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LAW TIPS

General discussion only and not to be treated as legal advice.

What are the duties of an executor? 150 150 Jiang Hong Wilkin Business Law

What are the duties of an executor?

An executor’s obligations are to the beneficiaries and the creditors of the estate. In general, the role, duties and responsibilities that the executor is required to perform for an estate…

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How can I find an investment target? 150 150 Jiang Hong Wilkin Business Law

How can I find an investment target?

One difference between public companies and private companies is that public companies have disclosure obligations. So investors can review the publicly disclosed information to determine where there is a suitable…

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How does a public company go private? 150 150 Jiang Hong Wilkin Business Law

How does a public company go private?

After completion of the acquisition (take-over bid transaction) of a public company, the next important step is going private. There are two applications that need to be made for going…

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Are there different types of powers of attorney? 150 150 Jiang Hong Wilkin Business Law

Are there different types of powers of attorney?

In Ontario there are three kinds of Power of Attorney: (a) A Continuing Power of Attorney for Property covers your financial affairs and allows the person you name to make…

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Who gets my property if I die without a will? 150 150 Jiang Hong Wilkin Business Law

Who gets my property if I die without a will?

The rules for distribution of estates with no wills in Ontario are fixed, and often very harsh. Zero to common law spouses: not legally married, no inheritance; If married and…

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What is construction lien? 150 150 Jiang Hong Wilkin Business Law

What is construction lien?

“Section 14(1) of the Construction Act provides that, “a person who supplies services or materials to an improvement for an owner, contractor or subcontractor, has a lien upon the interest…

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Do I need to care about standard charge terms? 150 150 Jiang Hong Wilkin Business Law

Do I need to care about standard charge terms?

A mortgage transaction has several important documents. The first is the commitment letter, it is like a term sheet, setting out all the main terms of the mortgage, including the…

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Are fridge, stove, washer/driver part of the property sale? 150 150 Jiang Hong Wilkin Business Law

Are fridge, stove, washer/driver part of the property sale?

In a real estate transaction the offer is extremely important. The buyer and seller must state clearly in the officer what is sold with the property and what is excluded.…

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What is registered office and how do you change your registered office? 150 150 Jiang Hong Wilkin Business Law

What is registered office and how do you change your registered office?

The OBCA and CBCA both require a designation of registered office when a company is incorporated. A registered office is the address provided to the government for official communication. The…

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What documents must I have when lending money to a company? 150 150 Jiang Hong Wilkin Business Law

What documents must I have when lending money to a company?

Instead of investing in shares of a company, you can also invest in a loan to the company. Loans and shares are fundamentally different (please reference Legal Small Talk #30).…

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Should my fund be a company, LP or trust? 150 150 Jiang Hong Wilkin Business Law

Should my fund be a company, LP or trust?

An investment fund is basically a group of people making investment together. There are several structures for funds. It could be a company. It also could be a limited partnership…

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What is the difference between secured loan and unsecured loan 150 150 Jiang Hong Wilkin Business Law

What is the difference between secured loan and unsecured loan

There are two kinds of loans: secured loans and unsecured loans. In a secured loan, the borrower pledges its assets as collateral/security for the loan. If the borrower cannot pay…

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Can investor ask the company to pay investor’s legal fees? 150 150 Jiang Hong Wilkin Business Law

Can investor ask the company to pay investor’s legal fees?

In Canada, an investor needs to retain a lawyer to review legal documents, conduct due diligence, close the transaction, etc. Who will pay the investor’s legal fees? If the investment…

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Who must get a securities dealer’s licence? 150 150 Jiang Hong Wilkin Business Law

Who must get a securities dealer’s licence?

Some people ask their own clients, friends or relatives to invest a project by buying shares, and then earn a commission. In Ontario, only the registered dealers can do this.…

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Can a child sign a contract? 150 150 Jiang Hong Wilkin Business Law

Can a child sign a contract?

In Canada, whether or not the contract is valid depends on several factors. One of them is that all the signing parties must have legal capacity to sign the contract.…

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Can I have a contract that is not legally binding? 150 150 Jiang Hong Wilkin Business Law

Can I have a contract that is not legally binding?

