Business Law

Corporate and Commercial

From starting your business to the daily tasks that help maintain and grow it, all the way to a successful sale transaction, our business lawyers are here to help you every step of the way. Our goal is to provide a 360-degree view of your legal exposure and work with you to create viable and practical solutions to help meet your objectives. We advise on every aspect of a business’ operations, and our corporate and commercial services comprise matters including:

• General business formations (corporations/partnerships/joint ventures);
• Business formations for pharmaceutical, medical and dental and other healthcare practices that have specific regulatory requirements;
• Preparation and negotiation of shareholder, partnership and joint venture agreements;
• Corporate restructurings and reorganizations, including transfers between generations;
• Executive employment agreements;
• Stock option plans and agreements and other equity/cash incentive arrangements for executives and employees;
• Corporate record maintenance;
• Licensing, distribution, marketing and franchising arrangements; and
• Customer, supply and outsourcing agreements.

Mergers and Acquisitions

We advise clients on the purchase and sale of businesses and are involved in every aspect of an M&A transaction from the initial decision to sell through to the transaction closing. With an intuitive understanding how vital this transaction is for you -- regardless of the deal size -- we give it our top priority and commit to closing it in a timely and efficient manner. To ensure the deal's success, we work closely with your other professional advisors, including accountants and investment bankers.

Our services include:

• Divestiture strategy and structuring advice;
• Letters of intent, term sheets and confidential information memoranda advice;
• Debt or equity acquisition financing for purchasers advice;
• Implementing all transactional aspects; and
• Developing appropriate, tax-efficient structures.

Lending and Secured Transactions

All businesses, regardless of size, require steady access to capital in order to maintain and grow their operations. We regularly advise clients on all manner of financing transactions, including: 

• Debt, equity and venture capital financings;
• Private placements;
• Bridge, cash flow and asset based loans:
• Convertible debentures;
• Mezzanine/subordinated facilities;
• Acquisition financing;
• Real property/mortgage financings; 
• Project and construction finance;
• Promissory notes and single lender loans; and 
• Debt facilities-related tax planning and structuring. 

Health Law

Since 1972, Steinbergs LLP's Health Law Group has assisted pharmacists, dentists, physicians and other health care practitioners with a wide range of situations requiring specialized knowledge and technical skills. We've developed expertise in virtually every industry sector, with an understanding of the unique aspects inherent in each area and the know-how to navigate each sector's specific regulatory environments. Within the health professional legal services area, we have extensive experience guiding healthcare professionals through the entire business lifecycle of their practices, offering advice on a wide variety of matters including:

• The purchase and sale of healthcare-related practices;
• The establishment, structuring and maintenance of healthcare practices including the creation of professional corporations, licensee corporations, and partnerships;
• Family trusts or other entities;
• The implementation of corporate reorganizations;
• The negotiation of associate, cost-sharing, staff employment, shareholder and partnership agreements; and
• The negotiation of premises leases.

Trademarks and Intellectual Property Rights

In today’s fast-paced, technology-driven business environment, protecting your company’s intellectual property, brand and reputation are critical in order to ensure your long-term potential and success. Our lawyers will help you to identify the appropriate steps to take to safeguard your company’s goodwill, trademarks, patents, know-how, confidential information/trade secrets, innovative processes and copyrights. Our services include:

• Negotiating and drafting IP and IT related agreements, including, software licensing and services agreements, website terms of service, confidentiality and non-disclosure agreements, end-user agreements and invention and moral rights assignments;
• Advising on privacy law matters; 
• Assisting with financing from both private and government sources, including the Canadian Scientific Research and Experimental Development (SR&ED) program; and
• Trademark registration advice.

General Corporate Governance and Condominium Law

With experience in virtually all aspects of managing and governing private organizations, we understand the challenges of corporate governance and how each industry is unique and thereby requires a unique approach. As trusted advisors to boards of directors, condo boards, board committees, managers, officers, trustees and special committees, we provide guidance on:

• How your board is managing risk;
• Ensuring the compliance and independence of Directors and Trustees;
• Areas of potential liability;
• Audit and compliance procedures;
• Conflicts of interest;
• Directors’ and Officers’ duties and liabilities;
• Internal controls; 
• Management succession and compensation;
• Human rights complaints against condominium corporations;
• Drafting declarations, by-laws, rules and amendments thereto;
• Contract review;
• Opinions on condominium-related matters;
• Chairing annual general meetings and requisitioned meetings of owners;
• Enforcement of the Condominium Act, 1998, declarations, by-laws and rules; and
• Employment contracts.