Board Meetings

If you’ve got a company in Canada, you’ve got a board of directors. So how do you run a proper board meeting? Procedure The first thing you should do is take a look at your corporate bylaws and, if you have one, shareholders agreement. Typically, the rules for calling and holding a board meeting will […]

Founders & Hats

The decision to go ahead and found a startup is an important one. And one of the first decisions you’ll have to make right after is who will make up the founding team and what hat each person is going to wear. There are a variety of different roles. Generally across most legal systems, we […]

Debt Financing

So you’ve got a friend or a relative, or maybe even an early stage third party seed investor who is ready to fork over a few grand to help you get your startup off the ground. The deal is simple: they give you cash, you promise to pay it back. What does it all mean? […]

Reverse Vesting

What is vesting? And how is it different from reverse vesting? Well I’m glad you asked! Being a child of the 1980s and having grown up on Teenage Mutant Ninja Turtles, I quote the famous Casey Jones of TMNT fame: “You gotta know what a crumpet it to understand cricket.” So before I explain vesting […]

Of Terms and Sheets

A few thoughts on term sheets: There are lots of “standardized” term sheets out there designed to streamline the startup financing process. The problem is most of them are drafted in the US with US legal considerations in mind. Watch out for those… If you see the word “stock” as opposed to “shares”, chances are […]

Setting Aside Shares

I give a lot of presentations on incorporation and organization at universities. One time, one of the students present had a great question about shares: “how do you know how many shares to issue to the founders and how many do you set aside for future financing rounds?” Great question. Now let’s debunk a myth […]

Getting Organized

Incorporating your startup is not enough. You need to get it organized. Organizing a corporation involves several steps, and at a minimum includes: Organizing resolutions of the directors (including adopting by-laws, a financial year-end, appointing an accountant, choosing a bank and issuing shares to shareholders). Subscription letters for shareholders (i.e., each founder needs to tell […]

Contracts for Startups 101

If you can read code (any type of code), you can read a contract. Yup – that’s right, contracts and coding have a lot in common. In fact, many of the skills I learned as a web programmer have helped me with drafting contracts. Show some code to a lawyer, and they’ll probably look at […]


So you’re ready to take the plunge and incorporate. Fantastic!! But before you run off to some website which offers you a low-cost incorporation service (and I’m sure that same website will tell you how unnecessary lawyers are at the incorporation stage), here are some things to think about: Are you going to incorporate federally […]


So you saw the Social Network and started chatting with some friends. You’ve got some great ideas and you think you can turn those ideas into a viable business. You’ve finally decided to take the plunge and found a start-up. First off, congrats! Now, any idea what you’re in for? At the time that the […]

Idea vs. Business

What’s the difference between an idea and a business. I can’t tell you how many times I’ve come across young entrepreneurs who, although they have no shortage of ideas, don’t understand that the idea is not enough. As Thomas Edison once said, “The value of an idea lies in the using of it.” Don’t forget […]

Date Your Angel!

So you’re out at an event and someone starts chatting you up around the free pizza table… You talk about yourself, but you’re careful not to talk too much about yourself. (You’re sensitive to that sort of thing and don’t want to come off too “full of it”…). You ask your new friend about themselves. […]