Rob Hyndman

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• I'm a web design start up (Mississauga / GTA). I guess I have to look in to legal aspects of a sole proprietorship? What kind of protection do I need. Honestly never thought of legal risks. Only thinking about where my next client is coming.

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    Well, I can’t really answer a question as general as that – what you need depends on your circumstances, and my answers here are not legal advice – they are for educational purposes only. :)

    But there’s actually a ton of info on these general topics on my blog, at robhyndman.com. The archive system there is busted right now (being fixed soon) so you may have to dig a bit, but there are answers there. It explains, for example, why you might want to think about incorporating (there are non-legal reasons to do it too), and how you do it.

    Generally, web designers should be thinking about having a proper form of customer agreement that protects each parties. Ideally, one that will not need to be lawyered every time you send it to a new customer ;)

• I'm guess you're screening the questions. Thanks Rob. Mississauga web designer again. I'm a sole proprietorship, and I believe a thorough person. I will do diligence (attempt at lawyer humour) when I incorporate which I think will be in a year. www.anthouse.ca Thanks

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    Good luck!

• I have totally new television concept(both product and program) but I have no funds for realization. I have no funds not even for patent. Is there a way to protect my idea, because I want to offer it to interested investors?

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    It really depends on what you mean by “concept”. If it’s nothing more than an idea, the answer in Ontario would generally be no, other than ensuring that people you disclose it to are bound by confidentiality agreements that protect you. But it’s often difficult to get people engaged in your mission if you propose to tie them up with contracts before they can know anything about what you want to do.

    If you’re at the idea stage, in Ontario there is little in the way of “protection” as I think you mean it. Some would say that’s fair – as it’s almost always the execution and not the idea that has value.

    But in any event, generally in Ontario the idea would need to be reduced to something more tangible – copyrightable material, a protectable brand, a patentable invention, for example – before the protections under those laws were available, and of course they only extend as far as they do.

• I'm starting a venture in South Asia, but want to ensure brand protection globally, what are the top 3 things to think about?

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    I don’t know that I can give you a top 3, but certainly searching on the desired brands and then nailing down the relevant domains and registering applicable trademarks in the relevant jurisdictions have to be up there. What exactly you need to do will depend on the particular jurisdictions …

• what are founding shares?

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    In the Canadian context, the term is a colloquialism to refer to shares that are issued by the corp to the founders at inception, generally for a nominal amount. It may have a different meaning elsewhere. It’s typically used in that sense to distinguish the shares from shares subscribed for for more than nominal value – for example, by an investor.

    One unique characteristic of founder shares that is sometimes employed by startups themselves or imposed when investors buy in is founder stock escrow – essentially, an earn-in period for the founder shares.

• I am about to launch a website and not sure about setting up an LLC, corporation, or other...

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    A bunch of people have asked this question or something like it so I’ll note here that the various forms of US corporations and other business entities – S corps, and so on – are creatures of US laws, and generally not used in Ontario, where I practice. But the good news is that there is a ton of info on these entities on many blogs and other sites.

• should I always consult a lawyer when starting a business?

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    A number of people have asked this question in one form or another so I’ll try to answer them all at once.

    First, a lawyer is probably the wrong person to ask this question of ;) We’re biased, naturally, and like any other service provider, most lawyers you ask this of would have a hard time dissuading you from using their services.

    But in general, I believe that there are some basic aspects to incorporating and creating the right relationships between founders and with employees and service providers that must be done properly at the outset to minimize the risk of additional cost and difficulty later on. Starting out with the right capital structure, shareholders agreement and agreements with other stakeholders can avoid serious problems later on.

    Specific businesses often present particular legal challenges, so it’s not really possible to generalize an answer to the question otherwise. As with everything, sometimes yes, sometimes no.

• Rob, I have a start-up idea that requires significant legal work to be done (blue sky securities law in every state). I have reached out to a few of the larger in house counsels but they bill at insane amounts of money per hour and want a sizable retainer to start work. Are there any smaller firms that you could recommend that are qualified to do securities law? Thanks, Larry

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    Hi Larry. I’m a lawyer in Ontario, Canada, so I can’t tell you much about how lawyers work in the US. I know a great securities law firm in Toronto, but can’t point you to a small firm in the US, I’m afraid.