Corporate Law and Governance

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Corporate Law and Governance

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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.

We invite you to contact George, Gordon, Michael, Mary, Megan or Rick 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.

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