Any company with more than one shareholder should give some thought to whether or not they should implement a unanimous shareholders’ agreement (a “USA”). USAs give shareholders the flexibility to set out exactly how a corporation will be structured, how decisions will be made and how disputes will be resolved, among many other things. Generally […]
Dean Blachford, Tax Litigation Lawyer Valentine Gurfinkel, Student-at-law For tax purposes, goods and services bought and sold in Canada fall into three categories: Taxable supply, Exempt supply and Zero-rated supply. The type of supply a business sells profoundly affects its tax liabilities and benefits. Too many businesses run into trouble with the Canada Revenue Agency […]
One of the main reasons that people incorporate their businesses is to shield themselves (and their partners and investors) from personal liability. And although the corporate structure does allow businesses owners to avoid liability in most circumstances, there are ways in which people within the corporation can be held personally liable when they do not […]
Dean Blachford, Tax Litigation Lawyer Karen Cheung, Law Student Canada’s tax laws allow the CRA to hold directors personally liable for their corporation’s source deductions, non-resident withholdings and GST/HST debts. This is known as “directors’ liability”. But directors may be able to shield themselves from this personal liability using the “due diligence defence”. This article […]
If you have ever hired a lawyer to incorporate your company you have probably been asked the question as to whether you would like your lawyer to keep and maintain your minute-books for you. Typically, this request comes with a price-tag payable every year, and often clients will just agree and pay the annual fee […]
Dean Blachford, Tax Litigation Lawyer Karen Cheung, Law Student According to the law, corporations are distinct “people” and generally the CRA can’t pursue one person for the tax debts of another person. Canada’s tax laws, however, allow the CRA to hold directors personally liable for their corporation’s failure to remit source deductions, non-resident withholdings and […]
Dean Blachford, Tax Litigation Lawyer Karen Cheung, Law Student If you own a restaurant, the CRA has its eyes on you. Auditors frequently investigate restaurants for potential unreported income and HST/GST. Often, the outcome is bad for restaurant owners. According to the results of an access to information request conducted by HazloLaw – Business Lawyers, […]
New arbitration and mediation laws adopted by OHADA In this article, we discuss two common structures that a foreign corporation (“ForeignCo”) can use in carrying on a business in Canada. Each structure has its pros and cons and whether one structure is better suited than the other will depend on a variety of factors such […]
Martin Aquilina, International Business Lawyer Dustin Paterson, Business Lawyer Threats around the theft and misappropriation of personal information have been around since the dawn of the internet, but as time goes on, these threats are growing and taking on new significance. From recent revelations about Russian interference in the 2016 U.S. presidential election to reports […]
Background Historically, when considering whether or not to open a franchise, a potential franchisee would have only the information provided by the franchisor company to rely on. Without any regulatory oversight, franchisors would often only disclose incomplete, or sometimes even inaccurate information, and due to their very limited bargaining power, most franchisees would often have […]
Consider this scenario: Your company, BestDesignCorp (“BDC”), is hired by WeAdvertiseCorp (“WAC”) to come up with a design for their upcoming advertising campaign. WAC will pay you in installments upon certain milestones being achieved. BDC gets paid $25,000 after delivering a preliminary design to WAC, which is calculated as 25% of the total work being […]
In an ideal world, every person you lend money to will pay you back and every customer/client will pay you for your services. Unfortunately, we do not live in that world and people, for a variety of reasons, sometimes refuse to pay their debt and/or disagree with the amount owed. In these situations, most businesses […]
Can a Canadian court stop a person from taking action not only in Canada but also abroad? The answer to that question was answered last year by the Supreme Court of Canada (the “SCC”). As we discussed in our previous article, “Google Inc. v. Equustek Solutions Inc., a Commercial Perspective”, the SCC confirmed the ability […]
Dean Blachford, Tax Litigation Lawyer Brittany Rossler, Law Student The Canada Revenue Agency (“CRA”) recovered $291.7 million as a result of audit activities related to real estate in Ontario from April 2015 to June 2017.[1] Individuals must now report the sale (or deemed sale) of their principal residence on their annual tax return.[2] With the CRA’s […]
Dean Blachford, Tax Litigation Lawyer Isabelle St-Hillaire, Law Student Clients facing financial difficulties may be tempted to transfer property to a related party in an attempt to shelter their assets from creditors. Professionals working in the field of bankruptcy and insolvency know, however, that in the context of tax debts section 160 of the Income […]
Dean Blachford, Tax Litigation Lawyer Valentine Gurfinkel, Law Student This article explains how tax evasion is prosecuted under the ITA and why criminal defence lawyers should consider partnering with a tax lawyer to help them successfully defend their clients against tax evasion charges. WHAT IS TAX EVASION Broadly speaking, “tax evasion” is the wilful non-compliance […]
