Brett Colvin

When a business is sold, buyers often rely on the seller’s continued involvement to ensure a smooth transition. But what happens when that involvement starts to undermine the value of the business instead? A recent decision from the Supreme Court of British Columbia offers a cautionary example — and practical guidance — on post-closing fiduciary obligations and how they can be enforced. Read our latest blog post to learn more ➡️ https://lnkd.in/gEbU_BDC

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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. The idea that two people stay perfectly in sync is BS. Think of it like those railroad tracks that are supposed to stay the exact same distance apart through a marriage. It's a nice theory. It's also completely unrealistic. You grow. You change. Risk tolerance shifts. It happens all the time. Your shareholder agreement isn't just a legal document. It's your exit strategy for when (not if) things change. The worst part of any business? Getting out. Nobody talks about it, but that's where the real pain lives. That's why these agreements are so important. They need to account for your business, your partnership dynamics, and how things will actually play out when the relationship gets tested. At Outsiders Law, we make sure you're covered before you need to be. #ShareholderAgreements #BusinessLaw #Lawyerpreneur #OutsidersLaw #Calgary

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“Standard” doesn’t mean right. Take the YC SAFE. It’s everywhere. Standard? Sure. But are you sure it’s right for you? Why? Because YC said so? (Hint: Even the Canadian version skips over some local issues, like 45-106 forms and other securities law requirements.) Templates are a starting point, not a strategy. And “standard” should never be a shortcut for smart. Whether it’s a SAFE or a share purchase agreement, you need to ask: is this right for my company, my cap table, and my jurisdiction? #StartupLaw #VCLawyer #EarlyStage #DealTerms #TomorrowStartsHere

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Should I accept this settlement offer? I've been asked that question at least once a week for the past 20+ years. Berore you rush into a decsion, ask: 🔹 Does it meet your objectives – is it about money or making a point? Risk or reputation? 🔹 What’s the realistic cost-benefit? Compare the costs of litigation (including the risk of loss and paying costs) vs. what’s on offer. 🔹 How much time will you save? Litigation delays can drain resources. 🔹 What’s the risk profile? Settlement offers certainty – courtrooms don’t. 🔹 Are stakeholders aligned? Think board, shareholders, customers, investors. Treat the offer like selling shares or an asset. Analyse it. Manage it. Then decide. #legalstrategy #disputeresolution #projectmanagement #litigationrisk #settlementstrategy #tauruslegalmanagement

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7 Legal Must-Knows for Scaling a Startup Venture – From a North Vancouver Business Lawyer Most startups begin with a lean legal setup, and that's fine in the early days. But as soon as your business starts scaling — adding customers, hiring employees, raising funds — your legal risks multiply. Here are 7 legal issues I see founders miss right when they’re growing the fastest: 1. Outdated Legal Structure Register as a Limited Company (BC Ltd.) or Federal Incorporation, complete with a shareholders' agreement and updated articles of association. 2. Weak or Missing Employment Agreements Without solid contracts, you could face claims you never saw coming. 3. No IP Strategy File and constantly review patent filings with a qualified agent Include IP assignment clauses in all employee/contractor agreements 4. Sloppy Customer Contracts If you’re using boilerplate templates, you could be unprotected in a court of law. 5. Data Privacy Oversights In Canada, data privacy is enforced by PIPA (BC) or PIPEDA (Canada). In America and Europe, GDPR/CCPA laws. 6. Investor Terms You Don’t Understand If you’re scaling and seeking capital, review clauses like liquidation preferences, drag-along rights, or convertible notes before you sign. 7. No Risk Management Plan Put in place clear dispute resolution clauses, D&O insurance, and a policy for handling co-founder exits or customer disputes. Final Thought: Businesses don't scale automatically. If your startup is growing fast, your legal strategy needs to grow faster. Not sure where to start? I help business owners scale by providing them with the legal clarity they need. 📩 DM me to book a call to talk through where you are and where your legal gaps might be. ***** Sign up for the LinkedIn Event; "Holding Companies: Smart Strategies to Protect Your Assets" by The Law Office of Adam Soliman on Friday, May 16, 2025 on the link below https://lnkd.in/drQpbHQT ***** Sign up for the LinkedIn Event; "Shareholders Agreements: Protect Your Interests & Avoid Disputes" by The Law Office of Adam Soliman on Saturday, May 24, 2025 on the link below https://lnkd.in/gz2bgYaz #Startups #PrivacyLaw #EmploymentLaw #VentureCapital

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We have a major business succession problem in Atlantic Canada. In Canada, and especially Atlantic Canada, there is a serious lack of infrastructure currently in place around small to medium size enterprise acquisitions/succession. The market significantly lacks in: - financing options - there is a lack of capital flowing into this space/region compared to the demand, both debt and equity. - Lawyers and accountants - there are some excellent lawyers and accountants in this space, many of whom I work with, but there is just not enough to handle the demand. - Quality business brokers or M&A advisors - there simply isn’t very many good advisors in the space. I see many realtors trying to sell a business, but the reality is they are simply not equipped to run a process, and they are causing more damage than good. - Education - all business schools in the States have ETA (Entrepreneurship Through Acquisition) programs/classes. To my knowledge no such programs/classes exist in Canadian business schools (I could be wrong about this and if I am please correct me) I am hopeful however that the market in our corner of the country will catch up. I am hopeful that government recognizes the importance of these enterprises in our economy and develops a frame work much like the SBA 7a loan framework in the States. Traditional banks are starting to recognize ETA as an asset class. The BDC Thrive ETA Fund is a good example spearheaded by Sevrine Labelle and Amanda Kattan. I believe we will also see more private capital and PE players enter into the space as well. Where the returns are superior, capital will flow. The hope is for more capital to flow east of Quebec. I believe AI can significantly reduce the burden on legal/accounting and will increase the capacity of these professionals to do deals. I am seeing this first hand as an M&A lawyer in the space. Finally, I am hopeful that more legitimate M&A advisors enter the space. Ones that actually understand the M&A process and who have backgrounds in things like finance, accounting or legal, and have a deep understanding of human behavior. I think that for at least the next 10 years, this arena will be the best one to play in. Whether you are a professional/advisor in the space, or whether you are the one with a thesis acquiring SMEs, there will be endless opportunities for you if you are willing to master your craft.

