KNOWLEDGE CENTRE

Post-closing disputes in M&A often start the same way. Something surfaces, a claim is threatened, and the seller's first response is that the buyer had all of the information. It was in the data room.

Due diligence and Disclosure Schedules are connected, but they are not interchangeable. One is investigative. The other is contractual. Treating them as the same exercise, or leaving the schedules to reflect diligence findings on their own, is where deals create problems they did not need to have.

Did you know that directors' addresses are public? Here are ways to maintain director privacy.

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.

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.

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.

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.

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.

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.

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.