by Bryan C. Haynes of Bennett Jones LLP

Previously published in the Canadian Lawyer magazine

Most jurisdictions in Canada require the unanimous consent of all shareholders, including nonvoting shareholders, in order for a nondistributing corporation to dispense with an audit. The requirement is absolute and mandatory — there are no other exemptions or qualifications. The public policy rationale behind the rule is laudable; however, the implementation in practice can be austere. It is time to revisit the universal audit requirement as it applies to nondistributing corporations.

In which we are reminded to be careful about “sharing our experience” when asked until we understand the details, no matter how tempting.
 
“Yeah, we’re already doing that…”
 
I spoke at a banking industry conference last week.  During one of the breaks, I chatted with a conference participant; after a bit, he described a cross-selling sales challenge with his sales team.  Interested, I said, “Interesting… tell me more about that.”
 
He went on for a bit, then asked, “What strategies have you seen other banks use to increase their cross sells?”
 
Without much hesitation, the “Oh, gosh, I’d love to be helpful” voice came out of my mouth. “Well,” I said, “two strategies we’ve seen work well in settings like yours are (strategy A) and (strategy B).”
 
 I received the summary dismissal I deserved for my careless response: “Yeah, we’re already doing that.”
 
 (In other words: “You haven’t told me anything I don’t already know” and “Unless you have something better than that, pal, I’m moving on.”)

In which we consider the advantages of introducing ourselves as our benefit rather than as our job description.

Each time I sat in his office,  his small bronzed desk plaque hissed at me, “Do not confuse effort with results.”  30 inches distant,  securely bolted, passive, dead center, front.   Whatever the topic, the plaque stripped the varnish away. “Let’s look… at what you’ve  d o n e.”
 
Segue to… a business gathering. You’re mingling with others. Someone turns to you and says, “Hello, I’m Fred Smith from Amoximated Company.  What do you do?”  You don’t know Fred, you don’t know what’s important to him or what he’s listening for. How do you respond?
 
With a result.  The desk plaque’s legacy.  You could say:
 
 
 (1) “Hello. Fred, I’m a senior relationship manageer at ABC Company based here in the city. I manage our major account relationships in the consumer packaging industry. I work with a team of people who bring expertise from several important financial and technical disciplines to help our clients manufacture more efficiently.”
 
or..
 
 (2) “Hello, Fred.  I work at ABC Company. I help consumer packaging companies reduce manufacturing costs five to ten percent.
 
 
The first one is an “EFFORT” description — a job title and job description, bland, passive, pablum. The second one is a RESULT – crisp, unapologetic, provocative. If Fred wants more discussion, the starting line is bold and clear.     He’s likely to ask, “How do you do that?”
 
Listen, next time you’re mixing with others. What do you hear? Effort or results?  “I sell office equipment. I’m a corporate banker. I’m an asset manager. I sell ball bearings.  I’m a senior accountant at Knight and Day.”  It’s all “effort” and job description. 
 
To stand out, focus on your results. The benefit statements of you. And, if you can’t prove quantitative results, focus on how you help others achieve them.  For example:  The qualitative result,  “I help business owners operate their companies more efficiently,” is stronger than the job description, “I’m a branch manager” or “I’m a Business Banker.”
 
Do not confuse them with your effort or your job title.  Focus on your results.

by Nick Miller of Clarity Advantage

In which we revisit the importance of looking at the whole picture even when someone says, “it hurts …right … here.”  
 
Youthful excess and advancing age have led to creaky joints. From time to time, I seek help from physical therapists, trainers, and physicians. 
 
I went to see a new provider last week. Our interview began with, ”What has brought you here?”

In which we are reminded to clear time-wasters from our client lists and project lists in order to create capacity to grow.
 
Consistent readers of this column will recall that Clarity has moved headquarters to a new location, closer to civilization and dangerous moving objects like trains that did not appear in the previous location. While the physical move happened several weeks ago, the “moving process” is still active.
 
Why? I have a love-hate relationship with moving. The part I hate most about moving

By Dawn Jetten, John W. Teolis, and Jacqueline D. Shinfield of Blake, Cassels & Graydon LLP

On April 16, 2010, the federal government released the new “voluntary” Code of Conduct for the Credit and Debit Card Industry in Canada (the Code). The Code was created to address the concerns of merchants regarding some of the business practices of credit and debit card networks, issuers and acquirers. Although the Code resulted from extensive consultations with both merchant and consumer associations, it is evident from reviewing the Code that merchants are the primary beneficiaries.

The stated purpose of the new Code is to:

• ensure that merchants are fully aware of the costs associated with accepting credit and debit card payments, thereby allowing merchants to reasonably forecast their monthly costs related to accepting such payments;
• provide merchants with increased pricing flexibility to encourage consumers to choose the lowest-cost payment option; and
• allow merchants to freely choose which payment options they will accept.