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Start-Up and Growth Companies in Canada - A Guide to Legal and Business Practice, 3rd Edition

Nowhere else will you find such a unique business law text to steer your way through the often complicated and challenging issues that confront start-up and growth companies in Canada.
Publication Language: English
Book
$140.00
Quantity
In Stock
Published:
ISBN/ISSN: 9780433497189

Product details

On the Road to A Successful Start-up Company

This unique publication was written for legal, business and finance professionals who service clients in the start-up and growth company sector. More than just the relevant legal principles, the text positions the legal considerations within the business and social context of the start-up company, offering helpful advice that caters to the unique considerations of a young but fast growing enterprise. Author Bryce Tingle is singularly qualified to write this book, with his extensive experience in this area of the law as an academic and member of multiple founder teams.

Features and Benefits

This book addresses three key areas in creating successful start-up and growth companies:

Business and Financial Concerns

  • How to "founder-proof" a company – protecting it from conflicts among members of the founding team and preparing it for management transitions
  • How growth companies are valued
  • Legal structures that bridge valuation gaps
  • How to evaluate the different classes of investors
  • Choosing the right capital structure
  • How to raise capital while avoiding litigation risk and regulatory pitfalls

Legal Issues

  • Determining the best way to commercially exploit an idea
  • Structuring equity incentive arrangements
  • Understanding common shareholder agreement terms and their most-likely impact on the company's future
  • Analysis of all major venture capital and mezzanine debt contractual terms
  • How to protect directors and officers from liability

Practical Advice

  • Making venture capital and mezzanine debt structures work
  • Instituting effective corporate governance
  • Negotiating venture capital terms
  • Avoiding common errors in financings
  • Protecting a company's intellectual property and trade secrets
  • Understanding the effects of contractual provisions on corporate outcomes
  • Matchless insights and tips derived from the author's wealth of practical experience

What's New in This Edition

  • In the chapter on choosing a legal form, a new section explaining when a licensing strategy may be wrong based on current venture capital practices
  • In the chapter on how to structure an enterprise, this new edition includes a new section on ‘benefit corporations’, that is, social entrepreneurship ventures, how to structure them and potential pitfalls that can occur with the wrong structure
  • New section which explains when unanimous shareholder agreements are  unavoidable 
  • New section on compensation in employment agreements
  • New section in incentive mechanisms which answers one of the most common questions by entrepreneurs about options, namely, how many options ought to be given to a particular employee
  • In the chapter introducing corporate governance, an expanded discussion on employment liability and environment liability based on new case law and research
  • In chapter on Corporate Governance Issues Connected to Growth Companies, an expanded discussion on directors overseeing management and a new section on how to manage conflicts on the board
  • New section on the use of corporate by-laws to control various types of legal risk in chapter on Protecting Directors
  • Brings up to date all of the relevant securities regulations touching on the financing of growth companies, including how the new crowdfunding exemption is working out in practice
  • Substantially updated chapter on non-institutional financings with new sections discussing the pitfalls arising from the growing practice of using convertible notes and SAFE contracts for early-round financings
  • Substantially updated chapter on The Legal Terms and Structures Used in Venture Capital Financings, including new sections on warrants, Conflicts Created by Liquidation Preferences and the strategic use of Most Favoured Nation clauses
  • Generally: updates to case law and research since 2014

 

Who Will Benefit

  • Corporate lawyers and in-house counsel - To provide analytical and practical treatment of the various legal issues these types of enterprises regularly engender and offer guidance relating to the most common transactions in which they are involved
  • Securities and corporate finance lawyers - To guide their clients through complex regulatory, business and financial structuring
  • Large corporate accounting firms/banking legal departments - To best advise their clients in their start-up and growth business transactions
  • Law and business schools and libraries - To aid in the study of Canadian corporate finance and entrepreneurial law
  • Public libraries - A unique reference for anyone interested in developing their own start-up company

Featured authors

Table of contents

Chapter 1: An Introduction to Canadian Start-up and Growth Businesses
Chapter 2: Choosing a Legal Form
Chapter 3: Structuring the Enterprise
Chapter 4: Capital Structure and Founders' Equity
Chapter 5: Shareholder Agreements
Chapter 6: Adding Employees
Chapter 7: Incentive Mechanisms
Chapter 8: Forming an Effective Board of Directors
Chapter 9: An Introduction to Corporate Governance
Chapter 10: Corporate Governance Issues Connected to Growth Companies
Chapter 11: Protecting Directors
Chapter 12: Financing the Enterprise: The Regulatory Framework
Chapter 13: Non-Institutional Financings
Chapter 14: The Public Venture Markets
Chapter 15: An Introduction to Institutional Private Equity
Chapter 16: The Legal Terms and Structures Used in Venture Capital Financings
Chapter 17: Mezzanine Debt
Chapter 18: Making Venture Capital and Mezzanine Debt Agreements Work