Corporation/Business Law

The many complex, diverse and challenging problems and tasks that fall under the heading of corporation/business law are familiar territory to the well experienced and capable commercial law group at Waterous Holden Amey Hitchon LLP. Whether in advising upon the selection and then setting up the appropriate form of legal entity through which to conduct your business, working out arrangements (and disputes) between partners and shareholders, assisting in the financing and purchase of assets (including other businesses), negotiating, drafting and closing acquisition and divestiture agreements, working with your accountants to achieve the most tax efficient arrangements, assistance in employment matters, the licensing of "intellectual property", franchising or advising upon the myriad of other business law issues, Waterous Holden Amey Hitchon LLP has the resources with the required depth, experience, connection and continuity needed by your business.




Setting Up Shop

Over the years the commercial law group at Waterous Holden Amey Hitchon LLP has helped literally hundreds of entrepreneurs to get up and running. Ranging from one-person, unincorporated, sole proprietorships carrying on business locally, to professional and other partnerships, to provincially or federally incorporated corporations with share capital designed, registered and authorized to carry on business across the country and internationally, we've been there many times. We understand the practical business, cost and tax considerations involved.

Whether the client is new to business law or a well experienced, existing enterprise wishing to form another subsidiary or affiliate, we can advise on the registration requirements, time and licensing needed and governmental and legal fees to be anticipated. Working with your accountants, we will help you to select the most tax efficient structure for your enterprise, taking into consideration both the nature of your business and the personal situations of the participants. The minimization of risk, the flexibility to accommodate growth, the facilitation of financing, the regulatory compliance issues, the intercorporate relationships in business groups and other related issues will be considered. Above all, we will fit the vehicle to the commercial needs and budget of the business.

After the business has been incorporated, we can assist with the maintenance of the corporate records and registrations and, from year to year, assist with the holding of the required annual meetings of the shareholders and directors and the preparation of the appropriate resolutions and minutes. As your business evolves, we can recommend and carry out any necessary amendments to your authorized share capital or other alterations in your corporate structure.




Shareholder/Partnership Agreements

Unless the business person is going it alone, a shareholder agreement amongst the several proprietors will be a must before capital is injected and the business started. The preparation of shareholders' agreements (and partnership or joint venture agreements where the enterprise is unincorporated) requires understanding of the business and the respective contributions of the participants, the distribution of decision-making powers and responsibilities, the different roles of active and passive participants, the most suitable methods of dispute resolution and the appropriate methods of providing for the ultimate purchase and sale of shares between the shareholders or to others. The commercial law group of Waterous Holden Amey Hitchon LLP will always urge the participants to put these agreements in place at the beginning of the enterprise, while the objectives are mutual and before disputes have arisen. In working out the agreements clients will have the benefit of our experience with what will work in the situation and what won't.

Once the business is up and running our familiarity with the background will help us to work with clients in bridging any differences of opinion amongst them that might arise from time to time. Having an agreement in place helps to avoid such misunderstandings amongst the participants concerning their respective roles and rights. Of course, a pre-agreed dispute resolution mechanism should be there to back-stop efforts at negotiated settlements.




Mergers and Acquisitions, Purchase and Sale of Assets

The commercial law group at Waterous Holden Amey Hitchon LLP prides itself on being very "deal" oriented, experienced and proficient, whether it's a share transaction or an asset purchase or sale, whether it's a purchase or sale of a division or some other part of a business to be spun off. Whether it's all cash or some form of deferred payment involving securitization of the unpaid balance or an earn-out based on some performance criteria, we've been there, done that. If you are buying, we can help you analyze the target and develop the strategy. If you are selling, we can help you design the package. In consultation with your accountants we will make sure that the tax consequences of the structure of the deal are understood and most favourable. Working beside you, we will assist in negotiations, drafting the letter of intent, preparing the definitive agreement, delineating and conducting the "due diligence" review, negotiating and preparing ancillary non-competition, confidentiality and indemnity agreements and attending at closing. The experience of the Waterous Holden Amey Hitchon LLP commercial law group extends to the purchase and sale of a wide variety of manufacturing, investment and service enterprises, often including the transfer of special assets such as intellectual property rights, joint venture interests, marketing board quotas or real estate or other significant investments. We understand the "deal".




Financing

Financing is another speciality of the Waterous Holden Amey Hitchon LLP commercial law section. We will review with you the financing alternatives such as straight borrowing, both short and long term, possibly including mezzanine financing. Combined debt and equity packages, and venture capital and institutional private placements can be facilitated. Whether acting for the borrower or the lender or investor, we can advise upon, help to draft and assist in negotiating the term sheet, including any positive and negative covenants appropriate in the circumstances. Then we can swiftly put in place and confirm the priority of the required security, whether debenture, general security agreement or mortgage. It's all in a day's work for the commercial law section of Waterous Holden Amey Hitchon LLP.