Background on OHADA The Organisation pour l’harmonisation en Afrique du droit des affaires (“OHADA”) is an intergovernmental organization established in 1993, with a mission to harmonize business law in Africa in order to improve legal and judicial security for investors in Africa. Currently, OHADA comprises 17 African Member States: Benin, Burkina Faso, Cameroon, Central African […]
According to conventional wisdom, a party should always push to have its local laws govern its contract. True, applying your own country’s law to a contract can provide certain advantages such as more certainty in the legal process and costs. However, in certain cases, it may be advantageous for a party to have a foreign […]
Consider this scenario Joe has successfully built his software company from the ground up and is now thinking of retiring to a beautiful coast in Italy. Word of this gets around and Joe receives calls from people asking him to sell his company. Joe decides that the time is right to sell the company and […]
Dean Blachford, Tax Litigation Lawyer Brittany Rossler, Law Student INTRODUCTION Your clients rely on you to advise them on how to structure their work relationships in order to meet their goals and comply with the law. A worker’s status as an employee or independent contractor has significant implications, including whether or not their hirer has […]
Update on the proposed changes to taxation of private corporations As many of you have heard in the news, on July 18, 2017, the Government of Canada released a consultation paper with proposed changes to the taxation of private corporations. The proposed changes, if implemented, would have limited or eliminated some of the common tax […]
Summary According to the settlement agreement, TransTel violated U.S. sanctions by paying over eleven million U.S. dollars through its U.S. dollar account at a Singapore-based bank to various third-party vendors that included Iranian companies supplying goods and services associated with Iranian contracts. These payments were processed through the U.S. CSE and TransTel made these payments […]
Dean Blachford, Tax Litigation Lawyer Valentine Gurfinkel, Law Student The Voluntary Disclosure Program (“VDP“) allows taxpayers to avoid penalties, interest, and criminal tax evasion charges by disclosing formally unreported income and paying tax on it. As the Federal Government invests greater resources in tax enforcement, the VDP is becoming a vital tool for accountants in […]
Dean Blachford, Tax Litigation Lawyer As a Chartered Professional Accountant, you work with tax legislation every day and there is no one who understands your clients’ financial reporting obligations better than you. So, when CRA reassesses one of your clients, it’s only natural that you want to prepare the objection. There are a number of […]
Dean Blachford, Tax Litigation Lawyer Valentine Gurfinkel, Law Student With the Federal Government of Canada taking an increasingly aggressive stance against tax evasion and offshore investment, professionals advising foreign nationals doing business in Canada and Canadians doing business abroad need to make sure their clients comply with Canadian tax laws. Failure to properly report and […]
On June 28, 2017, the Supreme Court of Canada released its long-awaited decision in the case of Google Inc. v. Equustek Solutions Inc. The case is important as it affirms the authority of Canadian courts to issue worldwide injunctions against companies operating online, greatly expanding the power of Canadian courts in the process. However, by […]
Our fourth and final entry in this series of articles addresses knowledge scrapes, what they are, how they differ from materiality scrapes and how they can be best put to use in M&A transactions. Knowledge Qualifiers The starting point, when discussing knowledge scrapes, is the knowledge qualifier. A knowledge qualifier is a way to limit […]
In our second article of our series on the use of “scrapes” in asset purchase agreements or share purchase agreements, we examined the advantages of the materiality scrape. In this third installment, we will review the disadvantages of scrapes and solutions to reconcile seller and purchaser viewpoints. Arguments Against Scrapes As mentioned above, the materiality […]
In the first article of our series on “scrapes”, we looked at the materiality scrape and how such a clause can be used by the buyer to ensure that disputes around materiality will not be factored into any dispute related to, for example, the determination of whether or not the seller has breached a representation […]
Published May 24, 2017 Background In M&A transactions, the purchase agreement is typically the most heavily negotiated document between the buyer and seller. And within the purchase agreement the representations and warranties are often a key point of contention. In a typical scenario, the seller in a purchase transaction seeks to qualify as many of […]
November 1 2016 Martin Aquilina, International Business Lawyer If you have been looking at the news lately, you probably heard many mentions of the Comprehensive Economic and Trade Agreement (CETA), the trade agreement between Canada and the European Union that has been several years in the making. CETA, being the biggest trade treaty signed by […]
August 18 2016 Martin Aquilina, International Business Lawyer In the recent Ontario Securities Commission (OSC) decision, In the Matter of Future Solar Development Inc. (Future Solar), the question of whether a wealthy group of Chinese investors were considered to be members of the public was addressed. In Ontario, every person or company that distributes previously […]
June 14 2016 Martin Aquilina, Business Lawyer Introduction WhatsApp is a popular mobile messaging app for smartphones. It is widely used by people around the world including of course in Germany. WhatsApp’s website is accessible in many different languages and almost all of the website’s content is translated according to the language chosen by the user. […]
