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Business Law

Smutylo Sigler provides high quality legal advice for business.

A great business depends on timely and practical legal advice.  We respond quickly to resolve issues and provide the right legal expertise to help your business succeed.

BUSINESS AND FINANCE

From incorporating, obtaining bank financing, contracting for products or services, acquiring or disposing of assets or another company, entering into joint ventures or strategic alliances, completing private placement financings, readying for an initial public offering, hiring and terminating employees, adopting employee and executive compensation plans and complying with Canadian securities laws, we assist our clients with all their business law needs.

Most of our clients do not have in-house legal counsel. For those businesses, we are their “legal department”. For our clients with in-house counsel, we are additional `bench–strength’, acting as litigation counsel and specialized counsel.

To provide practical legal solutions, we collaborate with our clients and their tax, accounting and other professional advisors.

We aim to be our clients’ first phone call. However, we have a network of legal experts that we will involve when our business clients’ need a specialist in a particular area of the law, such as real estate, intellectual property or commercial litigation. As a business law firm, our range is broad, but we want our clients to always receive the very best advice available, even if that means drawing on external counsel for a particular matter. In these circumstances, we will collaborate with our clients to assemble the best legal team available and ensure that our client gets great service.

In addition, we have an expansive network of other excellent professionals and we frequently make game-changing introductions for our valued clients.   This network includes best in class insurance brokers, business appraisers, accountants, angel investors, business brokers, financial institutions, financial brokers and other great resources.

CORPORATE AND COMMERCIAL LAW

We have a reputation for creativity and innovation, characteristics our clients are pleased and sometimes surprised to find in a corporation lawyer. From corporate structure to technology licensing to commercial transactions, we have the legal experience and skills, resources and network to get a good result for our clients.

We don’t “over-engineer” transactions, making them unnecessarily complicated and expensive. And, we are involved as much or as little as is the choice of our clients, depending upon the size of the transaction and their level of sophistication.

For business transactions that extend to foreign jurisdictions, we work with a local attorney to quickly and prudently close the deal or resolve the matter.

We have in-depth knowledge of a wide range of industries. We believe that a thorough understanding of the business and industry is critical to our ability to provide good legal advice tailored to a client’s needs. We also understand that every business is unique and that a certain amount of our time (at no charge to our clients) is necessary for us to learn about each of our clients’ businesses and discover ways we can add value. Our objective is that over time our clients come to see us not as a “cost-centre” but as a “profit-preservation-centre” and sometimes even as a “profit-centre”.

We are business attorneys with expertise in a full spectrum of corporate and commercial law, including:

•   Business organization and financing;
•   Compliance with the Ontario and Canada Business Corporations Act, and other applicable legislation;
•   Devising and implementing creditor proofing strategies;
•   Compliance with the TSX and TSX Venture listing rules;
•   Mergers, acquisitions and divestments;
•   Venture capital and private equity;
•   Private placements, IPO and public financings;
•   Joint ventures, partnerships and co-ownership structures (establishing and restructuring);
•   Corporate governance;
•   Privacy compliance;
•   Competition issues and franchising;
•   Employee share and option plans;
•   Financial services, lending arrangements and securities;
•   Complex commercial agreements and long-term supply agreements; and
•   Technology licensing – inbound and outbound.

Our objective is to provide high quality legal advice in a manner that responds to the nature and demands of our clients’ businesses.

MERGERS AND ACQUISITIONS

We work with our clients to understand and realize their objectives. We will review structure and finance options and guide them to positive outcomes. Undertaking focused due diligence investigations, drafting and negotiating sale documentation and preparing applicable corporate materials are a few of the ways we contribute to achieving optimum results for our clients.

We have extensive experience acting for both sellers and purchasers in acquisitions. From the pre-transaction phase through due diligence to closing, the best interest of our clients is paramount. We are also readily available to consult on post-closing matters, such as employee changes, lease and service provider changes and entity consolidation.
Our collaborative approach is to work closely with the tax, accounting and other professional advisors of our clients.

