Insights and updates
from MinuteBox

In the legal profession, the battle for talent is a constant struggle for firms. With the shift to a hybrid model and more opportunities for flexible work, firms are facing new challenges in recruiting and retaining top talent. In this interview, Karen Tuschak and Tiffany Pereira share their insights on the battle for talent and the changes they are seeing in the legal profession.

• The battle for talent is a constant struggle for firms in the legal profession
• Firms are facing new challenges in recruiting and retaining top talent with the shift to a hybrid model and more opportunities for flexible work
• Firms need to focus on treating paraprofessionals fairly, offering them opportunities for professional development, and providing a good work-life balance
• Paraprofessionals can be a valuable asset to a firm by becoming a client retention tool and by being involved in marketing and client retention
• Retaining existing talent is just as important as recruiting new talent
• Firms that understand this and act on it will be better positioned to succeed in the legal profession

Karen Tuschak, a legal professional and owner of Spider Silk Solutions, highlights the importance of treating paraprofessionals fairly and offering them opportunities for professional development. Karen notes, “Firms that really get it are starting to look at the paraprofessionals as a group of themselves and are starting to offer them things outside of just fitting them in with the associates or with the legal assistants.” She also notes that paraprofessionals can be a valuable asset to a firm by becoming a client retention tool and by being involved in marketing and client retention.

Tiffany Pereira, Director of Customer Success at MinuteBox, agrees that retaining talent is just as important as recruiting new talent. Tiffany says, “It’s about retaining that talent that’s in the door. And I’ve seen it in my career and just from chatting with amazing individuals that there’s so much talent out there and sometimes we forget about the ones that have been here for years.”

In addition to treating paraprofessionals fairly and offering them opportunities for professional development, firms should also focus on providing a good work-life balance for their employees. The pandemic has highlighted the importance of work-life balance and many employees have realized that they can be productive while working from home. As a result, firms that can offer a flexible schedule and a hybrid model will be more attractive to top talent. By providing a good work-life balance, firms can attract and retain top talent, which will ultimately benefit the firm in the long-term.

Watch the full interview, The Battle for Talent in the Legal Profession here

In conclusion, the battle for talent in the legal profession is becoming increasingly challenging with the shift to a hybrid model and more opportunities for flexible work. Firms need to focus on treating paraprofessionals fairly, offering them opportunities for professional development, and providing a good work-life balance. Additionally, retaining existing talent is just as important as recruiting new talent. Firms that understand this and act on it will be better positioned to succeed in the legal profession.

There are many steps a company must complete when registering as a corporation. These steps can be as straightforward as filing the official corporate name, office, and records. However, the steps can also be more complicated, such as authorizing share structures that will distribute shares and ownership of the corporation.

Under Canadian law, the Articles of Incorporation dictate that companies must define the share classes and the maximum number of shares that the corporation is authorized to issue. This is a necessary step in the incorporation process as these share classes outline the rights that will be held by each shareholder.

How are shares divided amongst shareholders?

As dictated under the Articles of Corporation, shareholders are classified into different classes. In some cases, a corporation may issue only one class of shares, in which each shareholder is entitled to the same rights as all of the others. These rights include, but are not limited to:

• The right to cast votes at meetings of all shareholders
• Entitlements to any dividends declared by the corporation
• Ownership of any remaining property previously owned by the corporation should the company enter a state of dissolution

The rights that each shareholder is entitled to depend on the class of shares they receive as mandated by the Articles of Incorporation. Here is a quick breakdown of the classes of shares that can be issued to various shareholders.

Common shares

Common shares are also known by the name “equity shares,” and they are the most likely class issued by a corporation delegating only one type of share to shareholders. All holders of common shares are entitled to the standard rights outlined by the Articles of Incorporation.

Special shares

Special shares are in a different category from common shares. As a result, recipients of special shares have rights, privileges, restrictions, and conditions exclusive to them and separate from the standard rights issued to common shareholders. Special shares are typically issued by corporations for tax purposes, and they can be redeemed or retracted at the discretion of the corporation.

Preferred shares

Preferred shareholders, as the name implies, have preferential rights that have higher priority over the other classes of shareholders. This means that preferred shareholders are the first recipients of dividend payments, or they receive the first right of refusal for ownership of remaining land or other assets if the corporation dissolves.

What other shareholder rights are issued with shares?

The Articles of Incorporation don’t just dignify the standard rights for shareholders. They also outline the rights or intentions of shareholders and their financial considerations.

