EXPERTISE

We understand that as a business owner, you have many important decisions to make. Whether you are just starting out or are an established company looking to expand, our lawyers are here to help. We will work closely with you to understand your unique needs and provide customized legal solutions to support the success of your business.

• Entity formation (incorporations, partnerships, joint ventures, etc.)
• Definitive Agreement drafting and negotiation (Shareholders’ Agreements, Partnership Agreements, Joint Venture Agreements, etc.)
• Intellectual property protection (non-disclosure agreements, confidentiality policies, IP assignment agreements, etc.)
• Minute book and other organizational upkeep
• Asset protection and creditor-proofing
• Advising on corporate compliance and reporting obligations
• Assisting with the acquisition or sale of a business (M&A)
• Advising on corporate governance issues
• Providing counsel on day-to-day matters including business operations and strategy
• Privacy policies and terms & conditions
• Corporate reorganizations (capital gains strips, estate freezes, rollovers, etc.)
• Corporate transactions (share splits, amalgamations, continuance, restructurings, etc.)
• Financings (equity or debt financings, Pre-Seed, Seed, or Series A, bank financings, leveraged buy-outs, security arrangements, etc.)
• Secured lending
• Founder and Employment Agreements
• Commercial agreements (consulting, supply, distribution, licensing, sub-licensing, etc.)
• Exit planning (succession planning, wind-up or dissolution, etc.)

R&D LLP has a wealth of experience to assist with raising capital whether from pre-seed, seed or Series A investors from friends and family, angel investors or venture capital firms.  Whether you are looking to raise debt or equity from seed to venture capital, our lawyers are here to help complete financing needs on the exempt market.

We have the expertise to manage complex, high-value transactions that put investors and businesses in a position to take advantage of opportunities while minimizing unnecessary risks.

• Capital structure advice for early stage investment
• Advising on the structure and terms of financing transactions
• Drafting and reviewing term sheets, subscription agreements and closing documents
• Providing counsel on corporate governance issues related to financing
• Drafting transaction agreements (Shareholders’ Agreements, Investor Rights Agreements, Voting Agreements, Right of First Refusal & Co-Sale Agreements, Lock-Up Agreements, Stock Option Plans, Management Rights Letters, etc.)
• Assisting with negotiation and closing of financing transactions
• Advising on compliance with securities laws and regulations

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. We understand the importance of strong corporate governance for the short and long term success of your company. Our team of business lawyers can provide a wide range of legal services to help ensure that your business is in compliance with all applicable laws and regulations and follows best practices with respect to its governance practices.

By partnering with our firm, you can have confidence that your business is operating in a legally compliant and ethical manner. We will work closely with you to understand your unique needs and provide tailored legal solutions.

• Advising on board and shareholder meetings
• Drafting and reviewing corporate bylaws and operating agreements
• Advising on corporate compliance and reporting obligations
• Providing counsel on corporate ethics and best practices
• Assisting with the creation and maintenance of corporate records
• Assessment of compliance with applicable corporate governance requirements
• Drafting policies and procedures to ensure Board oversight of corporate governance
• Drafting supporting policies and procedures for Anti-Money Laundering/Anti-Terrorist Financing
• Advising on disaster recovery and business continuity plans and drafting cyber attack response plans

We understand that buying or selling a business is always a critical juncture for a businessperson. Our lawyers are here to provide guidance and support every step of the way, to help ensure a smooth and successful transaction. Our team has a wide range of expertise on mid-market corporate and commercial transactions. We routinely act for clients that are buying or selling businesses, whether through share or asset purchases or sales. Our lawyers understand and appreciate the commercial, social and even political dynamics that confront modern-day businesses. As a result, we are in a unique position to give seasoned legal advice within the context of practical business realities.

• Advising on the structure of the transaction
• Facilitiating tax-driven pre-closing corporate reorganizations
• Negotiating and drafting the definitive agreement, security agreements and closing documents
• Conducting due diligence investigations
• Arranging bank or third party financing
• Assisting with negotiation and closing of the transaction
• Advising on post-transaction integration and compliance

The team at R&D LLP often succeeds in negotiating favourable resolutions out of court, but we are always prepared to protect our clients’ interests in the courtroom should that be necessary.

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 matters at the earliest stages including after delivery of a demand letter or soon after issuance of a statement of claim. That said, we have the knowledge, resolve and expertise to litigate all steps of a proceeding and have a good record of obtaining successful results at 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, whenever the circumstances require it we will fearlessly push your case to a trial or hearing on the merits. You require advocates who are confident in representing you at each juncture of a case.  We are often up against opposing counsel at some of the largest firms in the country and have achieved strong success against them.  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. 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.

If you are in need of legal assistance for your business, please contact us to schedule a consultation. We would be happy to discuss your legal needs and explore how we can assist you.

When your company is in the early stages, you need to make critical structural and operational decisions that may impact your business for years to come. Options often arise at a fast and furious pace. We understand the commercial and legal challenges and can help you weigh the pros and cons quickly and effectively so you can make informed decisions that lay the foundation for growth and success.

Startups face a dynamic landscape of opportunities and challenges. In the crucial early stages, making informed structural and operational decisions is pivotal, as these choices can have long-lasting implications for your business. With the pace at which options emerge, it is essential to navigate commercial and legal complexities swiftly and effectively. Our lawyers focus on understanding these intricacies, enabling you to meticulously assess the pros and cons and lay a solid groundwork for growth and success.

Services we provide for startups include:

Entity Formation and Structure: Guidance on selecting and forming the optimal business entity, including incorporations, partnerships, limited partnerships, and joint ventures. Our expertise ensures that your company’s foundation is robust and conducive to future growth.

Agreement Negotiation and Drafting: Comprehensive support in negotiating and drafting pivotal agreements, such as Shareholders’ Agreements, Founder Agreements, and various partnership and joint venture arrangements, including specific agreements like Voting Agreements, Restricted Share Ownership Agreements, and Right of First Refusal and Co-Sale Agreements. Our aim is to safeguard your interests and facilitate clear, effective frameworks for your business partners.

Capital Structure and Investment Strategy: Strategic advice on crafting a capital structure that supports early-stage investment, including the drafting of Articles of Incorporation or Articles of Amendment, structuring employee stock option plans, and implementing measures for valuation and dilution protection. We help you navigate the complexities of financing to secure a strong financial footing.

Financing Transactions and Instruments: Expertise in structuring terms of financing transactions, and drafting and negotiating investment instruments such as SAFEs, Convertible Notes, and loan agreements. We ensure your financing strategies align with your business objectives while mitigating risk.

Corporate Documentation: Assistance in drafting, negotiating, and reviewing essential corporate documents including by-laws and articles of incorporation, and maintaining minute books, ensuring compliance and proper documentation of corporate affairs.

Corporate Governance and Compliance: Advisory services on corporate governance best practices, compliance, and reporting obligations, aimed at maintaining regulatory adherence and promoting ethical business operations.

Debt Financing: Support in negotiating and closing debt financing deals with banks and private lenders, providing access to necessary capital while navigating the legal intricacies of these transactions.

Corporate Finance Compliance: Guidance on adhering to securities laws and regulations when completing financings, including making the required filings with the Ontario Securities Commission, to ensure compliance during fundraising and capital distribution activities.

Employment and Independent Contractor Agreements: Support in drafting, negotiating, and reviewing employment agreements, independent contractor agreements, and workplace policies, ensuring your practices comply with applicable legislation and contribute to a productive workplace.