Practice Areas > Corporate Commercial
Enterprise Conception
We help entrepreneurs and business owners by:
  • developing and implementing business plans
  • identifying business goals
  • recommending appropriate models for structure, governance and internal relations
Acquisitions
To ensure that the deal closes, we:
  • actively participate in the early planning stages
  • provide insight, direction and support in the due diligence process
  • team with our tax partners and our clients’ financial advisers to create tax-advantageous acquisition structures and agreements
  • provide assurance, reporting and timely feedback to investors and lenders
  • streamline and quarterback work among legal, financial and other key advisers
Financing
We assist clients to raise financing or equity capital by:
  • structuring and establishing traditional and innovative credit solutions
  • facilitating access to institutional lenders and private equity investors
  • efficiently guiding clients through the financing process

Mergers, Partnerships and Strategic Alliances
We help clients to develop strategic, supportive partnerships by:
  • formulating rules for strategic alliances and business partnerships
  • building these rules into comprehensive partnership, shareholder or joint venture agreements
  • mediating disputes, searching for common ground and offering resolutions when relationships stumble
  • developing viable, mutually acceptable exit strategies at any stage of the relationship, if the relationship proves untenable
Business Restructuring and Insolvency
For companies facing financial distress, we:
  • plan and implement work-out, restructuring and reorganization arrangements
  • work closely with the company’s shareholders, bankers and investors to implement sale or acquisition strategies that will maximize recoveries and shareholder returns
  • represent lenders and creditors in security analysis, opinions and enforcement matters, teaming with our litigation group to manage and resolve insolvency issues and creditors’ remedies
Information Technology and Intellectual Property
As experienced information technology and intellectual property lawyers, we:
  • protect and provide ongoing advice on trade-marks, copyright and other intellectual property rights
  • structure and implement strategic licencing arrangements of intellectual property
  • structure and assess software licensing, technology transfer and escrow arrangements
  • advise on e-commerce and web-related arrangements, including agreements for development, hosting, linking, interactive services and system access, and contracts for advertising, ISPs and ASPs
  • develop, interpret and assess software development agreements, service contracts and maintenance agreements, at the developer, service provider and user levels
Dispute Resolution
We will be there—as corporate or special counsel—in shareholder and partner disputes to:
  • mediate and offer innovative resolution scenarios
  • discuss and structure exit alternatives—including buy-out arrangements, auction mechanisms, asset redistributions and reorganizations—working closely with our tax partners to create tax-advantageous solutions
  • team with litigation counsel to render advice on shareholder oppression remedies, derivative actions, and wind-up and court-ordered liquidation proceedings
Franchising, Licencing and Distribution
We plan, implement and advise on:
  • licensing and distribution arrangements
  • franchise disclosure and legislative compliance
  • franchise system development
  • franchise system management
  • franchise disputes, at both the franchisor and the franchisee level
Business Operations
We regularly advise on:
  • service, agency and employment agreements
  • employee relations, and hiring and firing practices
  • executive compensation packages
  • confidentiality, non-competition and non-solicitation agreements
  • competition rules
  • advertising practices
  • equipment and real property leasing transactions