North America: Corporate/Commercial Law

When franchise relationships end badly, the real battle often begins after termination—when former franchisees rebrand and continue operating from the same location.

Most established franchisors already have disclosure documents, franchise agreements, operating manuals, brand standards, training materials, and a developed understanding of how their system is sold in their home...

Operating a business across state lines requires careful attention to foreign entity registration requirements. While maintaining an office or employing workers in another state almost certainly triggers registration obligations...

Recent news reports concerning the compensation claimed by the executors of the estate of the late Loretta Rogers, matriarch of the telecom Rogers family, one of Canada’s wealthiest, has raised concerns for many, particularly if they have a large estate, on how much their executors can be paid.

Blended families in British Columbia face unique estate planning challenges when balancing the financial security of a surviving spouse with the inheritance expectations of children from previous relationships. Without proper planning, BC's default intestacy rules may distribute assets in ways that contradict your intentions and strain family relationships.

Michael Clear and Kenley Stark explore the intricate legal, financial, and logistical challenges that art collectors encounter throughout the entire lifecycle of ownership. From acquisition documentation and title verification to insurance, storage, and eventual transfer, they reveal the sophisticated planning required to protect both the artwork and the collector's investment.

Corporations are treated as distinct legal persons, separate from their shareholders, directors, and officers.

Companies with equity-compensation programs face significant insider-trading risks when employees, officers, and directors trade company securities while aware of material nonpublic information. Rule 10b5-1 trading plans provide an affirmative defense against insider-trading claims by establishing predetermined trading arrangements that satisfy specific SEC requirements, including adoption timing, good-faith certifications, mandatory cooling-off periods, and restrictions on overlapping plans.

The Ontario Court of Appeal has clarified a critical aspect of corporate law: directors and shareholders who expressly direct a corporation to commit wrongful acts can be held personally liable, even when acting within their official capacity. This landmark decision examines when courts will pierce the corporate veil to reach the individuals behind corporate misconduct, and what evidence is required to overcome the fundamental principle of corporate separateness.

The Canada Revenue Agency (“CRA”) has started to lift the veil on its promised “modernization” project for the charitable sector, and the early signals point to changes in administrative processes, compliance oversight and how charities interact with the Charities Directorate.

Online incorporation services make it easy to file articles and create a legal entity, but they often leave critical gaps in corporate governance, bylaws, and organizational documentation.

When a public charity is formed, the focus is often on the organization’s purpose, the application for 501(c)(3) tax-exempt status, and board structure. Another decision is just as important: whether the corporation...