Business/Corporate Lawyers…Are you looking for a better alternative?? Employment opportunities with HazloLaw

Business/Corporate Lawyers…Are you looking for a better alternative??

HazloLaw – Business Lawyers for Business Owners, is a leading Boutique Business law firm headquartered in Ottawa, Ontario. Our Firm provides entrepreneurs and business owners with strategic, effective and tailored solutions for their legal and business needs. Through the use of technology, our business lawyers achieve an exceptionally high level of personalized service and responsiveness and are recognized for providing superior counsel and guidance to clients in a wide range of industries - locally, nationally and internationally. Our Firm is located at 449 Sussex Drive in the Byward Market; we are expanding with the following opportunities:

 

Business Lawyers / Corporate Counsels – 10-15+ years’ experience

We are looking for senior business lawyers with corporate/commercial law practices to join our growing and innovative business law group. Our firm is structured to be the ideal platform for business lawyers who want to focus on their practice and their clients and not the mundane day to day operations of a law firm. For more information about this opportunity, please contact our Chief Executive Officer, Hugues Boisvert today at hboisvert@hazlolaw.com Ref. #201363

 

Business Lawyers - 3-8+ years’ experience

We are looking for business lawyers with three to eight years of experience in general corporate/commercial matters and who have developed a client base. Experience in mergers and acquisitions, corporate reorganization, tax structuring, and corporate/ commercial agreements will be a decisive factor in the selection process. The positions will appeal to those looking for personal growth, opportunities to develop technical skills and financial rewards based on performance. For more information about this opportunity, please contact our Chief Executive Officer, Hugues Boisvert today at hboisvert@hazlolaw.com Ref. #201364

The Canada Revenue Agency: protecting Canadians from gifting tax shelter schemes

Ottawa ON, October 30, 2012 - The Canada Revenue Agency (CRA) is taking steps to better inform and protect taxpayers from gifting tax shelter schemes.

This is the time of year when promoters are heavily marketing their tax schemes to Canadians. For this reason, the CRA is reminding Canadians that if it seems too good to be true, it probably is. If a tax shelter promoter offers a tax receipt for a larger amount than the donation or payment, it is very likely not a valid donation.

Starting with the 2012 tax year, the CRA will put on hold the assessment of returns for individuals where a taxpayer is claiming a credit by participating in a gifting tax shelter scheme. This will avoid the issuance of invalid refunds and discourage participation in these abusive schemes. Assessments and refunds will not proceed until the completion of the audit of the tax shelter, which may take up to two years. All gifting tax shelter schemes are audited and the CRA has not found any that comply with Canadian tax laws. A taxpayer whose return is on hold will be able to have their return assessed if they remove the claim for the gifting tax shelter receipt in question.

The CRA has to date denied more than $5.5 billion in donation claims and reassessed over 167,000 taxpayers who participated in gifting tax shelter schemes. In addition, the CRA has revoked the charitable status of 44 charitable organizations that participated in these gifting tax shelter schemes. Since June 2000, the CRA has also assessed $63.5 million in third-party penalties against promoters and tax preparers.

The CRA urges Canadians who are considering entering into a tax shelter arrangement to obtain independent, professional advice before signing any documents. Independent advice means advice from a tax professional who is not connected to the tax shelter or to the promoter.

Corporate Directors on the Firing Line

The board of directors, which once seemed above the fray, is increasingly in the thick of it—fending off everything from bad publicity to nasty lawsuits.

By Philippa Maister - Corporate Counsel, July 9th 2012.

"The buck stops here."

It's a phrase immortalized by a sign on the desk of President Harry Truman, and it's often associated with the willingness of chief executives to accept responsibility for the performance of their companies. These days, however, the buck is often landing on the conference table where the board of directors sits. And the results aren't always pretty.

Consider recent events at Yahoo! Inc. In May the Sunnyvale, California–based Internet services company announced the resignation of CEO Scott Thompson, after just five months on the job. Third Point, a hedge fund that holds a substantial chunk of Yahoo's stock, had notified the board 10 days earlier that Thompson had misstated his academic credentials. He held a bachelor's degree in accounting, but had not completed a second in computer science, as he'd claimed—and as a simple Google search would have revealed, the fund's letter stated. Beyond the false credentials, Third Point said in a letter filed with the Securities and Exchange Commission that "shareholders must also question how the board of directors, specifically the search committee chaired by Ms. Patti Hart, could permit the company to hire a CEO with this discrepancy in the public record."

Third Point then turned its attention to Hart herself. The director, who chaired Yahoo's nominating and corporate governance committee, and was a member of its audit and finance committee, claimed to hold a degree in marketing and economics. Yet, Third Point noted, her degree was actually in business administration.

