Boutique Business Law — Ottawa

Good counsel for
entrepreneurs &
the companies
they build.

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 →

Koby Smutylo — Principal Lawyer, Smutylo Law+
Est. 2010
Principal Lawyer
Koby Smutylo
Established
2010
Experience
20+ Years
Clients In
Four Continents
Based In
Ottawa, Canada
A seasoned lawyer with experience from Bay Street to corporate boardrooms to startups — producing agreements that are fair, balanced, and achieve natural strategic alignment.
— Client, ConceptShare Inc.

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.

Focused expertise, delivered plainly.

Every engagement begins with understanding your business — not with a template. The services below are where I spend most of my time, but clients also rely on me as external general counsel for the day-to-day questions that don't fit a single category.
01
Selling & Succession of a Business
Flat-fee help for owners selling a business or planning what comes next — sell with or without a broker, get your business ready to sell, or sell to your employees through an Employee Ownership Trust.
02
AI Document Review
Drafted a contract, SaaS agreement, LOI, or corporate document with AI? A fixed-fee lawyer review for enforceability under Canadian law, the risks it carries, and the clauses AI tends to miss.
03
Business Law
Corporate structuring, commercial contracts, shareholder agreements, financings, M&A, and general counsel services for owner-operated and mid-market businesses.
04
Technology & Licensing
SaaS and enterprise software agreements, IP licensing, reseller and distribution arrangements, privacy and data law — built for modern software and hardware businesses.
05
Securities & Public Companies
Private placements, initial public offerings, prospectus exemptions, continuous disclosure, TSX and TSX Venture Exchange listings, and reverse takeovers.
06
Mining Law
Counsel to mining and resource companies on corporate matters, regulatory compliance, option and joint venture agreements, and public company obligations on the TSX and TSX‑V.
07
Canadian Representative
Serving as the Canadian legal representative for foreign companies doing business in Canada — a practical, cost-effective alternative to establishing a full Canadian office.
08
Estate Planning
Tax-efficient estate planning for business owners, professionals, and high net worth families — strategies to minimize or defer estate administration tax, capital gains tax, and other taxes.
09
Dispute Resolution & Mediation
Commercial and family mediation, collaborative practice, dispute resolution clauses, and pre-litigation negotiation — for clients who prefer negotiated outcomes over litigation.

A lawyer's review of the documents you draft with AI.

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.

I.
SaaS & Software
Subscription terms, MSAs, order forms, DPAs, and reseller agreements — vendor or customer side.
II.
Commercial Contracts
MSAs, SOWs, NDAs, supply, distribution, and consulting agreements.
III.
LOIs & Term Sheets
The document that locks in price, structure, and exclusivity before the real agreement exists.
IV.
Corporate & Shareholder
Shareholder agreements, resolutions, incorporations, and minute-book items.
V.
Employment & Contractor
Offers, IP assignment, and restrictive covenants — where AI most often produces unenforceable terms.
VI.
Website Terms & Privacy
Terms of use and privacy policies that must reflect PIPEDA and Quebec Law 25, not US defaults.

Selling — or succeeding — your business.

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.

76%
of Canadian owners plan to exit within 10 years (CFIB)
9%
have a formal succession plan in place
$2T+
in Canadian business assets changing hands this decade
<5%
of sellers will ever be represented by a broker

Businesses of every scale — at every stage.

From founder-led startups to TSX-listed public companies and international enterprises — a client base built across industries, geographies, and stages of growth.

I.
Software & SaaS
Vendors, resellers, and enterprise buyers — licensing, contracts, and scale-up work.
II.
Hardware & Technology
Device makers, IoT companies, and deep-tech ventures navigating Canadian regulation.
III.
Mining & Resources
Private and public issuers on the TSX and TSX‑V, including JV and option transactions.
IV.
Finance & Investment
Investment dealers, funds, and private capital structures.
V.
Internet & Platforms
Online businesses from content to e-commerce to marketplace models.
VI.
Professional Services
Medical, dental, legal and other professionals — business and private matters.
VII.
Estate & Private Clients
High net worth families, business-owner estates, family trusts, and tax-efficient generational planning.

A practice built on good service and good advice.

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.

Notes from the practice.

Plain-language commentary on developments in Canadian business, technology, and regulatory law.

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 →

What You Give Away Pasting Contracts Into ChatGPT

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 →

Are Non-Competes Even Enforceable in Canada?

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 →

The Legal Resource Centre.

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.

Questions clients often ask.

Practical answers about how the firm works, who it serves, and what to expect from an engagement with Smutylo Law+.

Can you review a contract or document I drafted with AI?

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.

Do you help owners sell or hand over a business?

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.

Who is Smutylo Law+?

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.

What types of clients does the firm work with?

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.

What practice areas does Smutylo Law+ cover?

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.

Can the firm act as Canadian counsel for a US or foreign company?

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.

Does the firm work as external general counsel?

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.

Where is the firm based?

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.

How do I get in touch?

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.

Let's Talk

Every good engagement
starts with a conversation.

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.

Get in Touch
Ontario
British Columbia
California
By Appointment
Ottawa, Ontario
Remote & in-person available