Corporate Law
Beard Winter LLP’s Corporate Law group excels in providing comprehensive and fully integrated business law services with practical and cost efficient advice to a wide range of businesses in Canada and internationally. Assisting clients in their day to day and transactional needs, we ensure that our clients’ most important relationships and interests are protected and enhanced and that our clients’ goals and objectives are met.
Providing effective advice in franchising depends upon accurately assessing the unique relationship between franchisors and franchisees. It also requires sound practical advice to manage the relationship. We represent a full range of franchisors, from start-ups to national and international franchise systems. We also represent franchisees, including multiple unit holders and area franchisees.
Our lawyers look on their role as “legal business advisors”. In doing so, we provide top notch skills with a good range of experience to meet all circumstances so that our franchise clients get informed and practical advice with good value. When problems arise in the franchise relationship, we work closely with our enforcement and litigation lawyers to help ensure that, as far as possible, the bases are covered.
Our franchising and licensing services include:
- advice to help manage the franchisor/franchisee relationship
- preparation, maintenance and assessment of franchise agreements, including area development agreements and master franchise agreements
- preparation and maintenance of franchise documentation including disclosure documents
- intellectual property matters, including registration and maintenance of trademarks
- licensing and distribution arrangements
- supply and distribution agreements
- commercial leasing
- employment and contactor issues in the franchise system
- financing of franchise systems
- advice with respect to terminations and repossessions
- franchise litigation including dispute resolution, injunctions and other forms of litigation common to franchising
- purchase and sale of unit franchises and franchise systems
The firm’s merger and acquisition lawyers are experienced in every aspect of corporate acquisition and divestiture (“M&A”). We are retained primarily by middle market domestic and international companies (public and private), financial institutions, private equity funds and international law firms to provide strategic counsel and execution in M&A transactions. With our partners, our Canadian and international presence gives Beard Winter LLP exceptional cross-border capability. Transactions on which we regularly advise range from privately negotiated transfers of shares or assets to public company or trust mergers and acquisitions completed by way of take-over bids, amalgamations and plans of arrangement. We advise clients on structuring considerations, related-party rules, regulatory matters and taxation. We act and have acted for clients in many economic sectors including transportation, information technology, logistics, heavy lift, mining, insurance, energy (renewable and conventional), media, marketing and advertising, construction, retail and other services.
Our firm acts in all areas relating to the registration and enforcement of our client’s intellectual property, particularly in the areas of trademarks, copyrights and trade secrets. Beard Winter LLP is actively engaged in the structuring and documentation of intellectual property licensing arrangements both within Canada and internationally. Our services include advice relating to the registration of trademarks, copyrights and industrial designs and also ensuring the protection of our clients’ intellectual property by infringement actions, passing off actions, Mareva injunctions and Anton Piller orders. We are fully familiar with the negotiation and preparation of technology agreements such as licensing, distribution, software development, website development and outsourcing agreements. We provide technology and intellectual property advice to a broad range of clients from individual entrepreneurs to public corporations.
Beard Winter LLP acts for issuers in connection with private placements, initial public offerings, reverse take-overs, rights offerings, and stock exchange listings, with a particular focus on small and mid-size public companies.
We advise issuers concerning corporate governance matters, including continuous disclosure, fiduciary responsibilities, regulatory compliance, shareholder approvals and board mandates and processes.
Beard Winter LLP’s Restructuring and Insolvency Group brings years of experience and a wealth of knowledge to the table. We look to maximize the returns for our clients which include the following diverse group of stakeholders:
- trustees, monitors and receivers
- secured parties
- unsecured creditors
- debtors
- directors and officers
- landlords and tenants
- purchasers and vendors of assets and businesses from trustees and receivers.
Wherever possible, our team of specialists looks for solutions that will benefit our clients in a field where substantial losses are frequently the norm.
Our litigators in this group have represented clients at all levels of court in Ontario and in some of the more prominent restructuring cases. Our solicitors have acted for both vendors and purchasers of distressed assets and businesses.
Our firm advises a wide range of non-profit entities and registered charities. We are actively engaged in incorporating and organizing Ontario and Federal non-profit corporations. We also advise unincorporated non-profit associations. Beard Winter LLP assists those non-profit entities that may qualify as a charity to obtain the charitable status designation from Canada Revenue Agency. We also advise registered charities to ensure compliance with the applicable law to maintain the charitable designation. Beard Winter LLP is familiar with the unique corporate governance and structural issues related to the operation of non-profit entities and charities.
Our firm has extensive experience in advising private and public corporations on a broad range of debt and equity financings. These financings include private placements, initial public offerings, convertible debt, senior debt and mezzanine debt financings. We work to close transactions expeditiously and in a cost effective manner. We are also experienced in acting for private equity investors, venture capital companies, senior lenders, subordinate lenders, agents and brokers in these transactions which frequently involve cross-border considerations or other international components.
The employment law group at Beard Winter LLP assists employers of all sizes with various human resources related issues. The group provides timely advice to clients on day-to-day operational issues relating to human resources, including:
- advising on disciplinary procedures and termination;
- advising on recent legislative updates affecting employers;
- advising on workplace disputes and workplace harassment incidents;
- advising on extended leaves and employee absences from employment;
- structuring compensation and benefit packages;
- preparing letters of employment, employment contracts and agreements;
- preparing termination letters and severance packages; and
- preparing workplace policies and employee handbooks.
In addition, the employment law group also appears before various levels of courts and tribunals on employment related matters, such as claims for wrongful dismissal, constructive dismissal breach of contract and human rights complaints.