Law Dictionary

A royalty stream is the series of future royalty payments expected from a licence, franchise agreement or resource royalty. Because it is a predictable flow of income, a royalty stream can be valued, sold or used as security for financing, separately from the underlying asset itself.

A royalty trust is an investment trust that holds royalty interests in oil, gas or mineral production and passes the income to its unitholders. Royalty trusts were once common in the Canadian energy sector, but most converted to corporations after federal tax rules for specified investment flow-through (SIFT) trusts, announced in 2006 and fully effective in 2011, removed their tax advantage.

Securities are investment interests, such as shares, bonds, options, convertible notes, SAFEs and investment contracts, defined broadly in the BC Securities Act. A private BC company issuing securities, even to friends or employees, must either file a prospectus or rely on an exemption such as the private issuer or accredited investor exemption under National Instrument 45-106.

A shareholders agreement is a contract among some or all shareholders of a company, often with the company, that governs ownership and control. It typically covers board composition, decisions needing unanimous approval, share transfer restrictions, rights of first refusal, shotgun buy sell clauses, and exit. Under the BCBCA it operates alongside the company's articles.

A shareholder dispute is a conflict among the owners of a company, or between shareholders and directors, over control, value, dividends, information or exit. In BC these disputes are resolved under the shareholders agreement, by arbitration if agreed, or in the Supreme Court of BC using BCBCA remedies such as the oppression remedy, derivative action or liquidation.

A shareholder meeting is a formal meeting of a company's shareholders to elect directors, appoint or waive an auditor, receive financial statements and pass resolutions. Under British Columbia's BCBCA, a company must hold an annual general meeting each calendar year unless all voting shareholders sign a unanimous resolution instead. Notice and quorum follow the articles and the Act.

Shareholder oppression is conduct by a company or its directors that is oppressive or unfairly prejudicial to a shareholder. Under section 227 of the BCBCA, a shareholder can apply to the Supreme Court of BC, which may make any order it considers appropriate, including forcing a buyout, setting aside transactions, or awarding compensation, including against directors personally.

Shareholder remedies are the legal tools a shareholder can use to protect an investment. In British Columbia, the BCBCA provides the oppression remedy, derivative actions brought with court leave on the company's behalf, dissent rights to be paid fair value, compliance and restraining orders, court ordered investigations and, in serious cases, liquidation of the company.

A shareholder resolution is a formal decision of a company's shareholders. Under British Columbia's BCBCA it may be an ordinary resolution passed by a simple majority, a special resolution passed by two thirds (or up to three quarters if the articles say so), or a unanimous resolution, passed at a meeting or by signed written consent.

Shareholder rights are the entitlements that come with owning shares, set by British Columbia's BCBCA, the company's articles and any shareholders agreement. They typically include voting, receiving declared dividends, inspecting certain records, receiving financial statements, dissenting from fundamental changes for fair value, and applying to court for oppression or derivative relief.

A shareholder is a person or company that owns shares in a corporation and is entered in its central securities register. Under British Columbia's BCBCA, shareholders elect directors, vote on fundamental changes and receive dividends that directors declare, but do not manage the business, and are generally not liable for the company's debts beyond what they paid for their shares.

Shareholder voting is how shareholders make the decisions reserved to them, such as electing directors, appointing an auditor, altering the articles and approving fundamental changes like an amalgamation or a sale of substantially all assets. Votes are cast at a meeting or by written resolution, usually one vote per voting share, with the required majority depending on the type of resolution.

A share purchase agreement is the contract by which a buyer acquires shares of a company from its shareholders, taking the company with all its assets and liabilities. It sets the price, adjustments, closing conditions, representations and warranties, and indemnities. In BC the transfer itself must comply with the company's articles and the BCBCA.

Software contracts are agreements governing the creation, licensing, hosting, support or use of software, such as development agreements, end user licences, software as a service (SaaS) subscriptions and maintenance agreements. They typically deal with ownership of code, licence scope, fees, service levels, warranties, data, confidentiality and limits on liability.

Software copyright is the copyright that protects computer programs, including source and object code, as literary works. It arises automatically when the code is written and gives the owner the exclusive right to reproduce, adapt and distribute the program. It protects the expression in the code, not the underlying ideas, functionality or methods.

A software development agreement is a contract under which a developer builds software for a client. It sets the scope, milestones, acceptance testing, fees, warranties and liability limits, and should assign intellectual property to the client in writing, because under the federal Copyright Act an independent contractor otherwise owns the code it writes.

Software infringement is the use, copying, adaptation or distribution of a computer program without the copyright owner's permission or beyond the scope of a licence, such as installing more copies than licensed or copying protected code into another product. It can also involve breaching a software licence agreement or circumventing technological protection measures.

Software licensing is the grant of permission to use software that remains owned by the licensor. The licence sets who may use it, on how many devices or seats, for what purpose and term, and limits warranties and liability. In Canada the code is protected by the federal Copyright Act, and the licence is enforced in BC as a contract.

Software litigation is a court or arbitration proceeding about software, such as a claim that a developer failed to deliver a working system, a dispute over licence fees or scope, a copyright or trade secret claim over code, or a dispute over ownership of software created by employees or contractors. Most are commercial contract disputes that turn on technical evidence.

A software patent is a Canadian patent granted under the federal Patent Act for a computer-implemented invention. Software is patentable only where the claims, read as a whole, define a new, useful and non-obvious practical application rather than an abstract algorithm or mere scheme. Protection lasts 20 years from the filing date, subject to maintenance fees.

Software protection refers to the legal and practical tools used to protect software: copyright in the code, patents for some software related inventions, trade secret protection for source code and algorithms, trademarks for product names, and contracts such as licences and confidentiality agreements. Technical measures like access controls and licence keys support these legal rights.

Software trade secrets are confidential, commercially valuable information about software, such as source code, algorithms, system architecture and development methods, that a business keeps secret and that is not generally known. Unlike copyright or patents, protection lasts only as long as the information remains confidential and reasonable steps are taken to keep it that way.

Statutory compliance means meeting the requirements that statutes and regulations impose on a business, such as tax filing and remittance, employment standards, workplace safety, privacy, licensing and corporate record keeping. It is a general descriptive phrase rather than a legal term of art.

Statutory obligations are duties imposed by legislation or regulation, as opposed to duties a business takes on by contract. Examples include remitting payroll deductions, paying minimum wages, keeping corporate records and protecting personal information. They apply whether or not the parties agree to them and usually cannot be waived by contract.

A statutory provision is a specific section or subsection of a statute, an Act passed by Parliament or a provincial legislature. Provisions set out rights, duties, powers, offences and procedures, and are read together with regulations made under the statute and with court decisions interpreting them. The phrase is descriptive rather than a legal term with a special meaning.