What is a valuation date?

What is a valuation date?

During a marital breakdown there are a number of issues that need to be addressed before both spouses can move on to the next chapter of their lives. Depending on the length of your relationship there may be a number of assets that require equitable division. In most cases, matrimonial property can include all property accumulated during a marriage including both assets and debt. A variety of assets are captured including bank accounts, savings, RRSPs, the matrimonial home and other assets purchased during the course of the marriage.

In Alberta, Canada’s federal Divorce Act handles the legal landscape for both child and spousal support as it relates to divorce whereas Alberta’s Matrimonial Property Act outlines the division of matrimonial property. On January 1, 2020 amendments will come into effect changing the name of this Act to the Family Property Act and extending property division rules and criteria to adult interdependent partners. As a starting point, if the couple has a pre-existing agreement in place (e.g. pre-nuptial or co-habitation agreement) the division outlined in this agreement applies.

In the absence of such an agreement, the married couple has the option of coming up with their own property settlement contractual agreement outside of courts, however this legislation provides a fallback solution for the Courts to decide. Regardless of the pathway used the couple requires independent counsel and full, accurate financial disclosure to ensure the agreement’s enforceability.

Family law can be complicated and its always advisable to contact a local Edmonton divorce lawyer to understand your legal rights. Divorces and separations can be lengthy processes, especially if handled in court as opposed to mediation or collaborative law settings. As a result, a “snapshot” date has to be selected in order to assess a monetary value of all matrimonial property, also known as the valuation date.

Ideally, the separating couple secures as much supporting documentation as possible regarding income, property and debt values at the time of separation to facilitate monitoring changes that occur during the course of separation. Ultimately the valuation date is decided by the court after hearing both sides out. Although some assets are fairly straight-forward to value (e.g. bank balances) other assets can be challenging such as real estate or family-owned businesses. Certain assets may not qualify as matrimonial property.

Both parties have an obligation to be honest with one another by fully sharing financial information regarding all property each party owns. Even if the property is owned with someone else or located outside Alberta, there exists a duty to inform your spouse of it. This includes sharing any information on a property you may have gotten rid of in the past year. Typically this process is accomplished by a Notice to Disclose Court Document and results in a complete listing of all assets along with current values and dates and value when they were originally purchased at. These assets may fall into a variety of categories as per the Matrimonial Property Act. The debts acquired during this period are listed as well.

The Alberta Rules of Court also outline additional ways to secure financial disclosure through questioning under oath or through written questioning or in person. Not all property will necessarily be divided equally as certain categories are distributed based on what is fair in the circumstances.

In order to ensure compliance with the law and understand what you’re legally entitled to, it is advisable to retain the assistance of your family lawyer to help in populating your list. Once this information is submitted, the court will hear legal arguments and identify assets that qualify as matrimonial property and deliver the verdict on both asset value and division.

The judge will decide what is fair based on a variety of factors outlined in the legislation including:

  • Any pre-existing agreements between the spouses;
  • Income and earning capacity of each spouse;
  • Roles and contributions of each spouse during marriage;
  • Length of marriage; and
  • Prior court orders

The full suite of considerations is outlined in section 8 of the Matrimonial Property Act.

Speak with an experienced family lawyer today to better understand your legal rights as it relates to property division.

At Verhaeghe Law Office, our Edmonton divorce lawyers have experience in effectively dealing with matrimonial property issues and finding a timely resolution that is fair and equitable for both sides. Please contact us for a consultation today or by calling 587-410-2500 and speak directly with our legal team.

Note: This blog offers general information for your convenience and does not constitute legal advice. You’re encouraged to seek legal advice to better understand how family law may be applied in your specific situation.

Effective Strategies For Purchasing A Business

For an existing owner selling a business, their main concern is how they can maximize the sale price for their business.

On the other side, when buying a business, the main concern is how you can ensure that you will generate as much or even more profit in the future if you buy this business.

You need to advise the seller on useful and meaningful disclosure. The buyer needs to know that all liabilities and advantages have been assessed and disclosed to feel confident about the purchase.

