Author name: Hadri Law

Can a Shareholders’ Agreement Take Priority Over a Corporation’s Articles or Bylaws?

Understanding the Hierarchy of Corporate Governance Documents in Ontario In Ontario, corporate governance is shaped by several key documents: the articles of incorporation, corporate bylaws, and any shareholders’ agreement. Each serves a distinct legal purpose, but when conflicts arise between them, business owners often wonder which document takes precedence, especially between a shareholders’ agreement and […]

Can a Shareholders’ Agreement Take Priority Over a Corporation’s Articles or Bylaws? Read More »

The Risks of Operating Without a Shareholders’ Agreement

Many business owners in Ontario incorporate their companies and begin operations without ever putting a shareholders’ agreement in place. This oversight can lead to significant legal and financial risks, especially when disagreements or unexpected changes arise. While Ontario’s Business Corporations Act (OBCA) offers some default rules, it does not address the unique needs and expectations

The Risks of Operating Without a Shareholders’ Agreement Read More »

Shareholders’ Agreement vs. Buy-Sell Agreement: Understanding the Key Differences

Business owners in Ontario often hear about the importance of having a shareholders’ agreement, but fewer understand how it differs from a buy-sell agreement. Although the two documents are closely related, and often included within the same legal framework they serve distinct purposes in managing ownership and succession planning. Understanding how these agreements function under

Shareholders’ Agreement vs. Buy-Sell Agreement: Understanding the Key Differences Read More »

Understanding Valuation Clauses in Shareholder Buyouts: What You Need to Know

Shareholder agreements are essential to the governance of a corporation, especially in closely held or private companies. One of the most critical yet often overlooked sections of a shareholders’ agreement is the valuation clause the provision that determines how a departing shareholder’s interest is valued and bought out. In Ontario, having a clear and enforceable

Understanding Valuation Clauses in Shareholder Buyouts: What You Need to Know Read More »

Understanding the Enforceability of Confidentiality and Non-Compete Clauses in Ontario

Understanding the Enforceability of Confidentiality and Non-Compete Clauses in Ontario In Ontario, confidentiality and non-compete clauses are common features in employment agreements, partnership contracts, and the sale of a business. Their main purpose is to safeguard business interests. However, not every restrictive covenant is enforceable. Whether a clause holds up in court depends on how

Understanding the Enforceability of Confidentiality and Non-Compete Clauses in Ontario Read More »

When Should You Update Your Shareholders’ Agreement? Key Triggers to Know

A shareholders’ agreement is one of the most important governance documents in any corporation. It defines the rights, responsibilities, and relationships between shareholders, and helps prevent internal disputes before they arise. But just like the business itself, this agreement should evolve over time. At Hadri Law, we frequently advise clients on when and why their

When Should You Update Your Shareholders’ Agreement? Key Triggers to Know Read More »

Is a Shareholders’ Agreement Necessary for a Sole Shareholder?

Understanding the Role of a Shareholders’ AgreementA shareholders’ agreement is often described as a private contract, but in practice it’s much more than that. It serves as a roadmap for how a corporation will be run, setting out in advance how shareholders make decisions, transfer shares, resolve disputes, and prepare for succession. By establishing these

Is a Shareholders’ Agreement Necessary for a Sole Shareholder? Read More »

Canadian Business Structures: Holding Company Vs Operating Company Explained

Starting a business can be confusing, especially when choosing the right structure. In Canada, two common options are holding companies and operating companies. This guide will explain their differences and how each works. Key Takeaways Understanding Holding Companies in Canada A holding company owns shares in other companies to control them. It does not manage daily operations but focuses

Canadian Business Structures: Holding Company Vs Operating Company Explained Read More »

How To Incorporate A Holding Corporation In Ontario: Step-by-Step Guide

Starting a holding company in Ontario can feel confusing. Ontario laws have clear steps for incorporation, but many miss small details. This guide explains everything step by step to make the process simple for you. Key Takeaways Understanding Holding Corporations in Ontario A holding corporation owns shares or assets of other companies. It does not make or sell goods but

How To Incorporate A Holding Corporation In Ontario: Step-by-Step Guide Read More »

Benefits Of Utilizing Holding Companies For Canadian Entrepreneurial Growth

Many Canadian entrepreneurs face challenges with taxes and protecting their assets. A holding company can help solve these issues by offering smart business solutions. This page explains why Canadian entrepreneurs use holding companies for growth and protection. Key Takeaways What is a Holding Company? A holding company owns shares in other companies. It does not run day-to-day business operations. Its main job is

Benefits Of Utilizing Holding Companies For Canadian Entrepreneurial Growth Read More »

What Is A Holding Company In Ontario And Why Should You Set One Up?

