What to Consider When Buying a Business

Whether you are seeking to buy a services, manufacturing, or other type of business, there are many issues that you should consider when structuring and negotiating the terms of the transaction. Buying a business can be an overwhelming experience, especially for the first time buyer.  However, even experienced business purchasers can sometimes miss the red…

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Understanding Indemnity Provisions in Commercial Agreements

Indemnity provisions are an essential tool in the allocation of risk in commercial agreements. Often, indemnity provisions can be overlooked or misunderstood which can belay the effect of any intended risk allocation and also give rise to unintended consequences or, in the event of a dispute, inconsistent interpretations by courts and arbitrators. This blog post…

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Thinking about buying a franchise? Know your legal risks and obligations before making that purchase! 

Buying a franchise, in particular, a franchise of a reputable and established system can be a substantial investment.  Not only are you investing your hard-earned money, you are contributing sweat equity too. You may already know that franchising involves a franchisor granting a licence or right to a franchisee to carry on certain business activities…

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Enforceability of Standard Form Contracts 

It is a common misconception that contracts of adhesion are unenforceable. Contracts of adhesion, also referred to as standard form contracts, are most often used in commercial contexts. These contracts are usually presented to consumers on a ‘take it or leave it’ basis whereby the non-drafting party does not have an opportunity to negotiate the…

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To Tag or Drag – That is the Question

I am often asked to explain what a “Tag-Along” (a.k.a. “Piggyback”) right is or what it means to be subject to a “Drag-Along” (a.k.a. “Co-Sale”) provision. These provisions are most typically set out in a corporation’s shareholders’ agreement.  I have seen them in a corporation’s articles, but that is a very rare place to put…

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A Primer on the Effects of the Burden Reduction Act

A Quick Statutory Check-Up The Burden Reduction Act, 2017 (the “Act”) received Royal Assent, and therefore came into effect, on March 22, 2017.   With its enactment, the Act makes several changes to a couple of key business-related statutes in Ontario.  The most significant legislative changes include the following: Quorum at Shareholders’ and Directors’ Meetings The…

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