LAWYERS
integrity discretion professionnalism
Legal Services
We use our expertise in business law, including all aspects of corporate/commercial, securities, intellectual property, real estate, immigration, litigation and dispute resolution in order to find practical legal solutions tailor made to our clients’ needs and which ensure that our clients' businesses are compliant in Canada and abroad.
Furthermore, some of our lawyers offer shadow counselling, drafting and other legal services to an ever increasing self-represented clientele negotiating commercial transactions, having to deal with complex litigation or appearances before a tribunal. Fees are adjusted accordingly.
CGL Lawyers offers numerous legal services and serves its business clients in English, French and Spanish in Canada and internationally, including the following fields of practice:
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Corporate governance : Implement Good Governance Policies, including Anti-Corruption Policies
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Incorporation, organization and corporate restructuring
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Winding down and legal liquidation of corporations
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Update of minute books ans corporate registers
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Ongoing corporate filings with the regulatory authorities
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Shareholders relations
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Director duties and responsibilities
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Preparation of board and committee meetings and drafting of minutes and resolutions - public and private corporations
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Shadow counselling, drafting and other legal services for self-represented clients
CORPORATE
We counsel on the setting-up of corporate structures and complete, need be, appropriate shareholders' agreements. We recommend optimal share capital structures with the main objective of protecting your rights while reducing shareholders' legal risks.
We maintain minute books and corporate registers on an ongoing basis and make required filings with regulatory authorities.
We assist and advise our clients to ensure that Board of Directors' and Shareholders' meetings are properly convened and run without legal impediments. You can call on us to assist in drafting all legal documents required for convening a special shareholders' meeting or to confirm the legal procedure required to add or remove a Director from the Board.
For a predetermined yearly fee, our clients' corporate entities can be domiciled at our offices. We then diligently follow-up on related corporate legal services, which include:
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Reception of all mail and courier from governmental authorities and agencies;
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Annual update of the corporate minute book and registers;
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Shareholder resolutions to approve annual financial statements, appointment of Directors for the upcoming year and appointment of Auditors, need be;
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Director resolutions to appoint officers for the upcoming year;
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Director resolutions to recommend approval of annual financial statements;
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Electronic filings with regulatory authorities of current and annual declarations required by law.
Tarification
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Negotiation of commercial transactions in Canada and abroad
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Due diligence during a commercial transaction
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Drafting of contracts and various legal undertakings, including memorandum of understanding (MOU) and takeover bids
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Mergers and acquisitions
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Private and institutional financings
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Shadow counselling, drafting and other legal services for self-represented clients
Business acquisitions
We collaborate in the negotiation and drafting of Offering Letters and/or Letters of Intent (Memorandum of Understanding) in order to diligently confirm the material terms and conditions of your transaction. We then review and complete a legal due diligence of the corporate target in order to protect your rights and ascertain potential legal risks and obligations. We counsel during the negotiation process on the terms and conditions of the various agreements to be executed between the parties upon closing the transaction.
Financings
We give legal advice and/or negotiate financing terms and conditions to ensure that financial obligations are in line with your expectations. We render corporate legal opinions regarding the enforceability and/or binding nature of a transaction. We actively participate in the negotiation of the final agreements that lead to the private financing of corporate entities, such as subscription agreements, loan agreements, debentures, shareholders agreements and any contract required to complete the financing.
Various Commercial Agreements
We negotiate and draft Letters of Intent that lay the basis for the legal and commercial relationship between parties. We counsel our clients on negotiating and drafting of agreements that outline specific projects and recommend options to secure our client’s legal rights while building a trustworthy relationship between the parties.
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Drafting of prospectus - initial public offerings (IPO)
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Registration on the TSX and the TSX Venture Exchange
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Ensure compliance of continuous public disclosure
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SEDAR declarations and online electronic filings
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SEDI Insider reports - declarations and online electronic filings
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Shadow counselling, drafting and other legal services for self-represented clients
SECURITIES
We assist our clients with their pre-IPO ramp-up by ensuring that their companies have implemented best practices and appropriate governance policies.
We complete due diligence and co-draft our clients' prospectuses leading up to an initial public offering (IPO) of their securities.
We complete the listing process with the Toronto Stock Exchange (TSX) and the TSX Venture Exchange.
We ensure that our client's public disclosure is compliant with applicable continuous disclosure obligations and regulations. We draft or co-draft press releases and distribute them on appropriate news wires.
