STRUCTURING A BUSINESS BUY OR SALE TRANSACTION
Buying or selling a business may be very complex as it involves navigating the steps of an asset or share purchase transaction. When you work with us, we conduct an initial consultation with you to learn more about you and your business. We then help you determine whether an asset purchase or share purchase is the ideal method of carrying out your transaction. If needed, we will consult experienced accountants on your behalf or connect you directly with tax professionals to determine which method of structuring the transaction would be to your advantage. We recommend that you set up your initial consultation with us prior to entering into an agreement of purchase and sale so we are able to advise you on the method most advantageous to you before you have made any commitments to a potential buyer or seller.
DUE DILIGENCE AND RESEARCH
Once we have had an initial consultation with you and you have decided to hire our firm to represent you in your transaction, our business law team will then prepare a transaction plan that best serves your goals and needs. We will carefully draft a letter of intent and agreement of purchase and sale as necessary and review its content with you. Once the agreement of purchase and sale has been signed by the buyer and the seller, we will then move towards satisfying the terms and conditions of the agreement. Your agreement of purchase and sale will likely stipulate a due diligence period during which the buyer and his or her solicitor will begin conducting legal due diligence on the target corporation. During this period, we recommend that the buyer conduct, in addition to legal due diligence, what we refer to as “business due diligence” during which the buyer works with the seller to learn more about the business intricacies, operations, and relationships of the target corporation. During this time, the buyer should also consult with an experienced accountant who will conduct “accounting and tax due diligence” of the target corporation. Once the buyer is satisfied with the results of due diligence, the parties will likely move toward closing.
CLOSING THE TRANSACTION
Our intention is always to ensure that the closing takes place in a timely manner and in a way where the day-to-day operations of the target corporation are not disrupted. We will carefully attend to closing matters including the exchange of closing deliveries and funds. Once the transaction is completed, we will provide you with a detailed report and attend to post-closing matters such as any holdbacks or the filing of the required documentation with various government agencies or professionals.
OUR EXPERIENCE AND KNOWLEDGE
We have experience representing businesses in transactions from a variety of backgrounds including but not limited to restaurants, bars, personal care businesses, private schools, pharmacies, dental practices, manufacturers, online businesses, retail stores, property management companies, wholesale distributors, various franchises, car dealerships, software engineering firms, and construction companies. We treat every transaction with care, and we truly enjoy structuring and working on every transaction. We take pride in obtaining ideal results for our corporate clients who are often faced with the challenges of a complex legal and business environment.
If you are planning on buying or selling a business, call us today and set up a consultation with us during which we can answer any questions you have about buying or selling a business.
What is a business lawyer’s role in representing a party in a business buy or sell transaction?
When representing the buyer or the seller, our business law team will be responsible for drafting documents or contracts related to the transaction. This may include a letter of intent, share purchase agreement, asset purchase agreement, and relevant closing documentation. When representing the buyer, we are also responsible for conducting legal due diligence on the target corporation to ensure the buyer is not incurring liabilities not previously disclosed by the seller. Once due diligence is complete, we will finalize the transaction by exchanging closing funds and documents. Finally, upon closing of the transaction, we will attend to any post-closing matters and provide you with a report that sets out information about your transaction. You should never attempt to navigate the intricacies of an asset or share purchase transaction without active engagement and consultation from an experienced business lawyer.
How Much are the Legal Fees for Representing a Buyer or the Seller?
While we offer flat fees for some smaller business buy and sell transactions, most commercial transactions are charged at the business lawyer’s hourly rate. This is because purchasing or selling a business can become extensive and may require the business lawyer to take the time to diligently investigate matters and research topics to ensure the client is adequately protected. In certain circumstances, we may be able to provide you with an estimate of legal costs and disbursements prior to initiating work on the matter.
For more information about buying and selling businesses, we invite you to visit the Business Law Insights section of our website.