Category: Employment Law

Preparing Your Business for Sale – Guide UPDATED

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By , January 18, 2016 10:20 am

New guides looks at the legal steps you can take ahead of time to help ensure
a smooth process and a profitable sale.


Time to sellAs a business owner, nurse you’ve spent years establishing your company. You’ve managed it through challenges and built it into the successful operation it is today. Selling can be a tough decision, ampoule and if you are considering a sale, now is the time to arm yourself with the facts to ensure it’s as smooth, equitable, and profitable as possible.It can take years to get your business ready to put on the market. It will take time, but it’s time well spent. And that’s where this guide comes in. It will help you prepare your business to withstand the rigorous due diligence process needed to achieve a sale price worthy of your years’ of effort and hard work. In this guide you will find information on:

  • Getting your company records ready
  • Formalizing your external relationships with contracts
  • Updating your employee contracts
  • IP considerations when selling your business
  • Preparing for family business succession
  • Ensuring your shareholders’ agreement is up to date
  • Understanding the nuances of selling your franchise
  • Restructuring your business for tax efficiency
  • Selecting a business broker

The business law lawyers at Kelly Santini LLP can assist you with each of the pre-sale actions and the ultimate sale of your business.


Top Five Cases of Importance to Ontario Employment Law – 2015

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By , December 14, 2015 12:25 pm

I have listed my “Top Five Cases of Importance to Ontario Employment Law” every year since 2012 (see: 2012, 2013, 2014.) So, with another year coming to a close it is once again time for this Ontario employment lawyer to provide his picks for the Top Five Cases of Importance to Ontario Employment Law.

Looking Back

Before naming the “Top Five”, I always enjoying looking back over what I said at the end of last year to compare what I though was going to happen with what did. In my 2014 post I wrote this:

I believe that 2015 and going forward is going to see a lot of tension between the rights of the individual (think religious accommodation) and the rights of the collective (think Sunday shopping.) It will, I believe become harder and harder for employers to know the extent to which they must accommodate any number of issues, including mental health concerns.

While that has certainly been the case, and the issue of individual religious freedoms versus collective security interests is again very much in the news, there has not been as much from the courts or the human rights tribunal as I may have expected. At least not yet.

What it Takes to Make it to the Top Five

In 2014, I established some criteria for crafting a top five list. I like those criteria and I am going to stick to them.

First, the decision has to have a considerable impact on Ontario law. Accordingly, even if the case is from the Supreme Court of Canada, if the decision primarily concerns the interpretation of extra-provincial legislation it does not make the list. Sorry, Saskatchewan Federation of Labour v. Saskatchewan, 2015 SCC 4.

Second, the decision must have a considerable impact on labour or employment law.

Finally, the decision should either do something new, or affirm first principles in a dramatic way.

And so, without further delay, the list.

Continue reading on Sean Bawden’s Labour Pains blog.



Is it Discrimination to Pay Bilingual Employees More?

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By , July 17, 2015 10:20 am

Is it a prohibited form of discrimination to pay a higher salary to employees who can speak both English and French than to those who can speak only English?

In Arnold v. Stream Global Services, 2010 HRTO 424 (CanLII), the Human Rights Tribunal of Ontario said “non”, deciding that paying bilingual workers significantly more than those who spoke exclusively English was not a prohibited form of discrimination.

Continue reading 'Is it Discrimination to Pay Bilingual Employees More?'»

Ontario Small Claims Court Awards Human Rights and Punitive Damages after New Mom Constructively Dismissed

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By , March 26, 2015 1:33 pm
There is a saying in law that bad facts make bad law. Of course, the opposite is also true; good facts make good law. In a clear demonstration of the latter, the case of Bray v Canadian College of Massage and Hydrotherapy, 2015 CanLII 3452 (ON SCSM) demonstrates what happens when experienced counsel appears before an experienced trial judge with some pretty decent facts.

While Bray looked at a number of issues of importance to Ontario employment law, the four most interesting features are:

  1. The judge’s finding that an indefinite layoff is a constructive dismissal;
  2. The judge’s finding that he had no power to award damages for an act of reprisal following a complaint to the Ontario Ministry of Labour;
  3. The judge’s award of human rights damages in an Ontario Small Claims decision; and
  4. The judge’s award of punitive damages for a breach of the duty of honest created by the Supreme Court of Canada in Bhasin v. Hrynew, [2014] S.C.C. 71.

Continue reading 'Ontario Small Claims Court Awards Human Rights and Punitive Damages after New Mom Constructively Dismissed'»

Three New Statutory Leaves of Absence Coming Into Force in Ontario

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By , November 11, 2014 12:23 pm

Leave of absenceOn April 29, sildenafil 2014, malady Bill 21, also known as the Employment Standards Amendment Act (Leaves to Help Families), 2013, was passed by the Ontario Legislature and received Royal Assent. Effective October 29, 2014, Bill 21 creates the following three new classes of statutory leaves of absence offered to employees under Ontario’s Employment Standards Act, 2000 (the “Act”): 1) family caregiver leave, 2) critically ill child care leave, and 3) crime-related child death or disappearance leave.

