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KNOWLEDGE CENTRE
The Outsiders Law Knowledge Centre equips business and non-profit
leaders with the essential insights.


Law’s broken billing model
There’s an absurdity at the heart of legal billing: the more efficient you are at your job, the less you earn. In other words, the faster you solve a problem, the less you can bill for it.
Sebastian Elawny
Feb 182 min read


Building a better law firm: Four principles Big Law won't adopt
In previous posts, I shared my thoughts on “Big Law's” attrition crisis, retention failures, and the entrepreneurial paradox that drives away the best talent. This week: proof there is a better way. After 15 years in “Big Law,” I built Outsiders Law on four key principles.
Sebastian Elawny
Feb 42 min read


The Entrepreneurial Paradox: How “Big Law” weeds out future partners
Over the last few weeks, I've covered “Big Law's” attrition and retention crises. This week: the structural flaw that makes partnership impossible for those best suited for it.
Sebastian Elawny
Jan 282 min read


You can't wellness-program your way out of a structural problem
We care about your mental health. Here's a mindfulness app. Now go bill 2,000 hours." Big Law offers yoga while maintaining the exact structure causing burnout. Lawyers show stress at 1,200 billable hours—yet firms demand 1,700-2,000 annually.
Sebastian Elawny
Jan 202 min read


There is a “Big Law” attrition crisis that nobody knows how to fix
According to HR Law Canada, 47% of Canadian professionals report burnout, with legal professionals among the hardest hit. That's up from 33% in 2023. Nearly half who left “Big Law” cited burnout or stress. The trend is accelerating.
Sebastian Elawny
Jan 132 min read


The suitcase full of cash: When shotgun clauses backfire
If you’re drafting a shareholder agreement, think carefully about whether a shotgun clause is right for your situation. Because once you pull that trigger, you’d better be prepared for whatever comes next.
Sebastian Elawny
Dec 3, 20252 min read


Tag-along or drag-along? Who controls your exit?
Tag-along or drag-along? Most shareholders have no idea what these mean until it's too late. When a majority shareholder wants to sell, minority shareholders can get left behind, stuck with new owners they never chose, or forced to sell at terrible terms.
Sebastian Elawny
Nov 25, 20251 min read


Your partner isn't a "Monet": Why shareholder agreements can't wait
In my experience, most business relationships show cracks within 12 to 24 months. That's when you realize the other person isn't the right fit. That they're—let's be honest—not a Monet. And yet, most entrepreneurs wait until after that point to think about shareholder agreements.
Sebastian Elawny
Nov 18, 20251 min read


When business partners go their separate ways: Why every company needs a shareholder agreement
After years of practicing law, it still surprises me that the number one reason shareholder agreements fail is that most companies simply don't have one.
Sebastian Elawny
Nov 12, 20252 min read
FAQ: Minimum Number of Directors Required on a Charity / NPO Board?
What is the minimum number of directors a charity or NPO can have in Canada? This short post answers this frequently asked question.

Lex Klombies
Nov 10, 20252 min read
Understanding Share Structures
Understanding share structures in Canada can be a complicated task, so we've simplified it! Check out our latest blog post to learn more!
Sebastian Elawny
Jun 16, 20244 min read
Tag-Along or Drag-Along? – Action to be Considered
Having smooth operations and conflict resolution among shareholders is critical. With that being said, how does a company achieve clear, enforceable agreements among shareholders, and how are their interests protected? Unanimous Shareholder Agreements ( “USAs” ) often include specific clauses to manage the sale of shares and control over the company. Two important clauses are the tag-along (piggyback) and drag-along provisions. These two provisions will be the primary focus
Sebastian Elawny
Jun 12, 20244 min read
The Elements of Naming Your Corporation
This post discusses the legal requirements for naming a corporation in Canada, as well as how these elements can impact your name selection.
Sebastian Elawny
Jun 9, 20244 min read
Corporations in Canada - What Are They?
This article discusses incorporating a business in Canada, and how to properly structure a business corporation.
Sebastian Elawny
Jun 5, 20245 min read
Understanding Unanimous Shareholder Agreements – The Business Prenup
Just as a prenuptial agreement sets the terms for marriage, a Unanimous Shareholder Agreement (“ USA ”) functions as a "business prenup," defining the rules and expectations among shareholders. Managing a successful corporation requires active decision-making, balancing competing priorities, and detailed organizational planning. Often, as businesses grow rapidly, organizational planning can be overlooked. Disputes can occur unexpectedly for any number of reasons, such as ill
Sebastian Elawny
Jun 2, 20243 min read
The 5 W’s of Unanimous Shareholder Agreements
Do you want your other shareholders to be able to sell their shares to people you don’t know? What happens when one of you wants out of the business? What if one of your business partners is getting a divorce? Do you want their former spouse to be involved in your business? Unanimous Shareholder Agreements (the “ USAs ”) are essential agreements where more than one shareholder is involved in a business. Clearly setting out your rights and obligations is key to your busines
Sebastian Elawny
May 28, 20243 min read
Understanding Corporate Structures in Canada
Are you thinking of starting a business in Canada? Curious about which corporate structure would be best for you? Read on!
Sebastian Elawny
May 26, 20244 min read
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