Insights

Technology and Licensing

CP LLP advises domestic and foreign clients on a broad range of technology issues, including drafting and negotiating agreements relating to licensing, software development, cloud services (including SaaS, IaaS and PaaS) and e-commerce.

Our technology lawyers can also address legal issues relating to privacy and data and technology intensive transactions, such as mergers and acquisitions, IP and technology acquisitions and divestitures, collaborations and joint ventures.

Mergers and Acquisitions

M&A is one of the principal practice areas for CP LLP.

Our Transactions Group has deep experience with all manner of acquisitions, divestitures and amalgamations, both for private and public companies.

From transactions valued in the hundreds of millions to the sale of smaller family owned businesses and start-ups, we have the experience, expertise, insight, commercial sensitivity and business acumen to help you successfully close your transaction.

Trademarks

Our goal is to inform and guide brand owners with a practical and value-driven approach. Our services cover all aspects of trademark law and our team is equipped to meet the needs of a range of clients, from start-ups to Fortune 500 companies.

Some of the specific  services that we offer include:

Real Estate and Commercial Tenancies

We act for both vendors and purchasers in disputes arising from agreements involving real property, from complex commercial transactions to aborted residential sales.  We focus on protecting our clients’ interests in land using practical and creative strategies, with expertise in suing for specific performance, obtaining certificates of pending litigation on title, seeking partition and sale of lands, asserting constructive trusts and resulting trusts over property, and bringing summary judgment motions for timely resolution of breaches of purchase and sale agreement claims. In the commercial tenancies context, we act for landlords and commercial tenants in disputes over the interpretation of lease provisions, breaches of covenants, lease extension agreements, property management contracts, and remedies under the Commercial Tenancies Act.

Corporate Finance and Securities

Our practice includes extensive experience acting for private companies, reporting issuers, venture capital funds and investment dealers.  We provide legal and strategic advice and access to our relationships in the investment and securities regulatory community, which have been nurtured over many years.

Our broad range of services in this space include:

• private placements and public offerings of equity and debt securities for private companies and public companies listed on all Canadian stock exchanges including the TSX, TSX-V, CSE and NEO
• acting for and originating Capital Pool Companies on the TSX-V
• going public transactions including initial public offerings and reverse take-overs including Qualifying Transactions on the TSX-V
• establishment and ongoing representation for venture capital funds
• regulatory compliance for reporting issuers including continuous disclosure matters

Our clients are leaders in a broad range of industries, including technology, mining, online gaming and cannabis.  In addition to acting for companies, investment dealers and venture capital funds on a broad range of financing transactions, both pre and post public, we also actively assist our clients in sourcing financing, investment opportunities and general deal flow.

Commercial

CP LLP has over 25 years of experience drafting and negotiating all manner of complex commercial contracts, including, joint venture, collaboration, software development, outsourcing, cloud service, consulting, e-commerce, sales and marketing, manufacturing, supply, licensing, sale of goods and distribution agreements.

Corporate Governance

We provide our clients with a wide range of corporate governance services, including:

• advising public and private company boards
• advising board committees including special and independent committees
• advising on board and management compensation matters
• conducting and advising on board and shareholder meetings
• drafting and advising on governance documents including board mandates, charters and by-laws
• continuous disclosure matters
• governance reviews
• litigation of shareholder and governance disputes
• proxy solicitations

When coupled with our expertise in corporate finance, securities regulation and mergers and acquisitions, we provide a full slate of services to the c-suite and boards of public and private companies.

Licensing

At CP LLP we draft, negotiate, and provide strategic and due diligence services with respect to a full range of licensing and technology agreements including trademark, patent and copyright licenses, film, television and other content licenses, distribution agreements, software agreements, consulting agreements and confidentiality agreements.

Privacy and Data

The collection, storage, disclosure, retention and use of customer and other data continues to transform every business.

How a business handles personal and other confidential data can have a significant consequence on its reputation, competitiveness and liability.

CP LLP provides strategic advice on a wide range of privacy and data compliance issues.

Patents

CP LLP can provide you with best practice advice on securing and exploiting your patent portfolios, including in the context of patent licensing, as well as the analysis of patents and patent related agreements in M&A transactions, joint ventures and other commercial undertakings.

Copyright

Copyright protects the expression of ideas, instead of the ideas themselves, including software, literary, dramatic, artistic, photographic and musical works.

Copyright continues to play an integral role in emerging technologies.

Whether for purposes of effective client representation in technology related M&A, licensing, software development, joint ventures or in the creative industries, we have the in depth knowledge and understanding of copyright issues that is required.

Arbitration

Disturbed by the inefficiencies, delays and the procedural quagmire of court processes, and determined to find real time solutions to their business disputes, business people are increasingly inserting arbitration provisions into their  business contracts requiring the parties to those agreements to resolve their disputes by arbitration rather than before the courts.

Our Litigation Group, with its advocates who are themselves qualified as arbitrators, and who have extensive experience as counsel before single and three person arbitration panels, both domestically and internationally, keenly understands that arbitration can be so much more than merely the conduct of a court-like trial before arbitrators.

Our successful arbitration practice helps parties to fashion procedural rules that allow disputes to be heard quickly and efficiently, before the best and most qualified arbitrators, and, where appropriate, to obtain awards that are enforceable internationally.

Contractual Disputes

In this ever changing business environment, complex written contracts have come to define parties’ rights and obligations to one another, both domestically and internationally.

When disputes arise, our clients have great confidence that our Litigation Group will determine which words matter, not simply in the lines but between the lines, so that we can get to the heart of the dispute, to its essential dynamics and the real issues between the parties. Our firm handles contractual disputes across a broad range of industries in almost every commercial context, including:

• Supply agreements
• Distribution agreements
• Defective goods and services
• Construction disputes and lien litigation
• Banking and financing agreements
• Insurance coverage disputes
• Franchise Agreements and Franchisor/Franchisee Disputes
• Partnership agreements