BUSINESS LAW SERVICES
PURCHASES & SALES OF BUSINESSES
Purchases
Starting out a new venture is risky, and a good way to mitigate some of that risk is to purchase an existing business rather than growing one from the ground up. However, due diligence is critical for anyone looking to acquire an existing entity and the associated brand, assets, or real property. A trusted and experienced lawyer will ensure their client is protected from legal, tax or reputational risks through careful review of all facets of a purchase. KLM helps clients thoroughly evaluate a prospective business, assess their options, make sure they pay a fair price, and successfully grow their new venture.
Sales
After spending time, money, and manpower developing, growing, and evolving a venture, selling a business is a big decision and can be a daunting task. Advance planning and consulting with a knowledgeable business lawyer will help a business owner obtain the best price and minimize their risk in a sale. KLM helps clients identify risk, mitigate potential issues and ensure a successful transaction.
RE-ORGANIZATIONS & TAX ADVICE
A corporate reorganization refers to the literal ‘reorganization’ of the central tenets of the corporation. This could involve a change in directors, officers or shareholders by way of creating or allocating new shares. This occurs, for example, when a family business shifts control from parents to children, or when new management or ownership comes into play. A reorganization may also include a variety of tax planning and estate planning measures, such as creating a family trust or an estate freeze which allows shareholders to ‘freeze’ their interest in a corporation by converting their capital growth shares to fixed value preference shares, in what is known as a section 86 estate freeze or section 85 asset rollover.
DRAFTING & NEGOTIATING AGREEMENTS
Negotiating and drafting agreements is an important part of our business and one of the areas where we excel as lawyers.
Whether drafting an agreement or reviewing one, our first step is to understand your business, your objectives and the relative leverage of the parties. No contract is risk free, but depending on your bargaining power, terms can be negotiated, and risks managed. It’s important that you understand how the agreement operates and any potential liability imposed on you. What you think the deal is and what the contract says may be two different things.
Our carefully-drafted shareholder agreements enable you to manage relationships and avoid or resolve disputes. These agreements also serve as a road map for critical decisions on financing, dividing profits, selling, succession and transferring shares.
INCORPORATIONS & REGISTRATIONS
Karen McKay Law has helped many private companies meet the legal challenges of expansion, build logical and lasting corporate structures and anticipate the many challenges which you may encounter along the way. Take advantage of our direct corporate law experience with a variety of effective business structures, from limited companies to joint ventures, medical incorporations, partnerships, limited partnerships and sole proprietorship’s. As time passes, if you want to re-organize your business to include new shareholders or partners, or wish to benefit from tax planning, we can help.
OUTSIDE GENERAL COUNSEL
As most small and even medium size business owners know, litigation and legal issues are not just issues faced by the large companies. While larger companies may have entire legal departments, small business owners are often left dealing with legal problems by themselves. This often takes precious time away from the small business owner from managing and growing their business. Even if the small business owner has lawyers to handle legal matters, they're often faced with having to spend a great deal of time managing these matters.
A general counsel arrangement with one of our lawyers may be able to free up a lot of the time of the business owner. General counsel can generally perform some of the more typical tasks that a business may need (i.e. provide general legal advice, contract review, etc). However, a general counsel can also manage incoming legal matters, by finding and delegating to counsel who specialize in a particular area of law (i.e. employment attorney, real estate attorney, insurance attorney, etc.). General counsel can also serve as a middleman between these other attorneys and the business owner, by managing these legal matters on a day-to-day basis. The owner’s time can then be better spent on managing the business.
START UP & CORPORATE SERVICES
We advise whether to pursue your business as a sole-proprietorship, corporation, partnership, joint-venture, or otherwise. Once we’re decided on this, we’ll proceed by incorporating your business, registering your business name, or drafting your partnership agreement. If at any point you need reorganize your business, we can help with that to with tax rollovers, asset protection plans, and holding companies.
Once you’re ready to grow your team, we’ll advise you on everything employment. We’ll draft employment contracts for new employees, whether it’s a simple agreement or something complicated with stock options. If the time comes, we’ll advise you on terminating employees. We’ll draft your employee handbooks and workplace policies to help create the work environment that you strive for.
CORPORATE / COMMERCIAL ADVICE
Having served multiple generations of businesses, we respect the risks you take as an entrepreneur and your need to contain costs. Our lean organization delivers value through a cohesive team approach and next-level business tools and methods, applying Legal Lean methodologies to simplify processes, reduce steps, maximize speed and improve productivity. Deeply committed to collaborating with you for long-term success, and as business lawyers in Canada, we stand out from other law firms.
MINUTE BOOK MANAGEMENT
Corporations in Ontario are required to maintain a minute book. Traditionally these have been old and bulky binders stored at lawyer’s offices. We’ve made this fully digital for you. We’ll maintain a digital minute for your company, which you can view 24/7 at the click of a button. Minute books contain some important documents including articles of incorporation, by-laws, resolutions, shareholder agreements and more. We’ll draft all of these documents for you to.
