Monthly Archives: August 2014

We Love it When a Plan Comes Together

Lawyers 2013

At Patriot Law Group, we are big fans of having a plan. When we are helping clients deal with a separation, we create an individualized plan for each client and we have the client review and approve the plan before we accept a retainer.

This planning process ensures that the lawyer is on the same page as the client and that they are both directing their efforts towards meeting the client’s goals. The plan also acts as a road map for both the firm and the client; at all times, we know where we are and where we’re going. It can become a touchstone to re-orient oneself when things get a bit hairy. I once saw a sign in an administration office that read “When you’re up to your ___ in alligators, it’s hard to remember that your primary objective was to drain the swamp.” The plan makes sure we stay on task.

At first blush, making an individualized plan might seem unnecessary. How complicated is getting separated, really? Why bother with a plan? After all, there can only ever be four issues to resolve in a separation:
1. Who are the kids going to live with?
2. Who pays child support and how much will the payments be?
3. Is there a claim for spousal support?
4. How will the property be divided?

You would think that with just four simple issues, separations could be reduced to a flowchart: Married couple getting divorced –> the two kids will stay with Mom –> and Dad will pay child support to Mom –> and the spouses agree that no spousal support is needed –> and there will be an even 50/50 split of the property. Bingo, there’s your separation agreement.

Easy-peasy lemon squeezy, right?

The thing is, people’s lives are interesting and messy. They generally refuse to be shoe-horned into rigid categories. People have families without getting married. They have adopted children and step-children. They have obligations to the children they have from previous relationships. The plan has to address the realities of the client’s individual situation.

Outside of their individual family situations, people also have different needs and goals. Some people need financial support for their children immediately. Some people want to share equally in the parenting of their children. Some people don’t care if they are entitled to spousal support, they just want a clean break and a fresh start. We can’t guarantee outcomes, but we can craft a plan that maximizes a client’s chances of achieving a successful end result.

Of course, it takes two to tango. Every couple has its unique relationship dynamics, whether the couple is together or separating. During separations, some people cooperate, some people fight and some people hide. The client’s plan has to address how the other partner is likely to react.

Every separation ultimately boils down to a combination of the same four issues but the way the issues present themselves requires a considered and individualized approach.

What’s the alternative?  Well, there is a good military saying:  “If you fail to plan, you plan to fail”.

Posted by Brian Jalonen

Corporate “Maintenance” Checklist

Minute BookCorporations are legal entities that are distinct from their shareholders and directors. Many people choose to set up a small business corporation to create a shield against most personal liability. However, it is important that the corporation be properly maintained. If a corporation is not properly “maintained”, there is a risk both that the corporation can cease to exist as an entity, and that the shield against personal liability is eroded. In addition to properly maintaining the corporation, it is important that anyone doing business with the corporation clearly understand that the business being conducted is with a corporation.

How do you properly maintain your small business corporation?  For Alberta corporations, here is a brief checklist:

  1. File your Annual Return. You are required to submit an Annual Return to the Registrar of Corporations (through a Registry Agent) every year. It is due on the last day of the month following the anniversary month of incorporation. The form is available online. It is also mailed to the registered address shortly before the due date.
  2. Send in a Notice when something important changes. Anytime that there is a change to a Director, Shareholder, corporate address, or similar matter, you must submit the appropriate Notice document to the Registrar of Corporations (also through a Registry Agent) within 15 days of the change. These forms are also available online.
  3. Have an Annual Meeting. Each year, an annual meeting of the shareholders and the directors must be held. This meeting must be documented in writing. With small companies, this is typically achieved by preparing annual resolutions of the shareholders and of the directors and inserting them in the Minute Book. In this case, the resolution, signed by all voting shareholders (or  all of the directors, for a Directors Resolution), acts as documentation of the “meeting.” The signed resolutions are essentially the same thing as a meeting.
  4. Financial Statements and Tax Returns. Ensure that you have financial statements prepared and that you file the required corporate tax returns. If you have questions about tax filings, consult your accountant.
  5. Trade Name Registration. If the corporation operates under a trade name, it is important that this trade name be properly registered.
  6. Keep an up to date Minute Book. There are certain corporate records you are required to have, and to make available.  You can find a list of them here.  The easiest way to do so is to keep them in a single place, normally a binder called a “Minute Book”.  Your corporate documents must be kept in a physical location (a “records address”) that is accessible during normal business hours. This is typically your registered address. The information that must be available in this location (and which is typically kept in your Minute Book) is as follows:

Questions?
Patriot Law Group provides a corporate maintenance service for many small business corporations. If you want help with maintaining your corporation, or you have questions about operating your business as a corporation, give us a call.

