CSLCS's Corporate Governance services focus on establishing strong governance frameworks that ensure accountability, transparency, and regulatory compliance within your organization.
We work closely with board members, management teams, and shareholders to implement best practices in governance, structuring your business for long-term stability and growth.
Our services cover everything from board composition and policy development to the resolution of disputes and drafting key agreements that govern internal and external relationships.
Examples of our Corporate Governance services include: ​
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Incorporation, amalgamations, and reorganizations of businesses
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Board structuring and composition advice
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Corporate policies (e.g., conflict of interest, code of conduct)
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Compliance with regulatory obligations (e.g., corporate filings, securities laws)
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Drafting Unanimous Shareholders Agreements
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Key personnel agreements (employment, executive compensation)
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Supplier and distribution agreements
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Shareholder dispute resolution
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Preparing corporate resolutions and minutes​​
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What is the difference between a share purchase and an asset purchase?In an asset purchase, the buyer acquires specific assets and liabilities of the target company, allowing more control over what is transferred. In a share purchase, the buyer acquires the company’s shares, along with all its assets and liabilities. CSLCS can help you assess which option best aligns with your business objectives, ensuring the structure of the deal is optimized for your needs.
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What are the key stages in an M&A transaction?The main stages include: (1) Pre-transaction planning and preparation, (2) Due diligence, (3) Negotiation of the purchase agreement, (4) Regulatory approval and financing, and (5) Closing and post-closing integration. CSLCS guides you through each stage, managing legal risks and ensuring the transaction proceeds smoothly.
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What is due diligence, and why is it important?Due diligence is the process of reviewing the target company’s financial, legal, and operational aspects to identify potential risks. It’s crucial because it helps you make informed decisions, uncover hidden liabilities, and negotiate better terms. CSLCS conducts thorough due diligence to protect your interests and mitigate risks.
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How long does an M&A transaction typically take?The timeline for an M&A transaction can vary, but it usually takes several months, depending on the complexity of the deal, the regulatory approvals required, and how quickly negotiations progress. CSLCS helps streamline the process and manages the legal aspects efficiently to minimize delays.
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What role does regulatory approval play in M&A transactions?Certain transactions, particularly those involving larger companies or specific industries, may require approval from regulatory bodies (e.g., Competition Bureau, Investment Canada). This is to ensure compliance with competition laws and national interest. CSLCS assists in obtaining the necessary approvals and ensuring that your deal complies with relevant regulations.
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How can I protect myself from post-closing liabilities in an M&A deal?One way to protect against post-closing liabilities is through indemnities in the purchase agreement, where the seller agrees to compensate for certain losses. Escrow arrangements and representations and warranties insurance are also common tools. CSLCS ensures that your agreements include robust protections to safeguard your business after closing.
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How can I ensure a smooth post-closing integration?A well-planned integration is key to realizing the value of the deal. This involves merging operations, aligning corporate cultures, and managing employee transitions. CSLCS can assist with the legal aspects of post-closing integration, including employee agreements, contract transfers, and resolving potential disputes, ensuring a seamless transition.