Business Law

Businesses need access to capital from time to time to balance seasonal sales, fund expansion, or restructure accounting practices. There are a number of finance mechanisms available to such businesses, all with their own benefits, risks, and consequences. Our Business Law Team provides crucial advice on the legal issues of each option, and are happy to work with your other service providers (such as your accountant or banker) to review and secure your corporate financing and represent your interests as a borrower.

This area of practice involves reviewing the practical requirements of your business enterprise, selecting the appropriate business structure for your venture, and implementing all the necessary set up requirements and compliance procedures. Our Business Law Team provides advice to assist with:

• Business structure;
• Incorporation of companies and societies;
• Formation of partnerships, limited partnerships, limited liability partnerships, and family trusts;
• Annual maintenance of minute books and corporate records as the registered and records offices;
• Corporate restructuring (capital alterations);
• Corporate rollovers (Section 85 and 86 rollovers);
• Share exchange (Section 51);
• Estate freezes;
• Joint ventures; and
• Shareholders’ agreements (buy-sell).

Business owners spend copious amounts of time and energy building a strong business, yet typically spend very little time considering an exit strategy. When pressed as to plans for transition, most express intent to sell the business, or leave it as a legacy for a family member to take over. In both instances, several years of planning and very specific business decisions may need to take place well in advance of any transfer of business. Our Business Law Team can assist you with the legalities of structuring and business planning required for effective business succession.

Business efficiency, in part, results from the establishment and maintenance of repeated, consistent services, and goods delivery. The development of these contracts and agreements requires strong negotiation and precise documentation. Our Business Law Team can help you to establish, document, and maintain such integral relationships through the development of commercial contracts and agreements that will ensure your business will continue to thrive while protecting your interests and limiting your liability. Our Business Law Team assists you in drafting and negotiating decisive corporate/commercial contracts, including without limitation:

• Franchise agreements,
• Options to purchase,
• Shareholders’ Agreements,
• Non-competition agreements,
• Employment agreements,
• Independent contractor and consulting Agreements,
• Confidentiality and non-disclosure agreements,
• Commercial and residential leases,
• Equipment leases,
• Intellectual property licensing and distribution agreements, and
• Website and online services agreements, including terms of use and privacy policies for online ventures.

Retrieving money from debtors can be a stressful and troublesome process. Our Business Law Team works in synergy with our Corporate/Commercial Litigation Team to make every effort to get your money back for you. Claims for debt collection generally should be started promptly. We will conduct the required preliminary checks and send a formal letter demanding that the loan or account be paid within a certain time. In the event that such a letter does not produce the desired results, court action and collection proceedings may be necessary. Our firm has years of experience dealing with these matters and can represent you in court or during alternative dispute resolution proceedings to resolve the debt.

Successful businesses require regular interaction with service providers, suppliers, and the public. It is inevitable that disputes may arise. When they do, the Corporate/Commercial Litigation Team at CBM Lawyers can assist with a variety of dispute resolution options. Often, communication either directly (with advice from your lawyer) or by your lawyer may be the most expeditious method of resolution. But if that doesn’t work, there are other options to consider:

• Mediation: Commercial mediation is one method of business dispute resolution that can be more efficient and cost-effective than taking the dispute to court. Our trained business mediator has assisted with the successful resolution of a wide range of business disputes. For more information, see our Mediation and Arbitration page.
• Arbitration: For parties who are not able or prepared to talk the issue through collaboratively in a mediation setting, you may wish to resolve the dispute through arbitration. This involves both sides telling their story to a neutral third party, who then determines the solution. CBM has a trained arbitrator who can provide this service. For more information, see our Mediation and Arbitration.
• Court Action: When discussion or more robust dispute resolution actions don’t work, then it might make sense to take the issue to court. Our Business Law Team works in concert with our Corporate/Commercial Litigation Team to represent our clients in court. For more information, see our Corporate, Commercial + Estate Litigation page.

The best inoculation against partnership or shareholder disputes is to ensure that the rights and obligations of the parties are defined, established, and documented with precision from the outset. Our Business Law Team can assist with the drafting of definitive Partnership Agreements and Shareholders’ Agreements to settle the fundamental business terms of your venture and minimize the potential for later uncertainty and conflict. However when disputes do arise, CBM’s Corporate/Commercial and Estate Litigation Team can assist. For more information, see our Corporate/Commercial and Estate Litigation page.

Buying and selling a business can be a complicated process with many details that you need to consider, such as how to structure the deal to your best advantage, due diligence review of your target venture, limiting your exposure to ongoing liability for representations and warranties, minimizing potential negative tax consequences, and compliance with employment legislation, and all regulations that govern the transfer of assets and shares. Our Business Law Team members have comprehensive experience successfully represented individuals and businesses in all forms of commercial transactions, including sales and purchases of sole proprietorships, joint ventures, partnerships, and corporations, including without limitation, the incorporation and purchase and sale of Provincially regulated professional service corporations, such as physicians, dentists, veterinarians, lawyers, accountants, and realtors. From drafting the Letter of Intent, due diligence searches, drafting definitive Asset Purchase Agreements and Share Purchase Agreements, right through to completion, we keep you apprised of all of the salient steps in the process in your transaction to always be closing your business deal.

Our business lawyers provide advice and guidance across a broad spectrum of businesses and industries in the communities we serve. If you can’t find your particular issue on our website we invite you to contact any member of our Business Law Team to discuss your situation. We are here to help.