Verhaeghe Law Office has served a wide assortment of clients with support and advice about multiple issues involved in the sale and purchase of businesses, including:

● Drafting a share purchase or asset agreement
● Verifying the data for the estimation of a fair purchase price
● Writing warranties and representations that are to be made by the seller
● Drafting payments of the seller
● Drafting non-solicitation and non-compete articles for departing owners
● Conducting agreements between the buyer and the seller
● Drafting sufficient financing for the sum of the purchase price
Exceeding Client Expectations
In addition to determining whether the purchase price is reasonable, we draw on our expertise to look at the due diligence information submitted by the seller. We help our clients answer questions such as:

● What are the limitations that the buyer will have when trying higher profits in the future?
● Which permits are required?
● Who are the central employees, and will they remain after the conclusion of the transaction?
● What intellectual property does the seller have, and can the buyer use it?
● Do we own or have a licence to use their software?
● What about enhancements and upgrades to software and software code? Are there trademarks, patents, or other corporate know-how that we will need to obtain?

Careful due diligence is necessary when acquiring a business. Our lawyers combine their understanding of our different practice areas to help our clients. We negotiate the terms in a purchase agreement to protect our client's investment.
Effective Completion Of Transactions
Purchasers of businesses want to close their transaction as soon as possible, and on the best terms. Our knowledge of business, regulatory, and tax issues combined with our litigation experience gives our clients the information they need to acquire a business without fault.

We can efficiently meet the concerns and needs of our clients when purchasing a business. Our lawyers move matters economically and accurately throughout the sales process. We also save labour and time through our team of law clerks and paralegals and to complete the appropriate tasks accordingly.

If you are in the midst of selling or buying a business, contact the legal team at Verhaeghe Law Office. Our experienced and knowledgeable lawyers based in Edmonton will make sure the acquisition or sale of your company meets all legal requirements.

Common Legal Issues faced by Businesses and Small Business Owners

Common Legal Issues faced by Businesses and Small Business Owners

Owning and operating a business comes with many perks but also some disadvantages - the looming threat of civil litigation being one of them. Lawsuits can cause considerable damage to your business' reputation and finances. Here are some of the most common factors that lead to legal issues for businesses:

Disgruntled Employees

Workers can form unions to increase their bargaining power against their employer to better their working conditions. This power also gives them the ability to come together and prepare a lawsuit if needed. Make sure to have a terminated employee sign documents drafted by a lawyer to ensure the terms of dismissal are clearly stated. It is essential to be familiar with workers rights to avoid inadvertently breaking any laws. Failure to do so leaves the door open for legal action against your company.

Discrimination or Harassment Cases

Whether it be sexual, age, ethnic or otherwise, discrimination in all of its forms can cause serious issues for your business. Ensure legal and human resources departments are well-suited to handle these issues adequately if they arise. When hiring, have all of the applicants' resumes on hand to prove you are making your selection regardless of ethnicity, age, or gender. Hold meetings regularly to oversee relations between employees and ensure discrimination is not occurring on a smaller scale. Office cliques should not be influencing decisions made by lower and middle management.

Sexual, racist or any other type of harassment can quickly turn a workplace toxic. Having periodic meetings to address employee concerns and reiterate company policy helps eliminate the likelihood of these offences occurring. Serious transgressions should be dealt with quickly by terminating offenders. Discrimination and harassment victims garner lots of media attention, which can damage your company's reputation and drain your budget. Be proactive by ridding your business of these problems before they start.

Immigration Audit

Make sure everyone in your company is legally able to work in Canada. Use police background checks to ensure false documents do not get past your management. Businesses found to be using illegal labour face crippling penalties.

Patent and Copyright Issues

Many companies in the tech and creative industries must deal with aggressive patent and copyright lawsuits. Be sure to do thorough research during the development phase of every project, or risk a messy legal battle should cross into a competitor's territory.

Dissatisfied Customers

Upset consumers can file class-action lawsuits by gathering a large group of customers to fight a company over broken promises, misleading services, or faulty products. These lawsuits can break your brand's image beyond repair. Be proactive about issues that arise by having sufficient tech support in place and recalling flawed products. Consumers appreciate companies that are honest about their shortcomings rather than those that try to cover them up.

Other Legal Issues

These are just a handful of the legal problems businesses face today. Several others include tax litigation and disputes with contractors and competitors. A hands-on approach and effective communication goes a long way with both employees and consumers when issues arise. For more information of how a Corporate Lawyer can help you, click here.

Please feel free to call on the Corporate Lawyers at Verhaeghe to help you with your start-up business, small business or medium to large business. We assist corporate businesses across Alberta to help them get in front of situations before they become big problems. As small business owners ourselves, we understand the challenges being faced by business owners in these new uncertain economic times. CONTACT US.

Are Companies Reckless With Your Personal Data?

Are Companies Reckless With Your Personal Data?

