A Primer on Shareholder Disputes

After initial incorporation, accountants are often the only professional advisor to business corporations and provide guidance to business owners both before, and after, disputes emerge. Knowing when to recommend legal advice or question a clients’ instructions can often avert disaster.

Topics to cover include:

• The importance of annual resolutions and waiver of audits

(A) Requirements under the Ontario and Canada Business Corporations Acts regarding annual shareholders’ meeting and waiver of audits

(B) Recommended best practices

(C) Common problems when disputes arise

• When to recommend shareholders’ agreements

(A) General purpose of Shareholders’ Agreements

(B) Key provisions in Shareholders’ Agreements such as management and termination

(C) Interaction between Shareholders’ Agreements and the oppression remedy

(D) The optimal timing for Shareholders’ Agreements

• Spotting red flags;

(A) cash payments

(B) management personal expenses

(C) self-dealing by management

• Restructuring

(A) succession planning

(B) estate freezes

(C) other transfers of ownership

(D) protecting against disputes post-restructuring

• Conflicting loyalties when matter go awry

(A) role as advisor to the company versus role as advisor to management

(B) relationships with individual shareholders

Speakers:

• Tamara Ramsey, LL.B., Partner at Dale & Lessmann LLP
• David Shaw, LL.B., Partner at Dale & Lessmann LLP