About this Blog

This Corporate Law Blog is for business owners, aspiring entrepreneurs, start ups and their advisors. Whether you are incorporating a company, restructuring your company, selling your business, buying a business, or anything in between – this blog is for you. New topics will be added on a regular basis.

About the Author – Peter J.F. Ferrari (B.Comm., J.D., CBI)

In 2018, myself along with the support of my team have completed over 60 M&A and commercial transactions!

I am a Partner with well over a billion dollars in transaction experience. I practice at Guild Yule LLP, an established mid-sized full service downtown Vancouver law firm that has provided outstanding legal services to British Columbia and across Canada for over 90 years. Experience counts! See my representative work and my testimonials.

My clients consist of business owners and entrepreneurs, start-up companies, and national banks and private lenders. I keep my practice focused in order to provide excellent value and in-depth service to my clients.

I endeavor to stay current with recent trends and developments in my practice areas. As such, I am an active member of the Business Law and Banking Law sections of the Canadian Bar Association as well as the Business Law section and Mergers and Acquisitions Committee of the American Bar Association.

I am also a Certified Business Intermediary (CBI) through the International Business Brokers Association.

Practice Areas & Memberships

Corporate and Commercial Law

MERGERS AND ACQUISITIONS

buying and selling businesses | acquisitions | divestitures
management buyouts | strategic acquisitions | venture capital
exit planning | pre-sale structuring
share transfer | non-competition agreements
non-disclosure agreements | earn out agreements | vendor take back loan agreements | transition services agreements

START-UPS & COMPANY GROWTH

setting up corporate share structure
shareholders agreements | limited partnership agreements
incorporating in British Columbia
equity raise | private placement | private issuer exemption | offering memorandum

CORPORATE LAW | COMMERCIAL LAW

corporate reorganizations and restructurings, including:
- capital restructurings, windups, amalgamations, estate freezes and rollovers, family trusts and other estate planning matters
- mergers and acquisitions (buying or selling a business)
- share purchase agreements | asset purchase agreements | hybrid transactions
employment agreements

COMMERCIAL DISPUTES

shareholder disputes | buy sell agreement buyouts, and advising on other commercial disputes such as breach of contract

Banking and Secured Lending Law

FOR LENDERS

Representing a wide range of clients ranging from private lenders to Canada’s national banks, I have been a trusted source for legal services on all aspects of banking and secured lending law and have secured over 200 commercial loans and nearly one half of a billion dollars of cumulative loan value. I am regularly hired to advise on security structure and risk management, prepare loan documentation including term sheets, facility letters, mortgages, promissory notes, guarantees, priority agreements and interlender agreements, general security agreements, personal property security and the like. I also have experience in cross-border transactions and cross-border securitization.

FOR BORROWERS

Representing borrowers from individuals to companies and private equity firms, I apply my depth of knowledge and experience from my lender’s experience to give you the best representation possible. It helps to understand what the lender’s counsel is thinking when we are negotiating on your behalf.

Memberships

Law Society of British Columbia

Canadian Bar Association

Business Law Section, Canadian Bar Association, B.C. Branch
Banking Law Section, Canadian Bar Association, B.C. Branch

American Bar Association

Business Law Section, American Bar Association
Mergers and Acquisitions Committee, American Bar Association

International Business Brokers Association

Certified Busienss Intermediary (CBI)/(Business Broker)

Representative Work

$10M Cross-border Acquisition of Mechanical Services and Installation Company (financing)

Represented large lending institution in providing acquisition financing for a cross-border share purchase acquisition. This involved placing security over multiple corporate entities in Canada and the United States.

$8M Sale of Geo-technical Business

Represented seller of assets of a large geo-technical services company. This transaction involved lengthy negotiations of earn-out terms and vendor financing terms.

<$1M Sale of Equipment Rental Business

Represented seller of assets of a well established equipment rental business in the Lower Mainland. This transaction involved lengthy negotiations of employee transfer provisions to mitigate Seller’s risk.

$1.73M Share Purchase (Insurance Brokerage)

General counsel to Purchaser with respect to the acquisition of shares of an insurance brokerage.

$8M Financing of Commercial Real Estate Acquisition

Counsel to Senior Lender in creation of debt facilities and securitization of collateral over multiple corporate entities and guarantors.

Management Buyout of Multinational Retail Clothing and Industrial Supply Business

Counsel to seller of shares in large retail business with operations in Canada and the USA. Comprised of 5 corporate entities in different jurisdictions including Canada, USA and Barbados.

$2M Financing of Acquisition of Shares in Management Buyout

Counsel to Senior Lender providing acquisition financing in management buyout of large manufacturing company.

$1.5M Acquisition of Services Business/Land

Counsel to purchaser of local services company including creation of family trust and land acquisition.

$275M Syndicated Loan

Part of team counsel to securitization of a $275,000,000 syndicated loan.

$15M Cross-border Lending Securitization

Counsel to Canadian Lender. Placed security over both Canadian and US companies in 3 Provinces and 7 states to secure a complex $15,000,000 cross-border commercial lending facility.

$1.3M Sale of Manufacturing Business

Counsel to owners of a British Columbia drive manufacturing business.

$3.4M Asset Acquisition

General counsel to private equity firm in acquisition of assets of regional trucking and delivery business.

$105M Reorganization and Asset Sale

Part of team counsel to reorganization and sale of assets of a large multinational manufacturing corporation consisting of over 20 entities.

$0.9M Sale of Shares

Counsel to shareholders in sale of shares in local marine parts sales and fabrication business.

$2.7M Management Buyout

Part of team counsel to management buyout by a minority shareholder of a consumer product manufacturing and distribution business.

$40M Real Estate Commercial Lending Facility

Counsel to a national financial institution securing a $40,000,000 loan pertaining to a real estate development project.

$3.25 Insurance Business Acquisition

Counsel to purchaser of a surety bonding and the property and casualty insurance business.

Insurance Brokerage and ICBC Autoplan Licence Acquisition

Counsel to purchaser of insurance brokerage and associated ICBC Autoplan licence.

Purchase of Shares in E-Commerce Website

Counsel to purchaser of shares in a travel based e-commerce website including over 30 domain names.

Franchise Acquisition

Represented buyer of a national chain franchise business.

$15.5M Federal Mortgage Brokerage

Counsel to investors to the capitalization of a federal mortgage brokerage and lending company.

$20M Insurance Brokerage Corporate Reorganization

Counsel to group of regional insurance brokerages in respect of a complex corporate reorganization.

Private Placement | PIPE

Facilitated private placement and bridge financing for TSX listed company. This transaction involved cross-border securitization and negotiation of transaction documents. Was co-lead counsel in transaction coordinating attorneys in Idaho, New York, and Toronto.