My Services
Please contact me to discuss how I can help you, terms of engagement, fees, and retainers for your specific situation, but here are guidelines I work with:
Transaction Advisory
Part of your team, from the outset
Whether you are buying or selling a business, commercial real estate, or a hotel, I offer transaction guidance and oversight services as a confidential, experienced, and objective neutral who has devoted his career to Canadian business owners as a transactions lawyer, business advisor, board member and intermediary.
Traditionally, transaction lawyers get heavily engaged after the business deal has been agreed to, and they focus on a narrow set of legal due diligence requirements, the definitive agreement, and the technical closing documents and closing mechanics. Their focus is risk and liability management from their client’s perspective, often without a full appreciation of the broader business or relationship context. Often clients lack the experience or insight to be able to fully manage the legal aspects of the transaction process, which can lead to the tail wagging the dog.
My preference is to be engaged at the outset, as the purchase or sale plans are being thought through or the business deal is being put together and relationships are being formed, with the broad business context top of mind, and before the transaction lawyers are identified and engaged. I want to be part of the client team engaging and managing the transaction team from their first retainer through to closing, and to provide deal guidance that a client might not be able to provide on its own.
Terms of engagement
My transaction advisory services typically include assisting my clients and their transaction team and professionals with all the following:
-
Purchase
Assessment of the target opportunity, the bidding and LOI negotiating process, identifying and retaining the transaction team as need (e.g., accounting, tax, legal, appraisal, investigation due diligence, etc.), negotiating and settling the definite agreement and schedules, completion of due diligence, arranging third party approvals or notifications as required (e.g., franchise, landlord, tenants, finance, union, employees, key suppliers, key customers), assessing deal status and whether to waive conditions or not, settling the terms of all definitive and closing documents, settling the statement of adjustments, managing the closing proceeds and flow of funds, and post-closing reporting, follow-ups and undertakings.
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Sale
Assessment of the sale opportunity, selecting and retaining any broker or intermediary, confidentiality agreements and preliminary disclosure packages, the bidding and LOI negotiating process, identifying and retaining the transaction team as need (e.g., accounting, tax, legal, etc.), negotiating and settling the definite agreement and schedules, responding to due diligence requests and completion of due diligence, arranging third party approvals or notifications as required (e.g., franchise, landlord, tenants, finance, union, employees, key suppliers, key customers), assessing deal status and any pre-waiver buyer requests or demands, settling the terms of all definitive and closing documents, settling the statement of adjustments, managing the closing proceeds and flow of funds, and post-closing reporting, follow-ups and undertakings.
Working with your other advisors
I handle some client closings myself, but often work in collaboration with law firms across Canada with whom I have existing relationships or work with my client's existing lawyers and other professional advisors to ensure that all transactions are fully documented and successfully completed.
I do not provide tax, accounting, or valuation services. Our communities have many excellent professionals licensed to provide those services, and I expect my clients to have those advisors in place or I will help them find the advisors they need.
Transaction fees
Fees for transaction advisory are dealt with on a case-by-case basis, with a scope of work determined between us and the rest of your transaction team.
Fees vary based on the scope of the retainer and the complexity of the transaction, but a typical base line is 0.20% to 0.50% of the purchase or sale price with a minimum of $5,000, and a break-fee of 40% earned at the end of due diligence whether the deal proceeds or not.
Commercial Real Estate
Buying, selling, financing, ownership structure, and managing
For more than thirty years I have been representing commercial real estate investors in the purchase, sale, financing, ownership, and management of their commercial and investment properties including apartment buildings, plazas, medical buildings, vacant land, and commercial development and redevelopment projects.
Terms of engagement
My commercial real estate services typically include assisting my clients and their transaction team and professionals with all the following:
-
Purchase
Assessment of the target opportunity, the bidding and LOI negotiating process, identifying and retaining the transaction team as need (e.g., accounting, tax, legal, appraisal, investigation due diligence, etc.), negotiating and settling the definite agreement and schedules, completion of due diligence, arranging third party approvals or notifications as required (e.g., franchise, tenants, financing), assessing deal status and whether to waive conditions or not, settling the terms of all definitive and closing documents, settling the statement of adjustments, managing the closing proceeds and flow of funds, and post-closing reporting, follow-ups and undertakings.