Some of the most common provisions attached to shares that the corporation can enforce include the following:

• Rights to redeem the shares by shareholders in what’s legally known as a retraction. A retraction entitles shareholders to force corporations, under specific circumstances, to redeem some or all of the shares held by those shareholders.
• Restrictions on the issuance of new shares to outside parties. These restrictions entitle existing shareholders to claim first right to refusal of new shares, distributed proportionally among the board of directors before offering them to new investors.
• Conversion or exchange rights, which entitle shareholders to require corporations convert their shares into another class of shares. For example, the right to convert common shares into preferred shares.
• Liquidation rights to shareholders, thereby entitling shareholders to returns on remaining capital upon the dissolution of the corporation.

How to use technology to track and report upon all shareholder activity

Obviously, there’s a lot of data involved with share transactions between the corporation and the various shareholders. Maintaining accurate, up-to-date records of these transactions requires a lot of clerical work for your legal professionals, which can take an abundance of time and resources away from client-facing revenue-driven services.

But it doesn’t have to go that way. You can automate shareholder transaction reports using entity management software to simplify the process. Entity management platforms provide built-in shareholder ledger templates that can be populated with all shareholder transaction records. It’s a simple matter of selecting pre-built data management fields and inputting the information about existing shareholders, share classes, and any minute book meeting minutes documenting authorized exchanges of shares among all relevant parties.

There are two reasons why this is the ideal approach to managing all shareholder information. First, since it’s all digital, there’s no risk that paper documents will be lost or misplaced. Everything is safely and securely stored within one convenient platform, which all shareholders can access and review at their own convenience.

Second of all, there’s no coding or development experience required by legal professionals to use the platforms. The templates are pre-built into the platform, and you can add or remove data fields using straightforward drag and drop features. This simplifies the entire recordkeeping process and enables you to maintain an accurate report on share activity with no hassle at all.

Are you ready to automate shareholder transaction reports? Join the MinuteBox revolution and maintain all shareholder transaction records with speed and efficiency.

A debate rages amongst legal professionals and corporate compliance officers about the best approach to digitize and modernize minute book management. There are certain professionals who abide by the benefits of entity management software (EMS), and there are others who subscribe to the merits of document management software (DMS).

There are many similarities between the two solutions, and there are just as many important differences. To ensure you select the best solution for your own unique purposes, let’s break down how to distinguish between the two types of software.

Modern minute book management is more efficient

Before we dive into the two types of solutions, let’s first summarize the underlying purpose of selecting one of these technologies. That fundamental purpose is to modernize how your legal practice or in-house corporate counsel effectively manages all pertinent minute books and corporate documents.

Modernized minute book management utilizes technological solutions to streamline workflows and efficiently improve recordkeeping processes. Using technology, legal teams can input, update, sort, file, and retrieve minute book records in a matter of seconds. These platforms are intuitive and backed by advanced security features, such as biometric and hardware key authentication. The advanced security parameters protect those records for only those individuals who have been authorized to access the account.

What is entity management software?

Now, let’s break down the two types of technology. We’ll begin with a brief summary of entity management software.

Entity management software is a type of specialized technology that enables legal firms and in-house legal departments to manage multiple legal entities. Advanced entity management solutions are cloud-based softwares that streamline how legal departments manage corporate minute books for dozens or hundreds of entities.

The technology is best suited to assist legal professionals with automating clerical tasks that include each of the following:

• Corporate compliance deadlines that are managed using a built-in tickler system
• Automated documentation of company by-laws, corporate resolutions, cap tables, shareholder ledgers, and legal registers
• Tracking all issuances and transfers of corporate shares from entity to shareholder, as well as amongst various shareholders
• Creating org. charts that report on all corporate owners, officers, and directors

Entity management software is protected by advanced security features that protect all corporate records from unauthorized access. Solutions like MinuteBox are among the leading secure entity management solutions, having received official ISO 27001 and SOC 2 Type II certifications, each of which validates MinuteBox’s commitment to corporate data security.

What is document management software?

Let’s segue into a summary on document management software and its primary purposes. Document management software is a less advanced version of entity management software, primarily used to help corporations manage the lifecycle of their documents.

Document management software is characterized as a digital filing cabinet that helps companies transition away from paper records. Examples of prominent document management solutions include platforms like Google Drive or DropBox.

While document management software helps companies transition away from paper records and support environmental, social, and governance (ESG) corporate policies, it’s a less capable solution for corporate entity management.

