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Practical writing on business law and compliance

Notes based on the matters we actually see, not general commentary. Written for business owners and operators, not other lawyers.

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Business Compliance·2026-06-05·6 min read

A practical compliance checklist for growing Ontario businesses

Compliance obligations expand quietly as a company grows. Here's what tends to get missed, and when to revisit it.

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Employment Regulations·2026-05-22·5 min read

What makes an employment agreement actually hold up

A termination clause that looked fine at signing can fail entirely by the time it's needed. Here's why, and what to check.
Corporate Governance·2026-05-08·6 min read

Corporate governance basics for a board that's outgrown its founders

The governance that works for two founders and a notebook doesn't work once outside directors join. Here's what to formalize first.
Commercial Contracts·2026-04-24·5 min read

The commercial contract clauses most worth a second read

Most contract disputes trace back to a handful of clause types. Here's where to focus a review when time is limited.
Intellectual Property·2026-04-10·6 min read

Protecting intellectual property before you need to defend it

Most IP disputes are more expensive to fix after the fact than to prevent early. Here's where to start.
Risk Prevention·2026-03-27·5 min read

The legal risk review that's easier to do before a dispute than after

A structured annual review catches most of what would otherwise turn into a costly dispute. Here's what it should cover.

Business Compliance·2026-06-05·6 min read

A practical compliance checklist for growing Ontario businesses

Compliance obligations expand quietly as a company grows. Here's what tends to get missed, and when to revisit it.

Compliance grows with headcount, not just revenue

Many of the regulatory obligations that apply to a business are triggered by employee count, not revenue, which means a company can cross an important threshold without any change in how it feels day to day. Reviewing obligations against current headcount, not just against the plan from a year ago, is a simple habit that catches this early.

Corporate filings are easy to lose track of

Annual returns, registered office updates, and director changes are administrative rather than urgent, which is exactly why they get missed. A simple annual calendar review, tied to a fixed date rather than "whenever we think of it," prevents most lapses.

Contract obligations deserve the same discipline as regulatory ones

Renewal deadlines, notice periods, and exclusivity terms buried in supplier or client contracts function like compliance obligations even though they're commercial rather than regulatory. Tracking them in the same review cycle, rather than leaving them to whoever signed the original agreement, closes a common gap.

A short annual review beats a long one after a problem appears

Companies that review compliance obligations once a year as routine spend far less time on it overall than companies that only look closely after an issue surfaces. The review doesn't need to be exhaustive to be useful, it needs to be regular.

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Employment Regulations·2026-05-22·5 min read

What makes an employment agreement actually hold up

A termination clause that looked fine at signing can fail entirely by the time it's needed. Here's why, and what to check.

Termination clauses are the most litigated part of an employment agreement

Ontario courts have struck down termination provisions for reasons that seemed minor at drafting time, including language that technically contracts below the minimum standards set by employment legislation, even if that was never the intent.

A clause that was valid when signed can become invalid later

Employment standards legislation changes periodically, and a termination clause drafted against an earlier version of the law can become unenforceable without anyone updating the agreement. Periodic review matters as much as the original drafting.

Severability clauses don't always save a bad provision

Many employers assume a severability clause will preserve the rest of an agreement if one provision is struck down. Courts have taken a narrower view of this in employment cases more than once, which is a reason to get the termination language right the first time rather than relying on a backstop.

Template agreements need a regular second look

An employment agreement template that was reviewed by counsel three years ago is not the same as one reviewed against current law. A short annual check against recent case law is far less costly than defending an unenforceable clause after a termination.

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Corporate Governance·2026-05-08·6 min read

Corporate governance basics for a board that's outgrown its founders

The governance that works for two founders and a notebook doesn't work once outside directors join. Here's what to formalize first.

Informal governance works until it doesn't

Two founders making decisions over coffee is a legitimate governance model for a very early company. It stops working the moment an outside investor, independent director, or second class of shareholder enters the picture, and by then it's harder to formalize under pressure than in advance.

