• Landlord Waivers – in a nutshell

    Landlord Waiver (aka Landlord Waiver & Consent) Not all businesses are fortunate enough to own the building or space where it operates and as such is required to lease its business premises. When that business goes to borrow money the Lender will generally want to know that the lease is in good standing and that lease or enforcement of that lease won’t jeopardize the bus ...

    Peter Ferrari/ Corporate Law Blog- 28 readers -
  • Constructive Dismissal in the Employment Law Context

    In Potter v. New Brunswick Legal Aid Services Commission, 2015 SCC 10 the Supreme Court of Canada considered the law as it pertains to constructive dismissal in the employment law context. Prior to this decision the Supreme Court had last considered this issue in its seminal decision in Farber v. Royal Trust Co. in 1997.

    Peter Ferrari/ Corporate Law Blog- 41 readers -
  • Amalgamations: How should a secured party react?

    The amalgamation of two or more companies poses special concerns for secured parties. In British Columbia, when two companies are amalgamated they effectively continue to form one amalgamated company. For the purposes of this article we will call the new company “Amalco” and we will call the two amalgamated companies the “amalgamating companies” and each is an “amalgamating company”.

    Peter Ferrari/ Corporate Law Blog- 33 readers -
  • Interlender Agreements – in a nutshell

    An interlender agreement is an agreement between or among two or more lenders that stipulates and allocates the priorities between them. In particular, it covers their priorities in the debtor’s collateral and the timing of repayment by the debtor (also known as the Borrower). A scenario where an interlender agreement would be appropriate is shown below: Lenders who enter i ...

    Peter Ferrari/ Corporate Law Blog- 23 readers -
  • Duty of honest contractual performance – Bhasin v. Hrynew

    Duty of honest contractual performance – Bhasin v. Hrynew A recent unanimous decision by the Supreme Court of Canada (Bhasin v. Hrynew, 2014 SCC 71) has created a contractual duty to act honestly in the performance of contractual obligations. While this may seem obvious to most, it is now clear that a breach of this duty can result in liability for damages under the subject contract.

    Peter Ferrari/ Corporate Law Blog- 24 readers -
  • Shareholders Agreement Checklist

    Highlight: Have you ever considered buying a template shareholders agreement online? Perhaps this article will change your mind! ***** There is no “model” shareholders agreement which is appropriate in all circumstances, as shareholders will each have their own unique, and often conflicting, priorities and concerns.

    Peter Ferrari/ Corporate Law Blog- 24 readers -
  • Transition Services Agreement – a Buyer’s and Seller’s Perspective

    Highlight: A poorly drafted Transition Services Agreement can lead to misunderstandings, service interruptions, and ultimately litigation – all of which are a poor use of post-closing resources. ***** What is a Transition Services Agreement (TSA)? A TSA is a limited term outsourcing or servicing agreement, generally between a Purchaser and a Seller, with the purpose of prov ...

    Peter Ferrari/ Corporate Law Blog- 19 readers -
  • BC Court to Google: Look out, our reach could be greater than yours!

    Equustek Solutions Inc v Jack et al, 2014 BCSC 1063 BC In an unprecedented decision handed down this month, Madam Justice Fenlon of the BC Supreme Court issued an injunction ordering Google Inc. (“Google”), a company incorporated in Delaware and headquartered in California, to de-index and block all of the defendants’ websites that were used to sell and market goods in violat ...

    Mary Nguyen/ Corporate Law Blog- 21 readers -
  • Earnouts or Burnouts – Don’t Get Burned on an Earnout

    Highlight: Earnouts are difficult legal clauses to manage and can often lead to misunderstanding and difficulty realizing them. Here is a practical example of some of the pitfalls that sellers should watch for. ***** Earnout clauses are becoming more and more common in purchase and sale agreements, especially in a volatile economy or where the target company’s earnings have ...

    Peter Ferrari/ Corporate Law Blog- 22 readers -