Advising A Business – Start-Up to Exit

Every business goes through a standard cycle—from start-up and growth, to considering whether to sell or exit the market completely. As lawyers, you play a critical role in guiding clients so that their businesses benefit from thoughtful legal planning and strategy.

Gain a 360-degree perspective of all the critical moments in the lifecycle of a business from seasoned corporate lawyers, and learn how to become a trusted advisor.

This program is designed for:

• Business lawyers in the first 8 years of practice
• Non-business lawyers with an interest in business law

Key Topics Covered:

• Business Start-ups: What are the most popular business vehicles and why?
• Shareholder/Partnership Agreements: Common drafting mistakes
• Raising Early Stage Capital: What key items need to be negotiated in a typical financing?
• Employee Equity Considerations: Interplay between employment laws and equity
• Purchasing/Selling a Business: Legal preparations for selling a business
• Managing Business Divorces: When to involve litigation counsel?

Detailed Agenda 

1. Managing the Client Relationship

• Common incorporation mistakes
• Advising on which EEA (Employment Equity Agreement) is best
• Interplay between employment laws and EEAs
• LOI (Letter of Intent) considerations
• Inside vs. outside sales
• Price and payment adjustments
• Key negotiation considerations
• Managing M&A transactions
• Root causes of corporate divorces
• Assessing client objectives, legal rights, strategic options
• Becoming tax aware
• Understanding project management
• When to involve litigation counsel

2. Effective Client Communication re Shareholder Agreements (15 minutes)

• Is a basic/simple agreement possible?
• Does it need to be a Unanimous Shareholders’ Agreement (USA)?
• Common drafting mistakes
• Legal implications of unsigned agreements
• Timing for execution and review frequency
• Lawyer’s role and conflict management
• Binding new shareholders to a USA
• Best practices and special considerations

3. Importance of Retainer Letters (5 minutes)

4. Ethical Issues During the Client Relationship (10 minutes)

• Maintaining a solutions mindset
• Understanding client objectives

5. Managing Conflicts from the Outset and Throughout the Relationship (10 minutes)

• Asset protection strategies
• Protecting shareholder loans
• Recognizing and defining roles to manage conflicts
• Enhancing negotiation skills

6. Client Confidentiality (5 minutes)

• NDA (Non-Disclosure Agreement) considerations

7. Legal Preparation for Selling a Business

8. Structure of Transaction

• Asset sale vs. Share sale

Presenters

• Jennifer Allen
• Jordan Dolgin
• Fraser McDonald