DesChênes & Associés

We offer services at the leading edge of knowledge. We have a solid expertise in business plan writing, corporate financing, and legal services in business law and intellectual property law. We have negotiated and written many technology transfer contracts, financing contracts, as well as partnership agreements.

Bearing what precedes in mind, our advice take into account at all times the commercial and financial aspects of technology firms and the intellectual property aspects.

We integrate both business law and intellectual property law because a high-tech Company's know-how and its technology usually are its main assets. Therefore, our approach focuses on the business plan and on the financing of the Company.

Our services include corporate due diligence of the Company in a financing and/or merger and acquisition perspective. Our services include the following:

Subscription, sale and purchase of shares
Partnership and strategic alliance agreements
Acquisition and technology transfer including negotiation and preparation of licensing and sub-licensing agreements (co-development, production, distribution) on a legal and financing perspective
Employment agreements
Consultant Agreements
Negotiation of financing and of merger and acquisition

Through our global and innovative approach which integrates financial, accounting and fiscal aspects to legal aspects, DESCHÊNES & ASSOCIATES distinguishes itself by the following competitive advantages :

Our expertise in business plan writing and business models
Our expertise in corporate financing by means of venture capitals
Our winning combination of intellectual property law and business law which are integrated in a business and financing perspective
Our experience in the field and a good knowledge of the industry. The officers of small and medium-sized companies save time, and their money is well spent because they are getting good business advice and high-levelled legal services which contribute to the success of their business plan
Our understanding of the technology
Our coaching method in business plans and corporate financing

Through a global strategic vision, we give out the best legal services on a business and investments basis which allow the Company to develop and grow on solid grounds for alliances and successive rounds of financing.

Working in tight collaboration with our client to give out the best business advice and legal and financial services centred on our client's business plan.

Our clients are therefore insured of an excellent protection of their technology and of a legal structure which will serve them as leverage in the realisation of their business plan and their future projects.

DESCHÊNES & ASSOCIATES is a business law firm offering an innovative global approach to high tech companies and providing integrated services such as legal services in business and intellectual property law, business plans and corporate financing. Over the year DESCHÊNES & ASSOCIATES has put in place an effective network of experts on national and international levels.

Problems related to high technology fields cannot be resolved by a purely legal approach and we are proud of our capacity to find practical solutions to answer our clients real business and financial needs, and to resolve their legal problems.

Founder : Danièle DesChênes, lawyer and MBA in Finance

Since 1994, Ms. DesChênes has been widely recognized in the high tech field for having written numerous business plans and having provided legal advice to her clients in the fields of business and intellectual property. After obtaining her MBA, Ms. DesChênes worked with many young entrepreneurs in the preparation and the writing of their strategic business plans which enabled them to establish strategic alliances and to obtain financing. With the help of investors, accountants and tax specialists, she acquired invaluable knowledge and expertise to counsel the financing of companies, using equity, debt, licensing and other financial instruments, and was involved in numerous financial transactions. She also was involved in many spin-offs and license agreements with companies, universities and organizations in Canada, the USA, Europe and Asia.

This double expertise allows her to offer a global approach which is an invaluable asset to any technology firm, in a variety of industries including IT/Web, Computer Systems, Medical technologies, Life Sciences and Cleantechs, with the need to protect its technology or build up its own IP, to penetrate the market and to execute its business plan with market research, legal and financial expertise.

Her major assets are:

Double expertise in Business law and Finance
Vast Knowledge and Experience in international business
Profound understanding of Technology platforms
Extensive Management experience

Business model

Ms. DesChênes provides legal and business counsel as well as strategic advice to her clients on a variety of contract issues, on equity investments, tax issues, financing, shareholders' agreements, partnerships, deal structuring, acquisition and sale of businesses, spin-offs and technology transfers, licensing, equipment leasing, incorporation of subsidiaries and affiliate companies in Canada, Europe, the USA, and abroad. Many clients request her services to set up good corporate governance in order to reduce the risk of disputes and to ensure that directors comply with their legal obligations.

Ms. DesChênes works in close collaboration with a team of 14 highly qualified lawyers possessing complementary skills, expertise and experience. Ranging from junior to senior levels, this team of lawyers provides the highest quality and most responsive service, ensuring that an attorney familiar with the transaction or issue is always available and responsive to the client.

For complex matters or if a client requires a trial, arbitration or other special need, Ms. DesChênes partners with one or two lawyers in a team effort to maximize the client's probability of prevailing at trial or settling with the most favourable result possible.

