Keep Your Business on Track
Business Law is key to our practice. Leon Efraim has extensive experience in corporate finance and securities Law. We advise clients on various matters ranging from equity and debt offerings, private placements and exempt offerings, share transactions, mergers and acquisitions, corporate reorganizations, continuous disclosure compliance, and registration matters for dealers and advisors. Our clients range from small closely held start-up companies to listed public companies and investment dealers.
Here are some of the services we perform for clients:
- Mergers and Acquisitions
- Corporate Formation (partnerships, incorporations and shareholder agreements)
- Corporate Reorganizations
- Negotiation and drafting of commercial agreements
- Commercial Transactions
- Joint Ventures
- Shareholders and Partnership Arrangements
- Business Succession and Planning
- Commercial Leasing
- Equipment Leasing
- Licensing and Technology Contracts
- Internet Law
- Marketing and Advertising law
You have a new business idea or innovative product or service. Now what? A new start-up venture is exciting but also challenging. Often, as a founder, or part of a founding group, your resources are limited, in terms of start-up capital. It is very important to have trusted start-up business lawyers as legal advisers. Thomas & Efraim LLP offers experienced based, cost efficient, structure to providing legal advice. We have start-up business experience, and understand how to offer your business its best chance of prospering. We provide a range of legal services including many flat rate services, and will help you take your business to the next level.
How Start-Up Business Lawyers Help Your New Business?
As a new business owner there are many things that you should be aware of. Start-up business lawyers guide and educate to ensure that your business gets off to a great start.
Examples of how we help your new business include:
- Providing strategic advice on the direction of your business, and how to protect founders, officers and directors from liability;
- Assisting in the creation and clarity of your business plan;
- Helping determine your ongoing legal and financial requirements (including the types of funding that you will need, both in seed funding and ongoing investment) to make your business a success,
- Educating to help you understand how to best commercially exploit your idea; and design the most efficient business structure and distribution method; and
- Guiding to help choose an appropriate legal and capital structure for your business.
We also help with such things as drafting and negotiating shareholder agreements, intellectual property assignments, corporate governance, adding employees, creating equity incentive; raising capital, establishing franchised businesses, registering domain names and structuring outside investments.
Business Buying in Ontario or anywhere is both an exciting and scary proposition for many. With the many opportunities of buying a business, come many risks. Lawyers can help you reduce the risks associated with buying a business.
Picking a Business to Buy
The steps of business buying are not complicated. Firstly, you must decide on what type of business you want to buy. A lawyer cannot help you with this step. You must pick what type of business you are interested in operating. Our best advice is to look at businesses in an area that you are passionate about.
Evaluating the Business: How much to pay for the business
Next, you must decide what you are willing to pay for the business. You can get an accountant or business valuation specialist to help. As a lawyer helping people to buy a business, we recommend that you pay attention to what you can afford, what the final price will be (including inventory if applicable), what exactly you will be getting for the price of the business, what hidden costs you may have, etc.. Using a lawyer or accountant in the GTA, when buying a business in the GTA can be useful from a practical and knowledge based perspective.
Financing Your New Business
Part of buying a new business is paying for it. The simplest way to buy a business is if you have the cash or funds on hand to pay for it. Not everyone has the ability to pay cash for their new business. The two other ways of buying a business is vender financing and lender financing. Vender financing is where the seller accepts payment for the business over time. Lender financing is when you get a loan to help you buy the business. There are some Canadian government programs to help people buy their new small business.
Getting a Lawyer to Draft the Agreement for Buying a Business
Drafting the agreement is a key step to buying a business. Using online forms may not recognize location specific laws. For example, the laws in another province or state may not be the same as in Ontario. Lawyers can help reduce the risks of buying a business. Lawyers not only help ensure that you get what you are supposed to when you are buying a business but also allow for a due diligence period. This time frame gives you time to make sure that you fully understand what it is that you are buying. This is a key step to protecting yourself when buying a business.
