Patriquin Law is pleased to offer assistance to clients in the following areas:

Corporate and Commercial

Provincial and Federal Incorporations
Business Structuring
Purchase and Sale of a Business
Preparation of Shareholder and Partnership Agreements
Viability review of business plan
Drafting vending and service agreements
Taxation

Financing

Review and negotiation of loan or mortgage documentation
Review and negotiation of security agreements

Employment Law

Drafting employment agreements
Consulting on HR policies
Dismissal of employees

Real Estate

Preparation and negotiation of commercial leases
Landlord and Tenant issues
Tax concerns relating to purchase and sale of real estate

Intellectual Property

Trademark applications
Copyright applications
Trade secret protection

Provincial and Federal Incorporations
Business Structuring

You may have heard "through the grapevine" that it is wise to incorporate in order to save money on taxes and protect yourself from personal liability. Many businesses, in an effort to save costs, choose to incorporate themselves by use of a kit from Chapters or a paralegal. In almost every case, this is an example of "poor man's economics". In order to save a few hundred dollars, a business owner may unknowingly expose themselves to thousands of dollars in future losses or in tax liabilities. It is possible that a standard corporation may be the ideal structure for your business and will serve your needs. However, make an informed decision, and contact Patriquin Law.

There may be certain tax advantages available with a corporation, and a corporation can in many instances protect your personal assets from the liabilities of your business. However, these advantages are often subtle and require an expert to determine whether or not they are recommended for YOUR business. The issues that must be considered prior to determining if an incorporation is right for your business include, but are not limited to:

• The yearly gross revenue of your business.
• Your projections for gross revenue in future years.
• The type of business you operate.
• How much income you wish to have available to spend from year-to-year.
• The amount of your start-up/business operating expenses.
• The amount you wish to reinvest in your business from year-to-year.
• The speed at which your company intends to grow, both in gross revenue and size of your customer base.
• The losses, if any, that you expect your business will incur within the first few years of operation.
• Whether your business will require investors now or in the future.
• Whether your business intends to purchase property or equipment in order to operate the business.
• Whether your business will require bank and/or alternative sources of financing.
• Whether you have any unrealized business losses that exist prior to incorporation.
• How many partners, shareholders and employees your business has or intends to have.
• Whether you intend to compensate your employees with a 'profit-sharing' scheme.

If you have determined independently that you wish to incorporate a company and do not require any business structuring advice, we will incorporate your company at a very competitive rate. By using Patriquin Law, you can be confident that your incorporation is done carefully and in a timely fashion.
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Purchase and Sale of a Business

You may be considering the purchase of an existing business. Alternatively, you may be looking to buyout your partner or partners in your present business. Finally, you may be looking to sell all or part of your interest in your present business. Patriquin Law is equipped to deal with all types of purchase and sale transactions, and will recommend the best structure for you in undertaking this exciting venture.

The sale or purchase of a business is one of the most exciting times in a business person's life. Too often, however, in the excitement of the idea, or a fear of losing the opportunity to buy or sell the business in question, people fail to take the necessary precautionary steps to make sure they are not stepping into the shoes of another person's problems. It is important to hire a lawyer to carefully examine the business that you are considering. At Patriquin Law, we are dedicated to ensuring that your interests are protected, and will take all steps necessary to ensure that you are getting what you pay for.

If you require financing for the purchase of a business, Patriquin Law will try to offer some assistance in obtaining this financing. Alternatively, we will review the details of your financing to ensure that you are not left with unreasonable liabilities. As requested, we will negotiate directly with lenders on both the business terms of the financing as well as the legal terms of repayment and/or default.

In addition, as requested, Patriquin Law will directly negotiate with the vendor or purchaser of your business to ensure that you are getting the best deal, while protecting your relationship with the individual or individuals in question. With Patriquin Law on your side, you can be confident that we will do everything we can to have your transaction go smoothly, that you will get the best deal possible for your business, and that you will be able to operate your business in the future without unexpected liabilities arising, at least within the context of the purchase or sale.

If you are still skeptical about the benefits of a skilled lawyer in the purchase or sale of a business, ask yourself these questions:

• What happens in the event that the vendor of the business did not pay his or her taxes, or somehow made errors in his taxes, and Canada Revenue Agency comes to you as the new owner for the arrears/penalties.
• Do you know how to ensure that the various contracts (i.e. employment, leases, customer contracts) that were in place before the purchase of the business remain in place after the transaction is complete?
• What happens if some or all of the assets that you purchase are the subject of a security interest for a loan that the vendor of the business took out and that he did not reveal prior to the closing of the transaction?
• What happens if, after the purchase is complete, your company is sued for the conduct of the vendor prior to the closing of the transaction?
• Do you know how to structure that transaction to ensure that tax liability is minimized? Slight differences in the specifics of the structure of the purchase of a business can make the difference of tens or even hundreds of thousands of dollars in tax liability.
• Do you know how to ensure that the vendor of the business does not directly compete with you and take your customers or employees shortly after the purchase and/or sale of the business is complete?

