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More than a law firm – that’s the
Foglers Advantage.
77 King Street West
Suite 3000, P.O. Box 95
TD Centre North Tower
Toronto, ON M5K 1G8
2024 Fogler, Rubinoff LLP
A lifetime of your work and dedication has gone into your family business. Generations before you may have helped build the business, and you wish that generations after you will benefit from these efforts. A successful inter-generational transfer of your family owned business requires an individualized strategy and a sensitive approach. Balancing continued growth and success of the business with the expectations of other stakeholders and family members requires the vision of experienced professional advisers.
Our lawyers help business owners develop succession plans for the future transfers of their closely-held businesses. We work with each client to determine their unique goals, objectives, and timelines. We develop strategies and implement plans to address ownership, control, management, key employees, family dynamics, and taxes. Whether you plan for your business to stay in the family for generations or you are already preparing to sell your business, a thoughtfully developed business succession plan will help you achieve your goals.
We often act as advisors to family councils designed or established to promote effective communication to and with two or more generations of entrepreneurs. We team-up our corporate advisors with our estate and tax planning professionals to ensure fairness, efficiency, business success and family harmony.
Our Real Estate lawyers help clients change the skyline.
With years of experience navigating the real estate market in both upswings and downturns, clients trust us to help them establish forward-looking strategies with their development and re-development projects in both urban and suburban areas, including: industrial and office complexes, high profile residential condominium, hotel, and retail projects, land assemblies, shopping centres, and residential subdivisions.
Our Commercial Real Estate group works closely with our Municipal and Planning Law group to ensure you receive the best possible representation throughout the land development process. We can assist you with:
- negotiating development, subdivision and site plan agreements
- structuring and documenting co-owner and joint venture arrangements
- property, hotel and development management agreements and construction management agreements
- drafting and negotiating agreements of purchase and sale and lease documentation
- reviewing and negotiating project loan agreements and financing documentation
- drafting and negotiating reciprocal agreements, shared use agreements and site development agreements
- environmental and regulatory matters
We negotiate, structure and advise on a wide range of M&A transactions, for both public and private companies in Canada and abroad. We represent acquirers and sellers in the structuring, negotiation, documentation, and closing of mergers, acquisitions, divestitures, exchanges, and joint ventures across a variety of industries. Our full service business law capabilities ensure that our clients’ needs are carefully considered from all perspectives and we provide pragmatic advice on transactional matters including:
- planning acquisition strategies;
- developing appropriate and tax efficient transaction structures;
- comprehensive legal due diligence;
- business combinations through amalgamations and plans of arrangement;
- take-over defense and shareholder activism including requisitioned shareholder meetings and proxy contests; and
- assisting target companies in preparing for and defending take-overs, including negotiating support agreements in friendly bids and implementing defense mechanisms in hostile bids.
We advise public issuers and private companies on a wide range of matters related to effective business and committee structuring, accountability matters, governance procedures, board management and other corporate governance matters. We understand and are sensitive to competing interests, and routinely provide advice on time-sensitive, controversial or risk-laden matters. We also advise individual directors and officers, and security holders of public and private businesses, on the enforcement of their rights. We work with our clients on such matters as:
- board and committee mandates and assessments
- regulatory compliance requirements and best practices
- director and officer indemnification practices
- proxy contests
- special committees of public issuers in respect of mergers and acquisitions
- fiduciary duties
- shareholder relations and dispute resolution
You have unique and complex needs for your real estate financing that demand experience and efficiency. Our Commercial Real Estate team has a reputation for excellence and we pride ourselves on our ability to propose innovative secured financing solutions for commercial properties to suit your needs. We regularly act on behalf of both lenders and borrowers, including leading financial institutions, investment dealers, real estate investment trusts, private partnerships, and investors.
We will assist you in all aspects of your commercial real estate financing, from the negotiating and drafting of loan agreements and commitment letters, to the preparation of all supporting documentation.
We assist our clients with all types of financings, including:
- acquisition financing
- construction financing
- conventional mortgage lending
- securitizations
- project financing
- restructurings
We provide advice to developers and operators as well as government agencies in connection with all aspects of infrastructure and public projects, including, public private partnerships. We can advise you on:
- municipal, planning and zoning matters
- negotiating and preparing teaming and strategic agreements
- negotiating development, site plan and servicing agreements
- negotiating public and private partnership agreements
- financing and securitization
- preparation of all forms of financing documents and conduit lender forms of security and their enforcement
Members of our condominium development practice group represent a number of developers and builders and work closely with their consulting teams, surveyors, architects and property managers at all stages of the condominium development, marketing and sale of units. We assist our clients in:
- land acquisitions and financing
- obtaining re-zoning and municipal approvals
- preparing all condominium disclosure documents and agreements required to market and sell condominium units
- drafting all documentation required for the establishment and maintenance of condominium corporations
- attending to the timely registration of condominium projects, including occupancy and final closings
In these more difficult economic times, businesses are turning to less traditional and more flexible sources for financing, such as asset based lending (ABL). ABL is quickly becoming a more popular and mainstream choice for companies in need of working capital. Our lawyers act for both asset-based lenders and factoring companies and for borrowers in the wholesale, distribution, manufacturing and service business.
We are practical, timely and resourceful in our approach to our client’s challenges. We advise on all aspects of an ABL or factoring transaction, including on structuring appropriate security requirements, managing legal due diligence processes, drafting and negotiating legal documentation and managing and directing closing and funding.
Our lawyers have the knowledge and experience to assist domestic and international developers, lenders and investors on the financing of energy generation, transmission and distribution projects and solutions. We advise clients in the conventional, renewable and alternative energy sectors, from start-up companies to major multi-national corporations, including natural gas, solar, geothermal, wind, hydropower, biomass, bio-fuels, fuel cells and other “clean” technologies
With a broad understanding of the economic, political and legal energy issues in Canada and the U.S., we provide expert legal representation and practical advice on financing and related matters, including structuring and negotiating development, construction and project debt and equity financing, joint venture arrangements, acquisition and licensing arrangements, and the creation of structures and financing arrangements which facilitate First Nations’ participation in energy projects.
Our lawyers have expertise and experience acting for mezzanine and sub-debt lenders as well as for borrowers in this area. We regularly act for institutional and private lenders and funds as well as for borrowers looking to expand with a combination of debt and equity or as an alternative to equity. We understand and are adept at meeting the demands of this fast-paced area of debt financing. We advise on all aspects of the transaction including structure at the term sheet stage, preparation and negotiation of all legal documents, in particular, preparation and negotiation of inter-lender priority agreements, and attending to the closing and funding of the transaction.
