Corporate Law and Governance

Banner icon
Slideshow image

Corporate Law and Governance

Banner icon

We invite you to contact Gordon, Michael, MaryMegan or Lucy to discuss any potential matters or questions you may have about corporate law and corporate governance. As Chair of the Governance and Ethics Committees of the Organizing Committees for both the 2010 Vancouver Winter Olympics and Paralympics and the 2015 Toronto Pan and Para Pan American Games, Michael offers particular expertise in corporate governance and ethics issues.

What to consider about incorporation

The decision to incorporate requires careful consideration as well as good advice from lawyers and accountants. What are you looking to achieve? Which jurisdiction suits your needs or wants? Before filing the proper documents, discuss your goals with your professional advisors to create a share structure that provides flexibility today and for the future. The corporate law experts at Maclaren Corlett can help you understand the ins and outs of incorporation and guide you through the entire process.

The incorporation process

Like a person, a corporation needs a name and a structure. The name has to be cleared and meet certain criteria. The structure needs to be set out in documents filed with the appropriate authorities. Shareholders are the body of a corporation, the board of directors is the brain and the officers are the heart. Even in a one-person company, these divisions exist on paper. Our law firm has a long history of experience as corporate legal counsel, dealing with companies at their inception and helping them remain in good standing with their minutes, resolutions, notices and filings.

Unanimous shareholders’ agreements

If there is more than one shareholder in your company, our lawyers in Ottawa and Toronto can help you put in place a unanimous shareholders’ agreement to deal with management roles, compensation, decision making, illness, death and buy–sell options and other considerations, all of which might lead to disputes among shareholders or their successors. These agreements help ensure certain points are clear from the very start.

Corporate roles and obligations

As your company is being set up, it is critical that shareholders, directors and officers understand their respective roles and obligations. Being a director is more than just a title. Our lawyers can explain the potential risks of being a director or officer and how to minimize them. To protect your company, we also provide legal counsel on confidentiality agreements for directors and officers, conflict of interest guidelines, directors’ and officers’ liability insurance and more.

Corporate governance

With ever-increasing regulatory and legislative burdens imposed by provincial and federal governments, even smaller companies are finding they need written policies and guidelines to keep employees informed, protect management and comply with the law. For example, you may need to think about corporate governance issues such as workplace safety, sexual harassment and violence issues, privacy, accessibility, the use of fragrances, discussions with competitors and many others. In this day and age, a code of ethics for your board or for the organization as a whole is often considered a necessity. Our Ottawa and Toronto lawyers can help you protect yourselves and meet your legal obligations, developing clear and complete corporate governance policies that not only educate employees but help protect management from personal liability while ensuring smooth operations.

Making an exit

Closing down a company is often more complicated than setting it up in the first place. Whether you are transferring shares, selling assets, winding up the company, amalgamating, merging or letting it lapse, our lawyers will help you take the right steps.

Debts, insolvency and creditors

Not all ventures are successful or stay viable at all times. We have extensive experience in working with both creditors and companies in debt. You may be able to negotiate a settlement with creditors or someone who owes money to you. Our law firm can help you explore your options, assist you in dealing with security, or navigate your way through bankruptcy and insolvency laws and remedies.

See also:

Print

The materials on the Maclaren Corlett LLP web site (the “Site”) have been developed as an electronic resource respecting our organization.

Any information sent to Maclaren Corlett LLP through this Site is not a confidential lawyer-client communication. No lawyer-client relationship is created by such correspondence or by you accessing the materials on this Site.

Any information sent or received over the Internet is generally not secure. Maclaren Corlett LLP cannot guarantee the security of any communication to or from the Site, nor does it assume any responsibility or risk for your use of the Internet.

The Site and Content is provided on an “as is” and “as available” basis, without any warranty or condition of any kind, either express or implied. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE USING THE SITE AND THE CONTENT, IF APPLICABLE, ENTIRELY AT YOUR OWN RISK AND LIABILITY.

By accessing or using the Site, you agree that all matters relating to your access or use of the Site and Content or to these Terms shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein excluding any conflict of laws principles.

All material on this site is copyright by Maclaren Corlett LLP and may not be reproduced in any form for commercial purposes without its express written consent.

Print

Please contact us for a copy of our Privacy policy.