Client Focused Legal Solutions

  • Enforce Your Rights

  • Resolve Conflict

  • Expert Guidance

Businesses do better with lawyers. Our business lawyers assist our clients with their corporate structure, ongoing governance and internal relationships – the internal foundation that drives the business. We also assist with the external commercial transactions – the actual business of our clients that drives their profits. Our business clients hire us to be their advocate, their consultant, and their advisor so they can make solid, well informed business decisions.

Our focus areas are:

  • Commercial Financing
  • Commercial Contracts
  • Corporate Financing
  • Corporate Governance
  • Employment
  • Incorporation and Business Start-ups
  • Mergers & Acquisitions and Corporate Reorganizations
  • Private Lending
  • Professional and Medical Incorporations
  • Purchase and Sale of Business

Questions? Just Ask!

COMMERCIAL FINANCING

Our business law lawyers act for clients financing the acquisition or refinance of companies, real property, equipment and inventory and many other types of lending/borrowing transactions. Our clients include developers, owner/managed businesses, start ups, investment syndicates and private lenders. Our business law lawyers have the breadth and depth of experience to protect your interests and close financing transactions on time.

COMMERCIAL CONTRACTS

Commercial contracts are becoming increasingly complex and important. Our business lawyers are ready to work with you to ensure that your business is protected. Our practice includes dealing with contracts such as:

  • Purchase and Sale Agreements;
  • Consulting and employment agreements;
  • Development and joint venture agreements; and
  • Supply and service contracts.

To protect yourself, you need to know what you are agreeing to, what your risks are and on where you need to focus. Our experienced lawyers have drafted, negotiated, and reviewed contracts of every type and for many industries and specialized enterprises. We know what to look for and where to find it.

Maximizing value and minimizing risk are our goals when dealing with your business contracts.

CORPORATE FINANCING

All businesses require guidance in obtaining corporate finance whether it be through debt financing with a financial institution or bringing in equity investors.

We can advise and guide you through the negotiation and documentation process. We regularly provide legal advice on the advantages and disadvantages of certain types of financing including operating lines and term loans. We can also assist in share structuring and obtaining private equity from investors. Whatever your corporate financing needs, our business lawyers have the experience and knowledge to help you achieve your business goals and maximize your company’s financial situation.

CORPORATE GOVERNANCE

Whether your business is a BC-based or a Federal company, legislative provisions set out minimum standards for annual record keeping and corporate maintenance. We assist our clients in maintaining their Records Book in compliance with the Business Corporations Act (B.C.) and the federal Canada Business Corporations Act.

Our business lawyers assist our clients in all aspects of corporate governance including the preparation of shareholders’ agreements, confidentiality agreements, non-compete agreements, and employment agreements. A company properly structured by our business lawyers has the best chance of success.

It is crucial for the ongoing success of a business to properly define the relationships between its shareholders, directors and business partners. To avoid future disputes, our business lawyers will guide you through all corporate governance related matters right from the start.

EMPLOYMENT

Our employment lawyers are uniquely equipped to assist both employers and employees on a wide range of employment law issues. Whether you need assistance to review an employment agreement, or you are defending a wrongful dismissal claim, our lawyers can assist you at every step of the way. We offer advice on managing workplace relationships and avoiding common employment law pitfalls.

Employment contracts are strongly recommended for key employees. Employment contracts manage employer and employee expectations and clarify the rights and responsibilities of each. When employment relationships break down, employment contracts clearly set out the rights and responsibilities, avoiding or minimizing the cost of disputes.

Many businesses prefer to purchase services on contract. Our employment lawyers have experience drafting and structuring such agreements. Protecting trade secrets and intellectual property is an important component of our employment and contractor agreements. For key personnel, non-competition, confidentiality and non-solicitation of clients (and other employees) are important issues that must be addressed.

Our Employment Services Include:

  • Review and drafting of workplace policies and procedures
  • Review of employment contacts
  • Review of termination documentation and wrongful dismissal claims
  • Corporate reorganizations
  • Employee performance, disability, compensation and employment standards hearings.
  • Contractor agreements
  • Privacy and Confidentiality Agreements
  • Compliance with the Employment Standards Act
  • Clarifying the Duty to Accommodate and Undue Hardship

We offer services for both the employers and employee. Our work on both sides of the table provides us with valuable insight, and aids us in providing practical, cost-effective and quality services to our clients.

