Executive Summary
With extensive experience in not‑for‑profit and charitable organizations and corporate and commercial law, and as a recognized expert on corporate meetings, Cliff provides his clients with the benefit of his broad range of legal knowledge. He counsels boards of directors in the business and non-profit sectors on corporate governance, conduct of shareholders and members meetings, procedural matters, non-profit and charitable tax issues and regulatory compliance and works with charitable donors and their advisors. Cliff acts for charities and non-profit organizations of all types, in all aspects of their existence and activities.
Cliff assists his clients with estate and wills matters.
Expertise
- Non-Profit and Charities
- Governance Advice for Board, Shareholder and Member Meetings
- Wills and Trusts
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 on financing 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.
- Acting as independent court-ordered chair at members’ meetings.
Articles and Presentations
- 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 and Non‑Share Capital 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
- President of not-for-profit corporation reinstated following oppression application (Carr v. O’Reilly) - August 22, 2024
- Court Finds Not-for-Profit Unfairly Terminated Co-President’s Membership - May 27, 2024
- Bill 139 Receives Royal Assent: Fewer Non-Profit Filings, Easier Social Company Continuances - December 8, 2023
- Changes to Corporations Act Will Make it Easier for Social Clubs with Share Capital to Continue Under Separate Legislation - November 2, 2023
- Ontario Business Registry: Moving Businesses Online - October 14, 2021
- SPECIAL RELEASE Re Proclamation of Not-For-Profit Corporations Act, 2010 (Ontario) (the - August 19, 2021
- Preparing for the ONCA Thursday - November 12, 2020
- Social Clubs with Share Capital and the ONCA - June 21, 2018
- 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
Recognition
- Chambers and Partners, recognized for Charities/Non-Profits Nationwide Canada
- 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 and Secretary)
- The Bootmakers of Toronto (Honorary Solicitor)
- Ontario Volunteer Service Award, June 17, 2008,for service to Toronto Public Library
Beyond the Office
Cliff is the author of The Great Shadow: Arthur Conan Doyle, Brigadier Gerard and Napoleon (1996) and co-author of Investigating Sherlock Holmes (2014), as well as numerous articles on Doylean and Sherlockian topics. He is a recognized expert on Arthur Conan Doyle and collects anything related to his Napoleonic War writing. He also enjoys tennis, genealogy, biblical archaeology, reading (history, science fiction, biography, popular science), sudoku and cryptic crosswords and especially playing with his grandchildren.