Gardiner Roberts LLP / Ontario, Toronto / Add to Shortlist

Gardiner Roberts LLP

Suite 3100, Scotia Plaza 40 King Street West Toronto , Ontario M5H 3Y2 Canada

Phone: +1 (416) 865 6600 Fax: +1 (416) 865 6636 www.gardiner-roberts.com

Firm Profile

Founded in Toronto in the 1920s, Gardiner Roberts LLP has grown to become a strategically placed mid-sized business law firm with a diverse client base which includes two of Canada's largest banks, several medium to large sized municipalities, agencies, boards and commissions and other government entities, high tech and software companies, real estate developers, lenders and investors. A number of our lawyers have enjoyed in-house corporate positions and been appointed as board members of tribunals or as judges. We provide a broad range of legal services to businesses of all sizes, including financial services, dispute resolution and tax and estate planning.

Practice Overview

Business Practices

Corporate
  • Business structures, including corporations, partnerships, joint ventures
  • Directors' meetings, annual meetings and other corporate proceedings
  • Shareholder, partnership and joint-venture agreements
  • Governance arrangements, policies and committee charters
  • Reorganizations, amalgamations, dissolutions
  • Corporate records
  • Shareholder disputes

Private Equity
  • Letters of intent, non-disclosure agreements, brokerage agreements
  • Acquisition, shareholder and registration rights agreements
  • Option, partnership and joint venture agreements
  • Private equity funds and fund investment vehicles
  • Employment agreements and policies
  • Executive contracts and incentive arrangements
  • Private employee stock plans
  • Taxation advice, including deal structuring, wealth management and cross-border taxation issues
  • Offering documentation and subscription agreements
  • Convertible debt, mezzanine financing arrangements, secured debt and security arrangements
  • Mergers, acquisitions, divestitures
  • Leveraged buy-outs, management buy-out

Commercial
  • Commercial contracts
  • Computer and technology-related contracts
  • Competition and trade practice matters
  • Advising family-owned businesses
  • Privacy law issues
  • Franchise issues

Financing
  • Financing of equipment, receivables, technology and intellectual property
  • Realizations and enforcement of security
  • Work-out arrangements
  • Public-private partnerships, joint ventures and agency relationships

Fundraising
  • Donors and their advisors
  • Fundraising agreements, activities and campaigns including charitable gaming and capital campaigns
  • Security for loans
  • Asset-backed securities

International Business Transactions
Cross-border licensing and distribution agreements
Cross-border investments, international joint ventures, partnerships and agency arrangements
Export controls
International supply and distribution contracts
Compliance with the Investment Canada Act

Securities
  • Public offerings, equity, debt financing, private placements and limited partnership offerings
  • Corporate governance compliance
  • Mergers and acquisitions of public and private companies, take-over bids, amalgamations, plans of arrangement and going private transactions
  • Stock option plans, dividend retirement plans and other public company incentive structures
  • Compliance with the Ontario Securities Act
  • Regulatory approvals and relief
  • Stock exchange listings

Public Contract Law
  • Procurement contracts
  • Public-private sector alliance contracts
  • General government relations
  • Advising on specific policies, statutes, regulations and contract provisions unique to government procurement
  • Ethics rules in the procurement process
  • Claims against government bodies with respect to government contracts
  • Compliance issues under the Defence Production Act (Canada)

Dispute Resolution

Commercial Disputes Relating to Land
  • Construction lien litigation
  • Environmental litigation
  • Landlord-tenant disputes
  • Arbitration of construction disputes
  • Land development applications and disputes

General Commercial Disputes
  • Banking, financing, bankruptcy and insolvency issues and proceedings
  • Securities litigation
  • Mortgages and loan litigation
  • Shareholder/ joint venture disputes
  • Commercial fraud matters
  • Confidentiality, solicitation and competition issues
  • Breach of contract disputes
  • Commercial and international arbitrations and dispute settlements
  • Injunctions

Insurance Law
  • Title insurance matters
  • Professional liability claims
  • Coverage issues
  • Surety claims
  • Personal injury claims
  • Subrogated property damage claims
  • Policy interpretation
  • Product liability claims

