AREAS OF PRACTICE

My services and experience encompass various stages of business activity, from the initial choice of business structure, through the development and expansion phases, ongoing business needs, and the sale or dissolution of the venture. I am accustomed to working closely with my clients' accountants, auditors, tax and other advisors.

Choice of Business Structure

At the outset of a business venture I provide advice concerning different forms of business structure, such as corporations, partnerships and joint ventures, and the choice of jurisdiction. The choice of business structure will determine the nature of other legal documents which may need to be created or negotiated. Discussions about ownership structures may include the consideration of family trusts for entrepreneurial clients.

I incorporate companies and assist in creating their capital structure. I prepare and negotiate shareholder agreements, partnership and joint venture agreements.

Ongoing Business Needs

After a business is under way, it needs legal advice and assistance on a continuing basis, to finance the business, negotiate business contracts, deal with government agencies, and to address governance and compliance issues.

• Financing. Every business needs financing, whether the required funds are small or large, and whether the source is internal or external. I assist my clients with commercial financial arrangements, including loan agreements, promissory notes, guarantees, security agreements, mortgages, equipment leases and other similar relationships. Where appropriate, I can provide advice on how to protect non-arm’s length financing from the claims of external creditors.
• Commercial Leases. Since many companies lease their business premises, I assist in the negotiation of commercial leases.
• Suppliers and Customers. By their nature, businesses involve relationships and contracts with suppliers and customers. I assist clients in the preparation and negotiation of supplier agreements, purchase orders, invoice terms and conditions.
• Other Business Agreements. I also negotiate business management agreements, sales agency agreements, distribution agreements, license agreements, representation agreements, franchise agreements, confidentiality agreements and non-competition agreements.
• Corporate Governance. I advise in connection with corporate governance and compliance issues. In addition, I have lengthy experience serving as a director and officer of corporations including some of my clients.
• International Sales. Increasingly, Canadian business is expanding abroad. I assist my clients in negotiating agreements for the sale of products and services in other parts of the world, and avoiding the pitfalls of international trade.
• Business Restructuring. Often, it becomes necessary or desirable to restructure a business. The motivation may be to simplify a corporate structure that is no longer needed, to re-organize its capital structure, or to achieve a financial benefit through an available tax rollover. I am experienced at implementing various types of corporate re-structuring, including rollovers under the Income Tax Act.
• Commercial Disputes. From time to time, business relationships become troubled. I am experienced in the resolution of commercial disputes, through direct negotiations as well as mediation.

Expansion – Mergers and Acquisitions

By their nature, businesses seek to expand. Growth can occur internally, through a merger with another business, or by an acquisition. I am experienced in mergers and acquisitions in a wide variety of business fields.

When conducting a business acquisition it is important to have knowledgeable legal advice at every stage, from the preliminary letter of intent, through the due diligence process, negotiation of the purchase agreement and key supporting documents, financing, and completion of the transaction. My extensive experience in business acquisitions includes those requiring Team Leadership.

I have experience in dealing with public-private partnership arrangements, and led the legal team for an international consortium which first managed, then successfully commercialized and privatized a division of Ontario Hydro.

Sales and Dissolutions

A business sale is a critical transaction for the seller, particularly concerning the liability for representations and warranties to the purchaser, and the risks associated with the deferral of any portion of the purchase price. I assist sellers in negotiating the best security possible for the unpaid portion of the purchase price.

Estate Planning

For successful entrepreneurial businesses, estate planning is essential. I have extensive experience in estate planning in the business context, where multiple wills, family trusts and estate freezes are among the tools which may assist in achieving a successful outcome.

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