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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
An increasing number of business entities are taking advantage of off-balance sheet and tax driven structures to free up usable capital and minimize taxation. The sale of a stream of cash flows by way of asset securitization is a popular vehicle to achieve these goals.
Fogler, Rubinoff is one of the longest standing players in securitization transactions. As a pioneer and leader in this ever growing market, we have acted for issuers, sellers, servicers, and other specialized players in this industry, particularly in the context of the securitization of commercial mortgages.
The breadth of our experience allows us to understand and appreciate your needs and the market generally in this specialized field. Our involvement in many securitization transactions enables us to provide you with excellent, efficient service.
We act for major Canadian and international financial institutions as well as for borrowers in various industries in all types of senior financing transactions. Whether you are a small business or a large public company with international operations, we can help. We understand the pressures and challenges on both the business owner and lending client in today’s marketplace. Our aim is to provide you with practical and stream-lined advice, innovative solutions and managed risk.
We advise on all aspects of a senior loan transaction, from structure, to preparation and negotiation of the loan documentation, including multi-party inter-lender agreements. Our experience includes advising on commercial mortgage transactions, structured financings, syndicated lending, multi-national lending, securitization and project finance.
We assist our clients with traditional and innovative financing transactions in both domestic and international capital markets. We act for a broad range of clients, including start-ups and other private companies, public companies, investment dealers, exempt market dealers and venture capital funds on all equity and debt finance related matters including:
- raising capital (public offerings and private placements)
- IPOs
- project finance
- debt finance and lending
- private equity transactions
- structured finance and securitization
- institutional lending
We advise public companies and trusts on all matters relating to maintaining its reporting status and complying with on-going regulatory requirements, including:
- timely and continuous disclosure requirements
- shareholder meetings
- communications with shareholders
- changes in regulations
We are focused on assisting our clients negotiate the dynamic and complex regulatory environments in which they conduct business. We are constantly updating our knowledge base in order to provide our clients with practical and actionable advice. We have solid relationships with Canada’s principal securities regulators, with whom we are in constant dialogue, both on a formal and informal basis. Our specific services include:
- registration
- regulatory compliance
- continuous disclosure
- regulatory investigations
We have a broad range of experience assisting our clients gain listings on both the Toronto Stock Exchange and TSX Venture Exchange. Our clients come from a variety of industry sectors including Mining, Energy, Technology, CleanTech, Banking and Financial Services, REITs and Transportation. We have advised many issuers at various stages in their development with:
- initial public offerings coupled with a TSX, TSXV listing
- reverse take-over transactions
- TSXV Capital Pool Company IPOs and qualifying transactions
- U.S. and international issuers seeking to list in Canada
We assist our clients with the acquisition and disposition of commercial, development, office, multi-unit residential, retail, industrial, and residential real estate located throughout Canada. The breadth of our practice ensures that your needs and goals are carefully considered from all perspectives. We can assist you with all real property matters, including:
- purchase and sale transactions
- land assembly and development
- public and private partnerships
- sophisticated due diligence reviews, including the assessment of environmental, leasing, title, land use, and zoning matters
- ownership structures, including joint venture, co-tenancies and partnerships
- financing
- negotiation and preparation of closing documentation
Our real estate lawyers are a multidisciplinary team with extensive experience in commercial lease negotiations and drafting for retail, industrial and office leasing.
We regularly act for landlords, REITs, First Nations, developers, lenders, property and asset management companies, tenants and retailers. We can assist you in achieving your objectives in all leasing related matters, including:
- commercial, industrial and office leasing;
- retail leasing in plazas, stand-alone buildings and shopping centres;
- ground leases;
- landlord and tenant rights;
- guarantees, indemnities and security agreements;
- subleases, estoppel certificates and non-disturbance agreements;
- lease enforcement and termination; and
- renewable energy leasing, including solar and wind energy.
We tailor each commercial leasing transaction to help you maximize your success and accomplish your objectives.
We assist our clients with the creation and continuous disclosure requirements of their investments funds. We act for public mutual funds, private investment funds, exchange traded funds, commodity pools and special purpose investment vehicles. In our broad practice we deal with a range of investment management issues impacting issuers, managers, distributors, financial institutions and service providers, including:
- establishing new mutual funds, both public and private, and other types of investment fund vehicles
- renewing annual information forms and prospectuses
- dealing with Canadian securities regulators on numerous matters, including in respect of investigations, hearings and compliance matters
- organizing and conducting meetings of fund securityholders advising on fiduciary, conflict of interest and fund governance issues
- advising on tax issues and dealing with taxation authorities
Our team of wills and estates lawyers counsel individuals, families, and fiduciaries on all aspects of: estate and business succession planning, including cross-border planning; estate and trust administration; and estate and trust disputes.
Our customized counsel results in long-term protection and certainty. For individuals, families, and family-owned business entities, our lawyers create valuable strategies to minimize tax liability and prevent conflict and we can also help you protect, bequest and transfer your personal and business assets.
Our service areas include:
Estate Administration
Our estate administration services include preparing all necessary documentation for executors and trustees seeking probate (in Ontario referred to as a certificate of appointment of estate trustee) and assisting such executors and trustees in the effective administration of estates and/or trusts and the passing of their accounts.
Estates and Trusts
You wish to tax-efficiently transfer wealth and otherwise meet your personal estate planning goals. To that end, we provide advice and prepare sophisticated wills and trusts. We work with appropriate professionals and advise on the use of life insurance. We advise and prepare documentation to implement estate freezes and other income splitting opportunities.
Recognizing the increasingly mobile and global world in which we live, we also provide advice regarding cross-border and other international “problem” estates, again consulting with competent counsel in other relevant jurisdictions. Our knowledgeable practitioners can assist you in all aspects of will and estate planning to ensure that your affairs are handled properly.
Incapacity Planning
We advise clients on and prepare powers of attorney for both the management of property and personal care. We also provide advice with respect to guardianship applications where an individual becomes incapacitated without having first prepared powers of attorney. Our services include advising family members in dispute over the care of an incapacitated loved one and the management of his/her financial affairs.
Post-Mortem Tax Planning
Even after one’s death, it may be possible to minimize the taxes owing as a consequence thereof. We assist the executors, trustees and beneficiaries of estates to minimize or defer such taxes.
Probate Planning
We advise our clients on the use of wills, trusts and other techniques to defer and/or minimize estate administration tax.
Succession Planning
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 experienced lawyers 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 our corporate advisors with our estate and tax planning professionals to ensure fairness, efficiency, business success and family harmony.
