Our business law clients include both growth oriented and mature companies. We represent every type of stakeholder, including buyers, sellers, borrowers, lenders, shareholders, boards and committees, franchisors, and distributors.
We have industry leading expertise in purchase and sales of businesses, mergers and acquisitions, and corporate finance transactions.
We structure, negotiate and close a myriad of unique private placements and joint ventures.
Corporate setup and governance, including incorporation, partnership, amalgamation, ongoing compliance
Advise on entity selection and order of operations
Negotiate and build custom shareholder agreements, from straightforward two party agreements to complex, multi-phase shareholders agreements that adapt to changing voting ratios and powers and include other couture terms relating to corporate governance procedures, IP ownership, financing responsibilities, compensation of 'working shareholders'
Establish stock option plans and stock option agreements, advise on appropriate corporate restrictions and pricing parameters, creative metrics, and tax consequences
Ensure ongoing corporate compliance
Advise on potential structuring options, identify risks, design solutions for addressing risks
Identify appropriate mixture of due diligence and representation/warranty in light of business risks and deal terms, carry out due diligence in multiple jurisdictions as required
Negotiate business terms and legal agreements, either in direct or advisory capacity
Securities Compliance (private placements)
Ensure compliance with all relevant securities laws, including selection of appropriate prospectus and registration exemptions
Ensure ongoing compliance with any chosen exemptions
Draft appropriate risk language where necessary
Draft offering memorandums and prepare filings where required
Corporate reorganizations, including amalgamations, continuance, dissolution, and transfers of assets or shares driven by internal tax or corporate intent
Design reorganizations in light of the business/owner's explicit goals, needs and interests
Selection of appropriate vehicles or transactional steps (such as use of family trusts, butterfly transactions, or crystallization techniques)
Ensure corporate compliance, tax, IP and governance are all considered and addressed.
Corporate finance, including fixed/conditional/discretionary financing terms, with broad range of security and convertibility options
Build and negotiate appropriate financing structures in light of financier risks and company needs
Design unique repayment terms, acceleration triggers, metrics on conditional financing, terms of security and realization parameters
Register security in multiple jurisdictions as required