For our clients that are reporting issuers in Canada, we complete all required SEDAR filings with regulatory authorities and securities commissions in each relevant Canadian province and territory.
We assist insiders and reporting issuers by completing their SEDI filings and ensure that their internal "insider" policies and procedures are compliant with applicable rules and regulations.
We assist our clients before, during and after Board of Directors' and Shareholders' meetings. We draft meeting notices, agendas and related documents and counsel our clients on legal issues that may arise during meetings. We act as corporate or meeting secretary and draft relevant and compliant meeting minutes with the objective of ensuring that all legal requirements are adequately documented.
We prepare annual and special Shareholders' meetings by collaborating with our clients, their transfer agents, Auditors and other third parties and ensure that all required documents, including compliant proxy circulars are sent, in a timely manner, to registered Shareholders.
We counsel on corporate governance issues, draft and implement best practices / good governance policies and procedures.
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Commercial real estate transactions
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Commercial leases
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Financing of real estate projects
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real estate development
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Shadow counselling, drafting and other legal services for self-represented clients
COMMERCIAL LEASES
We negotiate and draft initial leasing offers, leases and all related documents. We negotiate security deposits, guarantees and indemnities that could be required pursuant to the lease. We protect your interests regarding environmental issues and related claims that could arise. We register your lease in order to better protect your rights. We counsel when subletting or lease assignment issues arise. We ensure that your landlord or tenant rights are protected and enforce them in due time, if required. We assist in dispute resolution if a disagreement arises between a landlord and a tenant.
Whether you are an owner, a real estate manager or a tenant, we can help you in negotiating and drafting customized leases. Our experience ensures that your lease will be drafted in such a way as to minimize the risk of disputes. However, should litigation arise, the terms of your lease will be interpreted as being clear and compliant.
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Alternative Dispute Resolution
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Shareholder, Director and Officer disputes
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Commerical disputes
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Mediation, arbitration and representation before civil courts with the collaboration of internal and/or external attorneys
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Shadow counselling, drafting and other legal services for self-represented clients
LITIGATION & CONFLICT RESOLUTION
We are constantly seeking means to avoid litigation and encourage alternative dispute resolution. Before opting to instigate legal proceedings, we look towards other options such as mediation, arbitration and other alternative methods in order to reach an acceptable and cost effective settlement. In the event that an agreement cannot be reached between the parties, we will not hesitate to enforce your rights through the judicial process and, need be, use extraordinary recourses, such as an injunction or a pre-judgment seizure. We diligently advise you in order to preserve and protect your rights throughout the litigation process. Should your conflict require appearances before a court of law, we hire experienced litigators to act on your behalf.
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Protection and brand valuation of trademarks, copyrights and patents
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IP licensing agreements
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Shadow counselling, drafting and other legal services for self-represented clients
INTELLECTUAL PROPERTY
We protect and enhance the value of your brands, trademarks, copyrights and derivatives by filing relevant claims. We counsel in order to avoid infringement of third party trademarks when dealing with partners or third party business interests.
We negotiate and draft IP licence agreements and assignments. We complete review and due diligence of third party IP within the context of an acquisition or joint venture.
CGL will ascertain IP availability and confirm whether or not IP can be registered or available throughout various jurisdictions.
Family Law
In order to meet your needs and defend your rights throughout your family’s life spand, we offer the following services to partners and spouses of all ages:
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Urgent Matters, Facilitation
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Negotiation
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Temporary Agreement
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Permanent Agreement
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Temporary or Urgent Court Order
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Permanent Court Order
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Child Visitation Rights
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Child Custody
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Child and Spousal Support
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Separation
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Divorce, Contested or Joint Application
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Preservation and Division of Property
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Paternity and Filiation Disputes
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Family Law Litigation, Court Appearances
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Shadow counselling, drafting and other legal services for self-represented clients
Our services to Non-residents, Residents and Canadian Citizens to fulfill their immigration aspirations and needs:
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Visa
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Study Permit
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Work Permit
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Permit Extension
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Temporary Residency
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Permanent Residency
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Permanent Residency, Qualified Worker
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Permanent Residency, Investor
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Permanent Residency Card
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Residency Extension
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Citizenship
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Passport
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Sponsorship: Partner or Spouse, Children, Parents and Grandparents
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Humanitarian Application
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Asylum Claim
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Rehabilitation, Criminal Inadmissibility
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Appeal and Judicial Review