Here is a warning for Canadian business owners and their lawyers. Your plan to motivate and reward your employees may backfire if the messaging is not correct from the outset. There is no better way for an owner to screw up the morale of its most valued employees than to start talking about offering them shares in the company before figuring out exactly how to structure the arrangements.
Lawyers use shotgun provisions in shareholders agreements way more than they should. Good lawyers recognize when the shotgun is not favourable to their clients.
Shotgun provisions in shareholders agreements work on the cake theory.
Canadian Business Lawyers: You may be negligent if you don’t know that:
by Maureen T. McKay and Murray Gottheil
“Happy families are all alike; every unhappy family is unhappy in its own way.”
Leo Tolstoy, Anna Karenina
Introduction
Resolving a dispute among shareholders of a family-owned corporation is entirely different from resolving a dispute among shareholders who are not related. Professional advisors who want to help resolve disputes in a family-owned business must understand not only that a family-owned business is different and how it is different, but more importantly, must adjust their approach to take those differences into account.
Beginner lawyers need to understand Partner Talk (“PT”), which is the language that law firm partners use.
Here to help the newbies are some translations from Partner Talk to Plain English (“PE”):
Prior to retiring from the practice of law, I lived in big cities for my entire life. Upon retirement I moved to the country. Due to Covid and people learning that they can work from home, moving to the country is now something that many people are doing.
In any event, there are a lot of new things to learn when you move to the country. One of the first things that you must learn is that it is important to differentiate yourself from the Citiots.
To help you do that, I have compiled a list of ways to tell if you are a Citiot.
Many of us think that the legal profession is broken, because too many lawyers are stressed out and miserable. Law firms are throwing money at the problem. Apparently unsuccessfully. A few brave souls are attempting to start solo practices or small firms which operate on different, and more humane and sustainable principles. But apart from that, the profession seems to be lurching along as it always has and continuing to chew up, and sometimes spit out, those lawyers who are determined to have a life outside of practicing law.
Many years ago I hired a young lawyer who was not really named Tom. Tom had a few years of experience at one of the large Toronto law firms. This was back in the days when I actually believed the hype that the lawyers in Big Law were smarter than the rest of us, and I was excited to bring this new talent onboard to our mid-sized suburban firm.
My father used to tell a story about when he was a young man with a young family. Unlike many people of his age at that time, he had an automobile since his job was travelling the countryside selling stuff. One day he was pulled over for speeding. He tried to talk himself out of a ticket which he could not afford, explaining that he struggled to support his wife and children on his pitifully small salary, the amount of which he disclosed to the officer. The wise old cop let him off the hook but took the opportunity to teach him a lesson. The police officer said: “Always remember who you are speaking to. I earn less than you do.”
I never met a lawyer who loved to docket their time, but I have met a number of lawyers (myself included) who were very good at it. I met many, many more lawyers who were not so good at it.
Maybe someday we will be completely rid of the billable hour, but even if that comes to pass, it will still be important for lawyers to be able to analyze how they are spending their time, if only to understand how to set fixed fees.
So, there we are. We all hate docketing. We all need to be good at it. Here it is. Fully explained. In small words. At last.