Advising A Business – Start-Up to Exit |

Advising A Business – Start-Up to Exit

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Jennifer Allen
Jordan Dolgin
Fraser McDonald
Toronto Lawyers Association (TLA)
125 minutes
$149.00 plus tax
Includes Handouts

Every business goes through a standard cycle of start-up and growth, to considering whether to sell or exit the market completely. As lawyers in this field, you play an important role in advising clients so that their business benefits. Gain a 360-degree perspective of all the critical moments in the lifecycle of a business from seasoned corporate lawyers, so that you can become a trusted advisor! This program is designed for business lawyers in the first 8 years of practice and nonbusiness lawyers with an interest in business law.

Topics to be covered include:

  • Business Start-ups: What are the most popular business vehicles and why?
  • Shareholder/Partnership Agreement Considerations: Common drafting mistakes
  • Raising Early Stage Capital: What key items need to be negotiated in a typical financing?
  • Employee Equity Considerations: The interplay between employment laws and employee equity considerations.
  • Purchasing/Selling a Business: What legal preparations are necessary to sell a business?
  • Managing Business Divorces: When to involve litigation counsel?

Detailed Agenda

  1. Managing the client relationship:
    1. What are common incorporation mistakes?
    2. How to advise the client on which EEA is best for them?
    3. Interplay between employment laws and EEAs.
    4. LOI considerations.
    5. Inside vs. outside sales.
    6. Addressing price adjustments.
    7. Addressing payment considerations.
    8. Key negotiation considerations.
    9. How to manage an M&A transaction?
    10. What are the root causes of corporate divorces?
    11. Assessing client objectives.
    12. Assessing legal rights and remedies.
    13. Assessing Strategic considerations.
    14. When to involve litigation counsel?
    15. Become Tax Aware.
    16. Understanding Project Management.
  2. Effective client communication re Shareholder Agreements (15 minutes):
    1. Is it possible to have a basic/simple agreement?
    2. Does it have to be a USA?
    3. Common drafting mistakes.
    4. Legal implications of unsigned shareholder agreements.
    5. When should shareholder agreements be signed?
    6. How frequently should shareholder agreements be reviewed?
    7. Role of Lawyer & Conflicts.
    8. How to manage the client process.
    9. How to ensure new shareholders are bound by a USA?
    10. Special considerations and best practices.
  3. Importance of retainer letters (5 minutes)
  4. Dealing with ethical issues arising during the client relationship (10)
    1. Solutions mindset.
    2. Understanding Client Objectives.
  5. Managing conflicts arising at the outset and throughout the client relationship (10 minutes):
    1. Asset protection considerations.
    2. How to protect shareholder loans?
    3. Watch for conflicts/Define Your Role.
    4. Improve Your Negotiation Skills.
  6. Client confidentiality (5 minutes)
    1. NDA considerations.
  7. How to legally prepare to sell a business?
  8. Structure of Transaction – assets vs. shares?
  9. What are the most popular business vehicles and why?
  10. Single vs. Broad based EEAs.
  11. What are the usual EEA documents to consider?
  12. What are the different types of EEAs?
  13. What are the most common types of business financing?
  14. What are the basic securities law considerations?
  15. What are typical financing documents?
  16. What key items need to be negotiated in a typical financing?
  17. Special considerations with multiple investors.


Jennifer Allen

Jennifer has been practicing for over 14 years in top-tier Bay Street firms in the areas of corporate finance, mergers and acquisitions and private equity. In addition, Jennifer acts for a variety of clients from entrepreneurs and start-ups to established companies on day to day operational matters such as corporate structuring, establishing Canadian businesses, requirements under federal and provincial privacy and anti-spam legislation.

Jennifer advises a variety of clients, including not-for-profit institutions, private companies, and financial institutions. She has experience advising on a wide range of business agreements, including partnership agreements, consulting and services agreements, non-disclosure agreements and distribution agreements.

Prior to becoming a lawyer, Jennifer spent several years in the personal financial services industry, dispensing advice regarding domestic and international investment opportunities..

Jordan Dolgin

Jordan Dolgin is an established Toronto business lawyer with more than 2 decades of experience assisting clients at each stage of the business life-cycle.

He is well-known for his ability to successfully close major business transactions including angel/VC financings and M&A transactions as well as successfully guide clients through the challenges of shareholder disputes and corporate divorces.

Jordan’s practice style adopts a client-driven approach that emphasizes a sense of urgency and innovation, detailed analysis, common sense advice, regular communication, solid project management and, most importantly, results.

He believes in the importance of continuous professional development and is a frequent contributor to several industry publications and participates regularly in professional and client lecture series.

Jordan strives to be “more than just a lawyer” and has cultivated an extensive network of valued, multi-disciplinary professionals, mentors and intermediaries that are readily available to assist his clients throughout their business life-cycle.

He is very active in the York Region business and technology community.

Fraser McDonald

Fraser has been practising for over 30 years in the areas of capital markets and securities, mergers and acquisitions, private equity and corporate governance, and has significant expertise in structuring, negotiating and implementing sophisticated financing transactions, mergers, acquisitions, divestitures and reorganizations.

Fraser has acted for both domestic and foreign issuers and underwriters in Canadian and cross-border public offerings, including initial public offerings, and private placements of debt and equity, and for acquirers, targets and financial advisers in connection with merger and acquisiiton transactions, including take-over bids and plans of arrangement. Fraser has also acted as independent counsel to special committees of public entities in connection with a variety of transactions. His practice encompasses both transactional work and advising on governance matters, securities compliance and stock exchange matters. He has advised in respect of clients and transactions involving a wide variety of industries, including resource exploration and mining, energy, technology, manufacturing, pharmaceuticals, media, entertainment and sports and real estate.

Fraser also has also advised in respect of shipping, aviation and rolling stock financings and public offerings in the United States, the United Kingdom, Canada and Europe, including listings on major international stock exchanges.

Fraser has both in house and regulatory experience as well, having served a twelve month secondment as General Counsel of a Toronto Stock Exchange-listed investment corporation with interests in both public and private entities, providing in-house expertise on mergers and acquisitions, capital markets and securities law matters, and a twelve month secondment to the

staff of the Ontario Securities Commission. Fraser’s experience also includes serving on the boards of public and private corporations, as well as not-for-profits.

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