Area of Practice

  • Incorporation and Organization of Corporations
  • Purchase and Sale of Business
  • Contract Drafting and Negotiation
  • Mergers & Acquisitions
  • Corporate Finance
  • Securities
  • Franchise

Business Law

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.

Case History

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


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


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