Share Purchases vs. Asset Purchases: Lawyers Help You Decide when Buying a Business
Of all the steps in buying a business, this can be one of the biggest decisions. There are both accounting and legal implications when you buy a business as an asset purchase compared to a share purchase. If business buying, it is extremely important to discuss asset purchase and share purchase with your accountant and you lawyer.
Protecting Yourself When You Buy a Business
Finding a lawyer that you trust is important when you buy a business. Many businesses fail in the first year of operations. Lawyers can help you reduce your risks when you buy a business. We inform you of potential hidden costs, limit your liability, are available as advisers, and can make sure that your business is structured in a way that works best for you.
Types of Business that Our Law Firm has Helped People Buy
Our law firm has help people when buying many types of businesses. The following are some examples.
- Accountant Businesses
- Chiropractic Offices
- Investment Planners
- Coffee shops
- Oil & gas service businesses
- Manufacturing Businesses
- Research & Development Businesses
- Gas stations
- Specialty stores
- Convenience stores
- Automotive repair
Considering Selling Your Business?
If you are considering selling your business, there are a number of questions you will need to answer and important steps you need to take.
Why Sell Your Business?
The most common reasons for small business owners to sell their business is because of age or health issues. Selling a business is also way to liquidate some capital for a major life transition, such as retirement, a move to another city, or a divorce. Maybe you want to sell your business for a fresh start at another venture. Make the decision to sell a careful and well-informed one by understanding the process and the help you will need to go through that process.
What is Your Business Worth?
Before selling your business, you need to know the value of your business on the market. You can look at the asking prices for similar businesses, but you should also consider obtaining a professional valuation, through an accountant or a business broker. Ultimately, the value of your business is determined by the market, and your business will sell if it has been priced properly. A lawyer can assist you with responding to an offer, and helping you to negotiate the best deal with the buyer. You will need to assemble all the required paperwork and financials for a sale. These include such things as historical financial statements, leases, franchise agreements, inventory lists, equipment lists, sales figures, etc.
Is Your Business Ready For Sale?
Are there things which need to be done at your place of business before it is ready for sale? Consider maintenance, repairs, aesthetic appeal and staging. Just as when you sell a home, imagine a stranger walking into your place of business. Maintain the business processes and financial records well up to the sale and during the entire process, and ensure that the employees are informed of the coming transitions. If you are incorporated, make sure your minute book is up to date before selling your business.
Finding a Buyer When Selling Your Business?
Finding the right buyer for your business is essential. Consider accessing professional assistance with the sale of your business by retaining the services of a lawyer, and a business broker. When selling your business, a broker can create a marketing plan to sell your business to the right target market. A lawyer can help you navigate the financial and legal steps in the process of a business sale, and help you negotiate the best deal with the best buyer. The right buyer will be the one who has been qualified, and whose agrees to the terms regarding a down payment and financing for the business purchase. A lawyer will also prepare documents, review the buyer’s offer, and prepare a counter proposal if necessary. Sometimes you only bring in new investors or sell some of your shares. Sometimes you sell the whole business by an asset sale.
What Else Do You Need To Do?
You will most likely be closing out business bank accounts, and dissolving a corporate entity. There will be insurance and tax implications, and other legal requirements a business lawyer can help you to address once the sale has gone through.
Are YOU Ready To Sell Your Business?
Selling a business may have a psychological and possibly an emotional effect on you, just as selling a home does. This is particularly true if it is a family business, or one which you founded and nurtured from a start-up. Be prepared for a life change.
Corporate agreements / Business contracts: Every business has assets. Some of the business assets are tangible. You can see and touch them. These include its key employees, its business premises (leased or owned), its employees and its inventory and equipment. Other business assets are not tangible. These include its good will, intellectual property (such as trademarks and client databases), websites, and names. The problem with business assets is if they are not protects, they can be lost. Protect your business.
