TREMBLAY LAW GROUP
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North Bay & Sturgeon FallsLaw Society of Ontario
Chambers Open·North Bay & Sturgeon Falls|100% Fully Bilingual Service (EN/FR)
Enterprise & M&A Chambers
Corporate & Commercial Law
“Architecting resilient corporate structures for enterprises across Ontario.”
Sustainable business growth relies on foundational legal clarity. Tremblay Law Group serves as trusted outside general counsel to privately held enterprises, family businesses, professional corporations, and non-profits across Northern Ontario. From corporate formation and capital structuring to cross-border distribution agreements, tax-driven Section 85/86 rollovers, and high-stakes mergers and acquisitions, we ensure your commercial operations remain protected, compliant, and positioned for optimal valuation.
Comprehensive Shareholder Agreement (USA) with shotgun and valuation clauses
Tax-coordinated corporate reorganizations and estate freezes
Asset vs. Share Purchase transaction structuring and closing
Ongoing corporate secretarial and minute book compliance maintenance
Practice Experience
320+ Active Corporate Clients
Northern Bar Advocacy
25+ Years
SCOPE OF LEGAL SERVICES
Comprehensive Legal Deliverables & Structuring
Every file is executed under rigorous statutory compliance standards, providing clear tactical guidance and structured deliverables.
01
Mergers, Acquisitions & Divestitures
Structuring, negotiating, and closing business sales, asset acquisitions, and management buyouts. We oversee due diligence, representations and warranties, non-compete covenants, and earn-out arrangements.
Key Scope & Deliverables
- Letter of Intent (LOI) & Confidentiality Agreements (NDA)
- Share Purchase Agreements (SPA) and Asset Purchase Agreements (APA)
- Vendor take-back (VTB) mortgage and security documentation
- PPSA lien clearance and bulk sales compliance
02
Shareholder Agreements & Governance
Drafting bespoke unanimous shareholder agreements (USAs), partnership contracts, and joint venture frameworks to preempt shareholder disputes and protect minority rights.
Key Scope & Deliverables
- Shotgun (buy-sell), drag-along, and tag-along rights
- Disability, death, and mandatory redemption insurance mechanisms
- Dispute resolution and independent business valuation protocols
- Corporate governance resolutions and board advisory
03
Corporate Reorganizations & Estate Freezes
Partnering with your CPA to implement tax-deferred asset rollovers under Sections 85 and 86 of the Income Tax Act, establishing family holding corporations and discretionary family trusts.
Key Scope & Deliverables
- Section 85/86 rollover agreements and election filings
- Creation of multi-class share capital (growth vs. fixed freeze shares)
- Establishment of Family Holding Companies and Trust deeds
- Redemption of promissory notes and capital dividend account distributions
04
Commercial Contracts & Regulatory Compliance
Drafting enforceable operational contracts including master services agreements, distributor contracts, technology licensing, and commercial equipment leases.
Key Scope & Deliverables
- Master Service Agreements (MSA) & Statements of Work (SOW)
- Non-Disclosure, Non-Solicitation & Restrictive Covenants
- Independent Contractor vs. Employee Risk Assessments
- Annual Corporate Return filings and Minute Book rectifications
GOVERNING STATUTORY FRAMEWORK
Applicable Ontario Statutes & Acts
Our legal strategies are grounded in direct statutory compliance, strict limitation awareness, and governing Ontario precedents.
Ontario Business Corporations Act (OBCA)
R.S.O. 1990, c. B.16
Governs corporate incorporation, director duties, shareholder rights, and corporate amalgamations.
Canada Business Corporations Act (CBCA)
R.S.C. 1985, c. C-44
Provides the statutory framework for federally incorporated commercial entities in Canada.
Personal Property Security Act (PPSA)
R.S.O. 1990, c. P.10
Establishes priorities and perfection rules for secured commercial financing and equipment liens.
PROCEDURAL ROADMAP
Step-by-Step Matter Progression
From initial conflict clearance to final resolution, every milestone is systematically documented and executed.
01Week 1
Strategic Intake & Structure Scoping
In-depth assessment of commercial objectives, tax planning coordination, and corporate structure design.
02Week 2 - 3
Due Diligence & Drafting
Drafting foundational articles, shareholder agreements, or transaction contracts with full corporate searches.
03Week 3 - 4
Negotiation & Tax Alignment
Refining deal terms, resolving indemnification caps, and synchronizing rollover share attributes with CPAs.
04Closing Date
Formal Execution & Minute Book Delivery
Closing binder compilation, share certificate issuance, registry filing, and certified Minute Book delivery.
REPRESENTATIVE ENGAGEMENTS
Proven Strategic Outcomes
Anonymized case profiles illustrating our tactical approach and client outcomes.
$3.8M Industrial Equipment Enterprise Acquisition
Context & Challenge:
A regional forestry and mining equipment contractor was acquiring a competitor with significant inventory, proprietary patents, and commercial real estate.
Chambers Strategy:
Structured a hybrid asset-and-share purchase agreement with an earn-out mechanism, secured vendor take-back financing, and environmental remediation escrows.
Achieved Outcome
Seamless closing without operational interruption, ensuring complete indemnification protection for the purchaser.
FREQUENTLY ASKED QUESTIONS
Essential Legal Inquiries
Buyers generally prefer Asset Purchases to step up the depreciable cost base of equipment and avoid inheriting unknown corporate liabilities or tax arrears. Sellers typically prefer Share Purchases to utilize their Lifetime Capital Gains Exemption (LCGE). We analyze both models to negotiate balanced purchase agreements with protective representations, warranties, and holdbacks.
LEAD COUNSEL
Counsel Assigned to this Practice
Christian Tremblay
B.A. (Hons), LL.B.
Managing Partner & Founder
Christian Tremblay is the Managing Partner and founding principal of Tremblay Law Group Professional Corporation (formerly Wallace & Klein Partners in Law). Born and raised in Northern Ontario, Christian has practiced law across North Bay, Sturgeon Falls, and the greater Nipissing district for over 25 years. He serves as a designated prosecutor for provincial offenses for the Ministry of Transportation and the Ministry of Natural Resources and Forestry, while directing the firm's corporate/commercial, real estate, construction, litigation, and estate practices.
Taylor Trottier
B.A. (Hons), J.D.
Associate Lawyer · Corporate Commercial, Estates & Litigation
Taylor Trottier joined Tremblay Law Group in the summer of 2019. He maintains a comprehensive practice serving corporate and individual clients across Corporate/Commercial transactions, Estate Planning and Estate Litigation, Civil Litigation, Real Estate conveyancing, and Family Law. Taylor provides Northern Ontario business owners and families with structured, forward-thinking legal counsel.
Jeff Jordan
B.A. (Hons), J.D.
Associate Lawyer · Litigation, Corporate & Real Estate
Jeff Jordan joined Tremblay Law Group in the spring of 2021 as a student-at-law and was called to the Ontario Bar in October 2024. Jeff focuses on civil litigation, corporate and commercial law, real estate transactions, wills and estates, and family law. Bringing energetic rigor and in-depth research to the team, Jeff assists clients with precision throughout negotiations and court proceedings.
Fee Structure Standard
Flat-Fee Packages for Inception / Milestone Retainer for Transactions
Standard incorporations, shareholder agreements, and annual minute book maintenance are delivered on clear fixed-fee models. M&A deals and reorganizations feature structured milestone retainers.
SOLICITOR-CLIENT PRIVILEGED INTAKE
Initiate Inquiry: Corporate & Commercial Law
Your matter details will be screened by our intake desk for conflicts of interest within 1 business day.
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