proofing and Corporate Structuring Risks: Implications of the Botham v. Braydon Case

By Melodie Lind
Categories: Blog, Business Law
Operating a business through a corporation is a long-standing and acceptable form of protecting individuals from claims of creditors of the business. Likewise, holding high-value investment assets (such as real estate or a stock portfolio) in a separate holding is a legitimate way to protect the value of those investments from future creditors of an operating company. But, as was demonstrated by the British Columbia Court of Appeal in [...]

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What Is The Role Of A Board Of Directors?

By Andrew Brunton
Categories: Blog, Business Law
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:

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UBC Creates New On-Line Resource For Small Business And Entrepreneurs

By Pushor Mitchell LLP
Categories: Blog, Business Law
Small businesses across British Columbia now have a free, comprehensive resource to boost their business-planning efforts and foster an online community of information and support, thanks to the Irving K. Barber Learning Centre at the University of British Columbia. The Small Business Accelerator, which launches today at www.sba-bc.ca, is a new gateway to business information […]

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28th Angel Investment Forum October 19 in Vancouver

By Pushor Mitchell LLP
Categories: Blog, Business Law
The 28th Angel Forum  will be held in Vancouver on October 19. If your company is looking for investors,  consider the 28th Angel Forum on Oct 19 in Vancouver. Here are the direct results so far from the 27th Angel Forum in May, despite the declining venture markets: Indel Therapeutics got $175,000 of commitments from 2 […]

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Major Contract Review: Yes, You Really Do Need To Read Them Again

By Andrea East
Categories: Blog, Business Law
Every once in a while it is a good idea to dust off copies of your major contracts and take a look and see what they say.  What is considered a major contract varies from business to business, but some of the usual suspects include major suppliers, major customers, key employees, commercial leases and equipment leases.  Major contracts are those which present the greatest benefit and pose the greatest risk to your business.  [...]

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Planning on Selling Your Business? Vendor Financing

By Andrew Brunton
Categories: Blog, Business Law
Over the past few months, we have provided insights into how to prepare for the sale of your business.  This month’s article focuses on options for payment upon closing of the sale.  Vendor Financing

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Planning on Selling Your Business? Preparing for the Purchaser’s Due Diligence Review

By Andrew Brunton
Categories: Blog, Business Law
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 [...]

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Planning on Selling Your Business? What to Consider.

By Andrew Brunton
Categories: Blog, Business Law
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

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