We live in an age where technology rules both our personal and business lives. Take a step back and think of the last time you signed up for a service online and actually read the Terms of Service (TOS) and Privacy Policy (PP) before pressing “OK.” Our team at Verhaeghe Law Office is betting you’ve never read one, but you’re not alone. In a study conducted by Jonathan A. Obar from York University and Anne Oeldorf-Hirsch from the University of Connecticut, 98% of participants consented to some pretty outrageous agreements when signing up for a fictitious social network site, Name Drop. Those terms, you ask? They agreed to give up their first born child as payment, and anything the user shared would be sent to the National Security Agency.

We’re not here to scare you into reading the ToS and PP of everything you sign up for, although you should. Many times, the language used in the documents is too complicated and redundant for most people. Sadly, many people think that the worst companies will do is sell their name and email to third parties for advertising purposes. In some cases, companies will have you agree to waive your right to collective bargaining so you can’t put together a class-action lawsuit, instead you have to settle your legal issues directly with the company. We’re guessing you don’t have several millions of dollars laying around your home to use toward battling them in court over the course of a few years.

What is PIPEDA?

On November 1, 2018, the addition of the Breach of Security Safeguards Regulations to the Personal Information Protection and Electronic Documents Act (PIPEDA) went into effect. This law imposes new mandatory notification obligations on companies should a breach involving consumers personal data occur. So what does this mean for you? It requires companies, even privately-owned entities, to have the right procedures, technology, and capabilities to both identify and quantify the details of the breach. With this, they must have the correct procedures in place to report breaches to the proper authorities.

What Are My Rights?

You have the right as a consumer that any identifiable information you furnish in good faith to a company will be protected. The Office of the Privacy Commissioner of Canada lists the following as personal information:

  • Race, national or ethnic origin
  • Religion
  • Age, marital status
  • Medical, education or employment history
  • Financial information
  • DNA
  • Social insurance number or driver’s license.

Companies are now required to provide sufficient information to enable a consumer “to understand the significance to them of the breach and to take steps, if any are possible, to reduce the risk of harm that could result from it.” The law states that notices to the affected individuals must contain:

  • The day on which the breach occurred
  • A description of the personal information that was the subject of the breach
  • A description of the steps taken by the organization to mitigate the risk of damages
  • A description of the steps the affected individuals can take to reduce the risk of damages
  • Contact information for the affected individual to obtain additional information about the breach.

So, while you might not read the ToS or the PP of everything you sign up for online, you can rest assured that you will be notified in the case of a breach with specific details of the incident. Along with that notification, you will receive steps you can take to reduce or mitigate the risk associated with the breach.

If you feel a company didn’t safeguard your information or if you were harmed due to a security breach, please give our team a call at (587) 410-2500. Our lawyers are experienced in dealing with cybersecurity law and we work with cyber-security experts to help lock down and safeguard our clients data.

Richard Verhaeghe has been a guest speaker for the Legal Education Society in Calgary on several occasions and has helped small businesses including other Law Firms to transition to the “Cloud” and secure their data and has written several papers on this topic.

In a time where everything is migrating to an online platform, it’s nice to have a dedicated team ready to defend your rights on the information superhighway.

Why You Shouldn’t Leave Incorporating Your Business To Chance

Why You Shouldn’t Leave Incorporating Your Business To Chance

Your business is your livelihood. Even though you might have started it or inherited it, incorporating it isn’t a one-off, easy task. At Verhaeghe Law Office in Edmonton, AB, we find that many small business owners assume they don’t need a lawyer to help them with so many different do-it-yourself guides out there. That can’t be further from the truth. Why? Because incorporation documents are not a one-time activity, and they lay out the structure and purpose of your company going forward.

Why Incorporate Your Business?

To understand the complexities of incorporating your business, you first should know the reasons business owners do it.

  1. Personal Asset Protection - Business owners’ private property (e.g., house, car, etc.) are protected from business debts and claims.
  2. Tax Flexibility & Incorporation Tax Benefits - Incorporating allows businesses to deduct medical insurance, travel expenses, and other daily business expenses.
  3. Brand Protection - Incorporating safeguards your brand, which is an often overlooked benefit.
  4. Perpetual Existence - This simply means that the business continues despite any change in membership or the exit of the business owner or member.
  5. Deductible Expenses - Premiums that you pay on behalf of your company for medical insurance are 100% deductible when incorporated.