Fields:

Business law, Corporate financing, Deal structuring, Re-organizations, Franchise, Mergers & Acquisitions, International Trade, Joint Ventures / Partnerships, Due diligence, Business Immigration

Intellectual Property, Information technology, E-commerce, Licensing, Technology Transfer / Spin-off

Commercial and Corporate law, Real estate, Civil law, Employment law

Team

Ryan Allen	François Gottlieb
Eric Benhamron	Michael Heller
Jean Bernier	Jean-François L'Archevêque Montpetit
Louis Carmichael	Guy McDonald
Patricia Chamoun	Jean-Philippe Ponce
Danièle DesChênes	Vonnie Rochester
Patrick Dubé	Judah Wolofsky

Contact : daniele@deschenes.biz

"Unlike traditional lawyers which concentrate on the legality of a specific transaction, Mrs. DesChênes distinguishes herself by her ability to integrate the transaction to the directing plan of development of the company in harmony with its business plan. All this while making sure that we are legally bombproof and sure that the transaction corresponds with our vision, and is not an obstacle to our future development or financial needs of our company.

Mrs. DesChênes, thank you with all our heart for sharing your vision and for guiding us through the accomplishment of our goals in all legality."

(Dr. Jean Caillé, president of Dianatec Iso Inc.)

"During the peak of our financial reorganization, Daniéle was an excellent strategic advisor. Always bearing in mind the success of our project, she has given us her knowledge and experience in business development. Her way of thinking "business" takes into account the market's conditions and the possible opportunities. She has developed with us many realistic and promising alternatives. Her leadership has made us credible to many investors and business partners.

We have made her our special advisor in business development and financial strategy.

From all of us at COESI Inc., thanks Daniéle."

(Olivier Réglat, president of COESI Inc.)

"I am very pleased to say that integrity, efficiency and comprehension are constant assets of DesChênes & Associates."

(Elisabeth Lavigueur, president Infocyble inc.)

Is starting up a company a crazy adventure? The answer is yes if the founders think that they know everything and that they can control everything. The answer is always "Yes", but it is a healthy craziness. In our case we had the chance to find across our path Mrs. DesChênes, and she was always there at the right time! Her approach is unique and very innovative. She tries to put herself in the shoes of every person implicated in and with the company (officers, employees, clients, partners and suppliers); she also tries to find out what are the crucial stakes for everyone of them. She simultaneously uses her knowledge in finance, of the legal aspects, and that of the international markets while bearing in mind the protection of the founding shareholders.

Managing a start-up company represents a great challenge on a day to day basis and depends on a multitude of unexpected events; but to work with a partner like DesChênes & Associates help you gain time, money, many contacts and helps you improve your business relations with your local clients and those abroad. Good luck to the whole team of DesChênes & Associates.

(Catherine Geoffroy, president of TECSO inc.)

WAVESAT TELECOM INC.

Corporation which manufactures transmitters in the field of telecom which exports to the U.S, Asia and in South America.

We have helped the corporation especially through writing three business plans and such, not only in collaboration with the president of the company, but also with the key personnel (R&D, marketing) allowing us to properly understand and translate the profitable vision of the Corporation. Therefore every business plan presented to the various venture capital companies has allowed the Corporation to obtain successive financing one over 11 million dollars. We have also participated to all these rounds of financing as lawyers.

CORPORATION CORTEX MACHINA

Corporation which manufactures a measuring system in the field of dentistry which is exported in the U.S. and in Europe.

We have written the first business plan of the Corporation and have acted as lawyers during its financing rounds. We have helped the Corporation through our strategy of negotiation of the first round while preparing the second round of financing. Later on, the Corporation was the object of an acquisition by a Canadian Corporation in January 2001 in which we have participated since the very beginning. We have also helped the founders of the Corporation with their employment agreement with the purchaser.

COESI INC.

Canadian corporation which manufactures and exports through out the world Viscoline unit to measure the viscosity of industrial chemical fluids, dietary fluids, pharmaceutical fluids as well as in the paste and paper industry.

We have helped the corporation with our strategic business advice which has allowed the corporation to identify the right partners and to make the proper decisions.

NEW EYES OBJECTS SYSTEMS INC.

A spin-off of a French company, this Canadian corporation develops and exports, mainly in France, document management softwares. The Corporation's main clients include important European companies such as AXA.

From an existing conventional business plan, we helped the Corporation to establish a strategic business model and to present such business model to specific investors. This business model has allowed the Corporation to obtain quickly a serious financing offer and shortly after an acquisition offer. The Corporation finally opted for an acquisition which took place in March 2001 by IMDS, an European company, who has annual revenues of many millions of dollars U.S. Also, as a lawyer, we have participated to the acquisition deal.

TECSO INC.

Quebec company specialized in the development and worldwide manufacturing of software and educational software for the blind and the elderly.

We particularly helped the Company in its transfer of technology and later through our advice in the preparation of its distribution contracts throughout the world. We have prepared license agreements for the manufacturing and distribution of its products in the United States, Europe, Australia and New Zealand.

GOA TECHNOLOGIES

Quebec company who develops intelligent search agents on the Internet to reduce time taken for searches and decision making on the level of financial information investigations on individuals and companies, competition monitoring, and e-commerce through a quick search in public and/or private databases on the Internet.

We have helped the Company in its negotiations and preparation of agreements with partners and its contracts with clients. We have brought the Company an added value through our help for the management of its contracts.