Course content

About this course

  • $78.00
  • 1.5 CPD hours
  • December 7, 2022 - 11:00 AM

Course description

After initial incorporation, accountants are often the only professional advisor to business corporations and provide guidance to business owners both before, and after, disputes emerge. Knowing when to recommend legal advice or question a clients’ instructions can often avert disaster.

Topics to cover include:

  • The importance of annual resolutions and waiver of audits
  • (A) Requirements under the Ontario and Canada Business Corporations Acts regarding annual shareholders’ meeting and waiver of audits

    (B) Recommended best practices

    (C) Common problems when disputes arise

  • When to recommend shareholders’ agreements
  • (A) General purpose of Shareholders’ Agreements

    (B) Key provisions in Shareholders’ Agreements such as management and termination

    (C) Interaction between Shareholders’ Agreements and the oppression remedy

    (D) The optimal timing for Shareholders’ Agreements

  • Spotting red flags;
  • (A) cash payments

    (B) management personal expenses

    (C) self-dealing by management

  • Restructuring
  • (A) succession planning

    (B) estate freezes

    (C) other transfers of ownership

    (D) protecting against disputes post-restructuring

  • Conflicting loyalties when matter go awry
  • (A) role as advisor to the company versus role as advisor to management

    (B) relationships with individual shareholders

    Instructor(s)

    Tamara Ramsey

    Tamara is a partner in the firm’s Advocacy & Dispute Resolution group. She maintains a diverse litigation practice that includes commercial disputes, trademarks, estates, and employment matters. Tamara is an advocate. She has appeared in the Ontario Superior Court, Ontario Court of Appeal, Federal Court and Federal Court of Appeal. Tamara has extensive experience as arbitration counsel and with administrative tribunals and mediation. Tamara practices in the areas of commercial litigation, debt collection, shareholder and partnership disputes, contract claims, leasing and real estate disputes, regulated industries, intellectual property, especially trademarks and licensing, employment matters and estate litigation. As a skilled litigator and fast learner, she is always keen to take on new challenges and learn about new industries. Tamara ably simplifies complex problems and understands the business and human context for the legal issues she deals with. She understands the importance of alternative dispute resolution through negotiation and mediation but recognizes that there are many matters that require adjudication on the merits. Tamara has appeared as counsel on several notable cases but is most proud of cases that she helped resolve before a final hearing was required or that proceeded expeditiously to an arbitration hearing. Tamara is an active member of the litigation bar. She serves on the Advocates Society’s 10+ standing committee and as the editor of one of its newsletter, Advocacy Matters. She serves on a few committees with Intellectual Property Institute of Canada and is an active member of the Women in IP Networking Group. Tamara has written for several legal publications and has presented at continuing professional education seminars.

    David Shaw

    David Shaw is a partner and business lawyer, and chair of Dale & Lessmann LLP’s Corporate & Commercial practice group. David’s practice focuses on mergers and acquisitions, corporate reorganizations, franchising and distribution arrangements, international and domestic joint ventures, and corporate finance. David is a transactional lawyer and practices in the areas of corporate & commercial law, M&A, corporate finance, franchise law, licensing, distribution and cannabis law. David works across a broad spectrum of service sectors including technology, agribusiness, horticulture, engineering and electrical services, finance, retail, restaurants, cannabis and wholesale distribution. David collaborates with management and their outside business, tax and accounting advisors, to interpret the law with the aim of providing practical business solutions. He has become a trusted advisor to many of his long-standing clients. David’s more than 20 years of experience in corporate and commercial law includes structuring and negotiating various complex commercial agreements, including share purchase, asset purchase, shareholder, partnership, joint venture, franchising, distribution, licensing, outsourcing and service as well as lending and security documentation. He also provides legal advice relating to day-to-day commercial matters for public and private corporate clients. David acts for both Canadian and foreign businesses, whose transactions frequently include significant international aspects. He has coordinated a wide range of post-closing regulatory matters, as well as post-acquisition restructuring and rationalization to help clients effectively integrate recently acquired businesses. David also regularly advises clients in a wide range of industries on franchise and distribution law matters, including the preparation and negotiation of master franchise agreements, area development agreements, single-unit franchise agreements, disclosure documents and related documentation, as well as advising and assisting clients with respect to system rebranding, regulatory compliance, franchise acquisitions and divestitures, and terminations. David has also advised many brand owners and licensed retail cannabis stores with respect to cannabis licensing, branding and regulatory matters including the drafting and negotiation of license agreements, consulting agreements, loan agreements and security documentation. In addition, he has assisted with the incorporation and organization of licensed retailers (including the preparation of shareholders’ agreements) and the purchase and sale of licensed cannabis retail stores.