We have acted for small and medium-sized Canadian and overseas businesses, and have provided ongoing corporate advisory services to a large number of clients as general legal counsel. We strive to maintain a long-standing relationship with our clients, and we are dedicated to provide timely, cost effective, efficient and high quality legal services to our clients. We have represented clients in a wide range of industries in providing the following services:

Start-up of Businesses in Canada

• application for incorporation and extra-provincial licenses
• establishment of branch offices in Canada
• compliance with Investment Canada Act on behalf of non-Canadian investors
• drafting and negotiation of shareholders’ agreement, partnership agreements and limited partnership agreements
• drafting and negotiation of joint venture agreements with local and overseas partners

Offshore Companies

• incorporate and maintain offshore companies in various tax-haven countries, e.g. British Virgin Islands, Bahamas, Cayman Islands

Business Acquisitions

• asset purchases
• share purchases
• share subscriptions and share exchanges

Franchise

For franchisors in various industries such as restaurants and fast food outlets:
• development of franchise structures
• drafting of franchise document packages
• drafting of disclosure documents
• sale of new and existing franchise stores

For franchisees and master franchisees in:
• negotiation of franchise documents
• purchase of new and existing franchise stores

Leasing

For landlords of retail, industrial and office properties in:
• development of lease document packages
• negotiation of leases

For tenants of retail, industrial and office space in major shopping centres, downtown office towers, business parks and strip plazas in:
• negotiation of leases and renewals

Corporate Restructuring

• amalgamations and restructurings
• tax rollovers
• winding-up to parent companies
• bankruptcies and liquidations

Intellectual Property

For Canadian and overseas clients in such industries as consumer products, restaurants, e-commerce, luggage, fashion, cosmetics, computer hardware, sports equipment, health food, electronics and home furnishings in :
• trade mark registrations and assignments in Canada, United States and other countries
• trade mark protection and enforcement
• copyright registrations and assignments in Canada, United States and other countries
• licensing agreements

Loan Transactions

For Canadian banks, Canadian subsidiaries of foreign banks and finance companies in:
• drafting of and advising on standard form security documents
• negotiation of security agreements in loan transactions secured by real and personal property
• co-ordination with lenders in take-out financing
• providing advice on standard bank practices

For borrowers in complex large transactions, ranging from $10 million to $20 million in:
• negotiation of security and other loan agreements
• co-ordination with lenders in take-out financing

Overseas Law Firms

Act as counsel to overseas and out-of-province law firms in transactions involving Canadian and Ontario target companies in -
• conducting due diligence
• delivering closing opinions
• ensuring compliance with Canadian and Ontario laws

Non-Profit Organizations and Charities

Act as Legal Counsel to business associations, social clubs, charitable foundations, religious organizations in -
• application for incorporation
• establishing charitable foundations
• application for charity status

Whilst we have handled transactions of all sizes, the following are some of our larger and more complex transactions: • Acted on the acquisition by a Canadian company of the operation of a U.S. retail chain with national outlets, the transaction involving intellectual property issues, cross-border bankruptcy laws, local U.S. state real estate laws, labour issues and management issues. • Acted for a Canadian company to negotiate and conclude an exclusive advertising placement contract with a China state-owned central television station. • Acted for financial institutions in providing multi-million dollars financing on the security of businesses. • Drafted a complete set of standard bank financing security documents for a Schedule II bank in Ontario and British Columbia (total of 85 different documents). • Acted for U.S. and other offshore lenders in financing transactions worth over $10M involving complex legal issues. • Construction and take-out financing for commercial and residential condominiums.

Corporate and
Commercial