Plain-language commentary on developments in Canadian business, technology, and regulatory law — written for US companies, in-house counsel, and US law firms working across the border.
Selling to an employee ownership trust can shelter up to $10 million of your capital gain from tax — now permanently, after Ottawa dropped the 2026 sunset. What an EOT is, who qualifies, and the 10-year clawback to watch.
Read More →Paste a contract into a public AI tool and you may be breaching an NDA, waiving confidentiality, and weakening privilege — without a single thing going wrong. What to check before you do it.
Read More →An earn-out pays part of the price later, based on performance in a business the buyer now controls. Choosing the metric, protecting the runway, and the employment overlap that can cost you the money.
Read More →The LOI looks preliminary, but it's where price, structure, and exclusivity get anchored. Which clauses actually bind, what to leave open, and why to get advice before you sign.
Read More →Ontario banned most employee non-competes in 2021 — but in a business sale they still bind. When a non-compete holds up in Canada, and the reasonableness test that decides.
Read More →Tariffs make a deal more expensive, not impossible — so force majeure rarely saves you. The delivery terms, duty allocation, and tariff clauses that actually decide who absorbs the cost in Canada–US supply deals.
Read More →As extreme weather becomes foreseeable, boilerplate force majeure quietly stops protecting you. Where climate risk shows up in your supply contracts, leases, insurance, and diligence.
Read More →Business value is earnings times a multiple, and the multiple is about risk. The changes that raise it — owner-independence, recurring revenue, clean legal diligence — and why they have to start a year or two before you list.
Read More →Sellers usually want a share sale, buyers usually want an asset sale, and the difference can change your after-tax proceeds dramatically. The lifetime capital gains exemption, employees, and the section 84.1 trap for family and employee deals.
Read More →There's no law that says you must hire one. What the lawyer actually does in a business sale — the representations, the tax structure, the closing — and what tends to happen without one.
Read More →A practical guide for US software companies, in-house counsel, and operators whose product, customers, or employees touch Canada. PIPEDA, Quebec Law 25, BC PIPA, and where US privacy programs typically fall short.
Read More →What US companies need to know about hiring their first Canadian employee — reasonable notice, worker classification, equity grants, restrictive covenants, and the permanent-establishment trap.
Read More →What US drafters most often miss when their limitation-of-liability and exclusion clauses are tested in a Canadian court. A practical look at the post-Tercon framework and what it means for commercial contracts.
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