What We Do

Our Services

Offering creative solutions and new opportunities to our clients.

Our commercial law services help your business achieve the success it deserves.

A sophisticated corporate structure is crucial for the success of any business.
No matter the size, we can aid you in realizing your goal.

Set Corporate Fee Package:

Many businesses, especially those just starting out, have expressed to us that the number one reason for hesitating to engage a law firm for corporate services is lack of certainty in fees. A recent survey revealed our clients would love the opportunity to engage us for set fees—we’ve heard the call and have made a bold move towards launching a set fee program!

By offering a set fee package, we hope to take the guesswork out of budgeting for legal expenses. This approach also allows for better efficiency, by reducing the amount of back-and-forth communications required.

Our á-la-carte menu allows you to pick and choose the best combination of services for your specific business needs. Check out the details by downloading the form here, and complete the checklist to start thinking about what your business requires from a legal perspective.

Note that these fees are designed to be the most cost effective for organizations who require basic standard documents. If your needs are more complex, set fees might not work for you. We’re excited to launch this program, but may change our approach, including pricing, as we receive feedback from participating clients.

Our solutions in Set Corporate Fee Package include:

Give us a call to set up a complimentary consultation so we can get to know you and your business. You can tell us which services you’re interested in, and we can make recommendations tailored to your specific situation. To start, download our checklist to choose your own corporate adventure!

If you choose to hire Du Plooy Law, we’ll draft an easy-to-understand engagement agreement, outlining the precise services we will provide, and a timeline for completion.

The difference and benefit:

  • Certainty of Fees—You know what you’ll get and how much it’ll cost from the outset.
  • Phased Timing of the Work and Cash Flow—We will develop a step plan, allowing us to phase out the work over a period of time you determine, so that services are provided only if and when you need them and can afford them.
  • Comprehensive, Long-Term & Big Picture Planning—You might only need to draft a single transaction right away, but we will discuss all potential needs of your business in the near future so you can better forecast costs, plan relationships and anticipate problems before they happen. BAM!

Business Advice & Mentorship:

BAM!

Du Plooy Law is collaborating with long-time Alberta business and investment advisor Henry Kutarna to launch the Business Advisory and Mentorship program (BAM!). The program will complement our current service offering, taking our corporate commercial law services beyond mere legality, and allowing for a more holistic approach to ensuring the long-term success of our clients’ businesses.

Our solutions in Business Advice & Mentorship include:

Our daily interactions with Calgary’s business community have given us a unique perspective on the need for lawyers to understand clients’ overarching business objectives. To provide effective legal services, we also need to ensure the development of best business practices and strategies for our clients.

Law firms face an increasing expectation from businesses to appreciate and understand the day-to-day realities of their clients, over and above the legal services they typically provide. Our big-picture approach allows us to provide more comprehensive and lasting solutions to our clients. The more we know about our clients’ businesses, the better we are able to work with them to plan ahead and provide practical legal advice.

 

How It Works

BAM is an adjunct service to our standard legal services offering. If you think your business could benefit from our mentorship program, your business will formalize a relationship directly with the Mentor.

Before committing to the mentorship program, interested clients may attend a two-hour whiteboard session to determine if the program will meet their specific business needs. The client will set the agenda for the session, with an eye towards current needs and concerns, and the future trajectory and aspirations of the business.

We view this brainstorm and planning session as an important part of establishing a strong client relationship, and as such we will not charge a fee for our participation in the session. Should clients elect to engage the Mentor, the client and the Mentor will formalize their relationship independent of the client’s relationship with the firm. This means that the client will benefit from full confidentiality in their communications with the Mentor, and the Mentor will only share with us those matters that he or she is instructed to disclose by the client.

 

What it is Not

The BAM program is separate and independent from Du Plooy Law legal services, and is not covered under ALIA, nor the Rules or Code of Professional Conduct of the Law Society of Alberta. As lawyers, we are not qualified to provide professional services other than legal services, and all business mentoring services will be provided by the Mentor directly. No partner, employee or contractor of Du Plooy Law received or will receive any direct or indirect financial benefit or remuneration from or through any of the Mentor’s services.

The Mentor’s services will not be prescriptive, and clients will always hold the ultimate authority to make all decisions themselves. The services are intended to inform and empower our clients to unlock their businesses’ potential, specifically in conjunction with their other professional advisory services.

 

 

The difference and benefit:

 

By offering the services of an in-house Business Mentor in conjunction with our business law advice, we aim to provide the following benefits to our clients:

  1. You will have a better grasp of your broader business needs, allowing us to specifically tailor our legal remedies;
  1. You will develop a proactive approach to business and legal planning, enabling greater efficiencies and processes for success while reducing long-term professional costs;
  1. You will develop personal leadership skills that will increase your ability to drive business goals for yourself and your colleagues;
  1. You will gain tools and mechanisms for actively managing legal and business risks; and
  1. You will see accelerated business performance as we foster a productive and meaningful professional relationship focused on the long-term.

