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Business Law

The lawyers in Lawrences’ Business Law Group are trusted legal advisors who are with their clients for the long haul—often across generations—at all stages of the business cycle. We have extensive experience in all aspects of business law. Our clients are primarily privately owned, typically owner-managed (and frequently family-owned) businesses and the people that own, invest in, manage or lend money to them throughout Brampton, Peel Region, the Greater Toronto Area, and southern Ontario.

What is a proxy? What is franchising? What is a trade-mark? What is a partnership? What is a tax rollover? What is an amalgamation? What is credit-proofing? What is a “material fact”? What is a disclosure document? What is the oppression remedy? What are intellectual property rights? Why do we need a partnership agreement? What are the benefits of a family trust? As a shareholder, what am I entitled to? What are the consequences of rescission? Do I need a lawyer to review my agreement? How would a shareholder agreement protect me? Why do I need to change my business structure? I put money into my business. Should I secure it? What is an estate freeze and why should I do one? I am starting a new business. Should I incorporate? What corporate governance rules apply to my business? What is a minute book and what documents does it contain? As a business owner, do I need a business succession plan? How can I protect the money I have invested in my company? What can I do if I do not like a decision made at a meeting? What is the difference between a franchisor and a franchisee? What is the difference between a trade name and a trade-mark? I can incorporate my company online. What more is there to do? Are there any franchise-specific laws in Ontario that protect me? I want to sell my company. Should I sell its shares or its assets? I want to buy a company. Should I purchase its shares or its assets? What is the difference between a share purchase and an asset purchase? In a shareholder’s dispute, are legal fees payable from company funds? If I have agreed to a deal verbally, why do I need a written agreement? What is meant by a registration under the Personal Property Security Act? Why is it important to maintain accurate and up-to-date corporate records? What are my rights as a member of a not-for-profit corporation in Ontario? What if I don’t provide a prospective franchisee with a disclosure document? What are my duties as a director of a not-for-profit corporation in Ontario? Do franchisors have to provide financial statements to prospective franchisees? When must a notice of an annual general meeting (“AGM”) of shareholders be delivered? I’ve been told that my distribution agreement is a franchise agreement. How can that be? What is the difference between a not-for-profit corporation and a charitable corporation? Do I have to identify myself to the public using my company name or can I use another name? What are the most significant changes in the law that applies to not-for-profit corporations? How can I be sure that the information in the disclosure document is truthful and not misleading? What are the practical implications of failing to keep accurate and up-to-date corporate records? Do I need a lawyer to review my agreement to purchase the assets or shares of a company before I sign it? My business partner and I have just started a business as equal shareholders in a corporation. Do we need a shareholder agreement? If a lessee is late in making a payment due under a leasing equipment agreement, does that automatically mean that the lessee is in default? I am negotiating a loan from the bank and the bank wishes to take a “general security agreement” from my corporation. What is a general security agreement? A friend and I are 50/50 shareholders in a company. We cannot agree on how to run the company. I want to sell the company and its assets, but my friend does not. What can I do? I’ve recently entered into a distributorship arrangement with a company that will promote its services using my trade-marks. What protections should I build into my distributor arrangement? A prospective buyer wants to see the financial statements of my business and other confidential information. How can I protect this confidential information while still furthering the potential sale? I am in talks to purchase a business. Without a lengthy purchase agreement with negotiated representations and warranties and related legal provisions, how can I determine if the other side views the business deal as I do? I am a minority shareholder. What steps can I take against the majority shareholder, who I suspect of misappropriating company funds, and refuses to provide me with the company records that a minority shareholder is entitled to at law?
Over the years, it has been a privilege to have been represented by Louis Vouloukos - from his tenacity to deliver optimal results to his refreshing candour, all the way to his zeal for the law, life and family.  There is no one else that I trust more with the affairs of the legal world and my family's interests than I do, Louis.  To borrow a line from the movie, Jerry Maguire, Louis is my "Ambassador of Quan."  Continued success to you, Louis, and sincere thanks for all that you have done for myself and our family. 

Chris C.


As a retired senior executive, when I needed a lawyer to handle our small business incorporation, I took the time to investigate a number of options and was impressed when I spoke to Louis Vouloukos of Lawrences.  It was immediately clear to me that Louis not only had great command of the subject area and a deep understanding of the law, but he also had the practical experience and perspective to bring that knowledge to bear efficiently and effectively in "real word" situations.  After speaking with Louis I knew that Lawrences was the firm for me.

Sometimes it's the little things that make the difference.  When dealing with Louis I found that an honest, personal touch, integrity and drive to do the right thing also came along with his strong knowledge and skills.  I experienced this personal touch along with outstanding professional capabilities throughout Lawrences - from an actual live receptionist who greets you with a kind and helpful attitude to a corporate clerk who mixes her great experience and knowledge with a smile.     