Minute book records that contain corporate finances and shareholders’ personal information require advanced security features to protect the corporation from unauthorized hackings or malfeasance. To ensure corporate information is securely stored in the cloud, legal teams and in-house corporate counsels are better equipped with entity management software.

Benefits of modernized minute book management

Utilizing technology, like entity management software, to manage minute books and update corporate records is far more efficient than traditional processes.

In the past, law clerks and paralegals were required to update all records by hand using paper documents. In addition to the time-consuming nature of this workflow, there was a greater risk that records could be lost, misplaced, stolen, or shredded due to the fickle nature of paper documents.

Legal entities that use technology to modernize minute book management eliminate those security risks, and they make outdated workflows redundant. Since these platforms are intuitive, they save teams valuable working hours. The traditional minute book management process used to take up to 5.5 working hours out of a working legal professional’s day. Using technology, more of that time is earned back, allowing legal talent to reinvest that time towards billable hours for clients that increase Legal Recurring Revenue for the firm.

Are you ready to modernize your own minute book management workflow? Join the MinuteBox revolution and incorporate the most advanced entity management solutions into your established workflows.

Legal professionals are required to maintain diligent minute book records to remain compliant with federal and provincial laws across Canada. Minute books are how corporations remain accountable and transparent to their executives, their shareholders, and even different levels of government. Minute books summarize important details about a corporation, including:

• Articles of incorporation
• Constating corporate documents
• Corporate by-laws
• Official resolutions
• Shareholder ledgers
• Director ledgers
• Shareholder agreements
• Notices of consent

The process of maintaining minute book records is known as entity or subsidiary management. While these two functions are synonymous in many ways, there are distinct differences between the two approaches. How do they differ from each other? Let’s dive into that!

Minute book records allow corporations to remain compliant

Minute book records are required for corporations to remain in compliance with the laws stated by the Canada Business Corporations Act. All corporations are required to accurately report any changes to the corporation’s finances, operations, and shareholder agreements. This is primarily to ensure that the corporation operates fully above board and can provide accurate records of all financial transactions to the Canada Revenue Agency should an audit be required.

In addition to legal compliance, it makes good practical and business sense for corporations to maintain accurate minute book records. In the event that there are disputes about executive decisions or discrepancies between shareholder equity, up-to-date minute books allow the disagreements to be resolved accordingly. Ultimately, all corporations have responsibilities to their owners, to the government, and to any other stakeholders invested in the business.

The best way to think about minute books is to view them as a snapshot of a corporation’s value at a fixed period of time. Minute books allow corporations to maintain accurate records of past decisions, so that the focus of future executive or shareholder meetings remains on how to scale future growth for the corporation.

How your corporation documents minute book records

The process to create and manage minute book records depends on one key variable. Are you a legal professional hired by a corporation to manage their legal affairs, or are you part of an in-house corporate counsel that oversees all compliance matters? Depending on your role, you’ll undertake either an entity management or subsidiary management process to maintain accurate and transparent minute book documents.

What is entity management?

Entity management refers to the process of managing legal entities like corporations, trusts, partnerships, and other legal entities. The purpose of entity management is to ensure legal entities, such as corporations, live up to the various responsibilities and obligations to the various stakeholders invested in those entities.

The entity management process is chiefly undertaken by legal professionals who are either independent professionals or members of a law firm. In either case, these legal minds have been hired by a corporation to manage their minute books and corporate documents to remain compliant with Canadian jurisdictions.

What is subsidiary management?

Subsidiary management is a subset of entity management, which involves the corporate governance management of a corporation and their related subsidiary entities. Similar to the broader entity management process, the purpose of subsidiary management is to ensure all responsibilities and obligations are upheld by the corporate entity.

The distinction that separates subsidiary management from the broader entity management lies in who is responsible for the recordkeeping. Subsidiary managers are in-house corporate counsel who manage the same directors and share capital across many entities. This could involve as many as tens to hundreds of related parties.

How to use entity or subsidiary management software to manage minute book records

Whether you’re part of a law firm or part of an in-house corporate counsel, minute book management is an essential part of your role to support the corporation. Having the right tools to make this process seamless enables your own legal team to manage time and resources in a prudent and efficient manner.

That’s why entity/subsidiary management software is such a valuable asset to legal professionals. These solutions modernize the entire minute book record keeping process. You can eliminate physical binders of minute book records from your day to day routine by transferring all minute book files into digitized records that live securely within the cloud.