Our expertise includes:

•   Conducting comprehensive due diligence investigations;
•   Drafting and negotiating sale agreements and related documents;
•   Drafting and negotiating joint venture and shareholder documentation.
•   Arranging purchase financing and preparing the related documentation;
•   Advising regarding employee and service provider issues pre- and post-closing; and
•   Preparing corporate resolutions and other corporation documents in connection with transaction.

TECHNOLOGY AND LICENSING

We advise clients on commercial, legal and regulatory issues in the software, hardware, information technology, media and e-commerce industries. At Smutylo Sigler, because we understand and embrace technology, we respond to seemingly complex situations with simple and practical advice and solutions that keep our clients’ bottom line in mind. And, we understand and speak legalese and tech-speak!

Our clients include hardware manufacturers, software vendors, enterprise software purchasers, application developers and web service companies of all types and sizes. Our transaction experience ranges from development, licensing and service agreements to outright technology purchases. When it comes to technology and licensing law, we have the in-house legal expertise typically only found within the technology departments of large Silicon Valley law firms.

We are available to provide the full spectrum of legal services, including:

•   Protection and monetization of intellectual property;
•   Contracts for software development, licensing and support services;
•   Contracts for application development and licensing;
•   Hardware acquisition and enterprise-wide hardware rollout projects;
•   Outsourcing and system implementation and integration;
•   Contractor and consulting arrangements;
•   Cloud services agreements;
•   Open source licensing;
•   Source code escrow agreements;
•   Patent pool licensing, such as Dolby and MPEG LA;
•   Software and technology audits;
•   Acquisition and disposal of companies and businesses;
•   Technology-related issues arising in the context of acquisition transactions;
•   Internet and e-commerce transactions;
•   Website terms and conditions, including privacy;
•   Client precedent library development and management;
•   Contract management documentation and training; and
•   Regulatory compliance, including personal information.

BUSINESS START-UP ORGANIZATION AND FINANCING

We advise start-ups and emerging companies at every stage of their evolution, from initial formation through seed financing to angel investment to venture capital or private equity financing and, sometimes, all the way to IPO or RTO. Our clients benefit from having lawyers that deliver pragmatic advice, are sensitive to resource limitations and open doors and make game-changing introductions, including to angel investors, private equity funds, web developers and designers, SEO and marketing consultants, angel investors, brokers, accountants and industry specific consultants.

Starting a business is challenging and our clients appreciate having a legal expert on their team and immediately available 24/7.

Over the years we have set up Canadian subsidiaries and branch offices of foreign companies, incorporated new businesses for technology geniuses and government consultants as well as representing franchisees on purchasing and setting up their franchise businesses or representing franchisors set up or expand their franchise systems. Whatever the business context, our legal advice is tailored to facilitate our clients’ objectives.

Financing a start-up business can be very challenging. Fortunately for our clients, we have an extensive network of investors and brokers and, where appropriate, we will make truly game changing introductions.

CANNABIS LAW

Canada’s laws on cannabis are constantly changing.  At Smutylo Sigler, we can help you manage the legal changes and stay ahead of your competitors.

In Canada, cannabis suppliers and retailers are subject to many restrictions.  Our lawyers have experience navigating the complex cannabis laws and framework.  Specifically, we can provide legal advice in areas including:

•   procuring cannabis retail and supplier licences;
•   starting a cannabis business;
•   public offerings and raising capital for cannabis companies; and
•   marketing, advertising, and labeling for cannabis and derivative products.

Have a question about the legalization of recreational cannabis?  We can help with that too.  Our lawyers have been keeping abreast of recent legislative changes and announcements regarding the legalization of recreational cannabis in Canada.

MINING LAW

We understand the back-office constraints of junior mining companies and the importance of moving quickly to respond to favourable market conditions. In addition, having worked with mining companies with operations in Canada and around the world, from Mongolia to Ghana, we’ve learned the value of tailoring legal advice to fit the local environment.

We have also advised broker dealers that finance mining companies, representing these clients on private placement financings and IPOs.

