Wilson Marshall maintains a diverse corporate and business law practice. We act for clients across a broad industry spectrum, including: start-up and technology companies; real estate owners and developers; medical professionals; healthcare providers; financial services providers; contractors; manufacturers; retailers; distributors; and non-profits and governmental organizations. We serve as the registered and records office for approximately 400 companies and non-profit organizations. Our services include:
Advice regarding choice of entity and preparation of documents for the formation and organization of corporations (provincial and federal), cooperatives, societies, general partnerships, limited partnerships, limited liability partnerships, mortgage investment corporations (MICs), and joint ventures; preparation of registration documentation for extra-provincial organizations.
Advice and preparation of documents in connection with corporate alterations, reorganizations, and amalgamations.
Advice to buyers, sellers, and lenders in connection with the buying and selling of businesses; conducting due diligence; and negotiation and preparation of letters of intent, asset purchase agreements, share purchase agreements, amalgamation agreements, loan agreements, and related closing documentation.
Advice to issuers and investors in connection with the offering of debt and equity securities, including compliance with applicable securities laws (prospectus-exempt distributions, including pursuant to an Offering Memorandum).
Advice to officers, directors, and shareholders on matters of corporate governance, including director and officer obligations and fiduciary duties, conflicts of interest, shareholder rights, voting and proxy matters, conduct of directors’ and shareholders’ meetings; preparation of directors’ resolutions and shareholders’ resolutions; maintenance of corporate records; and negotiation and preparation of shareholders’ agreements.
Advice and preparation of documents for entrepreneurs and investors from start-up through financing and exit strategy, including preparation of term sheets, subscription agreements, and shareholder agreements; employment agreements; confidentiality agreements; employee stock-option plans; licensing agreements; and partner and re-seller agreements.
Advice regarding licensing, sales, agency, distribution, franchise, and other business contracts and agreements (including construction contracts), and negotiation and preparation of such agreements; advice regarding risk management and succession planning.