Best Corporate commercial lawyers in Canada as ranked by Lexpert The practice area of corporate commercial lawyers is difficult to define since it (a) means different things to different people and (b) necessarily incorporates practice areas which, in some firms, are distinct areas of specialization, e.g., corporate finance, insolvency. With this being the case, the corporate commercial lawyers below can be thought of as specialists in a wide variety of areas of the law around corporations, finances, and insolvency.
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Corporate law deals with laws and regulations governing corporations, its officers and workers, and its relationship with the public, starting from the creation of a corporation, until its liquidation or dissolution. Commercial law deals with the legal services for the income-generating activities of businesses. In general, corporate law and commercial law are broad practice areas, and one sub-area out of these two is corporate commercial law.
Corporate commercial law, which may also be referred to as business law, includes all activities related to the financial success of a corporation. It governs all stages of a corporate “life” – from starting a small business, a venture or as SMEs, until its eventual growth through business and operational expansions. It would also include day-to-day operations and the legal issues that arise from them.
As with corporate law, the corporate commercial law in Canada is similarly governed by the Canada Business Corporations Act. The Act governs federal for-profit corporations which are formed under the Act. Under Section 3, “corporations” under the Act excludes banks, credit associations, insurance companies, trust and loan companies, and educational institutions. Other significant provisions are:
Part II: details of incorporation
Part III: specifies the capacities and powers of a corporation
Part X: directors and officers, their qualifications and responsibilities
Part XII: conduct of shareholders’ meetings and elections
Part XVIII: process of a corporation’s liquidation and dissolution
When an entity is to be incorporated, the work of corporate commercial lawyers starts. They ensure valid compliance with government regulations on incorporations, which may also include laws on securities and taxation. They also ensure compliance with the Canada Business Corporations Act whenever these provisions are applicable, in addition to any provincial or territorial business corporations law.
During the incorporation stages, and even until the corporation fully operates, corporate organisational structuring is essential and may be one of the responsibilities of a corporate commercial lawyer. It might also include the delineation of the roles and responsibilities of each employee, and defining the relationship between the corporation and the employees.
Most of the time, the centerpiece of the work of corporate commercial lawyers are contracts. These contracts may be contracts on sales and distributions with other corporations, contracts on capital investments or venture capitals, contracts between the corporation and its employees, and any other contract that the corporation deems necessary for its growth and expansion. Contracts must also meet with federal, provincial and territorial laws in order for it to become valid.
When a corporation enters into a partnership contract or agreement, corporate commercial lawyers ensure that the contract has the corporation’s best financial interests and that it each “partner’s” rights and obligations are clearly defined. Notably, Partnership Acts are passed in various provinces and territories that needs to be complied with when entering partnerships.
When acquiring other businesses through a merger or an acquisition, different laws may apply, such as federal, provincial or territorial laws on M&A, taxation, property law, banking law, investment law, and even international law when there’s a foreign element in the transaction (e.g., acquiring company is a foreign company).
When a corporation acts either as a franchisee or a franchisor, lawyers make sure that a franchise contract follows the governmental regulations, such as the execution of the disclosure document, and application and payment of various tax impositions.
Managing the corporation’s current cash flow for its daily operations may also be a job for corporate commercial lawyers. This would also include acquiring capital from investors, banks, or other third parties, where contracts law are heavily applied. For these transactions, banking laws, securities laws, and investment laws must be considered that specialised lawyers may guide corporations with.
Other contracts may fall under service agreements. Although, there is no single federal agency governing service agreements, its regulations are covered by common law and contracts law.
Corollary to contracts are the negotiations ensuing before its perfection, whose duty would still be under the corporate commercial lawyers. When contracts fail, or there’s a breach by any party, lawyers will try to ease up tension and prematurely remedy the dispute through alternative dispute resolutions, such as mediation, or through arbitration, in the objective of preventing a full-blown trial.
But when court actions are filed (or must be filed), corporate commercial lawyers represent clients before tribunals or courts in the interest of either rescinding the contract, demand for damages and losses, or enforce specific performance from the violator.
When a corporation declares itself bankrupt, or has become insolvent, a corporate commercial lawyer is there to guide the overarching layers of bankruptcy laws and insolvency laws, such as the Bankruptcy and Insolvency Act. On the other hand, when the company decides to liquidate itself, provisions on liquidation in the Canada Business Corporations Act must be complied with.
As previously mentioned, corporate commercial law is also not exclusive from other areas or branches of law, such as taxation laws, securities law, property laws, or laws on succession, and even public and private international law when the corporation transacts business internationally, or exports or imports products to or from Canada. As such, corporate commercial lawyers are flexible enough in their practice, covering various stages of a corporate’s life, with the added layer of other areas of law.
Corporate law is a much more restricted branch of law, in a sense that it is only concerned from the birth until the death of the company; whereas commercial law has a wider scope in relation to a corporation, such as all transactions for its financial growth.
In need of a corporate commercial lawyer to help in your business financial endeavours? Scroll down to see a list of the best corporate commercial lawyers in Canada who have earned their Lexpert Ranked status.
