When engaging in the purchase or sale of a privately held company, one must decide between two primary transaction structures: asset sales and share sales. Each has distinct legal, tax,
Employment Considerations in Mergers and Acquisitions When considering an acquisition of a Canadian business, due diligence related to employment and labour matters is critical as there are various issues that
Earn-Outs It is not uncommon for purchasers and sellers to disagree on the price of a business. This is especially true today in the face of economic uncertainty resulting from
Due Diligence in M&A Transactions What is Due Diligence? Due diligence in a catch-all term alluding to the process that buyers undertake to familiarize themselves with the business and assets
Non-competition covenants: what are they and are they enforceable? Maybe you’ve seen a non-compete clause in a recent employment contract, included one in an offer to purchase a business, or
What is a Basket and Indemnity Cap? Whenever a purchase agreement is made, the seller makes certain representations and warranties attesting that certain things are true. For example, these include
Pay Less Tax on the Sale of your Business: Understanding the Impact of Allocations to Restrictive Covenants and the s.56(4) Election A restrictive covenant is essentially a commitment not to
Allocations of Purchase Price on the Sale of a Business – Be Wary of Section 68 When buying or selling the assets of a business, it is important to negotiate
Tax Elections that Cancel GST/HST on the Sale of Assets Section 156(1) of the Excise Tax Act (Asset Purchase) – Form RC4616 In our last article, we looked at Election
Tax elections on the sale of a business: Avoiding GST/HST with the filing of Election 167 When selling the supplies of a business, there are certain tax elections that one
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