From incorporations to drafting shareholders’ agreements or B2B commercial agreements, our team of business lawyers are ready to assist you with your everyday corporate and commercial needs.
• Incorporating and organizing Ontario or Federal corporations and professional corporations (e.g. dental, medical, PREC, etc.)
• Setting up partnerships, limited partnerships and limited liability partnerships
• Shareholders’ Agreements, Partnership Agreements, Joint Venture Agreements, etc.
• Tax-driven corporate reorganizations, including estate freezes and rollovers
• Corporate amalgamations and restructurings
• Equity, debt financing and security arrangements (including bank financings and leveraged buy-outs)
• Asset protection and creditor-proofing
• Commercial agreements such as consulting, service, employment, supply, distribution and licensing agreements
• Succession planning for owner-managed and closely-held businesses
• Wind-up and dissolution of a corporation
Our Mergers & Acquisitions group has a wide range of expertise on corporate and commercial transactions. Our lawyers routinely act for clients that are buying or selling businesses, whether through share or asset purchases or sales, and whether they are exiting their position as owner-operators or acquiring a company or a significant stake in a company among a number of other parties. Being entrepreneurs themselves, our lawyers strongly understand the commercial, social and even political dynamics that confront modern-day businesses. As a result, they are in a unique position to give seasoned legal advice within the context of practical business realities.
• Public and private mergers & acquisitions
• Purchases or sales of shares or assets
• Corporate structuring of transactions
• Tax-driven pre-closing corporate reorganizations
• Bank or third party financing
• Drafting loan and security agreements
• Transitional matters including employment, consultant and transitional services agreements
Our Corporate Finance & Securities group offers strong expertise for entrepreneurs throughout the business life cycle. From the initial start-up phase, to the seed and venture rounds of outside funding, all the way through going public and being a junior public Company. Our focus is on helping clients expand, restructure or consolidate in a way that best suits their unique objectives.
In addition to deep experience in mergers & acquisitions (of both public and private companies), our transactional expertise includes having acted in initial public offerings, reverse takeovers and stock exchange listings, including acting in connection with Capital Pool Companies (CPCs) and qualifying transactions. We also advise on private financings, both brokered and non-brokered (including angel investment and venture capital), and in-bound foreign investment, particularly where funds are flowing in from the MENA region.
The group also has investment dealer expertise, having advised in respect of the formation of various funds (whether of the private equity, hedge, or mutual fund variety) as well as the registration of investment dealers. We also advise public entities on their on-going compliance with both securities laws and stock exchange rules.
Our Technology & Venture Capital practice gives entrepreneurs the flexibility and advice needed to focus on growth. Many of our lawyers—having founded various start-ups and actively sitting on the boards and advisory committees of numerous technology companies—understand the unique needs of entrepreneurs.
• Shareholders’ & unanimous shareholders’ agreements, employment contracts and other customized contracts
• Restricted rights agreements, vesting/reverse vesting schedules, stock-option and sweat-equity arrangements
• Seed, angel and venture-round financing advisory and optimization of capital structure for early stage investment
• Brand and product development advice
• Non-disclosure agreements, privacy policies and user terms & conditions
• Licensing, sub-licensing and distribution agreements
• Minute book and other organizational upkeep
• Corporate transactions (purchase or sale) and mergers & acquisitions
Our business lawyers work with clients to establish governance models and controls as well as implement the processes necessary to ensure compliance is aligned with current and pending regulatory regimes and business challenges. Abrahams LLP helps clients develop and incorporate sustainable compliance improvements that will adapt over time as their businesses and regulatory regimes evolve.
As regulatory requirements become more complex and businesses continue to enter new and emerging markets, senior management must stay up-to-date on their company’s and their own regulatory requirements.
Abrahams LLP lawyers have been heads of compliance and legal functions. As such, we understand and develop compliance management systems, both to satisfy regulatory requirements and audits, and in a manner that staff of clients can understand and incorporate into daily routines.
• Assessment of compliance with Corporate Governance requirements
• Drafting policies, procedures to ensure Board Oversight of Governance
• Creating Board and Committees Work Plans and schedules
Anti-Money Laundering/ Terrorist Financing Procedures:
• Creating a process to assess the risk and controls related to AML/TF
• Drafting supporting policies and procedures
• Creating formalized third-party program management
• Drafting RFPs and negotiate contracts with suppliers
Regulatory Compliance Management:
• Creating a Regulatory Compliance Management Framework and Systems
• Drafting policies and procedures to manage regulatory risk
• Independently assessing adherence to applicable regulations
• Preparing materials for meeting with regulators
• Assessing physical, logical processes to deter cyber threats and protect client data
• Advising on Disaster Recovery and Business Continuity Plans
• Drafting Cyber Attack Response Plans
We act for clients engaged in a broad range of commercial disputes. We routinely litigate and advocate on behalf of our clients in matters such as shareholder disputes, contractual disputes, real property litigation, construction liens and disputes, creditor-debtor relief, mortgage enforcement, franchise disputes, and employment litigation. We pride ourselves in being called upon to resolve the wide range of matters that our clients may face in their businesses and their lives.
We have settled commercial cases at the earliest stages involving demand letters or soon after issuance of a claim. That said, we have the knowledge, resilience and expertise to litigate all steps of a proceeding including obtaining successful results at trial (although we are pleased to report that we have settled the vast majority of our cases before trial).
We take a creative, goal-oriented and client-focussed approach to litigation. We will provide you with strategic advice and guidance at the very outset and continue to do so at all junctures of the dispute as part of our approach to find you the most effective, expeditious and least expensive route to favourably resolve your matter.
While our focus is to resolve your dispute favourably without going to trial, if the circumstances require it we will fearlessly push your case to a trial or hearing on the merits. While we pride ourselves in resolving disputes pre-trial, we also enjoy litigating and have represented clients at all levels of courts in Ontario (i.e. including the Superior Court of Justice, the Divisional Court and the Court of Appeal). We have also regularly appeared for our commercial clients at the specialized Commercial List.
We have acted for entrepreneurs in the full spectrum of the business life cycle, from start-ups to some of the world’s largest manufacturing companies in cases of both national and international dimension. Our cases have been reported in media outlets such as the Toronto Star and cited by the Ontario Superior Court of Justice and Court of Appeal.