Board minutes are a legal record, not a formality

Properly kept board minutes protect directors and the company alike, particularly in disputes about whether a decision was properly authorized. Treating minutes as a compliance chore rather than a protective record is a common and avoidable gap.

Conflict of interest policies should exist before they're needed

A board without a written conflict-of-interest policy is not necessarily acting improperly, but has no clear process when a real conflict arises. Adopting a policy before it's tested is far easier than drafting one during a dispute.

Shareholder agreements should evolve with the shareholder base

A shareholder agreement drafted for three founding shareholders often doesn't anticipate the rights of a later investor or an employee holding options. Revisiting the agreement at each major financing event, rather than only at formation, keeps it aligned with who actually holds equity.

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Commercial Contracts·2026-04-24·5 min read

The commercial contract clauses most worth a second read

Most contract disputes trace back to a handful of clause types. Here's where to focus a review when time is limited.

Auto-renewal clauses cause more disputes than their length suggests

A single sentence about automatic renewal, easy to skim past, is one of the most common sources of contract disputes we see, particularly when notice periods are short or the renewal term is longer than expected.

Indemnification clauses deserve attention proportional to the risk, not the word count

Indemnification language is often dense and easy to defer to "standard terms," but it defines who actually bears financial responsibility if something goes wrong. It's worth reading closely in proportion to the contract's risk, not its length.

Limitation of liability clauses can be narrower than they read

A limitation of liability clause that looks protective on its face can exclude fewer scenarios than assumed, particularly around gross negligence or breach of confidentiality carve-outs that are easy to miss on a first read.

Assignment clauses matter more during a sale than at signing

Whether a contract can be assigned to a buyer without the other party's consent rarely matters until a sale or reorganization is underway, at which point an unfavorable assignment clause can complicate a deal that has nothing to do with the original relationship.

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Intellectual Property·2026-04-10·6 min read

Protecting intellectual property before you need to defend it

Most IP disputes are more expensive to fix after the fact than to prevent early. Here's where to start.

Ownership should be confirmed in writing, not assumed

Work created by a contractor is not automatically owned by the company that paid for it under Canadian law unless the agreement says so clearly. Confirming IP assignment in every contractor and employee agreement closes one of the most common gaps we see.

Trademark registration is cheaper before a conflict than after

An unregistered trademark can still be defended in some circumstances, but registration meaningfully strengthens a company's position and is far less expensive before a conflict arises than during one.

Trade secrets need a process, not just a label

Calling something confidential doesn't make it a protectable trade secret if the company hasn't taken reasonable steps to keep it that way. Access controls and confidentiality agreements are part of the legal protection, not just good practice.

Licensing terms deserve the same scrutiny as a sale

A licensing agreement that under-defines scope, territory, or exclusivity can create disputes years later, even if the relationship started smoothly. Clear boundaries at the outset prevent most of these disagreements.

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Risk Prevention·2026-03-27·5 min read

The legal risk review that's easier to do before a dispute than after

A structured annual review catches most of what would otherwise turn into a costly dispute. Here's what it should cover.

Most disputes have a visible precursor

Looking back at commercial disputes we've handled, the majority had an identifiable warning sign months or years earlier, whether a contract clause, an unresolved employee complaint, or a compliance gap that was known but deprioritized.

An annual legal risk review doesn't need to be exhaustive to be useful

A structured review covering key contracts, employment practices, and corporate records, done once a year, catches most of what an exhaustive quarterly review would, at a fraction of the ongoing cost.

Documentation matters as much as the underlying decision

A reasonable business decision that isn't documented can be harder to defend later than a well-documented one that turns out to be wrong. Keeping a written record of key decisions is a low-cost form of risk management.

The cheapest time to involve counsel is before a decision, not after

Legal review before signing a significant agreement or making a major personnel decision is consistently less expensive than legal representation after that decision creates a dispute.

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