Some examples of our work include:

•   Confidentiality agreements;
•   Option, work-in and joint venture agreements from the simple to the complex;
•   Initial public offerings, stock exchange listings;
•   Press releases and continuous disclosure;
•   Stock option plan adoption and grants;
•   Private placements, flow-through share financings;
•   Claims disputes and title opinions; and
•   Canadian Capital Pool (“CPC”) organization.

FRANCHISE LAW

We have provided legal advice to local, national and international based franchisors and franchisees. We understand that the role of a franchise lawyer is to assist our clients protect and maximize the return on their investment.   Our clients appreciate having us as their lawyer, always ready with in-depth knowledge of business laws and franchise laws.

In addition to franchise laws and business laws, we offer expertise in other areas applicable to successfully operating a business in Canada. From consumer protection laws, to employment laws to collections, our clients get the support they need to make great decisions for their franchise businesses.

Areas of expertise include:

•   Preparing franchise, employment, and supply agreements, and disclosure and leasing documentation;
•   Advising on setting-up a franchise, regulatory compliance, intellectual property and operational issues;
•   Advising on dispute resolution procedures, drafting default notices;
•   Advising franchisors on their day-to-day operational issues;
•   Advising and acting in relation to disputes between franchisors and franchisees;
•   Reviewing structures from a legal, taxation or asset protection perspective;
•   Providing occupational Health and Safety assistance;
•   Advising on compliance with the Arthur Wishart Act and similar legislation; and
•   Providing strategic advice on acquisitions and divestment of franchises.

Examples of our past legal services to franchise clients include:

•   Advising national franchisors with locations across Canada;
•   Advising national franchisor with a buyout offer from one of Canada’s largest franchisors; and
•   Working with clients to create new franchise systems from one location to locations across Canada.

MEDIA AND ENTERTAINMENT

Our objective is to achieve our client’s goals in the most cost-effective and time-efficient manner.

We are available to provide advice on a broad range of matters, including:

•   Acting for producers, broadcasters, distributors, talent, and investors regarding production and distribution;
•   Advising on ownership and corporations;
•   Advising on competition, consumer, broadcasting, telecommunications, and electronic transactions law;
•   Providing pre-publication advice to publishers, advertising agencies and advertisers;
•   Advising on copyright and other intellectual property matters; and
•   Advising on financing structures and tax issues.

CANADIAN REPRESENTATIVE

We provide the highest quality Canadian representative services to manufacturers, importers and distributor of wireless equipment in Canada in accordance with the requirements outlined in the RSP-100, Section 2.1 and/or DC-01, Section 3.

Manufacturers, importers and distributors of wireless equipment in Canada are directed to the Radio Standards Procedure RSP‑100, Certification of Radio Apparatus, which sets out the requirements for certification of radio apparatus and broadcasting equipment. RSP-100 sets out that a Canadian representative is required when the applicant’s company address is not within Canada.

The wireless certification applicant must have a Canadian Representative for as long as the certified equipment is offered on the Canadian market.

As your Canadian representative, we would be responsible for responding to all enquiries from Innovation, Science and Economic Development Canada (ISED) regarding the certified equipment, including providing audit samples. We can guide you through the application process and help you prepare an Applicant-Canadian Representative Agreement.

We will provide a Canadian Representative Attestation Letter which confirms our representation to your company and to ISED, setting out all of the above required information which the applicant may insert into their application and certifies to ISED that we are aware of the requirements involved.

We successfully provide Canadian representative services to manufacturers, distributors and importers located outside of Canada world-wide, including in German, Sweden, France, the United Kingdom, China, Taiwan, Japan, the United States and many other countries. The superior quality of our services, our very high fiduciary and professional standards, and our one-time flat fee set us apart from other Canadian firms offering Canadian representative services. Try us and experience the difference.


The content on this website is provided for informational purposes only and does not constitute legal advice or opinion of any kind. Should you require legal advice or have any questions regarding the content, please call 613-744-8025 or send us an email at info@smutylosigler.com.