Welcome to Randall Johns Law Office
We are a small, focused law firm, serving clients in the areas of Civil Litigation, Corporate Law, Family Law, Wills and Estates, Landlord and Tenant Board and Real Estate.
While we believe most lawyers and law firms share the key values of our profession, we believe what makes us unique is our ability to provide the benefit of experience, knowledge, and cost effectiveness in one package.
Our firm focuses on personal and interactive service; working with our clients rather than simply for our clients to obtain the desired results. With that said, we cannot be effective without the knowledge necessary to provide sound advice and innovative options. We continually upgrade our knowledge and skills and participate in training above and beyond the requirements of the profession.
Corporate & Commercial
The services the firm offers in the area of corporate and commercial law are wide-ranging.
At the simplest, we are often called upon to advise clients regarding the appropriate structure for a new business or undertaking. In this context, we can describe the differences in liability exposure and taxation between sole proprietorship, or partnerships on the one hand, and incorporation on the other. We can also advise regarding the need for a partnership or shareholder agreement to plan for the possible dissolution of the business in the event one investor chooses to leave, or to plan for the inevitable changes which will arise on the disability or death of one of the principals.
The purchase or sale of a business raises more complicated issues. We can help in negotiating the basic outline of the deal, in creating the offer to buy or sell, planning for and carrying out searches, dealing with the financing, preparing all the necessary documents and in closing the transaction.
In negotiating the basic outline of a purchase or sale transaction, we work closely with the client’s accountants or auditors to consider the Income Tax implications of the plan and to try to work out a deal that is advantageous to both buyer and seller. We will also discuss with the client and, likely with their engineer, the possible environmental questions that will arise and how they will be resolved.
Once the outline is established, we will work with our client to prepare a proper offer or to respond to one received from the other side.
If we are acting for the buyer, once the offer is signed we will, in consultation with our client, carry out all of the searches which are necessary to ensure the buyer receives what she or he is paying for without surprises. If there is a bank or credit union providing financing, we will ensure that their security requirements are also met. In the context of the financing, we will discuss with the client and the financial institution the risks and benefits of our acting for both the lender and the borrower. If, as is often the case with larger deals, the decision is to involve separate counsel for the lender, we will work closely with the lender’s counsel to ensure the lender is protected without adding unnecessarily to the costs of the process. We will also draft reasonable and proper forms of indemnity to be signed by the seller providing assurances that all information relevant to the buyer’s decision to buy and known to the seller has been fully disclosed. Other matters that come up may include a commitment from the seller not to compete with the business in the future.
In acting for a seller, our job will be to anticipate and respond to issues that the purchaser will raise while keeping the transaction on track.
If you would like more information regarding a commercial matter, please contact Randall V. Johns who would be happy to meet with you to discuss any further questions you may have.