As you can see, there are many benefits from a monetary standpoint and mitigating personal liability perspective. Your business becomes its own entity while you continue to reap the rewards of your hard work. That’s even more reason to ensure that you find somebody with the expertise to handle incorporating your business. It can set you and your business up in the best possible position now and into the future.

Steps To Incorporating Your Business

According to the Innovation, Science and Economic Development Canada website, there are five steps to incorporating your business.

  1. Naming Your Corporation
  2. Completing Articles of Incorporation
  3. Establishing The Initial Registered Office Address And First Board Of Directors
  4. Filing Forms & Paying Fees
  5. Processing Your Application

While the ISED lays out the steps, our team can help ensure that the specific needs of your corporation are met. Canada, as a whole, applies very rigorous standards when granting names, as they need to be distinctive enough that people will not associate them with another organization or business.

Next comes completing and signing your articles of incorporation, which establishes the structure of your corporation. Any amendments or changes to this document incur a $200 fee.

Then, you must establish an office address where your corporate records and official documents will be served on the corporation. Since this address is corporate information, it is required to be made public. After this is established, you must file the appropriate forms for the type of corporation you’re establishing and pay the relevant fee.

Finally, your application will be processed, but it must include these three items to be considered complete:

  • Includes all necessary documents
  • Forms are complete and signed
  • Fee is included

Provincial and Territorial Registration

As you can see, the steps to incorporating your business are quite the process. Even after you’ve completed them, you also need to register with the Province and Territory within which you do business. Typically, provinces and territories require newly incorporated businesses to register within a few weeks.

It’s important to seek the help of our team of lawyers to ensure your business is incorporated to suit your needs. The steps to achieve incorporation can be difficult depending on your business, and you owe it to yourself and the future of your company to make sure that you’re set up correctly. For more information about how we can help you, give us a call at 587-410-2500 . We have a team of corporate and commercial lawyers ready to assist you in this exciting new venture for your business.

5 Legal Tips for Small Businesses

Ways to Make Joint Custody Work

If you have an excellent idea for a business, yet have never owned one before, then one of your first stops should be to a lawyer's office. There are an incredible amount of legal loopholes that you have to jump through to open up your business, and complying with the law will keep your doors open and your reputation intact. Here are five tips when it comes to the legal side of owning and operating a business.

Budget More than You Think You Need

Legal expenses (not just fees to lawyers, but fees for licenses and registering your business) add up quickly. You will almost always be paying more than you calculated initially due to issues that may pop up and back and forth with licencing bodies. You should discuss the estimated total legal fees with your lawyer at the beginning, while will help you to budget, but understand that you will probably need more.

Get a Lawyer experienced in Small Business and Startup Law

When you are hiring your lawyer, you should consider one of two options: hiring many lawyers each with unique specializations or hiring a lawyer from a firm that has multiple specialties. If possible, it is great to have a small business lawyer represent you who works in a practice that has experts in multiple areas, so that you have consistent service from specialists who understand your case.

Get Licenced

Not having your licence, whether it is a liquor licence, lender licence, professional licence, or even standard business licence, can get you into a lot of trouble. Not being adequately licenced, just like with driving a car without a licence, can result in fines and even jail time. Some licences you can apply for before you have a business, while others you need to have a business to be able to apply for. In the interim, you cannot provide the services that your licence would permit you to provide the public. You can, however, run on a modified basis - for example, a restaurant can still serve food and non-alcoholic beverages while they are waiting for their liquor licence to come through.

Don't Forget About Human Resources

While you have to have all aspects of your legal life taken care of when it comes to running your business, you have to be compliant with all legalities surrounding your employees. You need to make sure that you pay on time and appropriately, that you are following all legal minimum standards, and have all health and safety codes in place. A lawyer can help you design your employment contracts and all codes so that they are legally binding and will hold up in court. A top business lawyer can also advise and help draft policy manuals to help avoid labour problems and work place harassment/ sexual harassment law suits.

Do What You Can While You Wait

If you are waiting for a licence to come through, or paperwork to be completed, do not sit around and wait. Get working and get your business off the ground as much as possible. Business moves fast, you have to move faster.

Legal Advice from Verhaeghe Law Office

If you need corporate law help in Edmonton then contact Verhaeghe Law Office. Our law firm has business lawyers who can help you establish your business and take it to new heights. We have helped 1000’s of start-up businesses grow to small businesses and larger. Contact us today!