Types of Business Thomas & Efraim LLP Drafts
- Employment agreements
- Consulting agreements
- Non-competition agreements
- Non-solicitation agreements
- Confidentiality agreements / non-disclosure contracts
- Business name registration
- Asset leases
- Financing and security agreements
- Unanimous shareholder agreements (USAs)
- Partnership agreements
- Shareholder agreements
- Joint Venture agreements
- Management agreements
- Purchase contracts
- Maintenance contracts
- Service contracts
- Other corporate agreements
Protect Your Assets: Have Legal Corporate Agreements Drafted
By retaining a lawyer to draft corporate agreements for you, you protect yourself and your company. A properly worded business contract will help in collections, avoid liability, prevent against the use of your intellectual property, lesson the likelihood of employees competing against you, etc.
Can You Afford to Hire a Lawyer?; Can you Afford Not to Hire a Lawyer?
Anyone who has dealt with the consequences of not having a properly drafted corporate agreement will attest to the fact that the cost of not hiring a lawyer can far exceed the cost of hiring one. Even if you are forced to go to court to enforce you rights, your chances of success are much greater with a well drafted business contract. Client drafted corporate agreements not only do not protect their business but can sometimes create so much uncertainty that only a court can determine an outcome. In the context of the CRA, an employment contract vs. a independent contractor agreement can depend on a properly drafted contract.
Understand Your Contractual Rights
We at Thomas & Efraim LLP will not only draft an agreement that protects your business but will explain it to you. You will understand how to better run your business from a legal standpoint
Thomas & Efraim LLP has extensive experience in the direct selling industry. Our Direct Selling practice includes all tax, trade, regulatory and licensing issues facing direct sellers establishing a business in Canada. Our work includes:
- tax and structuring;
- document review;
- and related matters such as privacy, anti-spam, and investment Canada.
E-Commerce (buying and selling over the Internet) is today’s fastest growing sector of the global economy. As e-commerce lawyers, we help protect you from the legal issues facing your online business, whether you are based in Canada or a foreign enterprise. From domain name, copyright, trademark and privacy issues to your contractual relations with distributors, licensors, drop shippers, carriers and manufacturers. We don’t just work with online retailers, Thomas & Efraim LLP works with SAAS (Software as a Service) and subscription based platforms as well.
App and Software Development
Are you hiring contractors or employees to develop smartphone apps or software? As e-Commerce lawyers, Thomas & Efraim LLP can help you manage important issues such as ownership of intellectual property and protecting your copyright and code.
Buying or Selling an App or Website
Are you closing the purchase and sale of either a company that owns software apps or purchasing the software itself? As e-Commerce lawyers, Thomas & Efraim LLP can draft the agreement of purchase and sale and close your transaction.
Website Terms & Conditions
Creating website terms and conditions, and properly implementing them, can help reduce the risk of lawsuits and in the event of a lawsuit, can help reduce your liability. Thomas & Efraim LLP has significant expertise in the drafting of terms and conditions and can provide our clients with expertise in this area in a cost efficient manner
Anti Spam Legislation
Spam legislation has been implemented around the world including the coming into force of Canada’s Anti-Spam Legislation effective July 2014.
The most impactful aspect of Anti Spam laws is that they do not just target spam. These laws include aspects that include ANY electronic message that includes a commercial component. A commercial component does not need to be something that involves profit (such as sales). Commercial, as it relates to anti spam, includes any electronic message (not just email) that even in part has a component that can include marketing, advertising or promotions
Thomas & Efraim Law can advise with respect to all matters regarding anti-spam legislation and can review your companies business practices to insure that anti-spam legislation is not being violated.
Is your e-Commerce business considering rewards or equity crowdfunding to access capital? From the birth of the industry, Thomas & Efraim LLP has taken a leadership role in the field. Thomas & Efraim Law can guide you through the rewards and equity crowdfunding landscape.