Employment Law
  • Wrongful dismissal and employment related litigation
  • Preparation and review of employment contracts
  • Pension benefits, mergers and surplus matters
  • Representation of clients before tribunals and boards of inquiry established under the Human Rights Code, employment standards, workers' compensation and occupational health and safety legislation

Specialty Litigation
  • Discipline matters
  • Defamation actions
  • Matrimonial litigation
  • Intellectual property litigation, including passing off claims and claims related to copyright and trademark infringement

Administrative Law
  • Counsel to administrative tribunals

Legal Research
  • Preparation of legal memoranda and reports for presentation at conferences, client seminars and before legislative bodies

Entertainment and Media

Film & Television
  • Production and co-production agreements
  • Financing arrangements for film and television productions
  • Distribution and licence agreements, including Internet, video, satellite, television and DVD distribution
  • Canadian tax credit and Canadian production services applications
  • Personnel agreements including producer, director, actor, composer and writer agreements
  • Advice to foreign entities regarding film and television production in Canada
  • Chain of title, copyright and trademark issues

Music
  • Advice to record, production and management companies regarding all aspects of recording, manufacturing, distribution and other exploitation of recorded product
  • Structural and business advice to record and production companies, distributors, rack jobbers, producers, artists and music publishers
  • Documentation for production, recording, distribution and merchandising
  • Merchandising and ancillary rights agreements
  • Artist management agreements
  • Publishing and songwriter agreements
  • Administrative services to music publishers/composers including filing necessary cue sheets, collecting royalties, liaising with foreign sub-publishers, administrators and performing rights societies/mechanical collection societies
  • Copyright registration and trademark advice with respect to both recorded works and compositions
  • Copyright enforcement

Multi-media
  • Negotiation of rights agreements for use in particular multi-media projects
  • Negotiation and preparation of necessary licences regarding the exploitation of product in multi-media
  • Clearance issues related to specific works or portions thereof
  • General business advice with respect to multi-media transactions

Financial Services

Financial Transactions
  • Asset-based lending
  • Secured and unsecured credit lines
  • Letters of credit
  • Acquisition funding
  • Real estate finance
  • Receivables funding vehicles
  • Loan syndications
  • Distressed debt and equity purchases
  • Development bonds
  • Project finance
  • Construction lending
  • Multi-borrower transactions
  • Equipment leasing
  • Computer hardware and software financing
  • General agreements

Advice and Expertise
  • Debt securitization
  • Security enforcement and collections
  • Mortgage enforcement
  • Private and court-appointed Receivers
  • Liquidations
  • Proposals and corporate bankruptcy proceedings under the Bankruptcy and Insolvency Act
  • Proceedings under the Companies Creditors Arrangement Act, Winding Up Act and Farm Debt Review
  • Debtor-in-possession financing
  • Commercial fraud
  • Money laundering
  • Banking law

Debt Financing
  • Public and private debt financing either domestic and international
  • Reviewing and drafting legislative provisions dealing with government finance
 
Restructuring and Insolvency Services
  • Issuing demands and statutory realization notices
  • Debtor filings under the CCAA, the BIA and other reorganization statutes
  • CCAA applications and BIA proposals
  • Representation of trustees, monitors, receivers, interim receivers or liquidators
  • Private or court appointed receivers and interim receivers
  • Structuring sales processes and approvals
  • Debt and security restructuring
  • D.I.P. financing
  • Mortgage and personal property security enforcement
  • Loan and security agreements
  • Forbearance agreements
  • Guarantee enforcement
  • Lender liability
  • Recovery and sale of assets
  • Sale plans for assets
  • Negotiating with secured, unsecured creditors, debtors and other interested persons
  • Court reports
  • Priority disputes
  • Opinions regarding the validity and enforceability of security interests

Health Care

Our Health Care law team provides timely advice on:
  • Health policy, legislative developments and legal trends in health care delivery
  • Representation of health professionals in complaints, discipline, fitness to practice, quality assurance proceedings and in all other licensing matters
  • Representation of health professionals in hospital privileges disputes
  • Representation of parties and advice respecting consent, capacity and mental health proceedings
  • Corporate organization and related issues
  • Defense of malpractice actions
  • Financial and business planning of health sector ventures
  • Governance Infrastructure
  • Hospital / medical staff relations including privileges and credentialing
  • Informatics and Telehealth
  • Issues pertaining to medical staff policies, procedures and bylaws
  • Negotiation regarding Alternate Funding Plans (AFPs)
  • Professional regulatory law
  • Advice on information access and privacy issues, as well as representing health care organizations in privacy
  • Quality Assurance Reviews and Accreditation Inspections Licensing for Independent Health facilities, such as sleep laboratories, etc.
  • Representation in litigation, both in court and outside of the courtroom
  • Representation before the Health Services Appeal and Review Board
  • Representation before the Health Professionals Appeal Review Board
  • Workplace harassment and discrimination issues