Roll-Overs, Butterflies and Taxes

As time passes the shareholders of many privately owned corporations find it desirable to restructure their holdings using complex maneuvers designed to avoid taxes on non-arm's length transfers of assets. The commercial law group at Waterous Holden Amey Hitchon LLP has worked with many firms of accountants to help design and then document tax- advantaged "roll-overs" of assets between shareholders and their corporations, or between corporations. Sometimes these are carried out for estate planning purposes and sometimes to achieve the rational re-location of different forms of investment in separate "purpose-built" corporations.

Should shareholders wish to go their separate ways, each taking a particular part of the business with them, then we can help perform corporate surgery by designing, with the help of the accountants, and carrying out a so-called "butterfly" transaction. This is often a perfect method of dividing a single enterprise between family members or between Shareholders wishing to run their own show.

When trouble looms in the form of an audit, investigation, re-assessment, disallowance or other dispute with the Canada Customs and Revenue Agency, we can advise upon and provide legal assistance in the settlement or other disposition of the problem.




Employment Arrangements, Licenses, Franchises & other Commercial Agreements

Employment agreements, consulting contracts, collective agreements, confidentiality and non-competition agreements are familiar territory for the commercial law group at Waterous Holden Amey Hitchon LLP. We can tell you what is standard in the situation and what is legally supportable and help to devise fair and acceptable agreements. When things go wrong, then working with the specialists on employment issues in the firm's litigation department, we can help bring swift and fair resolution to employment disputes.

The licensing of intellectual property, including patents, trademarks, copyright and technology know-how, whether industrial or service, are well within the capabilities of the commercial law group of Waterous Holden Amey Hitchon LLP. Front-end lump sum payments, performance-based royalties, performance or dollar minimums, milestone-based renewal rights, territory definitions and questions of exclusivity and protection from competition can all be worked out with the help of the specialized experience of the members of our commercial law group.

In the area of franchises the commercial law group has often worked on the establishment of many new franchises granted by well-known franchisors as well as on the purchase and sale of existing franchises. We have also helped to establish the business of new franchisors by advising upon and drafting their standard franchise agreements. Whether representing the franchisor or the franchisee, we understand and are confident to advise on both the legal and commercial, often dauntingly complex, aspects of your franchise agreement.

The list of commercial agreements and other documents which we are qualified to advise upon and prepare is long and varied. Employees' stock option agreements, "phantom share" plans, consignment agreements, bills of sale, equipment leases, pledges, standard terms of sale, purchase order conditions, goods and services warranties, tender or auction terms, commission agreements and other fee arrangements, bills of lading, common carrier carriage contracts, building contracts, share cropping agreements, you name it, we have the experience.




Charitable and Not for Profit Corporations

Over the years, the commercial law group of Waterous Holden Amey Hitchon LLP has been privileged to assist in the incorporation and organization of many charitable corporations and foundations. Whether these non-share capital entities are incorporated for educational, religious or community or individual health or welfare betterment, we have been proud of our role in assisting the formation and maintenance of these non-governmental organizations that contribute so much to the quality of life, in our community and beyond. We welcome requests to advise upon the legal structure and ongoing legal issues of these institutions.

Related to our experience with non-share capital charitable organizations is the extensive work that we have done with other non-share capital corporations organized for other "not-for-profit" purposes. Social, sporting, special interest and activity groups, hobbyists and fraternal organizations have been assisted by us in their formation, the structure of their "constitutions", and the determination of their municipal tax statuses and other tax considerations. If your group is considering a more formal and more permanent structure, we will be happy to discuss the pros and cons of incorporation.




Winding Down/ Winding Up

There comes a time when the business proprietor must make a change. Market conditions, employee problems, disputes amongst shareholders, technology evolution, financial pressures, family situations, age and health and just disinterest may all have a role in bringing on the disposition of a business. The commercial law group of Waterous Holden Amey Hitchon LLP can play an important part in helping with your exit strategy.

If the problem is money, we may be able to help with debt restructuring. Perhaps we can assist by acting as counsel on a proposal under the Bankruptcy and Insolvency Act. If the situation is insoluble, we may well advise an assignment in bankruptcy under that Act and do what we can to help to preserve non-business assets.

Or a sale of the shares of your company or its assets may be the answer and certainly are the most desirable solutions where the enterprise is successful and with a value deliverable to a purchaser. If the assets are spun off, we can then help you manage the wind up of the affairs of the business and the formal dissolution or your corporation. The commercial law group of Waterous Holden Amey Hitchon LLP is well qualified to provide "cradle to grave" commercial law assistance to the businessperson.