Business & Corporate Law

A purchase or sale may be structured as an acquisition of assets, an acquisition of shares or another form of transaction. The choice can affect the property and liabilities transferred, required consents, tax planning, employment arrangements, contracts, leases and the steps needed at closing.

Legal review should begin early enough to influence the structure and terms. A signed letter of intent, term sheet or offer may create expectations or obligations before the definitive agreement is prepared.

Subject to the scope of the transaction, we may assist with:

• preliminary agreements, letters of intent and confidentiality terms;
• asset-purchase and share-purchase transactions;
• review and negotiation of purchase agreements;
• due diligence and disclosure;
• representations, warranties, covenants and indemnities;
• purchase-price terms, adjustments, holdbacks and payment arrangements;
• conditions of closing and third-party consents;
• leases, assignments and other agreements connected with the transaction;
• employment, contractor and transition issues;
• corporate approvals and closing documents; and
• post-closing obligations and reporting.

A purchaser needs to understand what is being acquired and which risks may accompany it. The legal process may include reviewing ownership, corporate records, material agreements, litigation, employment matters, leases, licences, security registrations and other obligations relevant to the business.

Due diligence is not simply a document-gathering exercise. Its purpose is to identify issues that may affect price, structure, conditions, closing requirements or the decision to proceed.

We help purchasers organize the legal review, raise focused questions, negotiate appropriate protections and document the agreed transaction.

A seller should prepare for the transaction before extensive disclosure and negotiation begin. Corporate records, ownership, contracts, leases, outstanding security and required approvals may need attention. The seller must also consider which representations can responsibly be given and which obligations will continue after closing.

We help sellers prepare the legal record, respond to due-diligence requests, negotiate the purchase agreement and organize the documents and approvals required for closing.

A shareholder agreement can establish how the owners will make important decisions, contribute capital, transfer shares and respond to future events. The most useful agreement is developed while the shareholders can discuss expectations openly, before a disagreement or unexpected transition makes those conversations more difficult.

Depending on the corporation and the owners’ objectives, an agreement may address:

• ownership and share structure;
• governance and decision-making authority;
• appointment of directors and officers;
• matters requiring enhanced or unanimous approval;
• financing and future capital contributions;
• salaries, dividends and other financial expectations;
• access to information and financial reporting;
• restrictions on transferring or encumbering shares;
• rights of first refusal, buy-sell provisions and other exit mechanisms;
• the admission of new shareholders;
• death, disability, retirement, termination of employment or relationship breakdown;
• valuation and payment terms;
• confidentiality, competition and solicitation issues; and
• dispute-resolution and deadlock procedures.

A shareholder agreement should be coordinated with the corporation’s articles, by-laws, existing agreements and relevant tax, insurance and succession planning.

Corporate administration is the ongoing legal work required to keep a corporation’s governance documents, ownership records and public filings aligned with what has actually occurred.

Depending on the corporation and the work requested, assistance may include:

• organizing or reviewing a corporate minute book;
• preparing annual shareholder and director resolutions;
• documenting the appointment or resignation of directors and officers;
• preparing resolutions for significant corporate decisions;
• recording share issuances, transfers, redemptions and reorganizations;
• maintaining director, officer, shareholder and securities registers;
• reviewing articles, by-laws and existing shareholder agreements;
• preparing amendments, continuances, amalgamations, dissolutions or other corporate filings where appropriate;
• coordinating Ontario Business Registry filings; and
• addressing gaps or inconsistencies in historical corporate records.

Corporate filings, annual resolutions, tax filings and internal record-keeping are related but distinct obligations. We can work with the corporation’s accountant and other advisers so that the legal documentation reflects the intended business and tax steps.

How we approach the work

• Attention to the history, documents and immediate deadlines
• A clear explanation of the legal and practical issues
• Proportionate steps directed to the client’s objectives
• Ongoing review as the facts and circumstances develop