We provide sophisticated advice on a range of complex commercial transactions.

At BOYNECLARKE LLP, our lawyers advise clients on a broad range of commercial transactions. From our offices in Halifax – Dartmouth, we represent small owner-operated businesses and large multi-shareholder companies, banks, trust companies and other financial institutions, as well as individuals. With the right advice and guidance, companies will be well positioned to achieve their goals without assuming unnecessary risk.

Advising and Representing Businesses

Our lawyers regularly assist clients to start up and buy businesses and we work with existing business owners to help them reduce risk and taxes. We take into account your objectives and devise the best plan to help you achieve them. Our role as lawyers is to identify and address the legal issues so you can focus on your business.

It is important to seek legal advice during commercial transactions such as:

Learn about how we can assist your business.

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Areas of Focus

Business Succession

Business succession planning allows individuals to successfully transfer ownership of their business while minimizing personal risk. Our knowledge and experience will help with ensuring a smooth transition.  Our team is experienced in assisting clients with the various steps involved in business succession planning, including ownership transfers, sale of the business and assets, reorganization of corporate structure and navigating the tax implications.

Capital Investment

We help our clients achieve their objectives by working with them to raise capital. We also represent the lenders and investors who provide capital to fuel growth in our region. Whether you are raising money to expand manufacturing capacity, develop natural resources, or launch a high-tech idea, we can help you put together the deal. BOYNECLARKE LLP represents business owners, equity investors, banks, financial institutions, venture capital and angel investors.

Corporate Structuring

Businesses can take many forms, including: sole proprietorships, general, limited or unlimited liability partnerships, corporations, or nonprofit corporations. Defining a corporate structure is important for companies as structure outlines the ownership, control and authority of the organization. BOYNECLARKE LLP’s knowledge can help clients in deciding how their business should be structured taking into consideration, among other things, taxation and liability matters.

Joint Ventures

We have worked with local, regional, and international businesses involved in joint ventures in a variety of industries, including renewable energy, fisheries, and oil and gas. We advise on all aspects of establishing, operating, and ending joint venture agreements and strategic partnerships. For our international clients, we have the experience to advise on local requirements and risk factors, and can help structure relationships in tax effective ways.

Mergers & Acquisitions

BOYNECLARKE LLP has a strong business law team that represents clients in mergers and acquisitions transactions, both large and small. We represent local start-ups, well-established regional businesses, and international companies. Our business team includes practitioners in all the key subjects that come up during a typical M & A transaction, including tax, securities regulation, banking and financial, employment and intellectual property issues. We understand the business context and rationale for complex transactions. We work with our clients to structure and negotiate the deal, mitigate risk, and successfully integrate acquisitions.

Purchase & Sale of Business

BOYNECLARKE LLP is experienced dealing with all aspects of purchasing a new or existing business. We will guide you through each stage of the transaction. We assist in conducting due diligence. We are experienced negotiators. We can advise with respect to the preferred form of agreements, tax implications, required licenses and business registrations.

Securities Compliance

BOYNECLARKE LLP works closely with corporate clients to navigate, implement and assure compliance with securities regulations and to facilitate registration of interests and ownership. We advise on all aspects of equity and debt offerings, as well as acquisition and divestiture transactions involving public companies. In addition, we advise on the offerings involving the Nova Scotia Equity Tax Credit Program, the Community Economic Development Corporation Program, and Labour-Sponsored Venture Capital Corporations. From the outset, the firm will advise companies on how to minimize the risk of litigation for non-compliance.

Presentations We Offer

If you are looking for a speaker for a meeting or a special event please email us at marketing@boyneclarke.ca. Click here for a list of presentations we offer.

Commercial Transactions Team

Alanna Mayne

(902) 407-6484

Thomas O. Boyne, Q.C.

