Corporate & Commercial Lawyer Serving the Greater Toronto Area and All of Ontario

Corporate governance refers to the framework of rules, practices, and processes that direct how a corporation is managed and controlled. In Ontario, directors and officers have legal duties under the Business Corporations Act, including acting in good faith, exercising care, and avoiding conflicts of interest. Effective governance promotes transparency, accountability, and investor confidence, which are essential for long-term business success. It also helps prevent internal disputes among shareholders and ensures compliance with legal obligations. Businesses that maintain strong governance practices are better positioned to attract investment, make informed decisions, and reduce exposure to regulatory or legal risks.

Buying or selling commercial real estate involves more than signing a contract. A commercial real estate lawyer assists with drafting and reviewing purchase agreements, conducting title searches, and verifying zoning and environmental compliance. They also handle negotiations, mortgage registration, and closing documentation. Whether it’s an office building, retail space, or industrial property, legal review ensures there are no hidden liens, disputes, or restrictions that could impact your investment. In Ontario, commercial transactions often include HST, land transfer tax, and due diligence periods, all of which must be properly managed. Legal guidance helps protect your interests and ensures your transaction closes smoothly.

Franchise law in Ontario is governed by the Arthur Wishart Act (Franchise Disclosure), 2000, which protects both franchisors and franchisees. Before signing a franchise agreement, franchisors are legally required to provide a disclosure document containing all material facts about the business. This allows prospective franchisees to make informed decisions. Failure to provide proper disclosure can give a franchisee the right to rescind the agreement and claim damages. A franchise lawyer helps franchisors prepare compliant documents and assists franchisees in reviewing agreements to understand fees, territory rights, and renewal terms. Legal advice ensures transparency, compliance, and a fair start to the business relationship.

A corporate reorganization may be necessary when a business is changing ownership, merging with another entity, or restructuring for tax efficiency or liability protection. In Ontario, reorganizations can involve transferring shares or assets, creating holding companies, or altering shareholder agreements. These changes must comply with the Business Corporations Act and often require filings with the Ministry of Public and Business Service Delivery. Legal counsel ensures the process is structured correctly to minimize tax implications, maintain regulatory compliance, and protect stakeholders. Whether you’re planning for growth, succession, or simplification, a well-planned reorganization can strengthen your company’s long-term stability.

When reviewing a commercial lease agreement, it’s important to focus on key terms that could affect your business operations. Some crucial elements include:

• Lease Duration: Ensure the term aligns with your business plans, and consider renewal options.
• Rent and Expenses: Clearly understand rent amounts, payment schedules, and additional expenses like property taxes, maintenance, and utilities (known as “CAM” or Common Area Maintenance).
• Tenant Improvements: Clarify who is responsible for property modifications or improvements.
• Exit Clauses: Review termination rights, early exit options, or penalties if you need to leave the lease early.
• Subletting and Assignment: Understand if and how you can sublet or assign the lease to another party.
• Maintenance and Repairs: Identify which party is responsible for upkeep of the property, including HVAC, plumbing, and structural repairs.

The typical steps in a commercial real estate transaction are as follows:

• Initial Negotiations: This includes agreeing on the price, terms, and conditions of the sale or lease.
• Due Diligence: The buyer or lessee conducts a thorough investigation of the property, including title searches, inspections, zoning regulations, and reviewing financials.
• Financing: Securing the necessary financing for the transaction, whether through a loan, investment, or other means.
• Drafting the Agreement: Legal teams prepare the sale or lease agreement, outlining all terms, contingencies, and responsibilities.
• Closing the Deal: Both parties sign the agreement, and ownership or lease rights transfer. This stage may include paying the deposit or full purchase price, depending on the transaction type.
• Post-Closing: Final documentation is filed, and the buyer or tenant takes possession of the property.

To protect your business during a merger or acquisition, consider the following strategies:

• Due Diligence: Conduct a thorough investigation into the other party’s financials, contracts, intellectual property, and liabilities to avoid unpleasant surprises.
• Clear Agreement Terms: Ensure the merger or acquisition agreement clearly defines key terms, including valuation, payment structure, and post-transaction obligations.
• Protect Intellectual Property: Make sure your intellectual property rights, such as patents, trademarks, and copyrights, are secured and transferred properly.
• Employment Agreements: Address the future of your employees—consider non-compete clauses, retention bonuses, and continuity of employment.
• Contingencies and Exit Clauses: Include clauses that allow you to walk away from the deal under certain circumstances, such as undisclosed liabilities or unfavorable changes in terms.
• Tax and Legal Considerations: Consult with tax and legal experts to understand the potential financial and legal impact of the merger or acquisition.

• Corporate Structure & Governance: Whether forming a new business or restructuring an existing one, we guide you through the complexities of corporate governance and organizational structures.
• Mergers & Acquisitions (M&A): Our team has successfully completed numerous M&A transactions, ensuring a seamless process from due diligence to integration.
• Franchise Law: If you’re expanding or acquiring a franchise, we provide strategic legal advice on compliance, franchise agreements, and dispute resolution.
• Commercial Contracts: From vendor agreements to service contracts, our team drafts, reviews, and negotiates contracts that protect your business interests.