9 Costly Mistakes to Avoid as Executor of an Estate

9 Costly Mistakes to Avoid as Executor of an Estate
Have you been named executor of your deceased loved one's will? This is a critically important role. To avoid any missteps along the way, here are 9 costly mistakes to avoid from the start.

When a loved one dies, you know that planning the funeral and dealing with the emotions associated with the loss is only part of what you need to think about.

You'll also need to understand how to settle the estate and distribute the assets out to any beneficiaries.

If you've been declared as the executor of an estate, this will be your responsibility.

This can sometimes be an involved process -- and it's easy to make a mistake.

This post will tell you what you need to look out for so that you can avoid some of the most common mistakes made when estate planning.

We'll also let you know where you can find proper legal help to make things easier.

1. Not Moving Quickly Enough

We know that the emotional pain of losing a loved one can make it hard to move forward with the probate process.

But as an executor of an estate, it's important that you understand time is of the essence -- and that waiting too long to begin will make the process even harder.

Remember that the longer you wait to begin, the higher your taxes will climb. Creditors will start to hound you, and of course, those who stand to inherit something from the estate will begin to get frustrated.

Plus, the faster you move, the better that you'll be able to protect all the assets of your estate. If you're inheriting something like a home or another piece of property, you need to make sure the home and the things in it aren't left vulnerable.

Additionally, you might be subject to nonpayment penalties when it comes to taxes or mortgages on the home.

Above all, ensure that you get control over the accounts, debit/credit cards, and other financial records as quickly as possible.

You don't want to cause any strain between yourself and your family members, and you also don't want to be taken advantage of.

2. Jumping the Gun on Distributions

While you're of course aware that there can be a penalty or other problems if an executor fails to distribute, taking those distributions too early can also cause you some serious problems.

You'll need to hold off on making those distributions after liabilities and taxes have been paid. If you make those distributions before then, you as the executor of the estate will be held responsible.

Making these types of early distributions is often referred to as "at risk distributions."

If you end up with a sudden claim but have already made distributions, you don't want to have to pay penalties and fees.

Even if you miscalculated even slightly, the fact that you made early distributions could land you in hot water.

So, in short: when in doubt, wait it out.

3. Not Working to Create a Detailed Asset Inventory

One of the best ways to not only keep the peace between heirs of the estate, but to also ensure that the process goes as smoothly as is possible?

Making sure that you've worked to create an asset inventory of the estate. This is especially key if you have real estate to deal with.

Be aware that this inventory list should have only what's been gathered and given to an administrator to take control over.

You should also consider things like jewelry, cash found in the home, specific family heirlooms, pieces of furniture, and much more.

What about royalties, bank accounts, or investment accounts?

And will these assets be given to estate heirs by the will, or through the process of intestate succession?

These are all important things to consider -- and if you have older relatives who are still living?

You might want to think about sitting down with them now and going over the assets that they have.

Though the conversation may be awkward and even emotional, it will increase the chances that things go the way your relative would have wanted once they've passed away.

4. A Failure to Hire a Lawyer

The truth is that the probate process can get incredibly complicated very quickly -- especially if you're the executor of an estate.

You might think that you're familiar with the process in general, but find that the specifics of the estate you're controlling are simply too tough for you to handle.

Even if you don't hire a lawyer to guide you through the entire process?

It's a smart idea to at least schedule a consultation with a lawyer before you begin.

This way, you'll be able to figure out the next steps to take, and whether or not your case will be complicated enough to hire a lawyer.

Remember that, in addition to a lawyer, you may also want to speak with a financial planner or a CPA. The same goes with real estate professionals in the local market, as well as estate planning professionals.

We strongly suggest that if the estate is located outside of the city where you live, that you rely on a legal professional to help you.

5. A Lack of Detailed Records

Earlier in this post, we spoke about how it can sometimes take several years for an estate to be settled completely.

But when beneficiaries want a quick payout?

They can put pressure on you to speed up the timeline.

They may even become suspicious about what you're "really doing" with the money and the assets.

To help them to understand the process -- and to clear your name of any potential wrongdoing -- it's important that you keep as many records as possible. This becomes even more essential if the investments made in estate financial accounts have dropped in value.

You need to create a paper trail that proves that you as the executor have done your due diligence when it comes to communicating with lawyers, financial planners, and more.

The more transparent that you're able to be, the less likely you are to have serious problems on your hands down the line.

We recommend that you begin the entire estate process by reading the will out loud to all of the beneficiaries.

This will cut down on the potential for misunderstandings and will prevent beneficiaries from making untrue or unfair claims down the line.