Posted by Michelle Gallagher

What’s in a name: how lawyers describe themselves

barristerLawyers describe themselves to other lawyers, to clients and to members of the public in several different ways.  The terms used mean different things.  Here is a very short description of the most common of these terms and what they mean:

  1. Lawyer.  This is pretty clear.  This means that the person is a member of a provincial law society in good standing.
  2. Barrister and Solicitor.  This terminology is very common, and it is how we describe ourselves at Patriot Law Group.  It has its origin in the British system of classifying lawyers according to their role in the legal system.  Traditionally, a Barrister is a lawyer who represents clients in court.  Think of the lawyer in black robes and (in the U.K. anyways) wearing a white horsehair wig.  A solicitor is a lawyer who primarily does legal paperwork (for example, drafting contracts or Wills), and does not appear in court.  In all provinces of Canada (except Quebec, which uses a different approach linked to their different legal heritage) all lawyers are both Barristers and Solicitors.  Some lawyers do describe themselves as only “Barristers” or only “Solicitors” in order to make it clear (primarily to others in the legal community) that they restrict their practices to one or the other area.
  3.  Counsel.  This term is often used by lawyers to describe their role or function with respect to clients.  They pitch themselves as providing wise counsel.  Variations of this include “General Counsel” (a term used to describe the most senior lawyer employed within a business corporation as an “in-house” lawyer) and “Of Counsel” (used to describe a lawyer who has a connection to a law firm, but not as a partner or associate).
  4. Legal Adviser.  This description is not as frequently seen, but it is also used to describe the role or function of the lawyer.  It is a more modern alternative to “Counsel”.
  5. Attorney.  This is rarely used in Canada, although it may be the most well-recognized term of all due to its widespread use in the United States.  It is simply a description of a person who is a licensed and practicing lawyer.  We don’t use it in Canada very much because the word “Attorney” has a different and specific meaning here:  a person who exercises legal authority for another under a Power of Attorney.
  6. Partner.  A lawyer who is a partner has an ownership stake in his or her law firm.  This is more common in large firms, where equity in the business is used a part of a senior lawyer’s compensation package.  A “partner” is typically an experienced and senior lawyer.
  7. Associate.  This is also sometimes seen as “Associate Lawyer”.  This term also relates to the status of a lawyer within a law firm.  An Associate is a lawyer who is an employee of the law firm, generally a more junior lawyer without an ownership stake.

There you have it.  Now when you meet a lawyer, you can accurately gauge his or her sense of self-importance.

Why We Need Financial Disclosure

slapdash_1655684c When we deal with separations here at Patriot Law Group, we find that clients sometimes react with frustration or confusion when we bring up financial disclosure requirements. The client will tell us that “I already know about our finances,” or “We have already agreed on everything,” or “I don’t understand why I need to do this.” We usually respond by explaining that each party is legally entitled to full financial disclosure from the other party and that the court can compel a party to produce the necessary information if that party refuses to do it voluntarily. But deep down inside, our inner Tom Cruise is channeling Jerry Maguire and pleading, “Help me help you.”   Part of our professional duty to our clients is to provide advice regarding child support, spousal support and the division of your matrimonial property. For example, the amounts payable for basic child support is directly related to each parent’s income.  The amount payable for spousal support is based, in part, on a formula that compares the spouses’ respective incomes. The division of matrimonial property, in Alberta, is generally based on an equal distribution of assets and debts acquired during the marriage between the two spouses. In order to make an informed decision, the parties need to know what they are legally entitled to and what is available. One can easily see how crucial the accuracy of financial information is to the quality of the advice we can provide. In high-conflict separations, one spouse may be secretive or controlling with financial information. The higher income spouse may threaten that he or she will not or cannot afford to pay support. One spouse may be running up credit card debt for their sole benefit. In rare situations, a spouse may be actively hiding or selling off matrimonial assets. Full financial disclosure allows us to delve into these areas and determine what the financial situation actually is. Disclosure provides clarity, from which we can offer advice. In those happy situations where the parties have largely come to an agreement, full financial disclosure allows us to confirm or disprove the client’s belief that a fair bargain has been struck. Rather than trying to get in the way of a good deal, we want to make sure that the deal is fair and will be lasting. Full financial disclosure is key to ensuring our clients are getting a fair deal. And at this point, our inner Tom Cruise is wearing a flightsuit and cool sunglasses when Iceman shakes his hand and tells him, “You can be my wingman anytime.” Posted by Brian Jalonen