-
Sale
Assessment of the sale opportunity, selecting and retaining any broker or intermediary, confidentiality agreements and preliminary disclosure packages, the bidding and LOI negotiating process, identifying and retaining the transaction team as need (e.g., accounting, tax, legal, etc.), negotiating and settling the definite agreement and schedules, responding to due diligence requests and completion of due diligence, arranging third party approvals or notifications as required (e.g., franchise, tenants, financing, union), assessing deal status and any pre-waiver buyer requests or demands, settling the terms of all definitive and closing documents, settling the statement of adjustments, managing the closing proceeds and flow of funds, and post-closing reporting, follow-ups and undertakings.
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Financing
I work on borrower side representation only, including assisting the client team with selecting a mortgage broker to work with, assessing and selecting the best lender for the project, assessing the risks and benefits of portfolio versus standalone financing, assessing and commenting on terms sheets and offer letters, negotiating and settling the definite loan agreement or commitment letter, responding to lender due diligence requests and completion of due diligence, arranging third party approvals, postponements or notifications as required (e.g., franchise, tenants, other lenders, municipal authorities), arranging third-party payouts as needed, settling the terms of all definitive and closing documents, assisting with the closing process and flow of funds, and post-closing reporting, follow-ups and undertakings.
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Ownership Structure
I work with client team including accounting and tax advisors to select the appropriate ownership structure for an investment including corporate, joint venture, co-tenancy, or limited partnership, advise on core partnership issues including operational control, bare trusts, management responsibility and fees, decision-making, funding, default provisions, and exit strategies, draft the definitive partnership agreement and work with the clients to ensure they understand it, work with third parties as necessary regarding approvals and implementation (e.g., lender, franchise), draft all implementation document including setting up any trust requirements, complete necessary registrations and filings, and report on same.
Working with your other advisors
I handle most client closings myself, but often work in collaboration with lawyers across Ontario with whom I have existing relationships or work with my client's existing lawyers and other professional advisors to ensure that all transactions are fully documented and successfully completed.
I do not provide tax, accounting, mortgage brokerage, or valuation services. Nor do I provide complex development, planning, or municipal law related legal services. Our communities have many excellent professionals licensed to provide those services, and I expect my clients to have those advisors in place or I will help them find the advisors they need.
Transaction fees
Fees for transaction advisory are dealt with on a case-by-case basis, with a scope of work determined between us and the rest of your transaction team.
Fees vary based on the scope of the retainer and the complexity of the transaction, but a typical base line on a purchase and sale transaction is 0.10% to 0.35% of the purchase or sale price with a minimum of $5,000, and a break-fee of 40% earned at the end of due diligence whether the deal proceeds or not.
Hotel Transactions
Buying, selling, financing, ownership structure, and management agreements
For more than thirty years I have been representing hoteliers in the purchase, sale and financing of hotel properties, including development and redevelopment sites from coast-to-coast. I have acted on hundreds of transactions representing dozens of independent hotel owners and some of Canada’s most active family-owned hotel portfolio companies including:
- Sterling Hotels of Canada
- LHM Canada
- Palm Holdings
- Barney River
- Manga Hotels
- Easton’s Group of Hotels
- Marquee Group
- Aurora Group
- Samm Developments
- SCC Hospitality
- Devansh Group of Hotels
Terms of engagement
My hotel transaction services typically include assisting my clients and their transaction team and professionals with all the following:
-
Purchase
Assessment of the target opportunity, the bidding and LOI negotiating process, identifying and retaining the transaction team as need (e.g., accounting, tax, legal, appraisal, investigation due diligence, etc.), negotiating and settling the definite agreement and schedules, completion of due diligence, arranging third party approvals or notifications as required (e.g., franchise, tenants, financing), assessing deal status and whether to waive conditions or not, settling the terms of all definitive and closing documents, settling the statement of adjustments, managing the closing proceeds and flow of funds, and post-closing reporting, follow-ups and undertakings.