Non-Profit and Charities

Gardiner Roberts LLP has developed an extensive body of knowledge in the Non-Profit and Charitable Organizations field that is continuously enhanced through our daily practice and covers all of the services described below. With a view to continually enhancing our practice in this area, our services, advice and counsel include:

Establishment and Organization
  • Organization structure, including corporate objects and activities, membership and governance arrangements
  • Trust agreements
  • Incorporation documents and by-laws, trust documents, organizational meetings

Governance and Maintenance
  • Advising on proceedings at board and member meetings, governance issues, by-law development and amendments
  • Corporate minute books, government filings, annual meeting agenda and materials
  • Charitable trusts and trustees
  • Assisting auditors
  • Directors and officers insurance review

Tax and Registration Issues
  • Charitable registration, including preparing applications and negotiating with Canada Revenue Agency
  • Disbursement quotas, permission to accumulate funds
  • Annual information returns
  • Intermediate sanctions
  • Tax status
  • HST and provincial sales tax issues

Program Activities
  • Program development and implementation
  • Industry and trade associations
  • Public-private partnerships, joint ventures and agency relationships

Government Relations and Regulatory Services
  • Legislative compliance
  • Negotiations with federal, provincial and municipal governments, agencies and boards, professional and industry licensing and regulatory bodies
  • Dealings with Canada Revenue Agency and the Ontario Public Guardian and Trustee
  • Privacy and cyber and physical security issues

Fundraising
  • Donors and their advisors.
  • Fundraising agreements, activities and campaigns including charitable gaming and capital campaigns
  • Submissions and negotiations with government and private funding agencies
  • Insurance gifts and annuities

Business Services and Dispute Resolution
  • Commercial and business matters such as employment, personnel, consulting arrangements, purchase and lease of space or equipment, advertising
  • Liability and insurance issues, resolution of disputes with members and third parties
  • Litigation and dispute resolution services

Technology and Intellectual Property
  • Contracts for purchase and lease of technology and acquisition of software
  • Trademarks, copyrights and other intellectual assets
  • Commercialization of intellectual assets
  • Online fundraising, receipting, communications

Real Estate and Municipal

Commercial Real Estate
  • Property acquisition and disposition
  • Taxation of real estate
  • Property management
  • Land development and subdivision
  • Site plan agreements
  • Structuring of Canadian real estate investments for international clients

Financing
  • Security for loans
  • Lending transactions for joint ventures, co-ownerships and limited partnerships
  • Representation of borrowers
  • Use of capital markets to finance investments in real estate
  • Structuring and implementation of undivided co-ownership structure

Leasing
  • Negotiation and preparation of commercial leasing documentation
  • Insolvency and restructuring issues for landlords and tenants
  • Landlord and tenant remedies
  • Leasehold financing

Hospitality and Recreational Properties
  • Advising owners, operators and managers of hotels, motels and resorts
  • Advising domestic and foreign developers about interval ownership development and sale in Ontario
  • Development and structuring of resorts

Municipal and Land Use Services
  • Zoning and Official Plan Applications
  • Site Plan and Subdivisions
  • Community Plans
  • Source Water Protection matters
  • Environmental issues
  • Practice before the Ontario Municipal Board
  • Development Charges
  • Minor Variances and Severances
  • Expropriation

Condominiums
  • Development and sale of residential, commercial, resort and mixed use condominiums
  • Condominium governance issues
  • Negotiations on behalf of developers under the Ontario New Home Warranty Plan

Restructuring & Insolvency Services

We work closely with other insolvency and restructuring professionals including, trustees, receivers, management experts, accountants, forensic investigators, and potential investors and lenders.