6. A Lack of Understanding of an Executor's Responsibilities

You also need to make sure that you can answer the basic question, "What is an executor of an estate?"

Many people think that they understand the responsibilities they will need to take care of -- but often, there's a lot more to the process than they realize.

They also fail to understand how they'll legally be held responsible for the estate and the assets within it.

In other words, it's not just about getting the money out to any beneficiaries.

You'll need to make sure you've listed and taken care of the cost of administrating the estate, that you have the ability to remain impartial, and that you're doing things as the deceased would have wanted.

You'll be responsible for making sure you allocate any taxes between the beneficiaries, and that you liquidate securities if needed.

You also need to make sure that you pay any taxes on properties owned by the deceased.

You also need to work to make sure you don't miss any of the estate's mortgage, car, or other forms of insurance payments. Even if you hire a lawyer to help you, know that, as the executor of an estate, you'll still be held responsible.

7. Problems with Digital Assets and Records

You know that our dependence on technology is greater than ever -- but did you know digital records also play a serious role in the probate process?

Even if you have the login names and passwords to the deceased's accounts?

You will need to make sure you're not committing a crime by going into them.

Be aware that some provinces don't allow you to access those digital accounts because this is seen as a violation of privacy laws.

We strongly suggest that you have a lawyer on your side if you'll need to deal with digital accounts. The last thing that you want to have happen is for you to end up being charged with hacking.

8. Waiting Too Long to Put Real Estate up for Sale

We understand that it can sometimes be a challenge to put up a loved one's home for sale after they've passed on.

But as an executor of an estate, it's essential that you act as quickly as you can in order to make the greatest possible gain on the property.

Try to take your emotions out of selling the home.

If needed, hire a professional organizer, home staging company, or cleaning service to come in and help you to speed up the process. Dedicate a weekend with other family members to meet and go through the items in the home.

You'll need to decide whether or not the home is in need of renovation or any repairs. If so, be aware that this will add to the overall timeline of the sale.

You might even consider selling your home for cash, especially if you need access to capital as soon as possible. A cash home buyer is also an excellent option if the deceased's home is in particularly bad shape.

Also, be aware that as soon as you're made the executor of an estate, you have the ability to list the property for sale.

The sooner you move on this, the better.

This is because you'll be able to field multiple offers, which will often lead you to getting a much higher one than you would if you're in a rush to sell.

Remember that you can't actually close escrow until you have letters of administration in hand. Just be upfront about this fact when you communicate with any potential buyers.

9. Improperly Closing the Estate

What happens if an estate is not settled?

In short, nothing good.

Many unaware executors think that, as long as the money has been distributed to the beneficiaries, their work is done.

This couldn't be further from the truth.

First, you'll need to pay off any of the debts associated with the estate -- which means you'll need to let creditors know that you're now in charge.

You should have filed tax returns and made tax payments and made a file final accounting agreement with your probate court. This is essentially the list of all the assets and expenses associated with the estate.

If you want to avoid a hearing, you'll need to have all of the beneficiaries sign this file final accounting. Then, you'll need to actually make the distributions themselves.

Finally, you must file a closing statement to the probate court. Essentially, this document proves that you've made all the required distributions as directed by the will.

Need Legal Assistance as an Executor of an Estate?

We hope that this post has helped you to understand the mistakes you're likely to make as an executor of an estate.

You need to make sure that you're as transparent as your family members as is possible, and that you fully understand what the responsibilities of acting as an executor of estate actually entail.

Above all, you need to hire the right kind of legal assistance to make sure that everything goes as smoothly as is possible.

Especially when you're dealing with the emotions of the loss of a loved one, it's easy for things to get lost in the process.

We want to be the ones to help you.

Spend some time on our website to learn more about the services we offer.

When you're ready to begin the estate planning and execution process, reach out to us.

Your Guide to the Key Services That a Corporate Lawyer Can Provide

Your Guide to the Key Services That a Corporate Lawyer Can Provide
If you run a business you may be considering using the services of a corporate lawyer. But what services does a corporate lawyer actually offer? We take a look with this in-depth guide in the world of corporate law.

Have you seen the TV shows that depict the world of law as an exciting and exhilarating environment?

On our TV screens, we get to see how high-flying lawyers overcome the odds to win the court case. But shows such as the legal drama, Suits, present a different picture than the reality of being a corporate lawyer.

In the real world, it's not quite as dramatic. And yet, the true answer to what do corporate lawyers do is no less important and vital.