Our incorporation is now complete and through this process my strong positive opinion of Louis and the team at Lawrences has continued to grow.  My next steps will be to work with Lawrences on employment and business contracts as well as updating wills and estates.  I know that in Louis and Lawrences I have found a trusted partner in law that I can rely on for many years to come.  I am sure that they will be handling the distribution of my estate - but hopefully not too soon.

I would highly recommend Lawrences to any individual or firm looking for an outstanding firm with which to partner.

Steve Square

Lawrence, Lawrence, Stevenson LLP provided me with tremendous support, knowledge, and experience in handling the sale and dissolution of our corporation, and ultimately satisfying its 200 plus members.  I felt confident and had trust in the legal guidance and responses of Heather Picken and Michael Luchenski in handling the corporate and real estate issues at all times.  I can highly recommend this team to any corporation seeking similar legal services.

Bruce McClure
Peel Seed Co-operative Inc.

“Lawrences has been around for over 90 years and there is good reason why. I have used the firm for a number of corporate issues, real estate matters, estate planning, employment law, and dispute resolution over the past five years. If there is a deadline, they meet it; if it's returning a phone call, it gets done, and if it's an email to discuss or send, you can rest assured it's being looked after.

Lawrences is not one person trying to tackle every task, but a very experienced team of professionals with expertise in every field—by far the best law firm my company has been exposed to over the last ten years. The lawyers will always give you an honest opinion and always make sure you’re getting the best possible guidance—not just one person in your corner but a whole support team.

Michael Luchenski makes sure to communicate so everyone can understand. Lawrences adds a personal touch to make sure their clients are not only satisfied with the work Lawrences provides to the client, but also—most important—how the clients feel when they leave the office.”

Paul Azzopardi
Kenco Machinery Movers & Millwrights Ltd.

“When I needed to incorporate a new company following the purchase of outstanding shares in an existing one, my family’s lawyer said my business was too big for him and recommended that I go to Lawrences. Partner Michael J. Luchenski was there on the spot and has provided expert and timely service since 2008.”

Kerry Knudsen
W.I. Media Inc.

“Lawrence, Lawrence, Stevenson LLP has provided highly personable and reliable service for our company in times of need. Michael Luchenski is very knowledgeable and was able to advise us on a variety of legal questions. Beyond being a great asset to the Brampton Real Estate Board, Lawrence, Lawrence, Stevenson LLP has also become a part of the BREB family and we would recommend their services to anyone.”

Gerry Verdone, CRAE
Brampton Real Estate Board
Executive Officer

“For over 20 years the club has relied on the services of Lawrence, Lawrence, Stevenson LLP for our corporate legal matters. The firm has been wonderful to deal with, professional in their approach and invaluable in providing guidance on a variety of issues.”

Dave Fox, CCM, CCE
Islington Golf Club
General Manager

“SPS Inc. has been with Lawrences since our inception 15 years ago. We started with one business and now, four ongoing businesses later, our relationship with them is still going strong. We have always received timely and relevant legal advice. Bill Sirdevan is very knowledgeable in all aspects of business and employment law and we are very pleased to have him assist us.” 

A. J. Bajwa
SPS Inc.

In 1967, Relamping Services was founded in Brampton, Ontario. Throughout our business relationship, Lawrences Lawyers’ professionalism, confidentiality, and exceptional expertise in Corporate Law, Real Estate Law, and Estate Planning has allowed us to remain focused on the growth of our business. As fast as business decisions are made, Lawrences has been an ideal partner as our business has grown to a national lighting services company.

G. David Searle
Relamping Services Canada Limited

“I have worked with corporate and estates lawyers at Lawrences for over a decade. I have always been impressed with the level of competency, responsiveness, and the practicality of their service. I look forward to another decade working with them and 100 years of Lawrences!”

Colin Smith
Thorsteinssons LLP Tax Lawyers

Mar 13, 2015 | Case Study

Shareholder Dispute in Control of a Corporation

The Problem A group of minority shareholders of a corporation had invested hundreds of thousands of dollars into the purchase and renovation of a r...

Mar 13, 2015 | Case Study

Membership Dispute

The Problem A not-for-profit organization was involved in a dispute over the membership of the organization. The corporate records had not been mai...

Mar 13, 2015 | Case Study

Shareholder Dispute over Financial Direction

The Problem A group of minority shareholders wished to sell the corporation as a result of a disagreement with the majority shareholders regarding ...

Mar 13, 2015 | Case Study

Business Reorganization to Transition Holdings to the Next Generation

The Problem The founding shareholders of a well-established business that operates through a corporate structure wanted to transition their holding...

Mar 13, 2015 | Case Study

Setting Up a Holding Company

The Problem Two shareholders had incorporated a corporation to operate a very successful business. They owned all of the shares of the corporation ...

Mar 13, 2015 | Case Study

Governance of a Not-For-Profit Corporation

The Problem A not-for-profit corporation experienced repeated disruption at its annual general meetings as various factions attempted to take over ...

