Corporate Commercial

Members of our Corporate Commercial group are known for their business-savvy advice and creative approaches to deal making, always mindful of the unique considerations that drive successful transactions.

Our lawyers negotiate, structure and advise on all aspects of corporate transactions and commercial agreements for both private and public companies. Whether managing the formation of new businesses, structuring and negotiating the purchase or sale of existing businesses, helping rapidly emerging companies navigate growth, building business continuity plans for closely held corporations, ensuring the successful creation of joint ventures, or guiding the buyout or restructuring of troubled companies, we have the precise skill and insight necessary to move our clients forward.

Our clients range from start-up companies to multi-national corporations across a variety of industries and jurisdictions. We help negotiate commercial agreements, purchase agreements of all types, shareholders’ agreements, partnership agreements, distribution agreements, joint venture agreements and other business agreements, such as dealership agreements,  licensing agreements, non-disclosure and non-competition agreements.

Our practice is also international in scope and we represents clients of many different countries and jurisdictions. We are well versed in different approaches and in the sensitivities required to ensure a smooth and rewarding experience for our diverse client base. We also advise Canadian businesses on transactions outside of Canada, whether close to home in the United States of America, or far abroad, including China, India, and Brazil.

Related Expertise

Business Succession Planning

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Business Succession Planning

A lifetime of your work and dedication has gone into your family business. Generations before you may have helped build the business, and you wish that generations after you will benefit from these efforts. A successful inter-generational transfer of your family owned business requires an individualized strategy and a sensitive approach. Balancing continued growth and success of the business with the expectations of other stakeholders and family members requires the vision of experienced professional advisers.

Our lawyers help business owners develop succession plans for the future transfers of their closely-held businesses. We work with each client to determine their unique goals, objectives, and timelines. We develop strategies and implement plans to address ownership, control, management, key employees, family dynamics, and taxes. Whether you plan for your business to stay in the family for generations or you are already preparing to sell your business, a thoughtfully developed business succession plan will help you achieve your goals.

We often act as advisors to family councils designed or established to promote effective communication to and with two or more generations of entrepreneurs. We team-up our corporate advisors with our estate and tax planning professionals to ensure fairness, efficiency, business success and family harmony.

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Corporate Governance

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Corporate Governance

We advise public issuers and private companies on a wide range of matters related to effective business and committee structuring, accountability matters, governance procedures, board management and other corporate governance matters. We understand and are sensitive to competing interests, and routinely provide advice on time-sensitive, controversial or risk-laden matters. We also advise individual directors and officers, and security holders of public and private businesses, on the enforcement of their rights. We work with our clients on such matters as:

  • board and committee mandates and assessments
  • regulatory compliance requirements and best practices
  • director and officer indemnification practices
  • proxy contests
  • special committees of public issuers in respect of mergers and acquisitions
  • fiduciary duties
  • shareholder relations and dispute resolution
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Corporate Reorganizations and Transactions

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Corporate Reorganizations and Transactions

Our team of corporate and tax lawyers will help you effectively structure and restructure commercial enterprises, in virtually all industries. You need effective, responsive advice, and we provide this in a comprehensive manner to ensure that your tax and other corporate objectives are addressed. We possess the knowledge and experience to address all aspects of corporate, commercial and Canadian tax matters and planning and can provide you with advice relating to:

  • mergers and acquisitions
  • divestitures
  • loss utilization
  • reorganizations and restructurings
  • partnerships, joint ventures and trusts
  • estate freezes and succession planning
  • reorganizations for in-house loss utilization within a corporate group
  • freshening strategies for expiring losses
  • structuring forms of new business to achieve quickest use of start-up losses
  • providing advice and planning on share and asset sales, purchases, business combinations and divestitures
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Mergers and Acquisitions

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Mergers and Acquisitions

We negotiate, structure and advise on a wide range of M&A transactions, for both public and private companies in Canada and abroad. We represent acquirers and sellers in the structuring, negotiation, documentation, and closing of mergers, acquisitions, divestitures, exchanges, and joint ventures across a variety of industries. Our full service business law capabilities ensure that our clients’ needs are carefully considered from all perspectives and we provide pragmatic advice on transactional matters including:

  • planning acquisition strategies;
  • developing appropriate and tax efficient transaction structures;
  • comprehensive legal due diligence;
  • business combinations through amalgamations and plans of arrangement;
  • take-over defense and shareholder activism including requisitioned shareholder meetings and proxy contests; and
  • assisting target companies in preparing for and defending take-overs, including negotiating support agreements in friendly bids and implementing defense mechanisms in hostile bids.
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Private Equity

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Private Equity

We advise our clients on a wide range of private equity and venture capital transactions, drawing on the expertise of our finance, corporate, tax, intellectual property and securities teams. We act for investors and investees in financing transactions, and buyers and sellers in exit transactions. Our clients include debt and equity funds, angel investors and high net worth individuals, as well as investees that range from start-up companies to well-established businesses. We provide practical and strategic advice on all aspects of private equity arrangements including:

  • fund formation and capital raising
  • structuring debt and equity investment transactions
  • shareholder/investor and management team arrangements
  • IP structures and protections
  • follow-on financings
  • liquidity events including IPOs and M&A transactions
  • financial restructurings
  • shareholder and investor disputes
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Chambers Ranked: Corporate/Commercial Law

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Corporate Commercial

Proposed Changes to the Canada Business Corporations Act

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Corporate Commercial

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Corporate Commercial

Matthew Norris Named a Lexpert Rising Star: Leading Lawyers Under 40

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Matthew Norris Recognized as an M&A Lawyer to Watch

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Corporate Commercial

Matthew Norris Named a Finalist – Lexpert Rising Stars: Leading Lawyers Under 40

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The New Forfeited Corporate Property Act and Amendments to the OBCA – What You Need to Know

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The Six Legal Matters You Should Tackle at Start-up.

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