01 Plain Language for clients and counsel
Written to be used.
Complex legal topics explained clearly for clients, professionals, and the public, and precise enough to actually inform the decisions that follow.
Plain-language explainers, case commentaries, and practice notes across civil litigation, commercial litigation, business law, appeals, and select cross-border topics. Read, then get in touch if your situation calls for it. The Information Portal is a working archive, not marketing copy. Each post is written by counsel at the firm and drafted to the same standard of care we apply to the files we handle.
What you'll find
Each post is written by counsel at the firm and drafted to the same standard of care we apply to the files we handle. The aim is practical: explain the doctrine, note what has changed, and point to what matters next. Long-form articles, case commentary, and short practice notes on the mechanics of procedure.
Complex legal topics explained clearly for clients, professionals, and the public, and precise enough to actually inform the decisions that follow.
Recent developments, new case law, and procedural changes, written up as they happen with the practical consequences drawn out plainly.
Actionable takeaways so readers can move from reading to decision-making, whether that is on their own, with in-house counsel, or with us.
The information provided on this site is for general informational purposes only and should not be relied upon as legal advice. Content may not be comprehensive or current at the time you read it. Consult a qualified lawyer on any specific legal question or matter. Grigoras Law is not responsible for any damage or loss arising from reliance upon this information.
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Latest content
What the arbitration clause in a shareholders’ agreement does when a partner sues for oppression anyway, and what an arbitrator can order once the dispute gets there.
Mergers and acquisitions are among the most complex transactions in commercial law. When something goes wrong, the litigation that follows is every bit as complex as the deal itself. This guide explains the most common ways disputes arise from private M&A transactions in Canada.
A director resigns in anger at the end of a heated board meeting. Two days later, they want the resignation back. Can they simply withdraw it? The answer is no, not without the board’s consent. Once a director submits a valid written resignation, the corporation decides whether to accept the withdrawal, not the director. This post explains how resignation works under the CBCA and OBCA, what makes a resignation legally effective, and what Canadian courts have said about the limits of unilateral withdrawal.
The modern business enterprise rarely operates through a single corporation. Most businesses of any scale structure their operations across multiple related legal entities. This guide explains how subsidiary corporations work under the Canada Business Corporations Act and the Ontario Business Corporations Act, why businesses use them, and what legal consequences flow from the parent-subsidiary relationship, including the limits of separate legal personality and when courts will disregard it.
The absence of a shareholders’ agreement does not mean the absence of rules. It means the default statutory rules apply, and those rules were not written with your specific business in mind. For closely held corporations, the mismatch between the statutory defaults and the parties’ actual intentions is often severe. This guide explains what shareholders’ agreements are, how they interact with the corporate constitution, what every well-drafted agreement should contain, and the legal consequences of getting them wrong.
The board of directors sits at the centre of Canadian corporate governance, bearing ultimate legal responsibility for how a corporation is managed. This article covers the statutory requirements for board composition, the meaning of director independence, what powers the board can and cannot delegate, and how unanimous shareholders’ agreements redistribute duties and liabilities between directors and shareholders.
Private-sector privacy laws in Canada rest on the idea that personal information belongs, first and foremost, to the individual. Organizations are entrusted with that data only for legitimate, specified purposes, with meaningful consent. From the right to access and correct data, to rules on collecting, using, disclosing, and safeguarding information, these laws hold businesses accountable while individuals keep control over their digital identities.
A services contract sets the ground rules for one party’s performance of services for another. Whether you are hiring a web developer, an engineering consultant, a marketing agency, or a company to provide specialized equipment maintenance, a written agreement sets out what each side owes the other.
Money laundering is more than the stuff of thrillers or high-stakes financial crime dramas; it is a global problem that poses a real threat to the integrity of financial systems, public safety, and economic stability. In Canada, a detailed set of statutes, regulations and reporting obligations aims to thwart these illegal practices, penalize offenders and keep legitimate businesses from being used, unwittingly, for criminal activity.
Financing a business transaction, whether it’s an asset purchase or a share acquisition, can be complex, involving multiple parties, financial arrangements and legal considerations.
Starting a business is a thrilling adventure, akin to setting out on an uncharted path. Every decision made at the outset lays the foundation for future success. One such decision is selecting the right business structure. This is more than a bureaucratic step; it shapes the very essence of your business, influencing liability, tax implications, operational processes, and more.
For many business owners, the question “How much is my business actually worth?” weighs heavy on their minds. This is particularly true if you’re considering selling your business. The value of your business significantly influences the returns you receive from its sale. This factor not only affects your negotiation strategies but also has potential implications for your future financial well-being. The process of determining this value is known as business valuation, and it’s a detailed exercise that requires professional knowledge.
How does Canadian tax law impact professional athletes? To understand this, we need to think about multiple scenarios, and consider the athlete’s residency, their affiliations with Canadian or foreign-based teams, and the ever-changing politics of the taxation of sports franchises in Canada.
The Canadian cosmetics industry generates billions of dollars. In 2021, the cosmetics market in Canada generated approximately USD 1.24 billion in revenue, and industry revenue is expected to grow by 1.45% annually to reach USD 1.8 billion by 2024.
