Category: Uncategorized
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Planning an exit before accepting an offer
Exit terms are easiest to assess before leverage changes. Review transfer restrictions, rights of first refusal, drag-along and tag-along rights, valuation methods, payment timing, holdbacks, earn-outs, representations, indemnities, and post-closing restrictions. Connect this planning to “The Caboose” and “Know How to Exit Before Your Train Leaves the Station”: understand the destination before the train leaves.…
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Protecting business intellectual property
Start by identifying who created each asset and what agreements assign ownership. Employment or contractor status alone should not be treated as proof that every right transferred. Use appropriate written assignments, confidentiality controls, access management, and registration strategies. Canada’s Intellectual Property Office provides current introductions to patents, trademarks, copyright, and industrial designs. General information only.…
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How dilution works
Dilution happens when additional shares or convertible rights increase the total number of shares. An existing holder may keep the same number of shares but own a smaller percentage. Review option pools, warrants, convertible instruments, pre-emptive rights, anti-dilution clauses, and fully diluted calculations. Compare realistic future-financing scenarios before committing. General information only. Laws and outcomes…
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Ownership percentage versus voting control
Economic ownership and voting influence are not always the same. Different share classes can carry different voting, dividend, conversion, or liquidation rights. Board appointment rights, voting agreements, quorum rules, and veto provisions can also affect control. Ask for a capitalization table and a decision-by-decision explanation rather than relying on one percentage. General information only. Laws…
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Keeping control when accepting investment
Investment can change more than ownership percentage. Before accepting money, identify which decisions require investor consent, who appoints directors, whether reserved matters or vetoes apply, what information rights exist, and what happens in later financing. Model the result before signing and ask counsel to explain every control right in the governing documents. General information only.…
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Short Sales instead of Foreclosure
A short sale is a real estate transaction where the homeowner sells their property for less than the outstanding mortgage balance. This type of sale is usually done when the homeowner is facing financial hardship and is unable to continue making mortgage payments. The short sale process can be complicated and requires the approval of…
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How to tell if a house is Haunted
Buying a home is a significant investment, both financially and emotionally. The last thing anyone wants is to move into a house and find out it’s haunted. The belief in ghosts and haunted houses is a subject that has been around for centuries. Although some people may not believe in them, others are convinced that…