18 January 2023 • 1 minute read
Buying/selling your business
When preparing to purchase a business, a buyer should conduct a thorough investigation of the target to confirm it is a sound investment and to understand the risks involved in the investment. To this end, as part of due diligence, a buyer will seek to confirm the assets and liabilities of the target, to gain information about the operations of the target business, and to identify any risks, barriers or hurdles to the proposed purchase.
15 December 2020
To take a promising idea, or business, to the next level, a business typically needs to share its valuable secrets with prospective strategic partners or investors. Signing an effective non-disclosure agreement can therefore be a critical step in developing a new business relationship or opportunity by giving a growing business enough comfort to take that initial step.
13 October 2020
Letters of intent (“LOIs”), like term sheets, are essential documents in corporate transactions as they outline the key parameters of a transaction so the parties can be on the same page before spending the time and money to negotiate final legal agreements. Whereas term sheets tend to be used for raising capital, LOIs are the preferred form for asset or share purchases, although both such documents have essentially the same legal status as a guidance document with limited binding provisions.
13 August 2020
Solicitors routinely provide opinions on a wide variety of issues, and legal opinions are an essential part of many major transactions. In each instance, the solicitor involved is expected to provide an opinion that is both legally correct and not misleading to the addressee.
20 December 2021
You have decided to purchase a private business in Canada. The first decision you will need to make as a purchaser of a Canadian business is how to structure the transaction. One such structure is a share purchase.
23 June 2022
The purchase and sale of a business is a process that involves many considerations. A fundamental decision is whether to structure the transaction as a share purchase or an asset purchase. While each transaction will have its own unique intricacies, this article will discuss ten key considerations that should be taken into account when acquiring the assets of a Canadian business.
11 September 2022
Although the life cycle of a deal varies depending on the type of the transaction and the industry of the target business, many life cycle stages are similar. Part 1 of the Life Cycle of a Deal series sets out the types of acquisitions and the first five stages of a deal's life cycle.
20 December 2021
In Part 1 of the Life Cycle of a Deal series, we examined the types of acquisitions and the various stages of a deal’s life cycle. As Part 2 of the Life Cycle of a Deal series, this article provides an overview of the legal due diligence process of a prospective purchaser.
11 October 2023
Parts 1 and 2 of the Life Cycle of a Deal series examined the preparatory steps of a transaction, including the preparation of the business for sale, drafting of a non-disclosure agreement and letter of intent, and then some key aspects of the due diligence process. Once the non-disclosure agreement and letter of intent have been entered into, and often while the diligence is being completed, the next step is the drafting of the definitive purchase agreement that outlines the terms and conditions of the transaction.
11 October 2023
Selling your business is a lot like selling your house: it should have “curb appeal” and pass a buyer’s “home inspection” with flying colors. In this article, we look at some of the steps that you, as an owner-manager or officer/director of an emerging company, can consider taking to get your business ready to sell. In part two, we explore the key topics in due diligence and the questions that sellers must be prepared to answer from buyers.
1 August 2022
When buyers consider purchasing your house, a key part of the process is a home inspection. In much the same way, when a buyer is preparing to purchase your business, they perform a version of home inspection – a process which includes, but is not limited to, reviewing all your corporate records and contracts and carrying out on-site visits to inspect key assets. To ensure you pass the “home inspection” with flying colors, you should conduct seller-side due diligence.
1 August 2022
The M&A Market Trends Subcommittee, Mergers & Acquisitions Committee of the American Bar Association regularly conducts and publishes deal studies in respect of North American private M&A transactions. This article focuses on the two most recently published studies: the 2019 Private Target M&A Deal Points Study and the 2018 Canadian Private Target Mergers & Acquisitions Deal Point Study.
26 September 2021