Share capital is the primary means of ownership and property rights in a corporation. In Canada, share capital is regulated by the Canada Business Corporations Act (“CBCA”), which serves as a model for most Canadian jurisdictions.
According to Section 15(2) of the Income Tax Act, a shareholder (or a person or partnership connected to the shareholder) may be deemed to have received a taxable benefit equal to the amount of a loan or debt made by a corporation. This taxable benefit is included in the shareholder’s income for the tax year in which the loan or debt arose.
Incorporating a company in Ontario has become simpler and more accessible thanks to the introduction of the Ontario Business Registry on October 19, 2021. This guide will provide a detailed overview of the incorporation process, from preparing and submitting the required documentation to understanding the fees and legal obligations involved.
An essential contract for small non-offering corporations, shareholders’ agreements define the rights, privileges, liabilities, and responsibilities of each shareholder. These agreements, also known as “unanimous shareholders’ agreements,” offer a framework to govern various aspects of a corporation’s functioning, such as delineating shareholder roles, placing limitations on certain actions, and regulating share transfers.
Running a successful business in Ontario requires dedication, hard work, and a thorough understanding of the various types of insurance available to protect your company’s assets and interests. In this overview, we will explore the ins and outs of the eight different insurance options available to Ontario-based businesses, helping you make informed decisions about the coverage your business needs to thrive.
The tort of passing off in Canadian law is founded upon the notion that no individual should be allowed to represent their products or services as those of another. The Supreme Court of Canada has set forth three key elements that a plaintiff must establish to succeed in a passing off action: goodwill, misrepresentation, and damage.
If you’re struggling with debt and need a way out, you may be wondering what options are available to you. In Canada, one option is to file a consumer proposal. This legal process is designed to help insolvent individuals compromise their debts with their creditors and avoid the stigma of bankruptcy.
Amending the articles of a corporation is a common type of fundamental change to the constitution of a corporation. Active businesses often experience a fundamental change during their lifespan. In Ontario, the Ontario Business Corporations Act (OBCA) allows for almost any change to the corporation’s constitution.
The gambling industry is a prime target for those seeking to launder illegal funds. This includes physical casinos, online casinos, bars with poker machines, and both physical and online sports betting services. The global gambling industry generated record-breaking revenues in 2021, reaching $261 billion (USD) in the US and €87.2 billion (EUR) in Europe, making it an attractive option for criminals seeking to launder money. Relative to population size, Canada’s gambling industry made a proportional $2.64 billion (CAD) in revenue in 2021.
In Ontario, under the Ontario Business Corporations Act, directors of a corporation have a legal responsibility to satisfy themselves that the corporation is financially stable before making certain transactions. This includes the payment of dividends, redemption or reacquisition of shares, reduction of stated capital, or provision of financial assistance to certain non-arm’s length persons.
As a director or officer of a public corporation in Ontario, you need to be aware of the legal implications of your actions. The Criminal Code of Canada includes a number of provisions that pertain to fraud, and these can apply to those in leadership positions within a company.
The question of how cryptocurrencies are classified under Canadian bankruptcy law has again been brought to the forefront with the collapse of Bahamas-based cryptocurrency exchange FTX . . . While there is broad acceptance that cryptocurrencies are likely assets, there is no widespread agreement on how to classify them – are they financial assets, intangible assets, inventory, investment property or something else?
Effective January 1, 2023, Ontario corporations governed by the Business Corporations Act (Ontario) will be required to maintain a register of individuals with significant control. This change is the result of Bill 43, which the government of Ontario approved in 2021.
There is a federal law in Canada called the Investment Canada Act, and it is used to govern the flow of foreign investment into the country. At the federal level, this legislation is the only one regulating foreign investment in the country.
The GST/HST Section 167 Election is a clause that can be used in an asset purchase agreement to address the tax implications of purchasing a business. It grants the parties the ability to make a joint election for an exemption from the Goods and Services Tax/Harmonized Sales Tax (GST/HST) on the purchase of all or substantially all of a company’s assets, provided that certain conditions are satisfied.
The National Instruments are a detailed set of rules and regulations that apply to the securities industry in Canada. They are issued by the Canadian Securities Administrators, an umbrella body representing each province and territory’s securities regulators. The National Instruments are intended to strengthen investor protection and promote efficient capital markets.
When it is time to move from reading to resolving, Grigoras Law handles civil, commercial, and appellate matters across Ontario, and select cross-border files. The right counsel changes the calculation. For plaintiffs, that means a practical assessment of viable causes of action, a realistic view of recovery prospects, and a clear read on urgent interim relief if the facts support it. For defendants, it means pleadings assessed, defences triaged, and a strategy that keeps the file from consuming your business while it runs.
A contract has been breached, a partner has acted against your interests, a director has crossed a line, or money is at risk of disappearing. You want to understand what can be recovered, what urgent relief is available before trial, and whether the case is worth running.
Start plaintiff intake → Defendant intakeYou have been served with a statement of claim, an oppression application, or a demand that threatens proceedings. You need the pleadings assessed, the defences triaged, and a strategy that keeps the file from consuming your business while it runs.
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