INCORPORATION AND BUSINESS STARTUPS

One of the first decisions a business owner must make is in what form their business structure will be. Our business lawyers advise our clients on the advantages of establishing a new business as a corporation, partnership, limited liability partnership, sole proprietorship, or a joint venture.

Each business is unique so we sit down with the owners and discuss what they want and where they see their company in the future. By treating our client’s business and a unique and special enterprise, we can provide focused solutions that address our clients needs and priorities. We make it easy for our clients so they can concentrate on what’s important – growing their businesses.

MERGERS & ACQUISITIONS AND CORPORATE REORGANIZATIONS

The purpose of your business is to sell more product, get more clients, provide more services to more people or organizations and hopefully make a reasonable profit while doing so. Most businesses will arrive at a time where change is necessary. The opportunities and challenges that can arise are:

  • strategic acquisition of, or merger with, a competitor;
  • selling a business to maximize and lock in value; or
  • reorganizations to achieve a more tax-efficient structure
  • changes to provide flexibility for future growth, challenges, or succession planning.

Our team of business lawyers works with you to select a business strategy that works for you, and then implements it in the most seamless way possible.

PRIVATE LENDING

Our business law lawyers act for both private lenders and borrowers who are funding or requiring financing for the acquisition of companies, real property, equipment and inventory and many other types of lending/borrowing transactions. Our private lending clients include syndicated mortgage investment corporations, private individuals and private closely held companies.

PROFESSIONAL AND MEDICAL INCORPORATIONS

Our lawyers have extensive experience in providing services for professional and medical corporations. Whether you are a doctor, dentist, architect, engineer, accountant, veterinarian, optometrist or other professional, our business lawyers can help you.

Each profession has their own unique set of rules, naming conventions, membership restrictions, and licencing and reporting requirements. There are 26 regulated health professions in British Columbia, 25 of which are self-regulating professions governed by 22 regulatory colleges under the Health Professions Act. You need a team of experienced business lawyers who will carefully review your profession’s governing body’s requirements and create a customized and tailored company structure that complies with its specific rules and regulations.

Our business lawyers understand the needs of our professional and medical clients. Let us do the work for you.

PURCHASE AND SALE OF BUSINESS

There are two main ways to buy or sell an incorporated business:

  • buying and selling its assets; or
  • buying and selling its shares.

An asset purchase consists of selling the corporation’s tangible (e.g. inventory and equipment) and intangible (e.g. goodwill and intellectual property) assets. Buyers often prefer asset sale transactions but it may cause increased tax liability for the seller compared to the sale of shares.

A share purchase consists of selling the shares of a corporation. A share purchase transfers some or all of the ownership of the business from the seller to the buyer. The seller often prefers a share purchase because it allows for the seller to easily walk away from the corporation and can have tax benefits for the seller.

Consulting an experienced business lawyer for assistance with structuring, negotiating and carrying out the transaction is highly recommended.
If you are considering a sale of all or part of your business, our lawyers will provide the advice you need to maximize your sale price. We will listen to your concerns, ascertain your needs and desires in a sale of a business, and determine how best to meet your goals. We can assist with corporate restructurings and tax re-organizations to maximize your return on a sale, and to minimize the tax payable. We work with your accountants and other tax advisors to ensure a tax efficient transaction. We assist with risk reduction on the sale of any business by providing you with a framework for how to deal with employees, suppliers, and customers so the transition to your buyer is smooth.

On purchases, we conduct due diligence measures to minimize your risk and determine if there are any “skeletons in the closet”. We can assist in decision making about potential pitfalls in the purchase of any business, including issues with employees, contracts, property matters and possible tax liabilities.

KERFOOT BURROUGHS LLP

400-1401 West Broadway, Vancouver, BC V6H 1H6

Phone: 604.263.2565

Fax: 604.263.2737

CONNECT WITH US

©2020 Kerfoot Burroughs LLP Website from JumpStart Web

Log in with your credentials

Forgot your details?