North America: Corporate/Commercial Law

Recent Delaware Chancery Court opinions reveal significant personal liability risks for designated directors and the stockholders who appoint them, particularly when directors act to benefit their appointing stockholders rather than the corporation as a whole. How can designated directors and appointing stockholders navigate these complex fiduciary duty obligations while protecting themselves from potential breaches of loyalty, aiding and abetting claims, and other legal liabilities?

The Ontario Court of Appeal recently upheld a landmark decision establishing that corporate officers and directors can be held personally liable for civil fraud when they directly participate in making fraudulent representations. The case arose from a COVID-19 pandemic mask supply contract where an officer recklessly represented his company could deliver three million NIOSH-certified N95 masks to a hospital without having secured any such supply.

In Dodiya v. Franklin, the Delaware Court of Chancery delivered the first interpretation of the Delaware General Corporation Law Section 144(a)(1) amendment that requires the board or committee’s authorization be “in good faith and without gross negligence” to obtain the safe harbor protections for a conflicted transaction.

The U.S. Department of Energy and Small Business Administration have launched a groundbreaking partnership to direct private investment toward small businesses developing energy and critical technologies. This new initiative combines federal expertise with private capital to accelerate commercialization of innovations in artificial intelligence, quantum computing, advanced manufacturing, and energy security. Fund managers and entrepreneurs in these strategic sectors now have access to expanded financing opp

Partners Laura Cicirelli and Eric Weiner explore the critical elements founders need to understand when entering their first priced preferred stock financing round. From liquidation preferences and governance rights to founder re-vesting and drag-along provisions, this discussion reveals how these initial equity decisions establish the power dynamics that will shape all future funding rounds.

California is going through a record-breaking venture capital surge, fueled mostly by the rapid expansion of artificial intelligence. Companies based in the state have attracted approximately $366 billion in venture capital since the beginning of 2026, nearly twice California’s previous annual record and more than three times the amount raised by companies in the other 49 states combined, according to PitchBook data reported by The Wall Street Journal.

International restaurant expansion often generates legal problems before anyone believes there is much legal work to do. A team finds a location and negotiates the lease before confirming that the hours, the liquor service, and the patio are permitted at that address. An executive chef flies in to train the kitchen on a visitor stamp.

What are the critical timing requirements franchisors must follow when delivering disclosure documents to prospective franchisees? Jennifer Shayko explores the specific deadlines mandated by Ontario's Arthur Wishart Act and explains the strategic considerations franchisors should keep in mind to ensure compliance and protect their interests.

Foreign franchisors expanding into Canada often possess financial statements prepared under various accounting frameworks. Understanding whether existing audited, reviewed, or compiled statements satisfy Canadian franchise disclosure requirements is essential to avoid costly delays and legal exposure. This analysis examines the critical distinction between accounting standards and assurance standards...

On August 20, 2026, the Small Business Administration (SBA) proposed to materially amend the way it establishes size standards for purposes of federal procurement.

The Competition Bureau has signaled increased enforcement activity regarding exclusive use clauses in commercial leases following amendments to the Competition Act. This update examines emerging responses from the commercial leasing industry and provides guidance on factors landlords and tenants should consider when negotiating lease restrictions in light of heightened regulatory scrutiny.

When a buyer and seller agree on a purchase price, many people assume the hard part of the negotiation is over. In reality, some of the most consequential decisions in any M&A transaction are made after the headline number is set—starting with the fundamental question of deal structure.