Are you considering hiring the services of a corporate lawyer for your business? Before you do this, it's important to know what a corporate lawyer actually does.

That's why we've put together this guide to help you learn about the key services provided by corporate lawyers. Keep reading to find out more!

Corporate Lawyers vs Litigators

Many people confuse litigators with corporate law. This is totally understandable. People often see TV lawyers negotiating deals with clients one moment and fighting it out in court the next.

But the truth is that while corporate lawyers and litigators both work with corporations, what they actually do is quite different. The simple explanation is that corporate lawyers help create businesses. Whereas, litigators get involved when business goes wrong.

On the one hand, corporate lawyers create transactional arrangements and deals with and between corporations. On the other hand, litigators are called on when the transactional agreements are broken and something goes wrong.

Litigators try to resolve the disputes between corporations through the judicial system, mediation or arbitration.

Corporate lawyers want to avoid getting litigators involved if it's possible. That's why they work to ensure that each party involved in the agreement is made aware of their respective responsibilities and rights.

If you think you're searching for a litigation lawyer rather than a corporate lawyer, check out our blog on the top 10 reasons to hire a civil litigation lawyer.

What is a Corporate Lawyer?

Essentially, a corporate lawyer provides advice to corporations about their legal responsibilities, obligations, and rights.

Many corporate lawyers are generalists. Therefore, it's often necessary for corporate lawyers to consult with a range of experts in different legal fields, including tax and real estate.

What do Corporate Lawyers do?

When it comes to the day-to-day responsibilities of corporate lawyers, it really depends on the kind of law firm and the level of seniority of the lawyer.

A typical day in the life of a corporate lawyer involves the following tasks:

  • Phone calls
  • Negotiating deals
  • Drafting legal documents
  • Attending meetings with clients

A lot of the tasks of corporate lawyers revolves around making sure each party is clear on the legal agreements and what it means for them.

It's difficult to categorize the services of corporate lawyers because each law firms structures the services they provide in slightly different ways. However, we've put together a general understanding of the separate departments and services providing by most corporate law firms.

1. The Formation, Operation, and Governance of Corporations

Before what a corporate lawyer does can be explained, it's important that you understand exactly what a corporation is.

What's a Corporation?

Of course, a corporation is often referred to as a business or company too. But a corporation is above all a "legal entity".

According to the Legal Dictionary, a corporation is defined as follows:

"An organization formed with state governmental approval to act as an artificial person to carry on business (or other activities), which can sue or be sued, and (unless it is non-profit) can issue shares of stock to raise funds with which to start a business or increase its capital".

The incorporation relates to the laws of the particular state in which the corporation operates. Each state has laws regarding the formation, operation, and governance of corporations. As well as the dissolution of corporations.

Why is a Corporation a Legal Person?

By making a corporation a "legal person" it becomes separate from its owners. This avoids any situation in which a shareholder is liable for the activities of the corporation.

The corporation as a legal person also has eternal life. If the owner(s) of a corporation passes away, the corporation lives on.

Where do Corporate Lawyers Come in?

The formation of a corporation is essentially a legal thing. That's why you need a corporate lawyer to get it done.

If the owners of an enterprise want to become incorporated. The corporate lawyer will be hired to draft the what is called, "articles of incorporation". This document includes the details of how the business will be managed and operate.

The majority of states require corporations to include bylaws. The bylaws are introduced by the corporation to control the activities of the officers.

But there are numerous kinds of businesses that corporate lawyers have to manage the affairs of. Each business entity includes specific rights, responsibilities, structures and tax arrangements. These include:

  • Limited liability companies
  • Limited liability partnerships
  • Business trusts

The corporate lawyers provide advice to businesses on which kind of legal entity would be most appropriate for their enterprise.

After the Formation of the Corporation

But the job of a corporate lawyer is not exclusively with the formation of the corporation.

It's common for corporations to request legal advice about the management of the organization. After all, there are endless legal problems that any business encounters. Some examples include:

  • Contracts for office space
  • Employment contracts
  • Non-disclosure agreements

The variety of types of law that a corporate lawyer has to deal with means that it's often necessary to consult other legal experts.

For example, a corporation might call on a lawyer to research an environmental legal challenge. The corporate lawyer will commonly request advice from an environmental legal specialist.

2. Mergers & Acquisitions (M&A)

Mergers and acquisitions (M&A) is a fancy word for one or more legal corporate entities becoming a single legal entity. As a corporate lawyer, this is your bread and butter kind of work.