People naturally want their contracts to become effective when signing them. But some contracts are the initial negotiation results, such as letter of intent (LOI), memorandum of understanding (MOU) and…

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Can I get out of a contract by not doing what I agree to do? 150 150 Jiang Hong Wilkin Business Law

Can I get out of a contract by not doing what I agree to do?

After signing the purchase agreement for a business or estate, the seller does not want to sell the business or the real property. If there are conditions which need to…

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If my company is not allowed to assign a contract, can I sell shares of my company instead? 150 150 Jiang Hong Wilkin Business Law

If my company is not allowed to assign a contract, can I sell shares of my company instead?

Many contracts have a clause restricting assignment. For example, in a lease contract, the landlord prohibits the tenant transferring the lease to a third party without consent of the landlord.…

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Are private companies subject to securities law? 150 150 Jiang Hong Wilkin Business Law

Are private companies subject to securities law?

Most people think that securities law applies to the public companies only, and private companies do not need to worry about securities law. This is not correct. In Canada, private…

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Are you buying the Real Estate or the Business? 150 150 Jiang Hong Wilkin Business Law

Are you buying the Real Estate or the Business?

Some investors think that buying a business means buying real estate, and they are using the OREA real estate purchase agreement. For example, a company is selling assets in a bankruptcy…

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Should buyer and seller use the same lawyer? 150 150 Jiang Hong Wilkin Business Law

Should buyer and seller use the same lawyer?

The interests of both parties in a transaction are in conflict. A lawyer cannot represent both parties. A lawyer serves his/her client and protects his/her client’s interests. If there is…

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When should you hire a business lawyer? 150 150 Jiang Hong Wilkin Business Law

When should you hire a business lawyer?

It is a good time to retain a lawyer when you found the target project. The client should communicate with lawyers during negotiation. Sometimes lawyers need to join in the…

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Why are Canadian contracts so long? 150 150 Jiang Hong Wilkin Business Law

Why are Canadian contracts so long?

Some Chinese clients think that Canadian contracts are too complicated. In comparison, Chinese contracts are usually simple. From my understanding, one of the reasons is that there are contract law…

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What if profit was lower than what the seller said? 150 150 Jiang Hong Wilkin Business Law

What if profit was lower than what the seller said?

When acquiring a company, the seller provides financial information, such as profit. Both parties agree to a selling price based on the financial information. What if the profit after closing…

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Can one lawyer do everything? 150 150 Jiang Hong Wilkin Business Law

Can one lawyer do everything?

Someone asked what kind of law I practice. I practice corporate and securities law. Corporate law mainly deals with acquisition, merger, investment, etc. Securities law mainly deals with going public,…

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What is due diligence? 150 150 Jiang Hong Wilkin Business Law

What is due diligence?

Some clients do not understand what due diligence is. When acquiring a business, the investor should conduct three types of due diligence before investing: business due diligence (usually conducted by…

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Can you use two sets of books when going public in Canada? 150 150 Jiang Hong Wilkin Business Law

Can you use two sets of books when going public in Canada?

If a Chinese company would like to go public, they must give up on using two books of financial statements. For tax purpose, some Chinese companies intentionally decrease the profit…

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Why should you care about valuation of a company when investing? 150 150 Jiang Hong Wilkin Business Law

Why should you care about valuation of a company when investing?

Some client told me that they would like to invest in a private company and acquire 50% of shares of the company. I would ask how much they will pay…

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Can we use a standardized shareholders agreement? 150 150 Jiang Hong Wilkin Business Law

Can we use a standardized shareholders agreement?

Some clients request the template shareholders’ agreement and want to simply change the name and date of the shareholders’ agreement. This should never be done. Each company has its own…

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What are the crowdfunding rules in Canada? 150 150 Jiang Hong Wilkin Business Law

What are the crowdfunding rules in Canada?

Ontario (and QB, MN, NS, SK, NB) Multilateral Instrument 45-108 Crowdfunding became effective on January 25, 2016. The major requirements are the following: 1.    Head office of the issuer is…

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