Addison Cameron-Huff

This post is a response to comments made by Colin Lachance, CEO of CanLII on a Slaw.ca article titled “Trusting the System”. I recommend reading his remarks in full.

I want to preface my reply with a thank you to Colin for engaging in this debate and helping to raise awareness about the importance of licensing terms for court documents.

Tech startups usually grant shares subject to vesting conditions (or use options) in order to solve the problem of a founder leaving and taking their shares with them. The shares are either issued immediately subject to the company buying the shares back later under certain conditions (a reverse vesting agreement) or are granted over time (a vesting agreement).

Vesting or Reverse Vesting Agreement?

The Ministry of Government and Consumer Services filed a report today that explores the idea of new legislation to allow for "hybrid" social enterprise corporations. Here's the definition of "social enterprise" given in the report:

“A corporate entity that exists primarily to promote public benefit using business strategies, building social and financial capital, and offering innovative ways of operating for social and / or environmental purposes.”

The Committee of Adjustment is the first level of land planning dispute resolution in Ontario. Each municipality has their own Committee of Adjustment that manages its own affairs. The Toronto version makes thousands of decisions a year but the decisions are often not available online.

The appeal body for the Committee of Adjustment, the Ontario Municipal Board, make its decisions available through its inscrutable search engine and the commercial case law providers Westlaw and Quicklaw. Unfortunately, at least in Toronto, you can only get access to the Committee of Adjustment decisions by submitting a research request to the City of Toronto. Research requests give you the last five years of decisions on up to five streets for $150 + HST. Why doesn't the City make their database available online?

The Committee of Adjustment is Toronto's main land planning exemption approval body. They review applications by landowners asking for exemptions from the City's land planning rules.

The Committee of Adjustment for Toronto doesn't make very many decisions available online. Of the 23 days that the Toronto & East York Committee of Adjustment met to review applications only three are available on the City's website (the last three days of hearings in 2014).

Mt. Gox was the world's largest Bitcoin exchange until it's bankruptcy in 2014 due to an alleged hacking incident that cost hundreds of millions of dollars. Mt. Gox is a Japanese company but its customers were all over the world including many Ontarians.

In September a class action suit was partially certified but this week's Ontario Reports includes an October decision that stayed the suit:

Setting up a company is fairly straightforward but how can directors manage their shares, votes and vesting systems?

I did a bit of Googling and couldn't come up with a service for small businesses to manage their shares. There are quite a few services for managing shareholder registries but they don't have online voting built into them. They also don't have capabilities for managing vesting schedules/options. I think this would be a great piece of software for someone to build. Is there a project out there like this?

Ontario just launched an online casino: https://www.playolg.ca/content/olg/en.html. This unimaginative step is a wasted opportunity to create a gigantic global gambling company powered by Bitcoin.

The province's new site looks like it was designed in 2005 but it's a giant leap forward for the province's gambling industry because there was previously no way to gamble online (legally).

I've launched Congresser.com in the United States. The idea behind the service is that government action should be push not pull. Everyone affected by a law, regulation or decision should hear about it when it's being considered if possible and definitely when it takes effect. It builds on my Federal and Ontario-level services in Canada.

Congresser works by monitoring for client keywords in a variety of Congressional and Whitehouse data sources (e.g. Congressional Record, Congressional Reports, Federal Registry, etc.).

Until the 1930s there were few rules for public company accounting. Even with our thousands of modern rules and standards accounting is a complicated process that is generally post-hoc. Receipts are collected, tabulated and entered. Bank accounts are compared against invoices and income assessed. Digital currency (e.g Bitcoin) could change this.

Bitcoin is an Internet-first currency. It's digital and instantaneous. When you cash a cheque the bank will place a hold on the amount of money because they don't actually receive the money for several days. Digital currency skips the antiquated banking system that relies on reconciling amounts over days.

In last week's decision of R. v. Fearon, Justice Cromwell (for the majority) wrote "armed robbery ... a crime that has become depressingly routine." This is an odd observation to see from the highest court in the country given that crime rates have been falling across the board for decades.

According to the RCMP, armed robbery rates are down 50% since the bad old days of 2000. Statscan figures show that between 1999 and 2008, the overall rate of robbery with a firearm decreased by about 40% in Canada. The rate of armed robbery has decreased by about 50% since 1994 (table 16, compare with other Statscan table).

Arbitration clauses are a common feature of commercial contracts*. As Bitcoin becomes a more common way of transacting business I can imagine there being two-of-three multisig used with an arbitration company.

How the scheme would work is that one key is held by the buyer, one by the seller and the third by a mutually agreed upon arbitration agent. The agent would do whatever is ordered by the arbitration that is triggered by a dispute between the parties. This would allow for arbitration orders to be both binding in law and in practice (becomes the bitcoins would be sent immediately).

The Senior Deputy Governor of the Bank of Canada, Carolyn Wilkins, gave a speech yesterday about Bitcoin that outlines some of the Bank's thinking. Ms. Wilkins seems quite knowledgeable about digital currencies (she mentions Ripple and Litecoin in the speech) but she makes a few errors. These errors are completely understandable because digital currencies are complicated but it's worth correcting these mistakes because the Bank of Canada needs to thoroughly understand these new money-like technologies. As a lawyer who works in the cryptocurrency space and computer programmer, here are my views on Ms. Wilkins' speech.

Bank of Canada Claim vs. Fact

I was recently asked about my programming background and thought it would be useful to put together a few of the things I've done over the years.

In 2009 I won 1st place at the finals of Yahoo's international programming competition with this hack: http://www.youtube.com/watch?v=yNqgq7ej7JQ. This followed my win at the regional level (University of Waterloo).

The Nova Scotia Court of Appeal (NSCA) does something special with their published decisions: they have informative cover sheets. So far as I know, all other courts publish their judgements free-form. The NSCA cover sheets contain a list of subjects covered, a quick summary, a list of issues and a result. It seems like common sense but this practice seems to be limited to Nova Scotia.

Here's an example decision: Canada (Attorney General) v. MacQueen, 2014 NSCA 96 (scroll down to page two).

Imagine a poor, strung-out woman who testifies and then a man in a suit gives contradictory testimony. A judge hears both parties and rejects the woman's testimony.

Our judicial system depends on having people testify in court. The theory is that judges and juries can tell if someone is lying by looking at them while the person speaks.

I've written a computer program to process 4261 Supreme Court of Canada decisions going back to approximately 2006.

UPDATE: There's now an odds calculator that builds on this work.

Excellent advice from Sam Altman, President of YCombinator in the form of a transcript from his first class at Stanford on startups: http://tech.genius.com/Sam-altman-how-to-start-a-startup-lecture-1-annotated.

This lecture is aimed at university students but it's great advice for anyone.

My legal practice is mostly startup tech companies in Toronto, Canada. Every week I have two or three new founder teams who come in and ask what they need to do to start a tech company. Here's a general outline of the legal steps* necessary to start a software company in Canada:

Step 0: Talk to a Lawyer

If you're a lawyer then your emails are probably being monitored by the NSA/CSEC, China, support staff at your firm, criminals, etc. If you're using a cloud-based software system to keep track of documents or communicate with clients then there's an even higher risk that someone out there is looking over your shoulder and reading your clients' secrets.

As more lawyers migrate to "the cloud" with services like Clio, Slack and Office 365 the bar should be very concerned about the (lack of) security built into the tools we use. But don't these companies have great security? Yes, but the NSA has even better anti-security (e.g. $1.2 billion surveillance data centers) and legal-electronic tools like PRSIM to extract secrets from companies like Google, Microsoft, Yahoo!, etc.