Cloud-based solutions are backed by biometric and hardware key authentication parameters, ensuring only people with approved credentials can access the files in the platform. If there are disputes between shareholders, the matter can be resolved in a matter of minutes by using advanced search capabilities to immediately pull up the file in question.
Entity/subsidiary management makes great business sense for legal professionals. These platforms make legal representatives more efficient, which helps reduce administrative costs. Additionally, clients are far more satisfied with your legal services, since you can provide answers to their pressing questions instantaneously. Finally, you can even give your legal team a leg up when attracting new talent by positioning your entity as an innovative leader in entity/subsidiary management!

Many attorneys believe that a succession plan is only necessary when approaching retirement. However, this negates the possibility of other unexpected occurrences that may impact the prosperity of the firm.

Law firm succession planning is a business strategy that supports future plans for solo or small firms. It’s a formal process that transitions a lawyer’s practice to another attorney in the wake of unexpected circumstances. Similarly, an entire legal entity can use a succession plan to transition their business to another firm, or to close down the firm in its entirety.

The purpose of any legal succession planning is to protect the interests of the practicing attorneys, the firm’s reputation, and the clients serviced by those practices. Surprisingly, less than one in four law firms has established succession plans for their respective practices.

Why law firms need succession planning

An effective legal professional is always prepared to deliver results. Part of an effective preparation strategy includes succession planning to account for any unexpected circumstances that could change a legal practitioner’s ability to serve clients. Examples of unexpected circumstances include things like:

• Loss or suspension of a practicing license
• Onset of life-threatening illnesses
• Debilitating disabilities that make practicing law impossible
• Family emergencies that require an extended leave of absence
• Sudden loss of life

A succession plan is a forward-thinking strategy that accounts for the possibility of one or more of these unexpected events disrupting an organization’s ability to provide legal services to clients. Failure to implement a proper succession planning strategy could leave clients at a loss in the midst of ongoing legal cases. This could lead to incidents that include:

• Missed court hearings and sessions
• Corporate documents left unfiled in proper timelines
• Client files stored in unsecure locations
• Incomplete wills, trusts, and other testamentary documents
• Corporate minute books with inaccurate or out of date information

Reasons to create law firm succession plans

Similar to how an elder family member creates an estate plan to pass on inheritances to their respective heirs, succession planning is all about preparing for future events in the present timeline. Succession planning strategies signal that your firm has a long-term vision and an effective strategy in place to achieve that vision.

Here is a quick breakdown of some of the top reasons why you need a formalized succession plan.

Succession planning protects the interests of your clients

This is arguably one of the most important reasons practicing legal professionals and their respective firms should establish succession plans. Clients and anyone you represent, as an attorney or a business partner, are protected by documented succession plans.

Suppose you’re a solo attorney practicing law at an established firm. Should unexpected circumstances occur, and you’re no longer able to continue your career as an attorney, your clients require ongoing legal assistance. Likely, they have documents in the form of wills, trusts, or real estate deals that need to be signed, filed, and formalized.

As their direct point of contact at a firm, your job is to ensure they receive the services they need. Without succession planning in place, those needs may go unmet, causing the clients to lash out at the firm as a result. This could endanger the reputation of the firm and your own personal reputation, especially if your absence from practicing law is only a temporary hiatus.

Succession planning improves your firm’s relationship with insurers

Malpractice claims are high-risk incidents for insurers. Rates and coverage issued to practicing attorneys and their firms are determined, at least in part, by the degree of risk for malpractice cases issued against your practice.

In cases involving elder attorneys, who have reduced their roles to part-time work in a semi-retired state, there is a higher degree of risk associated with the firm. A lack of proper succession planning, which would include mandatory retirement ages and appropriate reviews of caseloads managed by those elder practitioners, helps insurers feel more confident in your firm’s ability to maintain high quality legal services for clients.

Succession planning helps you prepare for your own retirement

Let’s say you’re a practicing attorney at a firm. You may have founded or co-founded the firm; additionally, you may have achieved the status of partner over the course of your practicing career. Now, you’ve approached the age where it’s time to think about retirement.

When you have an effective succession planning strategy implemented, the transition into retirement is much smoother. You can reassign any outstanding cases to other attorneys at your firm, and you can pass on leadership of the firm to other partners who are ready to continue building upon your established reputation. This ensures you have peace of mind and decreases the risk of malpractice claims that may be filed following your exit from the legal community.

How to use entity management software to support succession planning strategies

When creating a succession plan, it’s important to collect and store all important information about your legal practice in one convenient location. Storing critical files about your practice across multiple sources increases the risk of losing or misplacing those documents. This could leave the firm at risk of a breach of confidentiality, or prone to charges of failure to maintain privacy protection mandates to protect your clients’ personal information.