Mar 13, 2015 | Case Study

Review of a Franchise Disclosure Document

The Problem A prospective franchisee requested our assistance in reviewing the disclosure document of a new franchisor. Our Approach Applying our...

Mar 13, 2015 | Case Study

Settlement of a Franchise Dispute

The Problem We were retained by a regional franchisor to advise and represent it in connection with a lawsuit filed against it by one of its former...

Mar 13, 2015 | Case Study

Business Reorganization for Tax Savings

The Problem A successful business was being operated through a corporation that owned both the operating business assets and the real estate housin...

Mar 13, 2015 | Case Study

Transfer of a Family Company to the Next Generation

The Problem The founder of a successful business wished to retire and have his son and daughter succeed him in owning the business. To fund his ret...

Sep 15, 2015 | Article

Selling Your Business: 12 Mistakes to Avoid

Business owners who run their own companies make huge investments of time, money and expertise to make their businesses successful and should be ab...

Oct 01, 2014 | Article

Franchise Law Part 3: Fatal Flaws in Disclosure Documents

In our fictitious example, the Singhs believe that since they provided a disclosure document, and since Mr. Howard signed his franchise agreement 23 months ago, he cannot rescind the franchise agreement, as the 60-day period for rescission noted above has passed. However, Mr. Howard’s position is that the absence of a signed certificate was such a material deficiency that he did not actually receive a disclosure document. Therefore, Mr. Howard claims that the two-year rescission period applies, rather than the 60-day rescission period. The courts have tended to agree with Mr. Howard.

Apr 01, 2014 | Article

Changes to Legislation Governing Not-For-Profits: Getting Ready for the ONCA

Do you help to run a not-for-profit corporation, such as a social club, sports team, trade or professional association, cultural or faith group, or charity? Then you should read on, because the legislation governing incorporated not-for-profit groups is changing.

Apr 01, 2014 | Article

Franchise Law Part 2: What is a Franchise Disclosure Document?

In Part 1 of this series on franchise law, we described Mr. and Mrs. Singh’s diner that offers customizable, affordable, healthy food in a trendy setting. The Singhs have now successfully tested their concept at several locations, registered a trade-mark, and incorporated a company (“SHD Inc.”), of which they are both directors. They now want to franchise their business and have been told they need a disclosure document.

Dec 01, 2013 | Article

Franchise Law Part 1: So You Want to Franchise Your Business?

Mr. and Mrs. Singh have created a unique business: a diner that offers customizable, affordable, and healthy sandwiches, salads and soups in a trendy setting. They opened their first store in 2010 and their business concept worked. Customers often tell them they should franchise their business. The idea is very appealing to the Singhs, but they have no idea how to go about it.

Dec 01, 2011 | Article

New Legislation Simplifies Incorporation and Reporting: Attention all Members of Not-for-Profit Organizations!

Many of our clients are active in organizations that are run for a specific purpose other than profit. These organizations, many of which are incorporated, range from registered charities, to trade associations, to sports and social clubs. In a previous article (The Lawrences Letter, Summer 2007) we outlined the legal responsibilities of directors in not-for-profit organizations, noting that such directors were held to a higher standard than were directors in for-profit corporations. With the proclamation into force of the Canada Not-for-Profit Corporations Act on October 17, 2011, all that has changed.

Oct 01, 2011 | Article

Is Your Business Accessible to People with Disabilities? Part Two

If your organization has 20 or more employees or is in the public sector, you must also: Document in writing all your policies, practices and procedures for providing accessible customer service and meeting other requirements set out in the Customer Service Standards.

Oct 01, 2011 | Article

Is Your Business Accessible to People with Disabilities? Part One

Joan and Preeti are the franchisors of a small chain of fast-food restaurants. Each restaurant is owned and operated by a different franchisee. Each franchisee has up to ten employees. Three of the five franchised restaurants are in neighbourhoods where there are long-term care facilities and retirement homes, so each restaurant has a percentage of customers who suffer from a disability. One of their franchisees has just called to ask about a reminder they’ve received from the Ontario government about complying with new accessibility standards by January 1, 2012. She wants to know when the franchisor (Joan and Preeti) is going to take care of the new requirements.

Jul 01, 2009 | Article

Protecting the Money You’ve Made

John and Jane run a website development business through their corporation, Risk Inc. John and Jane’s business grows and Risk finds itself with significant retained profits. This gives John and Jane the confidence to have Risk branch out into software development.

Oct 01, 2008 | Article

Shareholder Agreements: When the Honeymoon Is Over

Beginning a new business venture is somewhat like a marriage: it’s a new partnership where each partner brings something to the union. Partners in a business venture might contribute ideas, capital, hard work, skills, or assets. In return, they receive an ownership stake in the business and hope to see tangible returns for their efforts.

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