Executive Summary
Cliff brings deep experience in not-for-profit and charitable organizations, and corporate governance, offering clients the benefit of his broad and practical legal insight. He advises Boards of Directors on meeting conduct, procedural issues, taxation, shareholder and member disputes, and regulatory compliance. He regularly works with charitable donors and their advisors. Cliff acts for a wide range of charities and non-profit organizations, supporting them through every stage of their operations and activities.
Expertise
- Non-Profit and Charities
- Corporate Governance
Representative Work
- Advice to national religious organization on application of Canada Not‑for‑Profit Corporations Act to its special legislation
- Acting for environmental non‑profit for off‑balance sheet financing for energy retrofits of publicly and privately owned commercial and residential buildings
- Establishment of trust structure to hold private company shares for benefit of public charitable foundation.
- Assisting numerous share capital social clubs on continuance under the Ontario Not-for-Profit Corporations Act, 2010.
- Advising board on dissident shareholder activities.
- Acting as independent court-ordered chair at members’ meetings.
Articles and Presentations
- Special Act, Statutory and Common Law Corporations: Law & Practice (book in preparation)
- Social Clubs with Share Capital and the ONCA – June 21, 2018
- Now in Effect: Amendments to Ontario Charities and Not-For-Profit Laws – December 19, 2017
- Registering a Charity in Canada – August 28, 2017
- Lexis Nexis Practice Advisor, Canada Not-For-Profit Corporations Act and Ontario Not-for-Profit Corporations Act, 2010, author
- Nathan & Goldfarb’s Company Meetings for Share Capital, Non‑Share Capital and Condominium Corporations 13th ed.), 2024, co‑author, LexisNexis
- “Special Challenges of Special Act Corporations” (Canadian Bar Association, 2013)
Articles
- Changes to the Rules on Gifts and Exports of Cultural Property, Registered Charities and Political Advocacy - 5/23/2019
- Charities Carrying on Activities Through an Agent or Intermediary - 9/16/2016
- Dealing With Corporate Disputes - Planning To Avoid Disputes - 2/23/2016
- Directors' Duties to the Corporation: Focus on Dual Loyalty - 11/12/2015
- Ontario Postpones implementation of new Not-for-Profit Corporations Act - 9/22/2015
- Update on Ontario Not-for-Profit Corporations Act, 2010 - 7/4/2013
- Dual Loyalty on Non-Profit Boards: Serving Two Masters - 5/6/2011
My Blog
Recognition
- Chambers and Partners, recognized for Charities/Non‑Profits Nationwide Canada
- Martindale-Hubbell: Distinguished Peer-rated for High Professional Achievement
- Lexpert consistently recommended for Charities/Not For Profit Law
- Best Lawyers in Canada for Charities / Non‑Profit Law
- Recognized by Best Lawyers in Toronto
- Recipient of the 2012 AMS/John Hodgson Award of the Ontario Bar Association Charity & Not‑for‑Profit Section for excellence in the sector
Professional Involvement
- Past Chair of the Charity & Not‑for‑Profit Law Section of the Ontario Bar Association, 2018‑2019, current ONCA Working Group Chair
- Law Society of Ontario
- Canadian Bar Association, Charities and Not‑for‑Profit Section, current CNCA Working Group Chair
Pro Bono
- Friends of the Arthur Conan Doyle Collection at the Toronto Reference Library (Chairman)
- International Churchill Society Canada (Director)
- The World Remembers 1914‑1918 (Director)
- Canadian Institute for Mediterranean Studies (Director)
- The Bootmakers of Toronto: Canada’s Sherlock Holmes Society (Honorary Solicitor)
- Toronto Lawn Tennis Club, former board member and Co-Chair of Social Club Continuance Task Force
- Ontario Volunteer Service Award, June 17, 2008, for service to Toronto Public Library