The hedge fund, which had been engaged in a no-holds-barred proxy fight to nominate its own slate of directors to Yahoo's board, won a complete coup. After Thompson left, Yahoo and Third Point agreed to a settlement. The company appointed three Third Point nominees to its board, while five Yahoo directors resigned immediately.

One of them was Hart. She said that her decision to resign was made at the request of the board of International Game Technology, where she is CEO. Embarrassingly, IGT's chairman, Philip Satre, was forced to issue a statement that his board "unanimously stands behind Patti as our CEO," and had found "no material inconsistencies in Patti Hart's academic credentials." (Hart did not respond to a request for comment.)

And all this occurred just a few months after Carol Bartz, Thompson's predecessor, told Fortune magazine, after she was fired, that Yahoo's directors were "doofuses."

Doofuses? Once upon a time, directors lived in a kinder, gentler world. They got paid for meeting a few times a year with their friends and listening to the company's officers tell them what to do. It was all very chummy and exclusive, and they didn't have to worry about nasty comments in the press—at least not about them. Or so it seemed.

These days, in a time of economic uncertainty and fraying public confidence in the integrity of business leaders, directors face challenges from myriad sources. Boards are expected to question management, play an active role in overseeing corporate strategy, have a role in risk oversight, and ensure that executive pay matches performance. The role of lead director has been created to provide leadership to other independent directors and counterbalance the weight of the CEO.
Increasingly, directors find themselves in the firing line. Activist shareholders have a greater voice in corporate decisions. Litigation seems to be a constant threat: Class action lawyers launch investigations into big mergers even before a plaintiff shows up. Regulators are stepping up enforcement. And generous incentives for whistle-blowers under Dodd-Frank are bringing tales of hidden misconduct to light.

In this environment, there's a risk that directors may be tempted to shirk tough decisions because they're looking over their shoulders at the potential fallout. Or they'll simply bail out.

continue reading this article at http://www.law.com/jsp/cc/PubArticleCC.jsp?id=1341133331503&thepage=2 

BDC Perspective: Subordinate financing - a lesser known financing alternative

You may have heard it called "mezzanine financing", "junior debt", "structured equity" or "quasi-equity financing" but as Anthony Esposti, Manager of Subordinate Financing at BDC explains, the myriad of names all share a common principal - subordinate financing is basically a hybrid of debt and equity financing.

"It shares some of the characteristics of debt financing because the borrower has the obligation to repay," emphasizes Esposti. On the other hand, subordinate financing also mimics equity financing because repayment is based on cash flow rather than depreciating company assets. "What's important to remember is that the word "subordinate" basically refers to the fact that the security of BDC, for example, ranks behind or is secondary to senior lenders." Ultimately, the risk is shared.
So what's the key advantage of this type of financing for a small or medium-sized business? "Subordinate financing provides the capital necessary for a business to fuel its growth or secure its continuity. Repayment is not based on diminishing asset value but more on cash flow potential." emphasizes Esposti.

Expected cost
Entrepreneurs can expect part of the cost to be in the form of fixed interest, which is a deductible expense. The remaining cost comes in the form of a variable component such as a royalty, bonus payments or options to purchase shares in the company at a discount. "It's a higher risk so naturally a investor is looking for a higher return," he says.

Right now, if you're considering subordinate financing as an option, Esposti believes that talking to organizations such as BDC is important. "The industry is typically focused on larger transactions at $5 million and over. The Business Development Bank is a dominant player in the market for smaller transactions under $3,000,000," he says. "As Canada's small business bank, we truly understand the needs of SMEs."

Who's eligible?
Essentially, BDC would consider a small or medium sized business eligible if they have a sound management team, a record of profitability and an established line of credit. This means that start-ups are not considered for subordinate financing "We're looking for companies that have a proven track record and want to move to the next level."

However, he emphasizes that subordinate financing is not a formula-driven solution and can be customized to specific needs, depending on factors such as business seasonality, working capital requirements and the repayment structure. "The first step is to sit down with your lender, bring in your transaction and explain exactly what you're looking for. After that, a customized deal can be worked out," he says.

Typical investment scenarios
So what are the most typical scenarios when lenders consider subordinate financing as an option?

Management buy-outs/buy-ins
With an aging population, many 50+ business owners are looking for ways to exit their companies. Subordinate financing can provide the necessary funds for an existing management team to invest in the company. "Basically, we're helping entrepreneurs fill the financing gap in a transaction ," says Esposti.

CASE
Company X is an insurance adjuster in business since 1986, one of the fourth largest in Canada, showing $22 million in sales and very profitable. 14 senior managers in the company want to buyout owners who are 60+ and are looking to retire. The lender structured a deal that involved an equity injection by the new owners, a loan provided by the exiting owner and subordinate financing to round out the financing.

Mergers & Acquisitions
Mergers & Acquisitions naturally involve both fixed assets and more difficult-to-finance and intangible assets such as "goodwill." Subordinate financing can help companies purchase the goodwill while preserving their cash flow during a period where some uncertainty may exist.

