Karambatsos Lawyers is a Montreal-based law firm specializing in commercial, transactional and real estate law. Our attorneys create practical business solutions for clients which range from technology start-ups to senior companies operating in Canada and the U.S. Our objective is to make blue-chip services available to businesses of all sizes in a way which is transparent and delivers legal and non-legal value add at a competitive rate, achieved by operating from a lower cost platform.
We accomplish our service goals through a team of attorneys committed to meeting the diverse needs and requirements of each client with solutions adapted to both the market standards of the relevant industry sector, and the short and long-term objectives of each client. Our team is comprised of attorneys from various backgrounds, ranging from boutique real estate practices to first tier international M&A practice experience. However, each attorney has one thing in common: the delivery of practical solutions that make your objectives a reality.
Your success, is our success.
We can incorporate your company for you and ensure that it is properly registered in the jurisdictions in which registration is required. We can also assist in obtaining tax numbers (GST, QST, source deductions (both Provincial and Federal), corporate income tax (both Provincial and Federal), Sales Recording Module (SRM) (also known as Module d'enregistrement des ventes (MEV)) and corresponding establishment numbers.
We assist our clients in identifying optimal investment vehicles for their business (corporation, joint venture, partnership or other) and prepare all agreements and instruments required in connection therewith to ensure timely implementation to assist clients in achieving their objectives. These objectives are conditioned by the operational, funding and strategic sought by our clients, which range from start-ups to senior enterprises and investors.
We work with company founders to prepare shareholders agreements that take into consideration the future growth trajectory of the concerned business and offer creative solutions to protect the individual shareholder and the continuity of the concerned business.
With our in-house paralegal team, we maintain our clients' corporate minute books and work with accountants and tax advisors to implement corporate reorganizations.
General Commercial Advisory Work
The objective is to help entrepreneurs, small to medium sized business owners and companies and, where applicable, support their in-house counsel, in managing legal, regulatory and business requirements (including coordination of intellectual property, tax and employment matters) on an on-going basis. We familiarize ourselves with our clients' business, thereby contextualizing our legal and commercial advice.
We negotiate and prepare agreements which are necessary for business operations, including:
- Services Agreements
- Supply, Distribution and Manufacturing Agreements
- Licensing Agreements
- Development Agreements
- Shared Services Agreements
- Consulting Agreements
- Non-Competition, Non-Solicitation and Non-Disparagement Agreements
- Confidentiality, Exclusivity and Standstill Agreements
- Employment and Compensation Agreements
International and cross-border clients can call on us to act in a local counsel capacity on a variety of corporate and commercial matters. We support these clients through the review of commercial agreements to ensure compliance with local law and adapt out-of-province agreements as required. We also assist through the offering of legal translation services (French/English) as well as the issuance of Canadian corporate and enforceability legal opinions. Through our network, we can also assist out-of-province clients in navigating the business community in Montreal and ensuring that they have the right team in place to advance their business interests here.
We can assist our clients in the context of domestic, international and cross-border transactions in the investigative phase through the coordination of legal and business due diligence. Where necessary, we enlist the assistance of specialists in the fields of tax, environment and competition law and work closely with a large network of local counsel support for international and cross-border transactions.
Business Acquisitions and Divestitures
We have significant experience in coordinating and implementing domestic, international and cross-border transactions (shares and/or assets) together with all related closing and pre-closing documentation, filings and registrations. This includes:
- Deal structuring and execution advisory work
- Term sheets, letters of intent (LOI) or offers
- Legal due diligence review and coordination
- Coordination of multi-jurisdictional or multi-firm reviews (with the provision of consolidated management recommendations)
- M&A Transactions (including amalgamations, mergers, exchanges and acquisitions)
- Definitive purchase agreements and all ancillary agreements and documents
We act for landlord and tenants in negotiating commercial leases (including subleases, assignments, consents and surrenders) for retail, office and industrial premises. We are called upon by our clients to prepare offers to purchase real estate, assist and coordinate the due diligence process (including through title searches and off-title searches, lease reviews, zoning issues etc.) and prepare deeds of sale. We also act for our clients to review financing documents, including the review of credit agreements, inter-creditor agreements, guarantees and hypothecs.