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The best subsidy Canadian tech can get is customers. Buy Canadian. Not just syrup and hockey tickets — Canadian tech. Customers grow economies faster than government grants. At CCI’s 10th anniversary, Dayforce CEO David Ossip, fresh off his $12.3B go-private, didn’t sugarcoat it — and gave me the green light to share: “My biggest disappointment, I would say in my career, is not getting support from other Canadian technology companies,” he said. “Cooperation needs to be there and we don’t have that. Everyone inside the room here should be buying everyone else’s products.” Hard to argue with that. Too often we look south while world-class solutions are being built right here. At Goodlawyer, we try to make a point of choosing Canadian: Float for expenses. Hootsuite for social media. Local Laundry for GL team gear. Humi by Employment Hero for SR&ED. But there’s a lot more we could Buy Canadian. Stripe is easy. Helcim is better — and Canadian. Ossip even floated a tax credit for buying Canadian tech. A good idea. Better than a grant. But not the answer. The real solution isn’t policy. It’s culture. Buying Canadian isn’t patriotic. It’s smart business. So what’s stopping us from making “Buy Canadian” the default?

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In this issue of Blakes upRound: • Market insights – What founders and startups need to know about employment law to protect their interests as a company matures • Legal updates – New regulations for Ontario employers, new guidelines on the national security review of investments, enhanced capital-raising flexibility for Canadian public companies and tariff updates • Deal monitor – Reasons for optimism about market activity in the second half of 2025 Get up to speed on these and other need-to-know topics: http://bit.ly/3H3ODpp #BlakesupRound #Startups #VentureCapital

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Enforcing a franchise non-competition clause in Canada is rarely straightforward - and it is not a slam dunk for either side. In this short video, I dive into why evidence is your most critical asset when enforcing or challenging a non-compete covenant. I cover: * Franchisors: What “building materials” franchisors should present - the nature of customers, replacement timelines, misuse of confidential playbook - to turn a non-compete clause from a "sketch" into a "structure". * Franchisees: Why tweaking a name or menu is just "repainting the façade", and what proof franchisees need to show their operation really is different. * Alternative dispute resolution: When to lean into mediation or arbitration. And yes, I’ve even heard the rumour in Alberta that “$20,000 and a lawyer can get you out of a non-compete.” (I wouldn't bet on it...) These cases are rarely black and white. The evidence you gather - and when you gather it - will shape the outcome.

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Insightful, constructive and persuasive arguments in this Globe business opinion by Kevin Krausert: "By making it easier for the private sector to invest in Canada’s conventional energy industry, we can build projects that will generate the revenues needed to drive innovation and reduce global emissions. In essence, we increase energy revenues today to fund the technologies of the future... What’s clear now is the choice before us isn’t between supporting traditional energy and embracing innovation – it’s about leveraging our current strength to build future leadership. In short, we can build the new energy system by powering the existing energy one." In short, it's not an either/or. We can do both. And we should be playing to our strengths. https://lnkd.in/d-9A7D2s

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A bit of a PSA: I know there are some folks who practice through giving fee splits to consultants (billed as 'administrative fees'), but I wanted to educate on why it is essential to build separation - as a FIRM PRACTICE. When a consultant represents a client (when anyone represents a client, frankly), the resulting negative decision may have to be reconsidered, appealed, or judicially reviewed. As part of that process procedural fairness consideration - or in front of some tribunals (and Courts), specifically "incompetence of counsel" is on the table. Even with the best consultant/former lawyer in mind, professional obligations may require the bringing or at least canvassing of this argument. If the lawyer is advising the client through the consultant or, worse yet, paying the consultant, to try and resolve the negative decision, herein is where the potential conflict of interest is created. However, the consultant/former lawyer may want to have their own legal counsel, in the event there is an allegation of incompetence or some sort of regulatory body complaint against them. We are happy to advise either clients, making incompetence allegations, or consultants/lawyers/paralegal's facing them - but we cannot do both on the same file.

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In Court litigation, we make decisions based on the information we have. Some matters are clean. The facts line up, instructions are clear and strategy is obvious. Others aren’t. You read. You ask. You weigh the risks. You provide advice you believe in. And you still sit with it afterwards, always reflecting and re-evaluating as the matter develops. It’s about legal judgment. Knowing when it’s time for open dialogue or another strategic move Knowing when to dig deeper. Knowing when to stay the course and when the risk of proceeding is too high. These are the parts of legal practice that you don’t necessarily learn at university. They come from time, experience and instincts.

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