Founders
A founder is leaving, or a new one is joining
Four years in, one founder is going and the shares were issued on day one with no vesting or leaver terms. Or a new partner is coming in and needs shares that are earned rather than given. Either way the cap table has to be restructured — buy-backs, new issuances, vesting, a valuation everyone accepts — between people who used to agree on everything.
Founder change···
Departing · buy-back, IP, release
Joining · vesting & restricted shares
Share restructuring & approvals
Shareholders
Several shareholders, no shareholders’ agreement
Three or four shareholders, a company worth something, and either no agreement at all or one drafted for a company with no revenue. Who decides what, how shares move, what happens on death, disability, divorce or insolvency, and how a deadlock breaks — none of it is written down, and the Ontario Business Corporations Act default rules are not what anyone would have chosen.
Unanimous shareholder agreement···
Reserved matters & board
Transfers, ROFR & buy-sell
Shotgun, drag & tag
Raising
Convertibles, notes and an equity round
SAFEs and convertible notes from angels, promissory notes from shareholders, a priced round from a strategic, a family office or a fund — usually more than one of these, over several years, on a cap table that has to absorb all of them. Readiness first, then the company side of each instrument, then a cap table that still reconciles when the notes convert.
Financing stack···
Convertible notes & SAFEs
Promissory notes & postponements
Priced equity round & conversion
Equity
Equity for the team when the shares are worth something
Granting options at a startup is easy. At a company with real value it means a defensible exercise price, a plan the shareholders have approved, and tax consequences for the people receiving them. The order of operations matters.
Commercial
The contracts the business actually runs on
Customer agreements and SaaS terms, supplier and distribution agreements, the reseller deal, the enterprise contract with the limitation of liability nobody read. The terms that carry the company’s risk, reviewed and rebuilt so they hold at the size you are now.
Intellectual property
Who actually owns what you have built
Code, brand, data and product built by founders, employees and contractors over years — often with no assignment to the company from any of them. Ownership, assignments, licences in and out, and what an investor or buyer will check first.
Governance
The board, the decisions and the record
Who sits on the board, what needs shareholder approval, how directors’ duties work when founders and investors disagree, and a minute book that matches what was actually decided. Governance that would survive a diligence review.
Dispute
A shareholder is raising oppression
A minority shareholder, or a former one, says they have been unfairly treated and points to the oppression remedy in the Ontario Business Corporations Act. What the company’s own documents actually allow, what the exposure is, and the steps available short of court — with litigation counsel coordinated where it goes further.
Restructuring
Holding companies, trusts and reorganisation
Your accountant has proposed a holding company, a family trust, a new share class or a tax-deferred rollover. The tax is theirs; the corporate documents that make it real — articles of amendment, share exchange agreements, resolutions, registers — are the firm’s, and the two have to match.