4.11 Review of Resolutions by Legal Counsel

A corporation must act in compliance with corporate, securities or other laws. Resolutions approving actions that must be made in compliance with such laws should be reviewed or drafted by legal counsel. Counsel's input is necessary to ensure that the corporation complies with applicable laws and also, in certain cases, to ensure that the resolution properly authorizes all requisite actions necessary to accomplish the intended objective. In some cases, such as share issuances, this latter issue is very important as the corporation's auditors or legal counsel may be required at a later date to express an opinion on or confirm details of the share issuance.

While it is difficult to list all items that may have legal implications, generally corporate actions relating to business matters such as budgets, department reports or corporate strategy do not involve significant legal issues. The following is a list of some matters that generally do involve legal issues:

  • Issuance of any securities (eg. shares, warrants, agreements to issue shares, stock options);

  • Entering into material agreements (eg. to borrow or lend money, to acquire other businesses or joint venture agreements);

  • Granting of security to lenders;

  • Changes to directors and officers;

  • Calling and approving shareholder meetings;

  • Fundamental corporate changes (eg. name change, consolidation, share split, creation of new class of shares, or dissolution – generally speaking these types of changes will require shareholder approval as well); and

  • Creation of subsidiaries or fundamental changes to subsidiaries.