Corporate and Mergers & Acquisitions

We can represent you in a variety of business-related matters where you need documents or agreements drafted, reviewed, and/or negotiated.  We can also help you conclude the underlying transaction.

The below list of documents and agreements pertaining to our Corporate and M&A practice area outlines some of the documents that we can help you review, draft, and/or negotiate. 

Contact us or use the Intake Form below to get started.  

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Types of Corporate and M&A documents we can help you with.

Our mission is to help you in the drafting process.  Whether you need us to review, draft, or negotiate, we’re here to ensure that your interests are protected and that your objectives are achieved.

⋅ Arrangement agreement

⋅ Backstop equity commitment letter

⋅ Confidentiality agreement: early-stage business (pro-discloser)

⋅ Confidentiality agreement: joint venture negotiations

⋅ Confidentiality and non-disclosure agreement: simple (mutual, pro-discloser)

⋅ Confidentiality and non-disclosure agreement: simple (unilateral, pro-discloser)

⋅ Consent to substituted limited partner

⋅ Convertible promissory note (simple)

⋅ Declaration of lost security certificate

⋅ Engagement letter: initial public offering

⋅ Engagement letter: private placement

⋅ Equity commitment letter

⋅ Escrow agreement

⋅ Exclusivity agreement

⋅ Executive employment agreement: founding shareholder

⋅ Form 45-106F1: report of exempt distribution

⋅ General partnership agreement

⋅ Indemnification agreement (for officers and directors)

⋅ Indemnification agreement (for officers and directors): CNCA corporation

⋅ Indemnitee’s undertaking to pay advanced defence costs

⋅ Letter of intent: 50/50 joint venture

⋅ Letter of intent: majority/minority joint venture

⋅ Limited partnership agreement

⋅ Limited partnership agreement: private equity fund

⋅ LLP agreement (law firms)

⋅ Lock-up waiver

⋅ Memorandum of understanding: domestic or international joint venture

⋅ Memorandum: delisting and ceasing to be a reporting issuer

⋅ Non-competition and non-solicitation agreement

⋅ Partnership agreement: joinder agreement

⋅ Promissory note (demand)

⋅ Promissory note (term)

⋅ Shareholder notification of eligible dividend

⋅ Shareholder waiver: receipt of financial disclosure

⋅ Stock option agreement

⋅ Stock option plan (Canadian private company)

⋅ Stock option plan (simple)

⋅ Subscription agreement (buyout)

⋅ Subscription agreement (equity)

⋅ Subscription agreement (simple)

⋅ Subscription agreement (units)

⋅ Transitional services agreement

⋅ Transitional services agreement: joint venture

⋅ Unanimous shareholder agreement (emerging corporation)

⋅ Unanimous shareholder agreement (private equity investment)

⋅ Unanimous shareholder agreement (start-up or early-stage business)

⋅ Unanimous shareholder agreement (domestic or international joint venture)

⋅ Unanimous shareholder agreement (two-party)

⋅ Underwriting agreement: initial public offering of common shares (Canadian corporation)

⋅ Underwriting agreement (private placement of units)

⋅ Unit certificate (limited partnership or other types of partnerships)

⋅ Vendor take back promissory note

⋅ Warrant (fixed percentage form)

⋅ Warrant (FMV exercise price form)

⋅ Warrant (penny warrant form)

⋅ Warrant (simple)
⋅ Amendment to purchase agreement

⋅ Amalgamation agreement (CBCA)

⋅ Amalgamation agreement (OBCA)

⋅ Asset purchase agreement (pro-purchaser)

⋅ Asset purchase agreement (pro-vendor auction form)

⋅ Asset transfer agreement: section 85 rollover

⋅ Asset transfer agreement: section 85 rollover by a partnership to a corporation

⋅ Asset transfer agreement: section 97(2) rollover to a partnership

⋅ Assignment and assumption agreement

⋅ Assignment and assumption agreement: contribution to a joint venture

⋅ Assignment of copyright agreement

⋅ Assignment of IP agreement

⋅ Assignment of patent agreement

⋅ Assignment of trademark agreement

⋅ Bill of sale and general conveyance (asset acquisition)

⋅ Bill of sale and general conveyance (contribution to a joint venture)

⋅ Call option agreement

⋅ Confidentiality and non-disclosure agreement: M&A

⋅ Contribution agreement

⋅ Contribution agreement (indemnification by multiple vendors)

⋅ Contribution agreement (joint venture)

⋅ Form of share transfer

⋅ Interim consortium agreement

⋅ Letter of intent: asset acquisition

⋅ Letter of intent: share acquisition

⋅ Limited guarantee (buyout)

⋅ Management services agreement

⋅ Plan of arrangement

⋅ Put option agreement

⋅ Rollover commitment letter

⋅ Securities purchase agreement

⋅ Share purchase agreement (pro-purchaser)

⋅ Share purchase agreement (pro-vendor auction form)

⋅ Share purchase agreement (transfers between shareholders or affiliates)

⋅ Share transfer agreement: section 85 rollover

⋅ Shareholder arrangement: joinder agreement

⋅ Shotgun buy-sell agreement

⋅ Term sheet: private equity share acquisition

⋅ Term sheet: private placement of securities

⋅ Voting agreement
⋅ Annual resolutions of directors: approving financial statements (CBCA)

⋅ Annual resolutions of directors: appointing officers (CBCA)

⋅ Annual resolutions of directors: appointing officers (CNCA)

⋅ Annual resolutions of directors: approving financial statements (CNCA)

⋅ Annual resolutions of directors: approving financial statements (OBCA)

⋅ Annual resolutions of directors: appointing officers (OBCA)