May 26 2016 Martin Aquilina, Business Lawyer You can sue individuals, corporations and, in certain circumstances, even the highest orders of government. What of intergovernmental organizations (IGOs)? Do they have juridical personality and if they do, are they subject to the jurisdiction of national courts and bound by all orders such courts can issue? One type […]
April 21 2016 Robert McMechan, Senior Tax Litigation Lawyer What are the Panama Papers? The Panama Papers, which have caused public outrage, have been the topic of much news lately. They are confidential documents containing information such as the identities of the holders of offshore accounts that were leaked from Mossack Fonseca, a law firm […]
March 31 2016 Hugues Boisvert Founder & CEO, Business Lawyer If you are looking to get involved in the franchise business in Ontario, you need to be aware of the Arthur Wishart Act. Specifically, if you are looking to sell or buy a franchise, the disclosure requirements outlined in the Act will be of interest to you. […]
March 31 2016 Hugues Boisvert Founder & CEO, Business Lawyer When leasing a space for your commercial endeavours, the term “lease” is often mistakenly understood to mean all agreements that have to do with the lease. However, there are three main agreements that you should take into consideration that play a role during different stages from the […]
February 19 2015 Martin Aquilina, Business Lawyer There may be times in life where ignorance is bliss but this is definitely not the case when it comes to contractual relationships. For instance, it would be a big mistake not to include a choice of forum clause (which we will refer to in this article as a jurisdiction […]
January 15 2015 Martin Aquilina, Business Lawyer Some Canadians follow their dream of owning a property (or multiple properties) and living in Europe upon retirement, whether it’s that beautiful villa in Tuscany by the wineries or that home in Oia with its stunning view, or even both. Chances are that in your Will, you have not stated […]
A remission order is extraordinary measure that allows for relief when relief in other tax legislation is unavailable. The chances of a remission order being successful is rather slim, but it may be the only option in some cases. It can be used in circumstances such as when filing deadlines provided for in tax legislation […]
December 17 2015 Martin Aquilina, Business Lawyer Having obtained judgement, the victorious party will naturally want to enforce it in order to obtain the award owed by the losing party. But what if this party’s assets are located in another country? True enough, the judgments rendered by a court of one nation have no standing on their […]
October 19 2015 One of the benefits of incorporating your business in Canada is that you can protect yourself and your personal assets from any liabilities. If you’re incorporated then, generally speaking, neither you nor your employees are personally liable for any actions taken while working on behalf of your business. Like everything else, however, […]
Our Tax Lawyers in Ottawa Explain the Various Benefits of Incorporating in Canada When you decide to incorporate your business, in the simplest of terms, you engage in the legal process of declaring a corporate entity as separate from the owners. There are many benefits of incorporation, including the fact that the assets of the […]
October 5 2015 Martin Aquilina, Business Lawyer We all know the phrase “What happens in Vegas, stays in Vegas”. There is comfort in knowing that what happened far away from home does not haunt us at home. Now, imagine that there is a chance that you could be held liable for your relative’s wrongdoings in a […]
September 28 2015 As an international trade and litigation lawyer, I represent many companies located outside Canada and appear frequently on their behalf at Canadian courts and tribunals. It is common knowledge that litigation, especially complex litigation involving millions of dollars, can take years to complete. Sometimes, one party will bring a motion for an […]
August 20 2015 Martin Aquilina, Business Lawyer In our previous article, “Lawsuits in the European Union: disarming the “Italian torpedo” with the Recast Brussels Regulation”, we discussed the impact the changes to the Brussels Regulation has on choice-of-court clauses. In this article, we will discuss the impact of the new rules on arbitration clauses. Often, such clauses […]
August 10 2015 Hugues Boisvert Founder & CEO, Business Lawyer Maybe you want to buy a business or maybe you want to sell one. There are two common ways through which a business can be bought or sold: sale of assets or sale of shares. In this article, we will discuss the difference between those two common […]
August 5 2015 In litigation, deadlines are everything. They ensure parties act in a reasonably quick and efficient manner, and make sure that court resources are not wasted. In many cases, they also prevent people from making a case so far down the road, that the defendant simply cannot defend itself due to insufficient memory […]
Canadian Tax Evasion Landscape In the recent years, the Canadian tax evasion landscape has been changing dramatically. With increasing international cooperation and the Canada Revenue Agency’s ambitious plan to prosecute tax evaders, it has been making many Canadians nervous. In addition, Canada has recently joined an international agreement to give those hiding income from offshore […]
Canadian taxpayers are required to self-assess and report their income each year. Often taxpayers reported their income incorrectly because errors are made. The Canada Revenue Agency (CRA) will reassess a taxpayer’s income if the agency discovers that a taxpayer has reported his or her income in an incorrect manner. Reassessments of a taxpayer’s income can […]