CASE
An online research company has been in business since 1973 but has postponed its IPO due to market conditions. The company has expanded into the US and acquired businesses that will drive 25% growth over the next two years. The company has proven profitability, a strong management team and is a market leader with consistently retained earnings. The deal involves subordinate financing with payment at maturity, allowing the business to preserve cash flow.

Working capital for growth
Subordinate financing is often used to finance working capital for growth, which enables companies to increase revenues and profits. Entrepreneurs looking to invest money in market penetration, improve product R &D or finance additional headcount can take advantage of subordinate financing without compromising their regular cash flow used for daily operations.

CASE
A hardware company in business since 1981 has recently completed development of a proprietary technology. Financing was needed to help the company market this technology to existing clients and a broader market. This business needed to react to the market on a timely basis and to pre-build a one-month inventory of its products. The subordinate financing deal enabled this company to do just that.

Looking to buy a business: Know what you're buying...

Before purchasing a business, you need to be sure you understand exactly what you're buying. That can be difficult. Valuating a business is not a simple exercise or an exact science. It simply provides a theoretical figure that will give you an idea of a fair price to pay.

Perform due diligence
The first thing to do when considering purchasing a company is to assess its financial statements, legal status and assets, including inventory, equipment and accounts receivable. You should use the services of in-house and outside experts to do this.

You should also confirm the vendor's good faith and the soundness of the business. If most of its sales are generated by only a few customers, for instance, you will need to confirm that they intend to continue doing business with the firm once you have acquired it.

You must also take into account any changes you intend to make to the company after acquiring it. No matter how essential these changes may be, keep in mind that their cost may substantially reduce the return on the capital you have invested.

Evaluating assets
The vendor should supply you with a detailed list of what is up for sale. These assets may include land, buildings, equipment, inventory, the name of the business, its customer list and any contracts it has with employees and suppliers, as well as prepaid expenses and intellectual property.

When assessing the value of a company's equipment, make sure you have model numbers, dates of purchase and a record of how well the machinery is working, along with maintenance schedules and warranty details. When appraising inventory, check the age and condition of the stock. Are any of these items obsolete? If they're perishable, are they still well within their best-before date? When assessing accounts receivable, you'll need to determine how likely it is the amounts owing will be repaid. Are the receivables old? Are they collectible? Has adequate provision been made for bad debts? Are there any disputes involved?

Company liabilities
Depending on the nature of the assets, a company's loans or unpaid liabilities may become your responsibility as a buyer. A previous lender might even be in a position to seize the company's assets as repayment for an unpaid loan, leaving you with nothing. You need to know if the company has signed agreements that might lower the value of the assets or limit your freedom of action.

Determining fair market value (FMV)
There are a number of ways to determine an asset's fair market value. A specialist's appraisal may be needed for assets such as real estate, major equipment or specialized inventory. Likewise, a collection agency can help you evaluate the true value of accounts receivable, especially when assessing a company with many customer accounts.

Never rely only on the judgment of your accountant or the seller. It's always best to obtain an independent report from an expert specializing in business valuations. This is an unregulated field, but the Canadian Institute of Chartered Business Valuators provides guidelines and a code of ethics.

There are two main methods of valuating a business: one based on assets, the other on earnings and cash flow. An asset-based valuation can be based either on its book value - the company's assets minus its liabilities, as shown in financial statements - or its liquidation value: what a business could expect to fetch if it sold all its assets, paid down all debts including taxes, and then distributed the surplus to shareholders. An earnings-based valuation looks more closely at a company's current and projected future cash flow.

Although it's ideal to try to compare your potential acquisition with a similar transaction, in reality you will rarely be able to do this. In general, little information on such deals is publicly available, and the terms of any deal are often too closely tied to conditions in a particular economic sector to make them truly comparable.

Implications of buying shares
Anyone buying shares in a company takes a stake in the business, together with all of its assets and liabilities, whether they are recorded on the company books or not. A purchase agreement can include a provision that involves a buyer directly in the management of the company, or the purchaser can remain a silent partner. This latter option can smooth the transition between owners, lowering the price paid by the purchaser and allowing existing owners to show buyers how a business is run. The purchaser sometimes has the option of buying out the remaining shares and becoming sole owner later. Such a scenario is more likely if the target business is publicly traded and if the buyer has purchased enough shares to have some influence on how it is run. If a business is privately owned, the owners may prefer an outright sale.

There are always risks. Deals like these can sour if the buyer does not get along with the original owners or if the new and original owners have conflicting strategies. A purchaser may also unwittingly become responsible for liabilities such as unrecorded income tax reassessments, lawsuits and warranty claims that were not recorded in the financial statements. The new owner should also avoid being bound by the previous owner's depreciation schedules, which can be altered based on the purchase price.