⋅ Annual resolutions of members: waiver of receipt of financial statements (CNCA)

⋅ Annual resolutions of members: written resolutions in lieu of an annual meeting (CNCA)

⋅ Annual resolutions of shareholders: waiver of receipt of financial statements (CBCA)

⋅ Annual resolutions of shareholders: written resolutions in lieu of an annual meeting (CBCA)

⋅ Annual resolutions of shareholders: waiving the appointment of an auditor (CBCA)

⋅ Annual resolutions of shareholders: written resolutions in lieu of an annual meeting (OBCA)

⋅ Annual resolutions of shareholders: waiver of receipt of financial statements (OBCA)

⋅ Annual resolutions of shareholders: waiving the appointment of an auditor (OBCA)

⋅ Arrangement resolution

⋅ Articles of amalgamation: CBCA

⋅ Articles of amalgamation: CNCA

⋅ Articles of amalgamation: OBCA

⋅ Articles of amendment: CBCA

⋅ Articles of amendment: CNCA

⋅ Articles of amendment: OBCA

⋅ Articles of continuance: CBCA

⋅ Articles of continuance: CNCA

⋅ Articles of continuance: OBCA

⋅ Articles of dissolution (Form 10): OBCA

⋅ Articles of dissolution (Form 11): OBCA

⋅ Articles of dissolution: CBCA

⋅ Articles of dissolution: CNCA

⋅ Articles of incorporation: CBCA

⋅ Articles of incorporation: CNCA

⋅ Articles of incorporation: OBCA

⋅ Audit committee self-evaluation

⋅ Board observer agreement

⋅ Board of directors: minutes of meeting

⋅ Board of directors: minutes of meeting (CNCA)

⋅ Board of directors: notice of meeting

⋅ Board of directors: notice of meeting (CNCA)

⋅ Board resolution of transferee approving issuance of shares: section 85 rollover

⋅ Board resolutions: annual matters (OBCA)

⋅ Board resolutions: approving horizontal short-form amalgamation: CBCA

⋅ Board resolutions: approving horizontal short-form amalgamation: OBCA

⋅ Board resolutions: approving vertical short-form amalgamation: CBCA

⋅ Board resolutions: approving vertical short-form amalgamation: OBCA

⋅ Board resolutions: long-form amalgamation: CBCA

⋅ Board resolutions: long-form amalgamation: OBCA

⋅ Board resolutions: organizational resolutions in writing

⋅ Board resolutions: organizational resolutions in writing (CNCA)

⋅ Board resolutions: resolutions in writing

⋅ Board resolutions: resolutions in writing (CNCA)

⋅ Board: organizational minutes of a joint venture corporation

⋅ By-laws: advance notice

⋅ By-laws: CBCA corporation

⋅ By-laws: CNCA corporation

⋅ By-laws: OBCA corporation

⋅ Charter of the audit committee

⋅ Charter of the board of directors

⋅ Charter of the board of directors (CNCA)

⋅ Charter of the compensation committee

⋅ Charter of the disclosure committee

⋅ Charter of the nomination committee

⋅ Code of business conduct and ethics

⋅ Directors and officers: written declaration of interest

⋅ Directors and officers: written declaration of interest (CNCA)

⋅ Directors’ register and officers’ register

⋅ Directors’ register and officers’ register (CNCA corporation)

⋅ Directors: consent to act (CBCA corporation)

⋅ Directors: consent to act (CNCA corporation)

⋅ Directors: consent to act (OBCA corporation)

⋅ Director’s statement: OBCA amalgamation

⋅ Limited partnerships: record of limited partners

⋅ Member’s meeting: chair’s script for annual meeting

⋅ Members’ register

⋅ Members’ resolutions: organizational resolutions in writing

⋅ Members’ resolutions: resolutions in writing

⋅ Memorandum to board and management of target corporation: review of representations and warranties

⋅ Notice of dissent and appraisal rights: CBCA non-distributing corporation

⋅ Notice of dissent and appraisal rights: OBCA non-offering corporation

⋅ Notice of members’ meeting

⋅ Notice of objection by dissenting shareholder

⋅ Notice of shareholders’ meeting to approve amalgamation: CBCA

⋅ Notice of shareholders’ meeting to approve amalgamation: OBCA

⋅ Notice of shareholders’ meeting: CBCA corporation

⋅ Notice of shareholders’ meeting: OBCA corporation

⋅ Notice to creditors: CBCA or OBCA amalgamation

⋅ Officer’s certificate: M&A

⋅ Proxy: CNCA corporation

⋅ Proxy: private corporation

⋅ Proxy: sent by management of a public company

⋅ Register of individuals with significant control: CBCA

⋅ Register of individuals with significant control: questionnaire to registered shareholders

⋅ Resignation of a director or officer

⋅ Resignation of a director or officer (CNCA)

⋅ Resignation of director: share acquisition

⋅ Secretary’s certificate: joint venture

⋅ Secretary’s certificate: M&A transaction

⋅ Senior management due diligence call agenda

⋅ Shareholder’s ledger

⋅ Shareholders’ meetings: chair’s script for annual meeting

⋅ Shareholders’ register

⋅ Shareholders’ resolutions: organizational resolutions in writing

⋅ Shareholders’ resolutions: resolutions in writing

⋅ Shareholders: organizational minutes of a joint venture corporation

⋅ Shareholders’ resolution approving amalgamation: OBCA

⋅ Shareholders’ resolution approving amalgamation: CBCA

⋅ Statutory declaration: CBCA amalgamation

⋅ Transfers register

⋅ Unanimous member agreement

⋅ Unanimous member declaration

⋅ Unanimous shareholder declaration
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