Employee Ownership Trusts in Canada
Selling to an employee ownership trust can shelter up to $10 million of your gain from tax — permanently, after Ottawa dropped the 2026 sunset. What an EOT is, who qualifies, and where the traps are.
Read More →Two decades of business law experience — from Bay Street to corporate boardrooms to early-stage startups. External general counsel to software, technology, mining, finance and professional services clients across Canada and abroad.
Selling or handing over your business? See our fixed-fee sale & succession help →
A seasoned lawyer with experience from Bay Street to corporate boardrooms to startups — producing agreements that are fair, balanced, and achieve natural strategic alignment.
My focus is your success, not my billable hours. I will take the time to understand your business, your goals, and the unique challenges in front of you — and together we will put arrangements in place that fit the way you actually run things.
I'm interested in supporting your long-term success, not your long-term dependency on expensive legal services. Good counsel should make you more self-sufficient over time, not less.
Whether you're a founder negotiating your first enterprise contract, a mid-sized business navigating a financing round, or a professional with complex personal affairs — the goal is the same: a good legal outcome, and a good experience getting there.
The firm reviews the documents you draft with AI — agreements, SaaS contracts, LOIs, corporate documents — and checks them for enforceability under Canadian law, the risks they carry, and the clauses AI tends to miss.
A dedicated, flat-fee practice for Ontario owners selling a business or planning what comes next — drawing on 25 years of Canadian M&A and business law. Sell with or without a broker, get your business ready to sell, or sell to your employees through an Employee Ownership Trust.
You've found your own buyer — a competitor, a key employee, a family member. We run the legal side from letter of intent to closing, for a fixed fee.
Flat-fee sale help →Selling in one to three years? Our flat-fee Sale-Readiness Review finds and fixes the legal problems before the buyer's lawyers do.
Sale-Readiness Review →Canada's Employee Ownership Trust rules let qualifying owners sell to their team with a significant capital-gains exemption.
Employee Ownership Trusts →From founder-led startups to TSX-listed public companies and international enterprises — a client base built across industries, geographies, and stages of growth.
Koby practiced corporate finance, securities, and commercial law on Bay Street in Toronto for many years, acting as counsel to small and mid-sized businesses, TSX and TSX‑V listed public companies, and several investment dealers. Following his return to Ottawa — his hometown — he served as senior corporate counsel to Corel Corporation, managing legal teams in Ottawa, Taiwan, and Japan.
In 2010, Koby launched Smutylo Law+ as a boutique law firm focused on delivering high-quality legal services to entrepreneurial individuals and businesses. The practice has since grown to serve clients in Ottawa, Toronto and elsewhere across Canada, as well as in the United States, South America, Europe, and Asia. Throughout that time he has also continued to serve in selected in-house general counsel roles with Canadian public and private companies, which keeps the practice grounded in the realities of running a business.
Today, Smutylo Law+ advises a range of clients — from large multinational businesses to dynamic owner-operated companies, to medical, dental, and other professionals. What hasn't changed is the standard: every client receives great service and good legal advice. Koby's aim is that clients walk away not only with a good legal outcome, but glad they worked with the firm.
Outside the office, Koby is an active tennis player, hiker, cyclist, and yoga and Pilates practitioner — and a proud father of two young-adult children.
Plain-language commentary on developments in Canadian business, technology, and regulatory law.
Selling to an employee ownership trust can shelter up to $10 million of your gain from tax — permanently, after Ottawa dropped the 2026 sunset. What an EOT is, who qualifies, and where the traps are.
Read More →Paste a contract into a public AI tool and you may be breaching an NDA, waiving confidentiality, and weakening privilege — without a single thing going wrong. What to check first.
Read More →Ontario banned most employee non-competes in 2021 — but in a business sale they still bind. When a non-compete holds up in Canada, and when a court throws it out.
Read More →Free, genuinely useful checklists, templates, and guides for business owners — the same tools we use with clients. No sign-up; print any of them or save as a PDF.
What your agreement should cover: control, transfers, exits, valuation, and deadlock.
Open resource →A plain-language LOI for a business sale, with notes on what each clause does.
Open resource →The legal foundations every Canadian founder should have in place early.
Open resource →Practical answers about how the firm works, who it serves, and what to expect from an engagement with Smutylo Law+.
Yes — it's a service we offer. Use whatever AI tool you like for the first draft, then send us the agreement, SaaS contract, letter of intent, or corporate document for a fixed-fee lawyer review: is it enforceable under Canadian law, does it actually protect you, and what did the AI miss? See AI Document Review.
Yes — it's a core practice of the firm. We offer flat-fee help to sell a business with or without a broker, a Sale-Readiness Review to get a business ready to sell, and Employee Ownership Trust work for owners selling to their team. See Selling a Business for the full overview.
Smutylo Law+ is a boutique business law firm based in Ottawa, Ontario, led by principal lawyer Koby Smutylo. The firm was founded in 2010 and acts as external general counsel to entrepreneurial individuals, owner-operated businesses, mid-market companies, and TSX/TSX-V listed public issuers across Canada and internationally.
The firm advises a range of clients — from large multinational businesses to dynamic owner-operated companies, including software and technology companies, mining and resource issuers, finance and investment firms, and professional service providers such as physicians, dentists, and other lawyers. Clients are based in Canada, the United States, South America, Europe, and Asia.
Core practice areas include business law (corporate structuring, commercial contracts, shareholder agreements, financings, and M&A), technology and licensing (SaaS and enterprise agreements, IP licensing, privacy and data), software licenses, mining law (including TSX and TSX-V public company compliance), Canadian legal representation for foreign companies doing business in Canada, and private client work for professionals.
Yes. Smutylo Law+ regularly serves as the Canadian legal representative for foreign businesses operating in or selling into Canada — a practical, cost-effective alternative to establishing a full Canadian office. This includes day-to-day commercial questions, contract review under Canadian law, and coordination with local counsel where specialist input is needed.
Yes — many clients retain the firm in an external general counsel capacity, handling the day-to-day legal questions that come up in running a business without the cost of an in-house team. Engagements range from individual matters to ongoing advisory relationships.
The firm is based in Ottawa, Ontario, Canada and operates primarily remotely, serving clients across Canada and abroad. Meetings — by phone, video, or in person by appointment — are arranged to suit the client.
Email koby@canadianattorney.com, or call any of the regional numbers: Ontario 613.869.5440, British Columbia 604.937.6006, or California 805.459.0479. Initial consultations are straightforward — no pitch, no pressure, just a clear read on whether the firm can help.
Tell me about your business and what you're working on. Initial consultations are straightforward — no pitch, no pressure, just a clear read on whether I can help.
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