Our experienced business lawyers have established a strong reputation and a loyal client base through their extensive experience and deep understanding of pharmacy transactions. We are committed to providing exceptional legal services tailored to the unique needs and challenges of the pharmacy industry.

Buying or selling a pharmacy involves navigating complex legal and regulatory frameworks. Our team of knowledgeable lawyers possesses the expertise necessary to guide clients through every stage of the transaction, ensuring compliance with applicable laws and maximizing the value of the deal. We offer a range of services specifically tailored to buying and selling pharmacies, including:

1. Due Diligence: Conducting thorough due diligence is crucial when buying a pharmacy. Our lawyers have extensive experience in performing comprehensive due diligence assessments, reviewing licenses, permits, lease agreements, and compliance documentation. We identify any potential risks, liabilities, or regulatory non-compliance issues, enabling our clients to make informed decisions.
2. Structure of the Transaction: Determining the most appropriate structure for a pharmacy transaction is essential to meet the goals of both buyers and sellers. Our lawyers analyze the specific circumstances of each transaction and help clients choose between an asset purchase, share purchase or hybrid, considering tax implications (with assistance of your tax advisors), liability concerns, and regulatory requirements.
3. Purchase Price and Payment: Negotiating the purchase price and payment terms is a critical aspect of any pharmacy transaction. Our lawyers possess strong negotiation skills and in-depth market knowledge to ensure that our clients achieve favorable outcomes. We assist in structuring purchase price mechanisms, such as earnouts or holdbacks, and drafting agreements that address the payment of the purchase price in a manner that suits the parties’ needs.
4. Representations and Warranties: Representations and warranties play a vital role in pharmacy transactions. Our lawyers help clients negotiate and draft robust representations and warranties that accurately reflect the state of the pharmacy being bought or sold. This includes representations and warranties regarding the accuracy of financial statements, regulatory compliance, lease agreements, and other essential aspects of the business.
5. Covenants: Covenants are promises made by the parties to undertake or refrain from certain actions following the completion of the transaction. In pharmacy transactions, covenants often relate to matters such as non-competition, patient confidentiality, and non-solicitation of employees. Our lawyers assist clients in negotiating and drafting covenants that protect their interests while ensuring a smooth transition after the sale or purchase is finalized.
6. Indemnities: Pharmacy transactions involve inherent risks, and indemnities are crucial in allocating and mitigating those risks between the parties. Our lawyers help clients negotiate comprehensive indemnity provisions that protect them from potential liabilities, such as undisclosed liabilities, breaches of representations and warranties, or regulatory non-compliance.
7. Employment Issues: Buying or selling a pharmacy can trigger various employment-related matters. Our lawyers provide guidance on matters such as employee transfers, severance obligations, and compliance with employment laws. We help clients navigate these issues while ensuring a fair and smooth transition for all involved.
8. Regulatory Matters: Pharmacies are subject to stringent regulatory requirements imposed by health authorities and professional bodies. Our lawyers are well-versed in the regulatory landscape and assist clients in navigating the complexities of pharmacy transactions, including obtaining necessary approvals, ensuring compliance with licensing requirements, and addressing any regulatory challenges that may arise.
9. Conditions: Purchase or sale agreements for pharmacies often include specific conditions that must be fulfilled before the transaction can be completed. Our lawyers work closely with clients to negotiate and draft conditions that protect their interests and address any unique requirements associated with pharmacy transactions.
10. Transitional Services and Working Capital: Smooth transitions are critical in pharmacy transactions to ensure uninterrupted patient care and business operations. Our lawyers assist clients in negotiating transitional services agreements, which outline the provision of support and assistance during the transition period. Additionally, we address working capital considerations and assist in determining appropriate levels to support the ongoing operations of the pharmacy.

The complexities of buying or selling a pharmacy in Ontario require a partner with deep industry knowledge, experience, and dedication. At Goldstein and Grubner, we offer a holistic service, guiding clients from initial considerations through to transaction completion. With a significant following and countless successful transactions under our belt, we’re well-equipped to facilitate your next pharmacy transaction.