Menear Worrad & Associates

LEGAL TEAM

Business/Corporate Law

“YOUR BUSINESS IS OUR BUSINESS”


Establishing and maintaining a business presents many problems and tasks of varying complexity.  Whether readily understood or confusing, Menear Worrad & Associates are undoubtedly familiar with them.  Whether advising upon formation or establishment of a business endeavour or determining through what form of legal entity that endeavour should be conducted, Menear Worrad & Associates seeks to be a worthwhile investment. The ongoing operation of your business and the realization of a successful business model requires legal insights which Menear Worrad & Associates is privileged to provide.  Whether working through acquisition or sale transactions or addressing business or tax motivated arrangements, Menear Worrad & Associates will work with your accountants and other trusted professionals to make sure your business thrives. Menear Worrad & Associates understands that our success is directly a result of the success of our clients to not only establish their business plan but to see it through over time.

SETTING UP A BUSINESS

Menear Worrad & Associates has helped hundreds of entrepreneurs to establish the appropriate vehicle for carrying on business both locally, provincially and federally.  Whether acting as a sole proprietorship, partnership or through a corporation, Menear Worrad & Associates understands the practical business, cost and tax considerations involved.  Our goal is to have the business model address not only the commercial needs of the entrepreneur but his/her budget as well.  Depending on the business vehicle utilized, Menear Worrad & Associates can assist with the maintenance of record keeping and required filings from year to year.  As your business evolves, Menear Worrad & Associates can recommend any amendments to the structure.

SHAREHOLDER/PARTNERSHIP AGREEMENTS

Should a business owner choose to incorporate, a Shareholder Agreement amongst investors who are prepared to inject capital into a corporate vehicle may be necessary.  Shareholder Agreements require an understanding of, not only the business of the corporation, but the basis upon which the business owner includes investors in the ongoing management of the corporation.  This would require decisions affecting the distribution of decision-making power and specific responsibilities.  A Shareholder’s Agreement identifies and distinguishes between active and passive investors.  It also establishes dispute resolution mechanisms and appropriate methods for determining share purchases and sales as between shareholders and with third parties.

Where a business owner has not chosen to incorporate, it may be more then one entrepreneur is vitally involved in the ongoing operation of the business.  To this extent, Partnership Agreements may be suggested and, in particular situations, the establishment of a Limited Partnership may be recommended.  Partnership Agreements, limited or not, assign responsibilities and organize the operation of the business.  This may also be used to avoid liability.

Once the business is up and running, Menear Worrad & Associates will work with clients to address any differences of opinion amongst shareholders or partners as the case may be and may refer to any agreement which has been established to avoid ongoing misunderstandings and to address respective roles and rights.  It is recommended that such agreements be utilized as a dispute resolution mechanism in order to avoid costs related to ongoing disagreement.

MERGERS and ACQUISITIONS, PURCHASE and SALE OF ASSETS

Menear Worrad & Associates strives to be a “business” oriented law firm.  As a result, whether you are buying or selling assets or shares, Menear Worrad & Associates attempts to analyze the client's goal and develop a strategy to realize that goal.  In consultation with your Accountants and other trusted advisors, Menear Worrad & Associates will strategize the best vehicle for achieving an acquisition or sale while addressing any tax consequences arising from the same.  Helping you where requested, we will assist in the negotiation and drafting of a letter of intent as well as preparing the definitive agreement, conduct of due diligence and preparation of any and all finalizing agreements including Non-Competition, Confidentiality and Indemnification Agreements.

FINANCING

Our service is not limited to maintenance of internal relationships amongst the entrepreneur and any partners.  It extends to relationships with lenders and financing alternatives related to short and long term borrowing as well as combined debt and equity packages as well as venture capital and institutional of private placements.  Whether acting on behalf of a borrower, a lender or an investor, Menear Worrad & Associates can advise upon, help draft or assist in the negotiation of any documentation necessary to facilitate debt or investment agreements together with the preparation of any necessary security and its registration.  Menear Worrad & Associates is familiar with any and all debt and security arrangements including Debentures, General Security Agreements and mortgaging.

ROLLOVERS and TAXES

Where it is necessary to restructure the holdings of the entrepreneur, Menear Worrad & Associates has worked with many Accountants to help design and document tax sensitive “rollovers” of assets between shareholders and related corporations as well as the establishment of “purpose built” corporations addressing a myriad of ongoing tax motivated planning as well as long term estate planning needs.

CHARITABLE and NOT FOR PROFIT CORPORATIONS

Over the years, Menear Worrad & Associates has been privileged to assist in the incorporation and organization of many charitable corporations and foundations.  Whether these non-share capital entities are incorporated or not and are for educational, religious or community or individual health or welfare betterment, we have been proud of our role in assisting the formation and maintenance of these non-governmental organizations that contribue so much to the quality of life, in our community and beyond.  We welcome requests to advise upon the legal structure and ongoing legal issues of these institutions.

Related to our experience with non-share capital charitable organizations is the extensive work that we have done with other non-share capital organizations formes for other “not-for-profit” purposes.  Social, sporting, special interest and activity groups, hobbyists and fraternal organizations have been assisted by us in their formation, the structure of their “constitutions”, and the determination of their municipal tax statuses and other tax considerations.  Whether your group is considering incorporation or not, we will be happy to discuss the pros and cons of organizational options.

WINDING DOWN/WINDING UP

Every entrepreneur must consider market conditions, employee problems, disputes amongst interested parties, technology evolution, financial pressures, family situations as well as age and health in order to determine the best decisions in the ongoing germinations/evolution of a business plan.  Menear Worrad & Associates understand that a lawyer plays an important role in determining not only an entrance but an exit strategy.  Ultimately, it is the value of legal advice given by Menear Worrad & Associates which we understand to contribute greatly to the success of any initiation or execution of a plan. 

It is for these reasons that the legal team of Menear Worrad & Associates takes its role seriously and looks forward to the privilege of assisting its clients at every turn.

Ultimately we understand that our opportunity is our responsibility, and we look forward to navigating a business plan together with our clients.  Our goal is to achieve your goal.