Nelson Osamudiamen

Jason R. Ford

Corporate Commercial Transactions

We have negotiated, reviewed, and prepared a diverse range of commercial agreements, from non-disclosure and non-solicitation arrangements and consulting services agreements to licensing and distribution arrangements and information technology hardware and software agreements. Corporations seek our advice on a broad spectrum of commercial issues, including contract drafting and interpretation, strategy, and negotiations.

We provide sophisticated legal services to smaller companies without the luxury of in-house counsel. We help them with initial set up of standard precedent agreements, including confidentiality and non-disclosure agreements, employees and officer employment agreements, purchase orders, and various service agreements.

A lot of work goes into starting a new company; on top of realizing your personal goals, there are several other aspects to consider that relate to the success of your business. Ford Nelson Lawyers will help identify these aspects and implement objectives that will set the foundation for your company to achieve its goals.

We will advise you on the type of incorporation that will best suit your company, including which structure and in what jurisdiction. We can also advise you on how to best organize your company based on your goals and present situation.

After we have agreed on your company’s needs, we will prepare your Articles of Incorporation, corporate By-Laws and organizing resolutions, issue shares and other corporate matters, and make necessary corporate filings on your behalf.

We will continue to act as facilitators to conduct annual corporation requirements, including any changes to officers and directors, and operate in conjunction with your accountant to ensure annual resolutions.

As part of the incorporation process we will ask you to assist us by providing:

  • The preferred name(s) of your corporation for a NUANS name search
  • The names, addresses and nationality of the initial directors and officers
  • Your company will require a President and Secretary (who may the same person) and such other officers as you may choose
  • The address for your company
  • The types of shares you wish to be able to issue. You may wish to consider using various classes and types of common shares and preferred shares, including dividend-paying shares, profit participating shares, non-voting shares and others
  • Who will be receiving shares, how many and at what price
  • Who will the company’s auditors or accountants be
  • Your year-end date – typically a calendar year

Ford Nelson Lawyers is also adept at restructuring existing companies and has a wealth of experience with shareholder agreements and management of extra-provincial and extra-territorial registrations of Alberta companies. Utilize our expertise to help guide you through these vital steps in incorporating and setting your company goals.

Ford Nelson Lawyers works closely with companies to understand their vision and objectives in cases of mergers and acquisitions. We have assisted clients to complete acquisitions and divestitures, and have become skilled at negotiating and drafting letters of intent, asset purchase agreements, share purchase agreements, shareholder agreements, employment agreements, stock option plans and option agreements and all manner of documents involved in an acquisition or corporate sale.

We offer practical guidance and efficient legal services to complete your acquisition or corporate sale on time without vying for billable hours. As part of the process, we will help you to consider:

  • Structuring the payment of the purchase price through create earn-outs
  • Evaluating the benefits of a share vs asset purchase
  • Identifying risks and contingent liabilities
  • Real property and equipment lease analysis
  • Security for the payment of future earn-outs and personal guarantors
  • Releases from current secured creditors and lenders
  • Conducting PPSA, bankruptcy, Bank Act, insolvency and other searches on the target corporations
  • Ensuring that you have obtained appropriate releases from Sellers
  • Drafting promissory notes, general security agreements, share pledges and escrow agreements, option plans and agreements, directors and shareholders resolutions, officer’s certificates and corporate opinions.

Ford Nelson Lawyers assists numerous small and mid-size corporate clients to complete debt and equity financings, preferred share offerings and debt conversions. We examine our clients’ capital structure and use our knowledge and experience to better align your capital structure with the company’s needs. Our aim in the creation or expansion of a business is to maximize its financial potential so your company can meet and exceed capital expectations and enhance shareholder value.

We provide expertise in connection with:

  • Developing preferred share and participating share provisions;
  • Option agreements
  • Debentures
  • Debt Conversions
  • Secured promissory notes
  • General security agreements
  • Assignments of Accounts Receivable
  • Shareholder Agreements
  • Partnership Agreements

Regulations on public companies across Canada are extensive. We assist our public company clients with disclosure compliance and governance requirements, as well as quarterly and annual reporting. We prepare and review management discussion and analysis (MD&A), quarterly compliance certificates, distribution and dividends, annual information forms, management information circulars, proxy materials and annual meeting materials on a cost-effective basis.


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