Corporate Transactions

Structuring and negotiating the agreements that drive business growth, drafted by lawyers who know exactly how a poorly written contract reads from the other side of a courtroom.

Scope of work

• Incorporation & corporate organization
• Shareholder & partnership agreements
• Asset & share purchase transactions (M&A)
• Commercial & supply contracts
• Joint ventures & royalty agreements
• Commercial leasing
• Franchise & licensing agreements
• Financing & corporate reorganizations

Transactional work is rarely called glamorous, and few lawyers truly relish the close, demanding scrutiny that careful drafting requires. We do. A litigation background is the firm’s advantage here: the ability to negotiate and review documents while spotting the provisions that look harmless today but set up an opponent’s argument tomorrow. Complex-litigation skill belongs in the negotiation room and over the drafting table, not only in the courtroom.

The most common failure we see is a lawyer who reads a contract in isolation: clause by clause within a single document, and document by document without seeing how they fit together. A contract is a jigsaw puzzle. Without the perspective to see how one provision bears on another, and how one agreement bears on the related agreements and relationships around it, a transactional lawyer can quietly set a client up for the very dispute they were retained to prevent.

In modern business, the written contract should be treated as mandatory. The deal on a handshake is long gone; if a prospective partner or contractor bristles at putting terms in writing, that reluctance is itself worth examining. A well-built contract protects both parties and works best when each side negotiates from a position of roughly equal information, which is precisely what good counsel helps to create.

The firm advises on incorporation and corporate structure under Nova Scotia’s Companies Act and the Canada Business Corporations Act, and drafts, reviews, negotiates, and comments upon the full range of commercial agreements: shareholder and partnership agreements, share and asset purchases, joint ventures, royalty and development agreements, procurement contracts, commercial leases, franchise and licensing arrangements, and e-commerce terms. The principles are the same across every one of them, the same care that goes into a detailed motion in a hard-fought file.

“I am not the kind of lawyer who tells everyone they need counsel for everything. But in a commercial context I believe it is critical to retain effective counsel: to work alongside the client, expose the issues, mitigate potential harm, and strengthen the contractual protections.”

Derek Brett