Step 1: Preparing the Target Entity for Sale
Our experienced team provides practical legal advice to both buyers and sellers of businesses. When representing a seller, we collaborate with your tax advisors to finalize pre-closing transactions, effectively preparing the target entity for sale. This process aims to achieve the best possible outcome, including leveraging the lifetime capital gains exemption.
Step 2: Drafting a Non-Binding Term Sheet
We assist in drafting a non-binding term sheet that outlines the preliminary terms and conditions of the potential sale. This document includes crucial details such as the purchase price, assets and liabilities to be included or excluded, contingencies like financing, and conditions to close. Additionally, it addresses post-closing indemnification.
Step 3: Conducting Due Diligence and Financial Review
Our team compiles a comprehensive due diligence request list to gather financial, legal, and other essential information about the entity or assets to be acquired. The insights gained from this due diligence process can influence the terms of the purchase and sale contract, enabling parties to mitigate newly identified risks. For example, if there is an ongoing zoning investigation, the buyer may request indemnification from the seller for any post-closing fines.
Step 4: Finalizing the Purchase Agreement
We negotiate the purchase and sale agreement, which serves as the primary transaction document. This agreement elaborates on the key terms and includes additional crucial provisions. It may also reference other ancillary agreements, ensuring comprehensive deal protections to minimize unexpected issues.
Step 5: Securing Corporate Approvals
Both the buyer and seller must comply with applicable laws, such as those in Ontario, to secure approval from their respective corporate entities and investors for the transaction. Our legal professionals ensure all necessary corporate approvals are obtained, facilitating a smooth transaction process.
Step 6: Closing the Deal and Business Growth
Engaging with our legal counsel ensures a more efficient and effective transaction process. With our guidance, you can swiftly close the deal and focus on scaling your business. Using proper legal counsel will result in a faster and more effective transaction, allowing you to close the deal and start growing your business.
