Corporate Financing

New and existing businesses need capital to fund their establishment and growth.

Our business law team has extensive knowledge and experience advising clients on all aspects of corporate finance transactions. This includes:

1. Debt Financing – This includes borrowing of funds through loans or other debt instruments from private or institutional banks and third party lenders.
   

   Our lawyers review, negotiate and advise borrowers on all aspects of debt financing. This includes drafting and negotiating term sheets, letters of intent, credit and loan agreements (revolving and term loans) and various security documents including promissory notes, guarantees (corporate or personal), security agreements, share pledges and various other closing documents.
   

   It is important to ensure that corporations and their lenders carefully review and negotiate the terms and conditions of the loan and security documents so that the obligations of each party and the legal risks are well understood and reflect the agreed terms.
   

2. Equity Financing – This includes raising capital by issuing or selling ownership interests in a company to investors through the issuance of shares or equity securities. This may include the issuance of common shares (which share in the growth of the company) or preferred shares (which typically have a fixed value with some annual rate of return). An investor may purchase their shares from existing shareholders or from the corporation. Where a company issues new shares from treasury to investors, this form of financing can help improve a company’s balance sheet while diluting the ownership of existing shareholders. 
   

   Our lawyers review, negotiate and advise companies and their investors on all aspects of equity financing. This includes drafting and negotiating:
   

   1. Term sheets and Letters of Intent – These documents, which are typically non-binding, can be used to set out the key business and legal terms and conditions of the proposed equity financing including the amount of the investment, the type and percentage of shares to be receive by the investor, voting rights, dividend rights and other rights relating to the shares that are to be received by the potential investor.
   2. Subscription Agreements – This is a binding agreement between the corporation and its investors setting out all of the terms and conditions of the equity investment and the shares to be issued to the investor.
   3. Shareholders Agreements – When introducing new investors or shareholders, it is advisable to ensure that a shareholders agreement is negotiated and entered into between the various shareholders of the company that sets out the rights and obligations of all shareholders including rights around decision-making, voting, dividends, rights to sell and exit strategies.
      
3. Mergers and Acquisitions – This includes the purchase, sale or merger of one or more companies or businesses. Our lawyers have considerable expertise and experience in acting for clients involved in these transactions. We advise clients on all stages of the transaction including negotiating term sheets and letter of intent, drafting share purchase or asset purchase agreements, completing legal due diligence, and negotiating closing documents.