Best Corporate lawyers for the Mid-market in Canada as ranked by Lexpert

Corporate Mid-Market laywers refers to an area of transactional work involving businesses (private and public) whose revenues fall in approximately the $50 million to $200 million range. The nature of the businesses involved tends to include predominantly knowledge-based companies (technology, life sciences) who engage in transactions of a size that is typical of a Canadian mid-market M&A transaction without having regard to the revenue.

M&A practitioners focusing in this area are primarily called upon to develop transaction strategy and to advise (alongside the appropriate specialists) on the law as it relates to corporate, securities, finance, tax, competition, labour, employee benefits, real property, regulatory, environmental, intellectual property, litigation and the transaction.

Please be advised that the Lexpert directory has practice areas specific to:

• Mergers and acquisitions lawyers
• Labour relations lawyers
• Intellectual property lawyers
• Employment lawyers

What does a corporate lawyer do?

Corporate lawyers are employed by large enterprises down to SMEs with regard to their expertise on the federal laws and provincial and territorial statutes relating to businesses and corporations. The corporate lawyers that we have rated below as the best are focused on mid-market corporations. We cover what qualifies a company as mid-market further down in this article.

Corporation law

Corporation law is that branch of law generally governing corporations, from its inception, until its dissolution or bankruptcy, and the regulations imposed upon these corporations by the government. Since juridical entities or corporations have a separate legal personality from private persons, corporation law sets out their differences in law.

The Canada Business Corporations Act (or the CBCA) is the federal statute governing Canadian business corporations. The Act provides for the steps of incorporation; the capacities and powers of a corporation; the reports it needs to file; the authority, duties, responsibilities and liabilities of its shareholders, directors and officers; and the procedure for the liquidation and dissolution of a corporation.

Corporate lawyers

The work of corporate lawyers is typically around the CBCA, the corporation they serve, and the applicable provincial or territorial regulating statutes. In order to advise clients or corporations – whether they are small businesses, mid-market, or enterprises – of their rights, responsibilities, and duties, the best corporate lawyers are well-versed in these statutes and have a good grasp on the administrative workarounds of these statutes.

Overall, corporate lawyers ensure that the corporation complies with the impositions upon them by these federal and provincial or territorial regulating statutes, and other government regulations; oversee that the corporation also complies with the statutory standards with respect to its operations and its employees; and represent the best interests of their clients before any judicial court or administrative tribunal.

• Incorporation: At the onset of a corporation, a corporate lawyer is hired to guide the incorporators and other stakeholders of the incorporation process. This is to guide them on the numerous requirements set by the CBCA, and the provincial and regulating statutes, not only pertaining to corporation laws, but also of taxation laws.
• Shareholders and employees: Under the corporation law, a corporation is a separate judicial entity from its shareholders and employees. Thus, a corporate lawyer generally represents the corporation per se, and not its shareholders and employees, although the latter are the legal representatives and physical actors of the corporation. Although, this rule is absolute, especially in cases where the shareholder committed gross negligence or extrinsic fraud.
• Contracts: Being learned in legal forms, corporate lawyers assist corporations with the contracts they enter into – from drafting, including the necessary terms and clauses thereto, negotiations in case of disagreements, and enforcing such contracts when there are breaches. These contracts may be in whatever form, such as sales contracts, lease agreements, partnerships, among others.
• Arbitration or mediation: As an offshoot of the role of corporate lawyers in crafting and enforcing corporate contracts is the ability to mediate disputes or submit to proper mediation or arbitration institutions such disputes whenever proper, or when the contract between the parties say so.
• Mergers and acquisitions (M&A): M&A are also part of a corporate lawyer’s job, especially when dealing or negotiating with other companies, in order to arrive to a mutually beneficial deal for the two companies in the M&A. In this regard, compliance with securities regulation and taxation laws are also a part of corporate lawyers’ expertise.
• Litigation: As the work of corporate lawyers are mostly transactional, court or administrative actions are resorted to whenever the need arises, and in here, corporate lawyers are the ones to best represent their client-corporations before the court or tribunals.

What is considered a mid-market company?

Middle-market companies, or mid-market market businesses, are those businesses that are neither considered small businesses nor large, major enterprises. In other words, they are too small to be a big business, but they are also large enough to be considered a small business.

Although, there is really no set standard for how much yearly revenue or customers served for one to be considered as a mid-market business, certain financial institutions have considered some criteria in order to delineate between a small business, mid-market, and large enterprises.

• Small businesses: Have less than 100 employees and have an annual revenue of $5 to $10 million. These are the emerging businesses, small start-ups, local shops or restaurants, and online businesses.
• Mid-market companies: Employ about 101-500 workers and have an annual revenue of $10 million to $1 billion. It is at this level where many are looking to expand, franchise, and grow their business into multiple regions. Corporate lawyers are essential at this stage. Most typically, the corporations focused on by these lawyers are in the $50 million to $200 million range.
• Large enterprises: Those having over 500 employees and over $1 billion annual revenue. These are the companies whose brand names are popularly known, and may be located in multiple areas.

What are mid-market mergers and acquisitions?

Mergers occur when two entirely separate companies agree to incorporate into a single company, and acquisitions is when one company acquires or buys-out another, including its stocks and assets.

Middle-market mergers and acquisitions, or mid-market M&A for brevity, happen in many ways, such as when one mid-market company acquires another mid-market or a smaller company; when two mid-market companies merge; when two smaller companies merge to achieve a mid-market status; or when a large company acquires or merges with a mid-market company.

Currently, there mid-market lawyers who can assist in mid-market M&As. Mid-market lawyers advise their clients on coming up with a beneficial M&A, in accordance with the other branches of law, such as taxation, securities, labour, among others.

Need help with corporate laws, the CBCA, or any other corporate matters? Reach out to the best corporate lawyers for the mid-market as ranked by Lexpert below.