Setting up a business can feel confusing, especially when protecting assets or managing risks. A holding company is a tool that helps organize and safeguard your investments. This guide will explain what a holding company is and why it might benefit you in Ontario. Key Takeaways Overview of Holding Companies A holding company owns shares in other businesses but does

What Is A Holding Company In Ontario And Why Should You Set One Up? Read More »

Advantages Of Establishing A Canadian Holding Company

Struggling with high taxes or protecting your business assets? A Canadian holding company can help. It offers tax savings, asset protection, and smoother business transitions. This page shares the key benefits of setting up a holding company in Canada. Key Takeaways What Is a Holding Company? A holding company owns and manages assets, investments, or shares in other businesses. It does

Advantages Of Establishing A Canadian Holding Company Read More »

Ontario Business Language Rules: What You Need to Know

When entering a new province or expanding your operations in Canada, it’s important to understand the legal obligations surrounding language use. In Ontario, the primary language of business and government is English. Unlike some provinces in Canada that enforce bilingual service delivery, Ontario does not impose broad legal obligations on private businesses to operate in

Ontario Business Language Rules: What You Need to Know Read More »

Navigating Canada’s Anti-Spam Legislation: Essential Rules for Sending Commercial Electronic Messages

In today’s digital world, businesses frequently use email and other electronic tools to reach customers and clients. While effective, these communications must be carefully managed to comply with Canada’s Anti-Spam Legislation (“CASL”), one of the most stringent anti-spam frameworks in the world. If your business sends commercial emails or texts, understanding CASL is essential to

Navigating Canada’s Anti-Spam Legislation: Essential Rules for Sending Commercial Electronic Messages Read More »

Expanding to Canada: Why a Subsidiary Is Often the Superior Choice

Canada continues to attract global businesses thanks to its stable economy, multicultural society, and proximity to the United States. Cities like Toronto, Montreal, and Vancouver offer a dynamic commercial landscape supported by a highly skilled workforce and business-friendly immigration policies. However, expanding into Canada requires thoughtful strategic planning; particularly around how to establish your legal

Expanding to Canada: Why a Subsidiary Is Often the Superior Choice Read More »

Incorporating in Canada: Federal vs. Provincial Options

If you’re considering expanding your business operations into Canada, one of the first decisions you’ll face is whether to incorporate federally or provincially. Canadian businesses can be formed either under the federal Canada Business Corporations Act (CBCA) or under the corporate legislation of a specific province or territory. Both options provide a solid legal foundation

Incorporating in Canada: Federal vs. Provincial Options Read More »

Expanding into Canada: A Legal Overview for Businesses

Understanding Canada’s Legal Environment Canada’s legal and regulatory framework is shaped by both federal and provincial governments. While laws may vary across provinces and territories, many legal standards especially in areas such as corporate formation, employment, and taxation are harmonized or highly similar (except in Quebec, which follows a civil law system). Privacy regulation is

Expanding into Canada: A Legal Overview for Businesses Read More »

Asset vs. Share Purchase: Which Deal Structure Is Right for You?

Choosing between an asset purchase and a share purchase is one of the most important decisions in any M&A transaction. Both structures come with distinct legal, tax, operational implications, and getting it wrong can lead to unintended liabilities or missed opportunities. At Hadri Law, we help buyers and sellers evaluate the right structure for their

Asset vs. Share Purchase: Which Deal Structure Is Right for You? Read More »

Management Retention and Equity Rollovers: Key M&A Tools to Align Interests

In many private M&A transactions, buyers aren’t just acquiring assets or shares, they’re also investing in the people who helped build the business. That’s where management retention strategies and equity rollovers come in. At Hadri Law, we help structure deals that align incentives between buyers and key employees, supporting both a successful transition and long-term

Management Retention and Equity Rollovers: Key M&A Tools to Align Interests Read More »

Post-Closing Obligations in M&A: What Happens After the Deal Is Signed?

