Crafting Shareholder Agreements |

Crafting Shareholder Agreements

Crafting Shareholder Agreements

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Jonathon Baker
Viona Duncan
Stephen D. Kertzman
1 hour
$119.00 plus tax
CPD Finance Conference 2017
Includes Handouts

A good shareholder agreement will ensure that all shareholders understand their rights, obligations, and what their roles are in the operation and potential sale of the company. Some of the issues to be discussed:

  • Key Clauses to be included in every Shareholder agreement
  • Voting rights
  • Drag along/Tag along clauses
  • Anti Dilution
  • Non competition
  • Transfer/Sale/Assignment
  • Right of First Refusal


Jonathon Baker

Jonathon is the Managing Principal of Law Studio Professional Corporation, with offices in Toronto and Peterborough, providing innovative legal services to small and medium-sized enterprises - corporations, partnerships and sole proprietors.

A graduate of the JD/MBA Programme of Osgoode Hall Law School and the Schulich School of Business, Jonathon subsequently obtained two Master of Laws degrees - one from the University of Edinburgh and a second from Osgoode Hall Law School.  
Jonathon was called to the Bar in 1995.  Since that time he has practiced primarily commercial litigation, with extensive experience in corporate, shareholder and partnership disputes, bankruptcy and insolvency, debtor-creditor matters and fraud claims.

Jonathon is a member of the Canadian, Ontario and American Bar Associations, The Advocates’ Society and the Toronto Lawyers Association.  He also is a member of the Board of Directors of Community Living Peterborough.

Proud of his Scottish heritage, Jonathon has been known to wear his kilt to the office from time to time. He is also well known for perennially leading his hockey team in penalty minutes.

Viona Duncan

Viona Duncan is a Gowling WLG partner based in Ontario. Her practice is primarily transactional, with an emphasis on helping Canadian, U.S. and international clients with mergers and acquisitions and debt and equity financings.

Viona works closely with both traditional and technology companies, from startups to mature organizations. In addition to her M&A experience, she regularly provides assistance to clients on a  variety of technology contracting matters, including licensing, joint venture, strategic alliance and distribution agreements.

Viona is highly regarded for her ability to provide strategic, proactive and practical advice to her clients on complex M&A matters, as well as day-to-day commercial matters. She is currently co-lead of the firm's global tech sector group.

In addition to serving on the boards of directors of several private companies, Viona is currently an active member of the Board of Trustees and the Nominating and Governance committees of St. Mary's General Hospital.

Stephen D. Kertzman

Stephen is a Director in the Transaction Advisory Services group in Toronto. Stephen is a member of the Board of Directors at the International Institute of Business Valuers.  Over 15 years’ experience specializing exclusively in business and securities valuation. Completed numerous valuations reports for corporate finance activities (acquisitions /divestures /mergers), corporate reorganizations, income tax, litigation matters and fairness opinions in connection with regulatory requirements and other purposes. Worked with a broad base of clients, including mid-size and large private companies and public companies across a wide array of industries. Completed numerous loss quantification reports in complex litigation matters. Advisory services in respect of shareholder value enhancement in private companies.

Stephen has qualified as an expert witness in business valuation, loss quantification, tax and related matters, and has testified before the Superior Court of Justice (Ontario). His evidence has been reviewed by the Ontario Court of Appeal.  Stephen is also a frequent author and speaker on loss quantification, valuation and income tax matters. Expert evidence reviewed by the Ontario Court of Appeal.

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