-
Sale
Assessment of the sale opportunity, selecting and retaining any broker or intermediary, confidentiality agreements and preliminary disclosure packages, the bidding and LOI negotiating process, identifying and retaining the transaction team as need (e.g., accounting, tax, legal, etc.), negotiating and settling the definite agreement and schedules, responding to due diligence requests and completion of due diligence, arranging third party approvals or notifications as required (e.g., franchise, tenants, financing, union), assessing deal status and any pre-waiver buyer requests or demands, settling the terms of all definitive and closing documents, settling the statement of adjustments, managing the closing proceeds and flow of funds, and post-closing reporting, follow-ups and undertakings.
-
Financing
I work on borrower side representation only, including assisting the client team with selecting a mortgage broker to work with, assessing and selecting the best lender for the project, assessing the risks and benefits of portfolio versus standalone financing, assessing and commenting on terms sheets and offer letters, negotiating and settling the definite loan agreement or commitment letter, responding to lender due diligence requests and completion of due diligence, arranging third party approvals, postponements or notifications as required (e.g., franchise, tenants, other lenders, municipal authorities), arranging third-party payouts as needed, settling the terms of all definitive and closing documents, assisting with the closing process and flow of funds, and post-closing reporting, follow-ups and undertakings.
-
Ownership Structure
I work with client team including accounting and tax advisors to select the appropriate ownership structure for a hotel investment including corporate, joint venture, co-tenancy, or limited partnership, advise on core partnership issues including operational control, bare trusts, management responsibility and fees, decision-making, funding, default provisions, and exit strategies, draft the definitive partnership agreement and work with the clients to ensure they understand it, work with third parties as necessary regarding approvals and implementation (e.g., lender, franchise), draft all implementation document including setting up any trust requirements, complete necessary registrations and filings, and report on same.
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Third Party Management
I work with both owners and management companies on the negotiation and implementation of third-party management agreements including ensuring brand approval and compliance with industry standards.
Working with your other advisors
I handle some client closings myself, but often work in collaboration with hotel lawyers across Canada with whom I have existing relationships or work with my client's existing lawyers and other professional advisors to ensure that all transactions are fully documented and successfully completed.
I do not provide tax, accounting, mortgage brokerage, or valuation services. Our communities have many excellent professionals licensed to provide those services, and I expect my clients to have those advisors in place or I will help them find the advisors they need.
Transaction fees
Fees for transaction advisory are dealt with on a case-by-case basis, with a scope of work determined between us and the rest of your transaction team.
Fees vary based on the scope of the retainer and the complexity of the transaction, but a typical base line is 0.10% to 0.35% of the purchase or sale price with a minimum of $5,000, and a break-fee of 40% earned at the end of due diligence whether the deal proceeds or not.
Business Relationships - Ownership Structure – Succession Planning – Estate Planning – Advisory Board
I work with owner managers, their families, and their advisors on a variety of strategic business planning matters, including:
- Business Relationships – with partners, investors, lenders, suppliers, customers, and other stakeholders, including putting them together, adjusting them to work better, taking them apart, and documenting them.
- Ownership Structuring – deciding on and documenting the most appropriate ownership structure for business, tax, and legal purposes, including corporations, joint ventures, limited partnerships, and business trusts.
- Succession Planning – identifying and resolving any key obstacles and identifying and implementing the best strategy for the client and their family including sales to third parties, sales to partners, sales to management team members, or transitioning to family members.
- Estate Planning – including corporate re-organizations, family trusts, wills and powers of attorney, and other estate planning matters.
- Advisory Board – putting one together, running and maintaining it, and participating as an advisory board member.
Hourly rates
Hourly rate engagements are available. My hourly base rate is $600 per hour, in 6-minute increments.
Daily rates
Depending on the project and engagement, daily rates might be preferable and are reduced from my hourly rate:
- $4,000 per day.
- $2,500 per half-day.
Advisory board appointment
Advisory board, investment committee and family counsel appointments are available and dependant on frequency and time commitment, but a good starting point is $2,500 per quarter, including one meeting per quarter, preparation, monitoring and follow up.