BUSINESS LAW LAWYERS TORONTO

Aila Makooli provides a full service approach, including consultation on:

- Corporate structures;

- Capital structure;

- Corporate liabilities; and

- Obligations of the officers and directors of each various entity.

We also advise on such matters as mergers and acquisitions, capital raisings, lending arrangements, repayment mechanisms, insider trading, and stockholder derivative suits, to name a few.

- Creation

- Implementation

- Financing Lending And Capital Raising

- Amalgamation / Acquisition

CREATION

Aila Makooli will consult with you to discuss the various business structures available to you and the advantages and disadvantages of each. There are a variety of business structures and these include:

- Sole proprietorships;

- Partnerships;

- Limited partnerships;

- Joint ventures; and

- Incorporations.

We will discuss with you your objectives and goals and advise you on what structure will strategically optimize your end result.

IMPLEMENTATION

Once a structure and strategy have been decided on, we implement the plan, carefully complying with the necessary registration requirements for that particular structure. We prepare all the necessary agreements needed to meet your objectives and safeguard your rights.

Aila Makooli is experienced in preparing and advising on the following agreements:

PARTNERSHIP AGREEMENTS

- the nature of the business;

- the capital contributed by each partner; and

- each partners rights and responsibilities

Unlike a corporation, a partnership is not a separate legal entity. Partners are jointly and severally liable for debts of the partnership.

LIMITED PARTNERSHIP AGREEMENT

A limited partnership is a business structure that consists of one or more general partners who run the business and have one or more special partners who are essentially investors sharing only in the profits. A limited partnership agreement sets out the rights and responsibilities of the general and special partners in a limited partnership.

LIMITED LIABILITY CORPORATION AGREEMENT

A limited liability corporation is an exclusive business structure, which provides the personal liability shield or limited liability protection found in a corporation. It provides taxation advantages (no double taxation) as well as the flexible ownership, investment, control, management and the free flow of profit and loss characterized in partnerships.

SHAREHOLDER AGREEMENT

This is a contract between the owners (shareholders) of a company and is usually detailed in the companys articles of association or bylaws. A shareholders agreement defines the shareholders:

- obligations;

- privileges;

- protections; and rights

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

A non-disclosure agreement (NDA), is a legal contract between at least two parties and outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to by third parties.

NDAs are commonly signed when two companies, individuals, or other entities (such as partnerships, societies, etc.) are considering doing business and require access to proprietary information for the purpose of evaluating the potential business relationship.

FINANCING LENDING CAPITAL RAISING

During startup or growth your entity may need to raise capital in order to facilitate expansion. We at Aila Makooli can present you with and guide you through several different options to acquire funds and structure repayment.

The following are traditional methods of capital raisings Aila Makooli can help you secure:

PRIVATE PLACEMENT MEMORANDUM

Private Placement Memorandum (PPM) is a document that outlines the terms of securities to be offered in a private placement. Typically PPMs contain:

- a complete description of the security offered for sale;

- the terms of the sales and fees;

- capital structure and historical financial statements;

- a description of the business;

- summary biographies of the management team; and

- the numerous risk factors associated with the investment.

PLEDGE AGREEMENTS AND PPSA

These documents outline the transfer of possession of personal property from a debtor to a creditor as security for a debt or engagement.

CREDIT / LOAN AGREEMENT

This is a formal document that evidences a loan. It may also include:

- negative and positive covenants;

- types of value of collateral pledged;

- guarantees;

- financial reporting requirements;

- applicable interest rate and fees; and

- how the loan will be repaid and over what period.

AMALGAMATION / AQUISITION

Aila Makooli will always striving to keep clients satisfied. We understand that needs change and that businesses are always undergoing stages of transition. We are here to assist with legal changes that may be required.

Amalgamations and acquisitions are contemplated for a variety of reasons. The following are the most commonly cited reasons for entering into a merger or acquiring another business:

- Combining the companies can often reduce fixed costs by removing duplicate departments or operations, lowering company expenses relative to the same revenue stream, thus increasing profit margins;

- Increasing or decreasing the scope of marketing and distribution of different types of products;

- Increased revenue or market share by absorbing a major competitor and thus increasing market power;

- financial reporting requirements;

- Synergy: for example, managerial economies such as the increased opportunity of managerial specialization. Another example is purchasing economies due to increased order size and associated bulk-buying discounts; and

- Taxation: a profitable company can buy a loss maker to use the targets loss as their advantage by reducing their tax liability. Tax minimization strategies include purchasing assets of a non-performing company and reducing current tax.

We can help guide you through the mergers and acquisition procedure. Our services include, but are not limited to drafting of the following:

- ASSET PURCHASE AGREEMENT The asset purchase agreement serves to transfer control of all or part of a business while transferring only those liabilities that are specified in the agreement as assumed liabilities.

- SHARE PURCHASE AGREEMENT The Share Purchase Agreement (or Sale and Purchase Agreement) is the disposal agreement that sets the terms of a transaction between the buyer and the seller of a company.

- MERGER AND ACQUISITION AGREEMENT Combining of two or more companies by offering the stockholders of one company security in the acquiring company in exchange for the surrender of their stock.