Recent Insights
Recent Insights
We share practical insights on venture capital, M&A, commercial transactions and startup topics.
Our focus is on clarity and outcomes: articles that get to the point - written by lawyers who close deals every week.
Whether you’re preparing for your first institutional round or your next acquisition, these insights are designed to help you make confident, informed decisions.
mergers & acquisitions
AI risk isn’t limited to AI companies. In venture deals and M&A transactions, AI reps and warranties are in the negotiation spotlight.
Canadian tax mechanics shape deals. If you structure early with this in mind, you win twice: once in certainty and again in economics.
The best earn-outs turn uncertainty into alignment: structuring risk, incentives, and trust so both sides stay invested in the same outcome with minimal opportunities for dispute.
Well-crafted earn-outs can bridge valuation gaps and move a deal forward, but they must be structured carefully to allocate risk appropriately and minimize opportunities for post-closing conflict.
In Canadian cross-border deals, it’s important to be aware of some key regulatory matters that can affect deal closing.
In every sale or acquisition, there’s a point where numbers stop mattering and structure decides the outcome. The best buyers and sellers know a deal’s real value lives in its terms, not the headline price.
What is a Data Room? How should you organize one? What should you be aware of when populating it? Let's get into it.
venture capital
AI risk isn’t limited to AI companies. In venture deals and M&A transactions, AI reps and warranties are in the negotiation spotlight.
SAFEs are the most common form of early stage financing, but they are far from simple. This Primer covers many of the FAQs we receive as lawyers about the SAFE.
What are Investor expectations in a financing with respect to a company’s capitalization?
What is a Data Room? How should you organize one? What should you be aware of when populating it? Let's get into it.
Cap Tables are a big part of the venture capital world, and critical to understand as a founder. This is our deep dive on cap tables. Buckle up.
Disclosure Schedules are a significant part of the legal process when completing a Preferred share or institutional (VC) financing. What do you need to know when working with your lawyer to prepare one?
You’ve raised some money, now what do you need to know before promoting?
We’ve created a quick primer of the process of raising capital under the EBC tax credit program.
Depending on who you wish to have invest in your company, raising capital through the sale of securities can range from being a relatively complex process, to being a relatively simple one.
With all these variables, and with little to no financial data to rely on, the key to setting a valuation for your early stage startup is: (a) to inventory all that you have that gives you confidence in your pursuit of this business at this time, (b) know your financing roadmap and how this valuation fits in strategically, (c) get some input from experienced and trusted advisors, then (d) make a decision and go.
STARTUPS
It’s generally better to set up a corporation sooner rather than later, to protect your business, ensure investability, and avoid major tax problems.
The annual Benefit Report is the primary requirement for maintaining status as a Benefit Company. Here’s what you need to know about the Benefit Report.
Primer on Vesting Schedules: covering Time-based Vesting, Milestone-based Vesting, and Mixed Vesting.
We’ve created a quick primer of the process of raising capital under the EBC tax credit program.
How many directors should your early stage company have? Typically, 1 to 3 directors. Don’t be hasty to add to your board. You should protect your board as much as possible.
This is a primer on Stock Options and the questions about them that we most frequently receive.
In short, the board of directors has the power to make decisions for the company while the board of advisors simply offer their advice and support to the board of directors.
If you’re a foreign resident starting a business in Canada, or you’re investing in an existing Canadian business, you may be required to report this activity to the Canadian government.
With all these variables, and with little to no financial data to rely on, the key to setting a valuation for your early stage startup is: (a) to inventory all that you have that gives you confidence in your pursuit of this business at this time, (b) know your financing roadmap and how this valuation fits in strategically, (c) get some input from experienced and trusted advisors, then (d) make a decision and go.
Founder Vesting typically refers to the right a Company has to repurchase the founders shares at a nominal price if they leave the Company during the vesting period.
Short answer, yes. But know their limitations and risks.
A license gives you the right to do something or to use something owned by someone else.
Dilution occurs because the total number of shares in the company has increased, while the number of shares held by each person has remained the same.
Three reasons to incorporate: (1) Liability Protection, (2) Investability, and (3) Intellectual Property & Business Asset Protection
Simple overview of: (1) Debt, (2) Equity / Shares, and (3) Convertibles - Convertible Debt and Convertible Equity (SAFEs).