(902) 460-3410

Stephen M. Campbell

(902) 407-6479

Margaret J. Keliher (George)

(902) 460-3463

Amy G. Gibson Saab

(902) 460-3471

Christene H. Hirschfeld, Q.C., ICD.D

(902) 460-3413

Marc LeClair

(902) 460-3408

Robert L. Miedema, TEP

(902) 460-3409

Claire E. Milton, Q.C., ICD.D

(902) 460-3412

Bryce W. Morrison

(902) 460-3433

Kelly J. Powell

(902) 460-3458

Leah D. Rimmer

(902) 460-3459

Jacqueline R. Ruck

(902) 460-3465

Ted R. Sawa

(902) 460-3437

Andrew S. Wolfson, Q.C.

(902) 460-3415

Natalie J. Woodbury, TEP

(902) 460- 3449

John A. Young, Q.C.

(902) 460-3406

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You have questions and we have answers.

Commercial Transactions frequently asked questions.
What are the first steps in buying a business?
When you buy a business, you usually have to decide whether you are buying assets or shares (assuming, of course, that the business is incorporated). There are very different considerations involved in each.

When you buy assets, you receive only those things that you negotiate and pay for. If an asset is not included on the list of assets that you are buying, you will not receive it. If, however, you are buying the shares in the company that runs the business, you are acquiring the company itself. This means that all of its assets and liabilities will become yours.

Tax and financing considerations arise from both of these options. You should discuss them with your professional advisors before you agree on the structure of the deal.
How do I finance my business venture?
It can take a lot of work to get financing. While there are many sources of financing for business activities, it is often difficult to access them.

Financing may come from friends and family, either as loans or as equity (i.e. the investor receives a stake or ownership interest in your business), loans from third parties lenders including banks and credit unions, grants, and investments from third parties.
What is a sole proprietorship?
A sole proprietor is an individual who carries on business with a view to profit. Any income generated by the business is taxed as personal income in the hands of the business person, and any liabilities that arise from the business belong to that person. The income is taxed at the person’s normal tax rate and business expenses which are incurred can be deducted in calculating taxable income.

If the sole proprietor carries on business under a name other than his or her own, that name must be registered as a business name with the Registry of Joint Stock Companies.
What is a partnership?
A partnership is the relationship between two or more individuals or companies carrying on business with a view to profit. As is the case with sole proprietors, the income generated by the business will be taxed in the hands of each of the partners, and the liabilities belong to the partners. Again, as is the case with sole proprietors, if the partners carry on business other than under their own names, the name must be registered with the Registry of Joint Stock Companies.

In Nova Scotia, partnerships are governed by the Partnerships and Business Act. That statute provides that in the absence of an agreement to the contrary, among other things, all partners are equal and that on the death of one partner, the partnership automatically dissolves. For this reason alone, it is very important that you enter into a partnership agreement.
What is a company?
A company is a business structure incorporated under a statute. Most companies in Nova Scotia are incorporated under the Companies Act.

A company is owned by its shareholders. The shareholders elect one or more directors, and the directors, in turn, appoint officers. The officers usually include the president and secretary, but may also include one or more vice-presidents, a treasurer, a Chief Executive Officer and many others.

When you incorporate a company, you create a separate person in the eyes of the law. That means that the company has its own assets and liabilities, and its income is taxed in its hands. If certain requirements of the Income Tax Act are met, the company’s income may be taxed at a significantly lower rate than if it were earned by the individual shareholders as sole proprietors or partners. We would be happy to discuss with you whether your business would qualify for these preferred tax rates.
Do I need a shareholders' agreement or a partnership agreement?
Whenever you are going into business with other people, whether as shareholders or partners, you should have a written agreement which will help you in case of a dispute. In many instances, the agreements are never referred to. As long as the parties involved agree on how matters should be dealt with, they often ignore the provisions of the contract; however, those provisions are extremely useful if there is a falling out, a death or a disability of one of the parties.

These agreements deal with many things and may be, in some cases, very detailed. At a minimum, however, they should provide dispute resolution provisions, and mechanisms to deal with the death, disability or bankruptcy of one of the shareholders or partners.