SkyLaw Summer Update

As much of Canada experiences an intense heat wave to kick off the summer, our team remains cool and focused, helping clients navigate complex transactions amid an ever-changing market.

Here’s the latest from SkyLaw, updating you on things you should know, introducing you to our new team members, and highlighting some of our recent milestones!

M&A Deals Keep Getting Done

When we started writing our annual guide to M&A for Chambers in February of this year, we expected that the economic uncertainty caused by tariff turmoil and threats of U.S. annexation would dampen M&A activity. While some of our clients have been dramatically impacted by tariffs, retaliatory tariffs and by overall tariff uncertainty, many sectors continue to thrive and opportunities for investment in Canada abound.

So far this year we have been working with clients in the U.S., France and the U.K. on deals for Canadian companies, and we have been working with a number of Canadian sellers doing deals with buyers in the U.S., Spain and within Canada. The range of industries we dive into continues to keep things very interesting, from tech and manufacturing to telecommunications and health and professional services.

You can find our M&A guide here. We are pleased to be the exclusive author of the Corporate M&A section for Canada of this guide for the fifth consecutive year.

Corporate Governance and Directorships

Corporate Governance Intensive Course – Now Offered Annually!

Last Fall, Kevin was delighted to join Peter Dey and Nicholas Sharratt as instructors for a Corporate Governance intensive course at Dalhousie Law School. The three-day course was held in a seminar format and involved a fascinating discussion of corporate governance trends and recent case studies. The students were so engaged and impressive.

Peter Dey is known as the “Godfather of Corporate Governance” in Canada because of his leadership with the Dey Report in 1994: Where Were The Directors? Here they are with Kevin’s 1998 class photo. They also found Peter’s 1966 class photo on the wall!

Apparently the course was a success as the trio have been invited back to Halifax this September to offer the course again. We are so delighted to be supporting the law school and the students and we always enjoy our time in Halifax!

Directorship Services – Sometimes A Canadian Resident Director Really Helps

We provide advice to boards and directors on a variety of corporate governance matters. We also offer Canadian resident director services in order to meet corporate, tax or regulatory requirements. Recently three of our lawyers were directors for a corporation involved in a major M&A transaction in Canada, and we participate as a nominee director on joint venture boards.

Federal corporations continue to require that at least 25% of the directors be resident Canadian. While many non-Canadian clients choose to incorporate in Ontario where there is no longer a residency requirement for directors (more on that below), it can in many cases still be very helpful to have a Canadian resident director. We have been fielding more and more requests for a Canadian resident director in order to help with CRA matters since it is often much easier for one of us to be the primary director point of contact with CRA than it is for directors located outside Canada.

SkyLaw’s Latest Articles

In our last update, we mentioned that SkyLaw is now an official contributor to Mondaq, a leading global provider of content for professional services firms. Here are some of SkyLaw’s recent articles published by Mondaq:

• Dissolving And Reviving Your Corporation
• Key Considerations In Earn-Out Provisions In Private M&A
• So You Want To Be A Director
• Annual Meetings Of Shareholders
• Maintaining Your Corporate Minute Book
• Non-Disclosure Agreements
• The Impact of Having 50 Shareholders
• Corporate Transparency: Federal And Ontario Requirements For Individuals With Significant Control

Ontario is the Jurisdiction of Choice for Incorporation

We recently updated our blog on the increasing requirements to disclose individuals with significant control of Canadian corporations. We have included a handy chart comparing the rules for Federal corporations vs. Ontario corporations.

British Columbia used to attract a lot of non-Canadian investors incorporating new companies because it was one of the few jurisdictions that did not have a Canadian residency requirement for directors. However, it is now developing a public beneficial ownership registry, expected to be operational in the Fall of 2025, making certain information about shareholders public. Ontario removed its residency requirement for directors and currently does not require disclosure about shareholders, so we expect Ontario to become the jurisdiction of choice for non-Canadians. That’s good news for us and our SkyLaunch platform for incorporations in Ontario.

Comparing Investment Vehicles: Convertible Notes vs. SAFEs

Our newest blog examines the differences between convertible notes and SAFEs (Simple Agreements for Future Equity). Both a convertible note and a SAFE are flexible ways for a startup to raise money quickly and efficiently without needing to value the company today, which can be especially helpful when a business is in its early stages of growth.

Keep an eye out for even more articles in the coming weeks as we continue to share our insights on some of the key questions in corporate and securities law that come across our desks.

SkyLaw Continues to Grow

With more office space and a steady increase of client work, we are excited to share that our team is growing too!

Meet Greg Harnish and Kevin Reed

SkyLaw is delighted to introduce you to Greg Harnish and Kevin Reed. Greg offers flexible general counsel services to clients, including as General Counsel to SkyLaw. Kevin brings a wealth of experience as our Strategic Advisor, from founding and steering multiple investment and engineering firms, co-founding a Canadian Trust Company, and serving in honorary military and diplomatic roles. Read more about Greg and “New Kevin”, including their history with Kevin West, in our recent blog.

Congratulations to Esta and Victoria!

Two of our long-standing employees, Estahil Aden and Victoria Boyes, have earned new titles to suit their expanded roles at the firm. As SkyLaw’s Managing Director & Head of Corporate & Transaction Services, Esta is involved in all aspects of the organization and is the primary point of contact for many of SkyLaw’s clients.As our Client & Finance Manager, Victoria is the “face of the firm” for clients and manages the firm’s financial operations. As loyal and experienced members of our team, we are so grateful for them taking on more responsibility and helping to drive success at the firm.