Preparation of Shareholder and Partnership Agreements

The best time to enter into agreements between shareholders is when the business is just getting off the ground. Most business owners' priorities are focused on getting new customers and or developing the perfect "brand". These business owners assume that such time as "the money is rolling in", the cordial atmosphere that exists at the incubation period of the business will continue. This is the most common mistake made in operating family run businesses. Unfortunately, money often changes things.

The following issues can be addressed with a well drafted shareholder/partnership agreement:

• Do you wish to attract outside investors?
• What happens if one person wishes to purchase the shares/interest of the other?
• What happens if one shareholder/director is the subject of a tragic event that affects their ability to participate in the business?
• How can you get rid of a 'deadbeat' shareholder/partner?
• How and when are shareholders/partners compensated?
• When (if ever) should the shareholders/partners be obligated to contribute 'money to the business?
• What is done in the event of a third party offer for some or all of the shares?
• How is voting 'deadlock' addressed?

At Patriquin Law, we consider each company unique. A buyout mechanism that may work for one company may be pure poison for another. Prior to drafting a shareholder agreement, we will carefully consider many factors, which include, but are not limited to:

• The type of business that you are engaged in.
• The relationship between the investors.
• The finances available to each of the investors.
• The relationship between the investors and the operation of the company (i.e. will all investors be expected to work?).
• The future goals of the company as a whole, as well as the personal goals of each of the investors.
• The amount of capital that the company may require in the future.

Drafting vending and service agreements

Whether you sell clothing, operate a restaurant, or provide technological services, you will have legal relationships with people who either provide you a product or service, or to whom you provide a product or service. Many people assume that since they don't have a written contract in place, there is no legal relationship. This could not be further from the truth.

If there is one thing that is important to any business, it is the need for cost certainty in the relationships with those that provide them a service or product, or their customers. Without a well-conceived contract with each of these individuals, drafted with your specific interests in mind, you will be exposed to possible costs and liabilities that you cannot possibly anticipate without the assistance of a lawyer. With Patriquin Law on your side, you can be certain that each of these relationships is tailored to your needs. We can review your present or projected business model and the relationships that matter most to your business. Following this analysis, we will recommend the types of contracts and protections that you will need in order to protect yourself against unforeseen costs and liabilities in the future. We can review contracts that you have already entered into to determine possible unforeseen liabilities, or negotiate contracts that you have not yet entered into to ensure that you are properly protected. We will also design a 'standard form' contract that is unique to the needs of your business that you can use in many future transactions.
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Taxation

If business people have one interest in common, it is that they wish to pay less tax. The pursuit of this interest without proper professional advice can often lead to more decision-making and conduct that 'crosses the line'. Depending on the type of business that you operate, there are typically a plethora of options available that provide legitimate tax savings. As a taxpayer, you have the right to legitimately structure your business and business transactions in a tax advantageous manner. At Patriquin Law, with the assistance of a small business accountant, we will help you spot the areas in which you can save money, and will design solutions tailored to the needs of your business. In some instances, your business or transaction may require the assistance of a high level "expert" tax lawyer. Through our network of contacts, we will get you that advice in a cost effective manner.
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Drafting employment agreements

Many business owners assume that the most important part of an employment agreement are the salary and the hours of work. Most people do not realize that employment agreements can be used to protect trade secrets, customers, and income. At Patriquin Law, we have extensive experience in drafting and negotiating employment agreement designed to meet the interests of our clients.

Many employers suffer from one of the two following misconceptions:

1) As long as something is in an employment contract, and the employee signs it, it is enforceable; and
2) As long as there is no employment contract, the business has no legal obligations to its employees.

For many reasons, both lines of reasoning are dangerously flawed.

At Patriquin Law, we will meet with you to determine the unique needs and interests that you wish to protect. We will then work with you to design an employment agreement that carefully protects those interests, and ensures that these protections will remain enforceable in court.
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Preparation and negotiation of commercial leases

The commercial lease is often the most important contract to a small and medium-sized business. The rent payable under a commercial lease is the largest expense for most busineses. Further, many new businesses invest large amounts of money in improving the space in which their business operates, and need to protect that investment. Finally, the location in which a business operates is an important part of the identity of that business, particularly 'storefront' businesses such as restaurants and retail stores. A business needs certain protections of these proprietary rights. Patriquin Law will help you develop and fight for these protections.

What many business owners do not realize is that most commercial leases are designed to protect the interests of the landlord. In the average commercial lease up to 90% of the clauses are carefully designed in favour of the landlord. Many business owners are not aware that each of these clauses are open for negotiation, or simply do not understand how these clauses operate against their interests.

At Patriquin Law, we are dedicated to negotiating a commercial lease that serves the unique interests of your business, while protecting your investment and saving you money. We will meet with you to determine the needs of your business, and will review either your present lease agreement or proposed lease agreement under consideration in order to point out areas that you may wish to negotiate. Alternatively, we will intervene on your behalf and negotiate directly with the landlord, with a view toward protecting your relationship with the landlord while saving you money and protecting your investment.
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