Buying or Selling a Business in Ontario?

Legal Services for Business Purchases and Sales

We provide full-service legal support for all stages of a business transaction, including:

▸ Due Diligence

We conduct in-depth reviews of financials, contracts, liabilities, intellectual property, and compliance issues. Our lawyers help you identify red flags, manage risk, and make informed decisions.

▸ Transaction Structure

We assess and advise on whether an asset purchase, share purchase, or hybrid structure makes the most sense — considering liability exposure, tax implications, and industry regulations.

▸ Purchase Price & Payment Terms

We negotiate favorable terms, including staged payments, earnouts, holdbacks, and escrow arrangements, ensuring financial protections are in place for both sides.

▸ Representations, Warranties & Covenants

Our lawyers draft and negotiate clear representations and warranties regarding the condition of the business, as well as covenants to govern non-compete clauses, confidentiality, and post-closing obligations.

▸ Indemnities & Risk Allocation

We craft indemnity clauses that clearly outline each party’s responsibilities and protect against post-closing surprises, including undisclosed debts, tax issues, or compliance breaches.

▸ Employee Transition & Contracts

Our team ensures employee rights are respected and employment obligations are addressed. We assist with contract reviews, terminations, severance, and employment standard compliance.

▸ Regulatory Approvals & Licensing

Depending on your industry, certain transactions may require regulatory approvals. We help you navigate licensing transfers, government filings, or industry-specific compliance requirements.

▸ Conditions & Pre-Closing Requirements

We draft conditions precedent that must be met before closing — including financing approvals, lease assignments, or due diligence clearance — to protect your investment or exit strategy.

▸ Transitional Services & Working Capital

We address the operational side of the deal, from transitional service agreements to working capital adjustments, ensuring smooth continuity after closing.

▸ Review and Assignment of Lease and Material Contracts

We review and advise on material contracts and their assignment, including leases and subleases.

▸ Protecting Your Purchase

We address risks associated with Vendor soliciting and competing through carefully drafted non-competition and non-solicitiation covenants.

 ▸ Financing

Our lawyers guide buyers through every aspect of financing, from negotiating favorable loan terms to coordinating with lenders and ensuring a seamless closing. We help structure acquisition financing that protects your interests and positions your purchase for long-term success.

Buying a Business in Ontario?

If you’re acquiring a business, you need a legal team that can flag hidden risks, structure a deal that works for your goals, and protect your investment. We assist with:

• Reviewing and negotiating the purchase agreement
• Conducting legal due diligence
• Structuring financing and payment terms
• Ensuring compliance and ownership transfer

Selling a Business in Ontario?

If you’re preparing for a sale, our team can help you maximize value, manage risk, and close on strong legal footing. We provide:

• Drafting and negotiating the sale agreement
• Responding to buyer due diligence requests
• Advising on tax implications and pre-sale structuring
• Coordinating ownership transfer and debt resolution