Closing day may mark the official transfer of a business, but it’s not the end of the road. Many responsibilities, obligations, and deliverables arise after the deal is signed, and failing to manage them can undermine everything the parties worked for. At Hadri Law, we help buyers and sellers navigate post-closing obligations to ensure a

Post-Closing Obligations in M&A: What Happens After the Deal Is Signed? Read More »

Due Diligence in M&A: What Buyers Should Always Verify Before Closing

When acquiring a business, excitement can build quickly, but smart buyers know that before signing the final agreement, there’s one critical step: due diligence. At Hadri Law, we guide our clients through legal, financial, and operational due diligence to uncover hidden risks and validate key assumptions. It’s not just about confirming the value of the

Due Diligence in M&A: What Buyers Should Always Verify Before Closing Read More »

Non-Disclosure Agreements (NDAs) in M&A: What to Include Before Sharing Confidential Info

Before any serious M&A negotiations begin, one thing must be in place: a solid Non-Disclosure Agreement (NDA). Also known as a Confidentiality Agreement, this document protects sensitive business information shared during discussions and due diligence. At Hadri Law, we ensure our clients enter negotiations on a secure footing by drafting and reviewing NDAs that safeguard

Non-Disclosure Agreements (NDAs) in M&A: What to Include Before Sharing Confidential Info Read More »

Transitioning Business Entity From Federal To Ontario Incorporation: Essential Considerations

Switching business structures can feel confusing. Federal and Ontario incorporations have clear differences, like name protection and compliance rules. This page explains the process of switching from federal to Ontario incorporation, step by step. Key Takeaways Switching From Federal To Ontario Incorporation: What You Need To Know Federal corporations must register in each province where they

Transitioning Business Entity From Federal To Ontario Incorporation: Essential Considerations Read More »

Cross-Border M&A: Legal Considerations for U.S. Buyers Acquiring Canadian Companies

The Canadian market offers strategic growth opportunities for U.S. businesses especially in technology, manufacturing, and professional services. But cross-border mergers and acquisitions involve added legal complexities that require early planning and clear execution. At Hadri Law, we regularly advise U.S. acquirers on structuring and closing Canadian transactions. Here’s what you need to know before making

Cross-Border M&A: Legal Considerations for U.S. Buyers Acquiring Canadian Companies Read More »

Escrow and Holdbacks in Private M&A: How They Protect Buyers and Sellers

When it comes to buying or selling a business, closing the deal doesn’t always mean the end of negotiations. Certain risks may extend beyond the closing date, and that’s where escrow arrangements and holdbacks come into play. At Hadri Law, we work closely with clients to structure these tools strategically, balancing protection with fairness. Here’s

Escrow and Holdbacks in Private M&A: How They Protect Buyers and Sellers Read More »

Working Capital Adjustments in M&A: Why They Matter

When buying or selling a business, the agreed-upon price often assumes a baseline financial position at closing. But what happens if that assumption turns out to be off? That’s where working capital adjustments come into play, and failing to properly address them can result in major post-closing disputes. At Hadri Law, we regularly advise clients

Working Capital Adjustments in M&A: Why They Matter Read More »

Understanding Representations and Warranties in M&A Transactions

Whether you’re buying or selling a business, representations and warranties are among the most important and most negotiated provisions in any purchase agreement. These statements form the foundation of trust between the parties and significantly impact the risk allocation in a transaction. At Hadri Law, we help clients on both sides of the deal understand

Understanding Representations and Warranties in M&A Transactions Read More »

Share Purchase vs. Asset Purchase: What’s Right for Your Business Acquisition?

One of the first and most important decisions in any M&A transaction is whether to structure the deal as a share purchase or an asset purchase. Both structures have different legal, tax, and commercial implications for buyers and sellers. At Hadri Law, we guide clients through every stage of buying or selling a business, including

Share Purchase vs. Asset Purchase: What’s Right for Your Business Acquisition? Read More »

Preparing Your Business for Sale: A Legal Due Diligence Checklist

Selling a business is a significant milestone, and a complex legal process that requires thoughtful planning. Whether you’re preparing for a share sale or asset sale, early legal due diligence can increase your company’s value, speed up the transaction, and reduce deal risks. At Hadri Law, we work with business owners across Canada and internationally

Preparing Your Business for Sale: A Legal Due Diligence Checklist Read More »

Maximizing Service Levels On Master Service Agreements: Essential Guide

Struggling with unclear service agreements? Service Levels On Master Service Agreements set clear rules for performance and expectations. This guide will help you create strong agreements that protect your business. Key Takeaways Understanding Service Levels on Master Service Agreements Service levels define expectations for performance and quality in agreements. They help ensure both parties meet their responsibilities clearly and

Maximizing Service Levels On Master Service Agreements: Essential Guide Read More »