We handle a variety of corporate/commercial litigation, including contractual disputes (franchisor/franchisee disputes, landlord/tenant matters, general breach of contract), debt collection (outstanding balance on goods sold and/or services rendered, rent arrears, outstanding loans), shareholder and/or partnership disputes, construction law issues, property damage, civil responsibility and special proceedings (safeguard orders, injunctions, seizure before judgment, etc.).
We assist our clients with the evaluation of the legal environmental risks associated with the ownership or occupancy of and the acquisition, divestiture and financing of contaminated sites. We also assist our clients with legal environmental compliance matters and with risk and site management following environmental incidents. Combined with our significant real estate experience, our specialized experience in environmental matters provides our landlord/tenant, lender/borrower, owner, and developer clients with a fulsome appreciation of the environmental risks inherent in the consummation of their commercial transactions.
Diana R. Lyrintzis
Aviad M. Grunbaum
Gabriel Di Genova
Claudia De Minico
Below is a sampling of recent notable transactions our firm has been involved with:
Mergers and Acquisitions
- Acted for a large Quebec-based transportation company in connection with various acquisitions of other transportation companies.
- Acted for a Quebec-based buyer in connect with its acquisition of the assets of a Florida based company.
- Acted for the buyers of Groupe Planete Mobile Inc. and certain affiliated entities in a transaction financed by Roynat Inc. and Capital Croissance PME II S.E.C (undisclosed purchase price).
- Acted for the shareholders of Prudential Alarm Systems Ltd. in connection with a sale of shares to Microcom Alarm (undisclosed purchase price).
- Acted for the shareholder of Semopac Inc. in connection with a sale of assets to Reid Canada (undisclosed purchase price).
- Acted for a group of investors in connection with the investment and reorganization of two Montreal based food manufacturers and distributors.
- Advised and negotiated an equity and debt financing for a distressed Quebec-based manufacturer involving a large group of minority shareholders.
- Acted for Apollon Picture Frames Inc. in connection with the acquisition of Gotrick Inc. and affiliates.
- Acted for Canada’s top physiotherapy equipment provider in its acquisition of a major player in the healthcare and physiotherapy supplies industry
- Acted for a Canada-wide franchise company operating the La Prep franchises in connection with the sale of its assets.
- Represented the purchaser in the acquisition of substantially all the assets related to the manufacturing of Commensal products from Imvescor Restaurant Group Inc.
- Acted for Spector & Co., a leading industry supplier of writing instruments, journals and other business gifts to the North American promotional products industry, in connection with the sale of a majority interest to the private equity firm Blue Point Capital Partners.
- Acted for the shareholders of Frandon Seafoods Inc., a Quebec-based distributor of fresh and frozen seafood to foodservice and retail customers, in connection with the sale of all its shares to Premium Brands Holding Corporation, a public company trading on the TSX.
- Acted for Supremex Inc., a leading North American manufacturer and marketer of envelopes and provider of packaging and specialty products, in its acquisition of Groupe Deux Printing Inc. and its related company, Pharmaflex Labels Inc., a leading manufacturer of premium quality folding carton packaging and labels primarily for the pharmaceutical industry.
- Acted for Mike Raffoul, a Montreal businessman, in his purchase of the Montreal Metro newspaper and twenty-five other regional newspapers from Transcontinental.
- Acted for the purchaser in its financing and acquisition of a leading provider of software components and tools for the Microsoft .NET platform in a leveraged management buy-out.
Financing and Real Estate
- Acted for a real estate group in connection with several financings extended by the Bank of Nova Scotia in the aggregate amount of $140,000,000.
- Acted for a real estate developer in connection with a syndicated construction loan extended by the Canadian Imperial Bank of Commerce and the Laurentian Bank of Canada in the amount of $23,550,000.
- Acted for a real estate developer in connection with a syndicated construction loan extended by the Canadian Imperial Bank of Commerce and the Laurentian Bank of Canada in the amount of $14,000,000.
- Acted for several private lenders in connection with the advance of bridge loans, term loans and credit facilities to various borrowers in amounts in excess of $20,000,000.