We have been involved in local, national, and international proceedings, including:
  • Companies’ Creditors Arrangement Act (CCAA) proceedings;
  • private and court-appointed receiverships and interim receiverships;
  • proceedings under the Bankruptcy and Insolvency Act, including proposals;
  • Winding Up and Restructuring Act proceedings;
  • arbitrations arising from contractual and claims issues in insolvency proceedings;
  • asset recovery and litigation relating to the enforcement of secured debt;
  • financing of businesses in financial distress;
  • sale and purchase of distressed debt;
  • acquisition of assets and businesses from companies in financial crisis; and
  • cross-border insolvency matters, including acting for and instructing foreign representatives, and acting for and advising foreign creditors.

Tax and Estate Planning

Taxation Services
  • Reorganization of corporate structures to minimize income tax, limit exposure of assets to creditors, reduce income tax that would arise on the death of a shareholder and allow for the introduction of new shareholders
  • CRA dispute representation at all levels
  • Tax impact analysis in a variety of commercial transactions, including purchase and sale of a business, financing arrangements, license agreements, employee stock option agreements
  • Business succession planning and advice
  • All matters relating to shareholders’ and partnership agreements
  • Establishment of trusts to achieve current or longer-term tax savings and creditor protection
  • International taxation issues in cross-border transactions, including the impact of bi-lateral tax treaties and obtaining necessary input from tax professionals in the foreign jurisdiction
  • Advice on taxation issues that arise on immigration and emigration of individuals and corporations
  • Advice on GST issues that arise in commercial transactions
  • Land transfer tax issues

Estate Planning
  • Preparation of wills
  • Freezing of estate assets in order to minimize taxation arising on death
  • Establishment of family trusts to achieve current tax savings, maintain control and flexibility in an estate freeze, ensure Family Law Act protection and planning for tax efficient distributions of assets
  • Succession of family business planning
  • Avoidance and/or minimization of probate fees
  • Preparation of domestic contracts to protect specific assets
  • Determination of tax-efficient use of life insurance in a variety of circumstances, including the buy-out of business partners, facilitating succession of a family business and providing liquidity to pay capital gains tax arising on death
  • Foreign tax issues, including the impact of U.S. estate tax
  • Tax-efficient planning for charitable donations during lifetime and in wills
  • Avoidance of double taxation that would otherwise arise on death

Technology & Intellectual Property

Asset Protection
  • Non-disclosure agreements
  • Trademark and copyright registrations and opposition proceedings, and infringement
  • Employment agreements with intellectual property assignment, non- disclosure, non-competition and incentive provisions
  • Trade secrets and confidential information

Commercializing Innovation
  • Opportunities and due diligence reviews
  • Identification and protection of intellectual property assets
  • Structuring partnering and other alliances
  • Development and implementation of effective licensing and revenue-generation strategies
  • Creating relationships for product distribution
  • Launching new ventures including overseeing development of business plans
  • Identifying sources of financing
  • Facilitating internal and corporate communications

E-Commerce
  • Electronic contracts
  • Consumer protection issues
  • Advertising and marketing content
  • Offences under the Competition Act
  • Compliance with industry codes
  • Cybersecurity
  • PKI and associated information exchange
  • Payment mechanisms
  • Tax issues
  • Privacy and security

Intellectual Property
  • Patents
  • Trademarks and service marks
  • Copyrights
  • Confidential information and trade secrets
  • Ownership rights
  • Licensing and technology transfer agreements
  • Privacy legislation
  • Strategies for the protection of intellectual property assets
  • Confidential and non-disclosure agreements

The Internet
  • Domain registrations and domain disputes
  • Agreements for the development and hosting of web sites
  • Liability issues, including privacy, defamation, trademark and copyright infringement, unlawful content, usage of frames and links
  • World Wide Web readiness programs
  • Protocols for web-based contests and promotions
  • Web site security and identification protocols
  • Web site audits

Licensing and Distribution
  • Identification of intellectual property assets
  • Development and implementation of effective licensing and revenue-generation strategies
  • Software licensing agreements
  • Distribution, reseller and co-marketing agreements
  • Application of export controls, including content of area control lists, technology control lists and the procurement of export permits
  • Procurements
  • Requests for proposals (“RFPs”)
  • Structuring escrow arrangements
  • Assisting in selection and negotiation of technology services and products
  • Licensing and technology transfers
  • Sales and acquisitions
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