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Between January 1, 2024 and December 31, 2026, business owners can access significant tax benefits when selling a qualifying business to an employee ownership trust ("EOT") pursuant to a transaction that constitutes a qualifying business transfer. Among other benefits, eligible vendors are entitled to receive a shared pool of up to $10 million in capital gains deductions (the "EOT Deduction").

Canada’s ratification of the Apostille Convention replaces the traditional – time-consuming and complex – legalization process with a standardized one-page Apostille certificate that, once issued, is recognized as valid by all member countries without further authentication. This benefits individuals by easing international mobility for work, education, or personal business and helps businesses by smoothing cross-border transactions. Canada's adoption of the Convention is not without challenges, including the delay in implementing electronic Apostilles, which limits efficiency. Still, Canada’s accession to the Convention is a major step toward global integration and strengthens its legal and commercial ties with member countries.

We are pleased to share that through the Ontario Business Registry (OBR), the Ministry of Public and Business Service Delivery and Procurement has made great strides to ensure there are a variety of convenient and secure service channel options available to Ontario businesses, Service Providers (1), and Intermediary Organizations (2). This notice is to inform you about our expanding service delivery options and the requirements of a Company Key to access the OBR system.

Franchise Law is a trap for the unwary lawyer. The consequences of getting it wrong can be significant, not only to the public, the client, and to various individuals related to the client, but also for the lawyer. According to LawPRO’s most recent statistics the average dollar value of a negligence claim against lawyers in franchise matters was approximately five times the claim value in almost every other area of law.

In May, the Ontario Securities Commission (OSC) announced a set of initiatives it is testing to support early-stage capital raising for Ontario businesses. The initiatives include an extension of Ontario Instrument 45-507 Self-Certified Investor Prospectus Exemption (Interim Class Order), which permits Ontario investors who may not meet the accredited investor financial criteria, but have qualifying education or work experience, to invest in private Ontario businesses.

Business owners can now access significant tax benefits when selling a qualifying business to an employee ownership trust pursuant to a transaction that constitutes a qualifying business transfer. Among other benefits, eligible vendors are entitled to receive a shared pool of up to $10 million in capital gains deductions. This article will provide an overview of the eligibility requirements and an outline of the various benefits of EOT Transactions.

Effective January 22, 2024, private corporations governed by the <em>Canada Business Corporations Act</em> are required to publicly disclose their individuals with “significant control” (“ISCs”); however, the ISC identification rules remain murky in their application to shareholders that are trusts. Government guidance is urgently required to ensure corporations and shareholders can properly meet these new obligations.

With the May 31 deadline for filing a report less than a month away, Canada's Fighting Against Forced Labour and Child Labour in Supply Chains Act ("S-211") is now a "front burner" item for many Canadian businesses.

On December 7, 2023, the Office of the Privacy Commissioner of Canada released an article with nine principles intended to guide developers, providers and organizations to properly navigate the development and use of generative artificial intelligence. Privacy concerns arise where the AI is trained on data sets that include personal information.

Insurance can be a useful tool for someone preparing their estate plan. In this article, Jay Hershfield and Holly LeValliant discuss the unique advantages insurance has for business owners. They discuss how a business owner may use insurance to provide for the smooth transfer of their business, to equalize their estate, and to maximize the value of their estate.

This article summarizes the decision in Badesha v. Cronos Group, Inc., 2023 ONSC 5678, which considered when a court will take jurisdiction over claims of certain class member purchasers of securities on a foreign exchange.

A shareholders' Agreement is often overlooked by business owners. This shareholders' Agreement can assist the owners of the business entity to understand their rights, obligations, and expectations when it comes to their business dealings especially where there is conflict. It is important to assist clients to recognize why they require a shareholders' agreement where there is more than one shareholder in a business.

This is a follow-up article to the one titled “Digital Signing of Documents for Business Lawyers”.  The purpose of that article was to help with considerations on the use of electronic, digital or remote signing. The purpose of this article is to provide tips on getting documents successfully signed digitally or electronically once the decision to use that method has been made.

The purchase and sale of a business mirrors the laws of contract in terms of its elements, however, there are more aspects to be considered. The purpose of this article is to give the reader a general overview of the process involved in buying and selling a business, and it is in no way exhaustive of the intricacies involved in buying and selling a business. 

Your committee participation gives you a chance to play an important role in shaping and amplifying the impact of this dynamic practice area.

Questions we should be asking and considerations we need to keep in mind with respect to digital signing of documents for business lawyers.

Our guest star for May's "Featured Member" series is Avechi Chimara, current member-at-large on the Business Law Committee.

Our guest star for March's "Featured Member" series is Lauren J. Dalton, current newsletter editor and incoming chair of the International Business Law Committee. Lauren is an associate in the Corporate & Financial Services Department of Willkie Farr & Gallagher LLP in New York. We thank Lauren for her participation and hope you enjoy getting to know her!

Our guest star for February’s "Featured Member" series is Anjana Bhaskaran, secretary of the Business Law Executive. We thank Anjana for her participation and hope you enjoy getting to know her!

Our guest star for February’s "Featured Member" series is Andreea Muth, one of our CPD liaisons in the Business Law Executive. We thank Andreea for her participation and hope you enjoy getting to know her!

Our guest star for January's "Featured Member" series is Hank White, CPD liaison of the Business Law Executive and a senior lawyer editor (Banking and Finance) at Practical Law Canada. We thank Hank for his participation and hope you enjoy getting to know him!

Find out more about the new changes to the Ontario Business Registry.

Our guest star for November's "Featured Member" series is Daniel Hirsh, current chair of the Business Law Executive and a sole practitioner at Hirsh Law in Toronto, Ontario. We thank Daniel for his participation and hope you enjoy getting to know him!

Corporate annual return filing changes – an update.

Committee participation gives you a chance to play an important role in business law advocacy, education and legislative reform – all while building your profile and growing your network within this dynamic practice area.

This month, we are introducing a new series, "Featured Members," to shine a spotlight on members of the OBA's Business Law Section. We hope this series can help to connect OBA members practicing in areas such as corporate, real estate and wills and estates law across the province of Ontario. If you would like to be included in the "Featured Members" series, please reach out to the Business Law Executive Newsletter Editor, Lauren Dalton, at ldalton@willkie.com.

On May 6, 2021, the Ontario government enacted Ontario Regulation 335/21 , amending Regulation 182 of R.R.O. 1990 (the general regulations of the Corporations Information Act (Ontario). This article provides a summary of the impacts of the amending regulation on Ontario corporations, foreign business corporations and Ontario charities with respect to the filing of corporate annual returns.

There are nuances to be aware of when reviewing and negotiating a service agreement. These issues are important to address to ensure that the parties to the contract understand and agree to the nature and kind of services being provided thereunder. This article provides examples of common errors that are likely to be overlooked while reviewing and negotiating a service agreement and provides possible solutions to address problems that could arise.

A recent decision by the Supreme Court of Canada, involving a dispute over whether an agreement governing a parking facility had been adopted by a strata (condominium) corporation, provides a useful summary of basic contract principles applied in the context of a pre-incorporation contract. This decision is important for Ontario not-for-profit corporations and business corporations incorporated in Nova Scotia (even if they operate in Ontario).