- Acted for Canada's largest non-bank lender in connection with a CMHC insured loan in the amount of $3,442,312.
- Acted for Canada's largest non-bank lender in connection with a CMHC insured loan in the amount of $3,859,895.
- Acted for Canada's largest non-bank lender in connection with a commercial refinancing in the amount of $1,600,000.
- Acted for Canada's largest non-bank lender in connection with a CMHC insured loan in the amount of $12,035,662.50.
- Acted for a real estate investor in connection with non-revolving credit facilities extended by the Bank of Nova Scotia in the aggregate amount of $3,170,000.
- Acted for a real estate developer in connection with a project financing extended by the Canadian Imperial Bank of Commerce in the amount of $5,700,000.
- Acted for a group of investors in connection with the acquisition (and financing) of commercial land in the City of Montreal in the amount of $5,000,000.
- Acted in connection with an equity investment in a leading company in the field of encapsulation for pharmaceutical purposes.
- Acted for a real estate developer in connection with a construction loan extended by the Canadian Imperial Bank of Commerce in the amount of $40,000,000.
- Acted for a real estate developer in connection with the purchase and financing of a commercial property financed by First National Financial Group in the amount of $5,700,000.
- Acted for a real estate group in connection with the purchase and financing of a commercial property financed by First National Financial Group in the amount of $4,700,000.
- Acted for a real estate developer in connection with a construction loan extended by Laurentian Bank of Canada in the amount of $25,000,000.
- Acted for a syndicate of lenders in connection with a convertible project financing in the amount of $7,000,000.
- Acted for Canada’s largest non-bank lender in connection with a CMHC insured loan in the amount of $17,084.493.75
- Acted for Canada’s largest non-bank lender in connection with a bridge loan in the amount of $3,300,000
- Acted for Canada’s largest non-bank lender in connection with a CMHC insured loan in the amount of $18,457,072.
- Acted for Canada’s largest non-bank lender in connection with a CMHC insured loan in the amount of $26,595,726.32.
- Acted for Canada’s largest non-bank lender in connection with a CMHC insured loan in the amount of $28,439,545.30.
- Acted for the Bank of Nova Scotia in connection with several refinancings in the aggregate amount of $29,485,000.
- Acted for the Bank of Nova Scotia in connection with several financings in the aggregate amount of $5,311,125.
- Acted for Fronsac Real Estate Investment Trust in connection with the acquisition of a commercial property in the city of Gatineau, followed by a long-term lease of the property with the vendor, Staples Canada, for an amount of $7,500,000.
Corporate and Commercial
- Acted in connection with the expansion of the Spray-Net group of companies and franchise concept across Canada.
- Acted for an international professional health and beauty company in connection with the negotiation of a financial services agreement for its agents.
- Acted for a Quebec-based fashion designer and distributor in connection with the negotiation of commercial leases.
- Acted for early-stage companies in the development of stock option plans.
- Acted for an international plastics manufacturer and distributer in the negotiation of distribution and licensing agreements in North America and Asia.
- Acted for Canadian and Austrian corporations (F. List Canada Corp. and F. List GmbH) in connection with a loan extended by Investissement Québec in the amount of $1,200,000.
- Coordinated the annual general meeting of securities holders of a Quebec-based public company, including the preparation of its annual proxy solicitation and information circular.
- Acted for the buyer in connection with the creation of a limited partnership, financing and acquisition of multiple commercial real estate properties for an aggregate amount of $8,530,000.
- Acted for Mylo Financial Technologies Inc. in its private equity offering.
- Acted for Planète Mobile in its investment and partnership with IP4B Inc., which offers telecommunication services including IP telephony, unified cloud communication solutions and connectivity with private internet networks.
Karambatsos Lawyers is located in the historic neighborhood of Old Montreal. We are surrounded by galleries, hotels, boutiques, restaurants and creativity. We are steps away from the Palais de Justice and walking distance from downtown Montreal.
240, rue Saint-Jacques Ouest, suite 300
Montreal (Quebec) H2Y 1L9
Fax: 1- 514-221-2319