 

Next Steps

If you are interested in exploring this option, please review Henry’s bio in the Our Team section and feel free to contact us if you have any questions.

Corporate Structuring:

icon-structuringMany start-up businesses try to save money on this, which can often result in unnecessary cost and risk to the directors and shareholders.

By sophisticated we do not mean expensive or overly complicated.  Your corporate structure can be sophisticated enough to allow for tax planning, asset protection and proper exit strategies, but can be streamlined and elegant at the same time.

There are many different corporate forms, such as corporations, joint ventures or limited partnerships.  We can help you choose and set up the structure that is right for you.  If done properly, you will have good asset protection inside your business, the shareholders will clearly know their rights and responsibilities, and you will probably save money by avoiding tax liability and wasted litigation cost.

Our solutions in Corporate Structuring include:

  • Incorporations
  • Corporate structures such a holding companies and operating companies
  • Extra-provincial registration for your business
  • Annual returns
  • Joint venture structuring and agreements
  • Limited Partnership structuring and agreements
  • Unanimous shareholders agreements (USA) creating rights for shareholders
  • Share pool agreements
  • Financing and security agreements such as a general security agreement (GSA)
  • Consulting and service agreements, together with Personal Services Business (PSB) analysis
  • Employment and contractor agreements
  • Terms of Service agreements between you and your customers
  • Licensing and assignment agreements
  • Intellectual Property protection such as copyright and trade mark advice
  • Asset protection analysis and set up, such as leasing agreements of assets between related corporations
  • Corporate governance structure and advice
  • Stock incentive programs
  • Not-for-profit and charitable registrations

The difference and benefit:

We educate and empower you about your chosen corporate structure.  If you understand the structure and its benefits, you can better use and administrate it.  The structure we design for you should be simple yet sophisticated.

Corporate Reorganization:

As your business grows and the economic factors change, you may need corporate reorganization. 

Such a corporate reorganization can be necessary for many reasons, but in our experience it usually relates to the need for tax savings, asset protection, a restructuring of the control inside the business, or an exit from the business. 

Although not always, the need for corporate reorganization usually arises from significant events in the lives of the owners, or in the cycle of the business.  One example is the addition or exit of a shareholder/owner.  Another may be that the current owners want to start exiting the business and gradually sell it to the next generation of shareholders.  Another reason could be the desire to roll assets into a holding company or a sister company to protect the assets against law suits, or to benefit from certain tax savings.

Our solutions in Corporate Reorganization include:

  • Buying or selling of shares and other shareholder reorganizations
  • Corporate exit strategy such as a preparation for sale of the business
  • Corporate succession such as an estate freeze
  • Tax deferral strategies under the Income Tax Act, for example section 85 rollovers, share exchanges and section 107 rollouts
  • Asset protection strategies such as a butterfly transaction
  • Intellectual property considerations
  • Trust structures and deeds
  • Structuring of discretionary trusts, holding companies and sister corporations
  • Pipeline strategies under the Income Tax Act
  • The benefits of not-for-profit organizations and charities in the overall structure
  • Amalgamations, mergers and wind-ups.

The difference and benefit:

The focus in any corporate reorganization is to save you money in the long run, and to protect your business assets against claims.  Our service is geared towards these goals and tries to accomplish this with the maximum efficiency.

Buying / Selling a Business:

The purchase or sale of a business can be done in a number of ways, and each method has different factors to consider. 

Generally, it can be structured as buying or selling the shares of the operating company, or the assets of the business.  A hybrid of share and asset sale is also possible.  Each of these methods have different tax and liability considerations. 

We approach this type of transactional law from a project management point, and break it down to phases.  The most common phases are contract negotiation and purchase conditions, financing, the due diligence, lease negotiation, the closing and wrapping the transaction up in post-closing.  Other professionals like accountants and brokers are often involved in these transactions and we incorporate them into our team approach to maximize the efficiency of the total service to the client.

Our solutions in Buying / Selling a Business include:

  • Tax planning for the transaction
  • Contract negotiation, review and drafting
  • Commercial lease review
  • Due diligence review and searches
  • Commercial financing representation, for example representing the client as borrower when a bank is involved
  • Liability review and advice, for example dealing with employee matters in the handover, getting indemnities and general risk mitigation
  • Assignment of agreements such as leases and intellectual property licenses
  • Security agreements and registrations if payment happens in installments
  • Intellectual property protection
  • Closing date procedures

The difference and benefit:

Our role is to work with you to successfully conclude the transaction, not to kill it. We collaborate as a team with you, other professional advisors as well as the other party’s lawyers to make the transaction close smoothly and efficiently.

