Practice Area
As a corporate lawyer serving Burlington, Mississauga, Oakville and the wider GTA, Wes Forgione acts for founders, family enterprises, and high-growth businesses on entity formation, shareholder agreements, corporate governance, reorganizations, holding company structures, and succession planning.
Wes built his reputation as a corporate quarterback earlier in his career in British Columbia, acting for upwards of 400 companies as the lawyer brought in to handle whatever came up on a file, drafting contracts, incorporating entities, negotiating shareholders' agreements, and papering escrow arrangements for deals in progress. He now practices in both Ontario and British Columbia, bringing that same role to clients across the GTA: clients call Wes first, and he either handles the issue or coordinates the right outside professional to get it done.
No two structuring files look the same. A shareholder agreement drafted for two founders that never accounted for a third. A holding company set up for a tax plan that no longer applies. A business that's grown well past the governance terms its bylaws still assume. Wes has worked through all of it, and he knows how to fix a structure that's drifted out of step with the business, or build one right from the start so it doesn't.
What this covers
Do I need a shareholder agreement if it's just me and one other founder?
Yes. A shareholder agreement is most important precisely when a company has few owners, since there's no default rulebook for what happens if a founder wants to leave, dies, becomes disabled, or simply disagrees with the other on direction. Without one, Ontario's default corporate statute governs, and it wasn't written with your business in mind. See why every company needs one for a closer look at what it should cover.
What's the difference between a holding company and an operating company?
An operating company runs the day-to-day business and carries the operational risk. A holding company sits above it, owning shares in the operating company and often holding excess cash, investments, or other assets. Separating the two can protect accumulated wealth from operating liabilities and create tax planning opportunities, but the structure needs to be set up properly to achieve those benefits.
When should a growing business revisit its corporate structure?
Common triggers include bringing on a new shareholder or investor, a founder wanting to step back from day-to-day involvement, plans to sell or transfer the business, a significant increase in retained earnings, or simply realizing the existing documents no longer reflect how the business actually operates. Waiting until a dispute or a deal forces the issue is the most expensive time to fix a structure.
Can you fix a shareholder agreement that's already in place, or do we need to start over?
In most cases the existing agreement can be amended rather than replaced outright, particularly where the core ownership and governance terms still make sense. Wes reviews what's already signed, identifies what's missing or outdated, and recommends whether targeted amendments or a full redraft makes more sense given the company's situation.
What governance documents does a typical Ontario corporation actually need?
At minimum, articles of incorporation, bylaws, and a register of directors, officers, and shareholders. Most multi-shareholder businesses also need a unanimous shareholder agreement covering decision-making, share transfers, and exit scenarios. Businesses with more complex ownership or tax planning needs may also require a holding company structure and related agreements.
How is Forgione Deal and Corporate Counsel different from a large firm corporate group?
Wes Forgione works directly on every file as the lead lawyer, not a partner who hands structuring work to a junior associate. Clients get the same lawyer from the first conversation through every amendment and review down the line, with the responsiveness of a boutique practice and the judgment that comes from having built structures for hundreds of businesses.
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From the first meeting to the final result, we guide clients with structure, strategic thinking, and steadfast advocacy. Click the link below to schedule a consultation.
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