Entity management software is an effective resource that can help supplement your succession planning strategies.  Entity management software allows you to make official records in an orderly digitized document. You can use the platform to keep track of all details about the succession plans, where those details are stored, and how to access the documents. It’s a more efficient and structured way to execute your succession plan.

An effective succession plan contains critical information about your clients, your firm, any partnerships with outside vendors, and passwords or other access information to technological platforms. As you assemble all of these pieces of information, use your entity management platform as a digitized succession planning checklist to ensure nothing is lost in the transition. It will keep your legal team well-informed and far less stressed about losing any vital information.

Succession planning for corporations ————————————
Legal professionals and the firms they represent aren’t the only ones that can benefit from an effective succession plan. Corporations also must prepare for unexpected circumstances or the retirement of a senior executive. Check out our helpful guide on The Director Resignation Checklist for details on how to transition to new senior leadership at your corporate entity.

Time is a luxury that many businesses can’t afford to spare. Global organizations always seek more efficient and innovative solutions to streamline workflows, accelerate deliverables, and generate results in the pursuit of growth.

In the legal entity management field, it’s no different. Legal departments, corporate secretaries, and compliance professionals are often inundated with repetitive administrative or clerical workloads. In between managing minute book records and corporate documentation, these teams of professionals must meet filing deadlines and manage inquiries from jurisdictional regulators to remain in compliance.

Global entity management systems assist legal teams with more streamlined and efficient methodologies to support corporate compliance. Here are five of the chief benefits of global legal entity management systems and how they help modernize entity management workflows.

Increased focus on compliance deadlines

One of the biggest responsibilities for legal entity managers is to stay on top of all the administrative tasks to help an entity remain in compliance. Examples of these tasks include:

• Uploading corporate organization charts
• Managing compliance deadlines
• Coordinating multiple calendars
• Filing statutory and date-based compliance tasks
• Completing minute book records
• Generating annual reports
• Modernizing corporate documentation workflows

With a global legal entity management system, you can streamline all of these tasks. Built-in compliance modules include pre-built templates on how to create each of these corporate records to help your organization remain in compliance. It makes it easier to create, edit, and manage the documentation, saving valuable working time for your entire legal department.

Reduced risks of non-compliance penalties

Remaining in compliance with jurisdictional laws keeps your company from falling into legal and financial peril. One need look no further than the collapse of FTX as an example of a company operating in bad faith and the fallout from those non-compliance business decisions.

Using a legal entity management system, you store all your important corporate data in one centralized location. There’s no risk that paper records will go missing or be accidentally tossed in the trash. Everything is stored in cloud-based servers that make it easy and convenient to access corporate records whenever a situation calls for clarity.

Increased security with no technical expertise required

Transitioning your corporate documentation to a legal entity management cloud is not only a time saving benefit. You can accelerate documentation workflows without adding additional technical expertise to your company’s payroll.

Legal entity management systems include no-code document generation features. You can easily create and customize legal documents without the need for technical expertise to complete these tasks. The platforms are intuitive enough to generate PDF-style templates of these documents that are easy to modify as necessary.

Improved corporate transparency with regulators

When regulators come calling, you want to provide clear and accurate minute book records. Transparent documentation makes any scheduled or unscheduled auditing session quick and painless. Satisfying regulators with your diligent recordkeeping is one of the best ways to avoid the repercussions of non-compliance business activities.

Since all minute book records are stored in your legal entity management system, you can sit down with regulators for scheduled sessions and walk them through the documentation. Advanced search filters allow you to pull up any records under scrutiny in a matter of seconds, which will go a long way towards keeping your entity out of legal hot water.

Greater efficiencies with meetings and signatory approvals

We end where we began around the idea of time saving efficiencies. Using cloud-based global entity management systems, you can conduct all meetings with entity executives, directors, and shareholders from any location.
Data shows that nearly three out of four corporate executives want greater flexibility when it comes to running important meetings for the business. Since minute book records are stored within the entity management system’s cloud-based servers, the records can be viewed from anywhere with an internet connection.

Imagine granting your legal entity management team the ability to conduct minute book record meetings and reviews with key stakeholders at their convenience. Instead of coordinating a review session across multiple calendars to arrange time for everyone to be in the same room, the meeting can be conducted virtually from anywhere. Plus, the built-in e-signature feature makes it easier to get signatory approval on any finalized documents.