These three new leaves are in addition to existing statutory leaves of absence under the Act and can be used in conjunction with such leaves, notably the “family medical leave” as well as “personal emergency leave.” Below is a summary of each new statutory, job-protected leave of absence. Continue reading 'Three New Statutory Leaves of Absence Coming Into Force in Ontario'»

IP Considerations When Buying/Selling a Business

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By , October 16, 2014 3:23 pm

Whether you are a business owner looking to prepare your business for an eventual sale, viagra or a buyer looking to acquire a business, link there are a number of relevant Intellectual property diagramintellectual property law issues to consider before and during the sale/purchase process. Three of the most important are outlined below:

1. Ownership
There can be substantial value in a company’s intellectual property, but only if the succeeding company owns, or has valid licenses for, all intellectual property that is used in the company’s business. Ownership needs to be properly confirmed by: (i) reviewing all agreements (such as assignments, license agreements and prior sale and purchase documents) with third parties pursuant to which the selling company is granted ownership or the right to use such third parties’ intellectual property; and (ii) by confirming that all of the selling company’s employees and contractors (who have or will create some or all of the relevant intellectual property) have executed proper written employment agreements and/or agreements assigning ownership of all intellectual property and technology developed by those persons to the selling company. In the absence of proper agreements, ownership of inventions (whether or not patentable) may initially belong to the inventor and not the company.
Continue reading 'IP Considerations When Buying/Selling a Business'»

The Not-So-Independent Contractor

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By , October 4, 2014 8:52 am

From 2000-2006, there was a television program called “Malcolm in the Middle.” The show was called as much because the lead subject was the middle child of three: Malcolm. The theme song for the show ended with the line “life is unfair.” But is life truly unfair for those caught in the middle?

The purpose of this post is to consider the middle category of employment; those who are neither true employees but are not exactly independent contractors either: the intermediate position of “dependent contractor”.

As this post will hopefully demonstrate life is not always unfair to those who find themselves ‘in the middle.’

Continue reading 'The Not-So-Independent Contractor'»

Location, Location, Location! What a Demographic Shift Might mean for Employers

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By , September 8, 2014 11:00 am

Location, location, location. It is the number one rule in real estate. Simply put, the mantra of real estate agents everywhere means that identical properties sited in different places will demand different prices depending upon the desirability of the neighbourhood. But what does this have to do with employment?

In promoting a compelling opinion piece in the Toronto Star on September 6, 2014, “In complete communities, pedestrians take precedence,” Chief Planner for the City of Toronto, Jennifer Keesmaat tweeted “employers want to be near echo boomers; to attract emplmt across the city.”

Within the body of the editorial, Ms. Keesmaat noted that Large employers like Coke and Google are moving to the core as they clamour to be near this future workforce. Asked for evidence of the same, Ms. Keesmaat delivered.

Continue reading 'Location, Location, Location! What a Demographic Shift Might mean for Employers'»

Continuity of Employment Following the Sale of a Business

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By , August 26, 2014 10:03 am

What are we doing about the employees? That is the all-too-familiar question asked in the purchase and sale of a business. Are all the employees fired on closing? What happens if they continue working for the purchaser? Who is responsible for paying them severance?

In fact, there are a lot of questions concerning employees in the context of a purchase and sale of a business; presuming that the business has employees.

The purpose of this post is to look at some of the issues and legal implications involved in selling or buying a business, which is also an employer.

Continue reading 'Continuity of Employment Following the Sale of a Business'»

Mandatory Retirement for Partners in Ontario may be Illegal

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By , July 7, 2014 8:31 am

Earlier this year, viagra 100mg the Supreme Court of Canada unanimously held that the Human Rights Tribunal of British Columbia lacked jurisdiction over a complaint filed by an equity partner of a national law firm: McCormick v. Fasken Martineau Dumoulin LLP, search 2014 SCC39 (“McCormick”). Through his complaint, order the equity partner (Mitch McCormick), challenged a mandatory retirement provision in that firm’s partnership agreement as being discriminatory. While the Court’s decision was unanimous, it unfortunately does not resolve the issue for partnerships in Ontario.

One of the reasons is Mr. McCormick filed his complaint under a section of the Human Rights Code (British Columbia) that only applies to employees. British Columbia’s Human Rights Code does not have a provision that expressly protects the right to contract without discrimination. Ontario’s Human Rights Code, however, is much broader in scope. In Ontario, every person having legal capacity has a right to contract on equal terms without discrimination because of, among other things, age. This provision has been applied to a wide variety of contracts, including independent contractor agreements. In my opinion, there is no doubt that this provision applies to partnership agreements in Ontario and the decision of the Supreme Court of Canada in McCormick may have been different if Mr. McCormick had this protection.

Continue reading 'Mandatory Retirement for Partners in Ontario may be Illegal'»

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