Meet our Newest SkyLaunch Member

We are thrilled to have Corina Cheung join the team! Corina brings a wealth of experience in digital and traditional marketing and will be working closely with the SkyLaunch team to elevate our online incorporations platform to the next level. Stay tuned for exciting things to come!

Our Corporate Services Group Continues to Expand

We are pleased to welcome law clerk Andrew Wu to the firm to help us better serve our expanding clientele. Andrew has extensive experience in corporate governance, regulatory compliance, and corporate filings.

We also recently welcomed summer student Ava Little to the firm as a Legal Assistant.

Please visit our website for more information about our team and how to get in contact with us. We welcome you to stop by our office to meet our new team members, catch up with us, and experience the positive changes firsthand!

Halifax Law Clerk Conference

Esta and Bernice were delighted to attend the annual conference of the Institute of Law Clerks of Ontario in Halifax. All of the major firms across the country were represented. It was wonderful to meet in person many of the clerks that we deal with at other firms. The conference was a huge success and brilliantly showcased true East Coast hospitality with great food, drink and music.

The next ILCO conference will be in Toronto in 2026 and we look forward to hosting our contacts here!

Michael and Kevin joined Esta and Bernice in Halifax for a few days of meetings and sightseeing. The visit to Peggy’s Cove was a highlight!

Supreme Court of Canada Reunion

In honour of the Court’s 150th anniversary, a reunion of all current and former judges and clerks was held in Ottawa two weeks ago. Over 800 people were in attendance, and a group photo was taken in front of the Court on a glorious evening.

Kevin clerked with Justice Binnie at the Supreme Court of Canada in 1998. The experience of being a clerk is extraordinary. As there are nine judges who each have three clerks, there are 27 recently minted law students each year who live in Ottawa together and work on ground-breaking cases. Many of Kevin’s co-clerks have gone on to become judges, prosecutors, academics and practitioners living around the world. The gathering was an incredible, memorable event for all.

Client Spotlight: Grantbook Inc.

Congratulations to Grantbook Inc. on Implementing Canada’s First Employee Ownership Trust!

SkyLaw’s long-standing client Peter Deitz (co-founder of Grantbook Inc.) inaugurated Canada’s Employee Ownership Trust (EOT) model, successfully exiting the majority shareholder of the company in January 2025. See the company’s press release here.

The EOT model was recently established in Canada as a tool to facilitate the purchase of a business by its employees through a trust without requiring the employees to pay directly to acquire the shares. This model aims to incentivize business owners to preserve the value and legacy of their business by empowering employees to purchase shares in the company.

As a further incentive to take advantage of the EOT model, subject to certain conditions, the 2023 Fall Economic Statement proposed a capital gains exemption on the first $10 million realized on the sale of a business to an EOT.

“I had spent several years in search of an exit strategy that would ensure the legacy of the values-based business we’ve built together. The EOT does that perfectly, while setting Grantbook up for continued independence and success,” said Peter Deitz.

SkyLaw assisted Peter with the incorporation of Grantbook Inc. in 2012, so we were especially delighted to see the success of the EOT and to advise Peter on this landmark transaction!

SkyLaw at the Business Transitions Forum

Last month, Priya attended the Business Transitions Forum, an annual conference bringing together entrepreneurs and leaders in M&A. We were inspired to hear Peter speak on a panel about his journey and the Grantbook employee ownership trust – a topic that generated a lot of buzz among the attendees.

SkyLaw Team Events

A Team Effort

After packing and unpacking many boxes, minute books, and a few moderately heavy Securities Acts (if you know, you know), we’re officially settled into our new office! It was no small feat, and we couldn’t have done it without our incredible team rolling up their sleeves and making many decisions that have been instrumental to ensure we settle into a new space where we can all thrive.

And yes… we may have prioritized ordering the foosball table before the boardroom chairs. They said “work hard, play hard” and we did. Come visit us at our new space soon!

SkyLaw Joins the Circus

The SkyLaw team recently attended the delightful and otherworldly performance of Cirque du Soleil OVO.

We had the distinct pleasure of enjoying the VIP experience, with exclusive extras and amazing seats to take in the colourful and captivating show! It was a mesmerizing evening we won’t soon forget.

Looking Ahead

Our New Office 

Our new office in the iconic Weston Centre at Yonge and St. Clair in the heart of midtown Toronto is coming together beautifully. We are eagerly anticipating the final furnishings and custom cabinetry to soon arrive to complete our vision for the space. We can’t wait for you to see it, finishing touches and all. Stay tuned for the big reveal!

Our New Website

Coming soon… We are excited to launch a brand new website, freshly designed with a more sophisticated look and feel to reflect the evolution of our firm and to match the aesthetics of our new office space! It’s a fresh digital presence that aligns with our continued growth and dedication to high standards. We can’t wait to show it to you!

SkyLaunch

Exciting changes are coming to SkyLaunch this summer! SkyLaunch is an affiliate of SkyLaw that specializes in online business incorporations and annual compliance, making the process effortless and affordable with tech-enabled solutions. Look forward to a fresh new design and added functionality – stay tuned!

SkyLaw’s 15th Anniversary

We are proud to be celebrating 15 years of serving our clients this fall! This exciting milestone reflects our continued commitment to excellence in corporate and securities law. There is a lot to look forward to!