The Business Venture Clinic: A Learning Opportunity

Being given the opportunity to carry on with the Business Venture Clinic in my final year of law school after having worked for the Clinic over the summer is going to continue to be a learning experience. The beauty of this Clinic is that I probably learn just as much as the clients do every time I research an issue for them. Earlier this month, I met with a new client who is starting a business that is completely different from any of my summer clients. There isn’t really anything innovative about it; she just wants to help people in a pretty standard way. In order to do that, she needs to file for permits, amongst other things. There are some similarities I have seen across clients that I thought might be helpful to share some thoughts on. As always, I’m a law student, and so none of this is advice:
 
Incorporation. The legal process of starting a corporation.
A lot of people have questions about incorporation documents. Whether to incorporate federally or provincially is a common one. This is completely up to the person starting the corporation. It is a bit more expensive to incorporate federally, but taxes are generally the same for either. Often, people have questions about the questions on the incorporation forms. We are more than happy to help you with filling out these documents.
 
Intellectual Property. A kind of creation that you have the rights to.
Clients, generally, don’t know a whole lot about intellectual property law. The majority of people don’t. At the BVC, we are happy to prepare memos on the different types of intellectual property protections and the steps for getting there. For a process as complicated as patents (for example), we may direct you to a lawyer, but hopefully if you have a question, we can get you the right information.
 
Employees vs. Consultants.
I have been asked, more than once, whether it makes more sense to hire consultants or employees. This is always a fact specific question. What I have done for clients is written up a chart that compares the two and when it is best to use either. This allows the client to consider each factor and decide which better fits their needs. After a client makes the decision, we are able to draft either agreement.
 
Websites.
Many clients have their own websites and don’t always know what legal protections they should have in place. We can definitely help draft disclaimers, terms and conditions, privacy policies, and more. If you have a more specific question, such as the validity of a click-wrap agreement, we might not know the law surrounding it right away, but it is something we can prepare a memo on.
 
Shareholder Agreements. A contract that controls shareholder rights and responsibilities.
A shareholder agreement can be lengthy and confusing. We can draft, modify, and explain provisions so that you’re comfortable with it. Our work is edited by our mentors at BLG, so you can be assured that you are receiving a quality draft. 
 
Issues Concerning Law Outside Canada.
Sometimes, there are things we can’t help you with. If you want to incorporate in a jurisdiction outside of Canada, we cannot provide assistance. It may be worth it to ask if we are able to help on some issues, but most likely, this is something outside our realm of knowledge or ability.
 
The point of this blog post is to encourage entrepreneurs to contact us. Your questions are not uncommon and even if they are, we are eager to help. We are learning most of the time, too, and enjoy interacting with new clients and business ideas.

• Kayla Dhaliwal is a BLG Business Venture Clinic veteran: she worked as one of the clinic's 2017 summer students and will continue working in the clinic for the 2017/2018 school year.