It's defined as "a combination of two companies where one corporation is completely absorbed by another corporation".

Why do M&A Happen?

By acquiring or merging with another company, a corporation could grow or downsize. The corporation becomes the owner of the other company's assets (such as property), equity rights and stock.

There are a number of motivations for M&A.

For example, if a smaller competitor is growing its market share of the same industry. This is a threat to your corporation's business. By acquiring the company, the challenge to your business is neutralized.

The Role of Corporate Lawyers

Corporate lawyers are brought in to examine the company's assets and liabilities.

The demands of an M&A are normally so substantial that it requires a team of corporate lawyers working together. Some corporate lawyers specialize in M&A practice.

Assets and liabilities include, among other things, the following:

  • Financial records (e.g. debts)
  • Employment contracts
  • Property holdings
  • Intellectual property
  • Litigation

This is referred to by lawyers as "due diligence". After this investigation is complete, the corporate lawyers return to the client with issues that need to be raised.

What are the consequences of the M&A for employees of the acquired company? Who is responsible for the current debts of the acquired company?

Once various agreements are made between each party, the corporate lawyers have to draft the M&A agreement. This involves a process of ironing out the details of the terms and conditions for each party. As well as, the rights, responsibilities, and liabilities of the parties.

3. Venture Capital

The next key service that corporate lawyers generally provide is related to what's called venture capital.

What is Venture Capital?

Even though you've almost certainly heard people talk about venture capital. You might not know exactly what venture capital is.

Venture capital is the financing provided for start-ups in the early stages of development. Investors choose start-ups that they believe have a high potential for growth. Investors in venture capital are usually looking out for emerging technology and innovative ideas.

How Corporate Lawyers can Help

Corporate lawyers work with start-ups to help them to secure public and private financing. Lawyers provide legal advice to emerging companies on formation and organization.

The tasks of lawyers involved in venture capital include the following:

  • Drafting legal documents (including articles of incorporation)
  • Securing Licenses
  • M&A

Many corporate lawyers find that venture capital is one of the perks of the job. This is because every party involved in the process has the same objective. Whereas, in many other aspects of corporate law, there are two or more parties at odds with each other.

4. Project Finance

Project finance is the name given to major infrastructure developments. This includes the following:

  • Roads
  • Power plants
  • Pipelines
  • Public transportation systems

Projects like these involve a wide number of players and a lot of money. That's why it requires corporate lawyers with specialized expertise in project finance.

A project such as a road requires the cooperation of numerous different corporations and entities. However, for the duration of the project, the parties come together to form a single entity. This can take the form of a corporation or another kind of legal entity.

This requires the lawyer to work on the project finance deal. This includes the following tasks for the lawyer:

  • Drafting of the power of purchase agreement
  • Contracts between parties
  • Financial terms and conditions of investors and lenders

The challenges of project finance work mean that corporate lawyers have to research across a number of fields and consult experts.

5. Security Law

While the previous 4 examples of key services provided by corporate lawyers, security law is less commonly the territory of corporate lawyers. However, corporate lawyers can have specialist knowledge of security law.

What is Security Law?

This is nothing to do with national security. Security law is related to the ownership of stocks and bonds that are traded on the market.

A stock and bond are referred to as a "security".

The security laws are underpinned by the Federal government. There are a number of acts that every corporate lawyer needs to understand. For example the Securities Act of 1933.

This requires any corporation that sells stocks or bonds to members of the public to be officially registered with the United States government.

Under this law, there are also specific obligations to disclose information to shareholders.

For example, if the corporation is a public company that is traded on the stock exchange, the US government requires reports to be submitted to both the Securities and Exchange Commission and shareholders.

What do Corporate Lawyers do?

Such reports are legal documents. And therefore, they are drafted by corporate lawyers. This can take either annually or quarterly.

However, if there is a significant event that affects the price of the company's stock, the corporation might be required to disclose further information to both the stakeholders and the US government.

Hire a Corporate Lawyer for Your Business

Now you know the key services that a corporate lawyer can provide, it's time to get your business a lawyer you can trust. By hiring a corporate lawyer now, you can build up a strong relationship before you require legal advice.

Corporate law is a really complex business. It's really important to have an experienced and knowledgeable lawyer on your side.

Our lawyers have years of experience in corporate law for both small and medium-size businesses. If you need a corporate lawyer, contact the team at Verhaeghe Law Office in Edmonton.