Contracts:

Most business relationships you will encounter, can be written into an agreement. 

Our approach is that if the relationship or your interest is important enough to protect, you will most likely need a contract for it.  Our service for contracts includes drafting as well as reviewing. 

We avoid legalese, use plain English and always try to write clear, simple agreements that are fair to all the parties.  In our opinion, contracts are drafted to help strengthen business relationships, not to break them apart.  If possible, we try to draft one template that you can use many times over for the same type of relationship. 

In addition to drafting or reviewing, we also have extensive experience in contract negotiation and mediation.

Our solutions in Contracts include:

  • Service contracts
  • Employment and contractor agreements
  • Terms of service with your customers
  • Unanimous shareholders agreements
  • Partnership agreements
  • Commercial leases
  • Rental and leasing agreements
  • Joint venture agreements
  • Purchase and sale agreements
  • Licensing and distribution contracts
  • Agencies and assignments
  • Loan agreements
  • Security agreements
  • Subscription agreements

The difference and benefit:

We draft contracts that are understandable, written in plain English,  fair to all parties and serve as positive, constructive additions to your business relationships.

Banking & Securities Law:

All businesses need financing and capital at some point.  We act for borrowers and lenders.

There are different ways to get commercial financing, and each has its own legal rules.  Conventional financing is the most common, and banks and financing institutions each have their own set of contracts and security requirements. 

Commercial lending can be complicated and the banks usually insist that a lender has its own lawyer to represent them in the transaction.  In higher risk scenarios a business may have to seek secondary lending, or raise money from the general public within the rules of securities law. 

We help businesses comply with the securities rules of private capital markets (which used to be called exempt market offerings).

Our solutions in Banking & Securities Law include:

  • Conventional bank financing and business loans
  • Collateral securities such as mortgages, security agreements, assignments, personal guarantees
  • Benchmarking and draw down lending
  • Determining debt versus equity financing
  • Debt structuring such as debentures, bonds and loans
  • Equity structuring such as a share issuance, stock options and convertible debentures
  • Private capital market compliance under Securities Law National Instrument 45-106
  • Exempt market dealer compliance under Securities Law National Instrument 31-103
  • Subscription agreements and terms of offerings
  • Offering memorandum drafting and advice
  • Closings of offerings and reporting to the securities commission

The difference and benefit:

Financing and securities law can be complicated and often high risk.  We make sure that you understand the risks, your options, and try to negotiate or find the simplest and cost efficient solution for you.

Estate & Succession Planning:

Estate and succession planning for the business owner is closely linked with corporate succession. 

Proper estate planning has many benefits, such as tax savings and certainty among beneficiaries.  A common problem is that people in our aging demographic do their succession planning too late, and miss out on many of the tax saving opportunities, for example the savings that a discretionary family trust may bring. 

Corporate succession should go hand in hand with the personal estate planning, because much of the estate value was built up in the business over years, and can be costly to unlock if there is no exit strategy for retirement. 

It is important to remember that there may be strong emotions involved in the personal and business succession that should be incorporated into the bigger plan.

Our solutions in Estate & Succession Planning include:

  • Wills, powers of attorney and personal directives (living will)
  • Probate and estate administration
  • Business succession strategies, such as an estate freeze or gradual share sale
  • Domestic and international tax minimization
  • Integration of charitable aspirations, such as the incorporation of a charitable foundation
  • Trusts, such as discretionary family trust or an alter ego trust
  • Representation in the financing of an exit such as a business sale
  • Coordinating the plan with other advisors such as the accountant, insurance broker and investment advisor.

The difference and benefit:

We provide a fully integrated succession plan in conjunction with your accounting, insurance and investment advisors.  Our plan includes business aspects as well as softer factors such as family dynamics, personal hopes and desires.

International Business & Trade:

International business is an important component of many enterprises.   It can take the form of a foreign business setting up operations in Canada, submitting a tender or taking part in a joint venture. 

We advise foreign businesses in many different industries on local law and regulations.  We also help outbound business to navigate the landscape of a foreign jurisdiction through our associated law firms.

Our solutions in International Business & Trade include:

  • Incorporating in a foreign jurisdiction
  • Contract review and representation to foreign businesses   
  • Inter-jurisdictional tax minimization plans
  • General advice on the local legal and business landscape
  • Guidance in incentive programs to attract foreign investment
  • Inbound and outbound investment advice, such as with the foreign affiliate rules
  • Immigration and work permit assistance

The difference and benefit:

We have a network of professional firms in other countries to help us provide a complete legal service to any business venturing into new markets.