It refers to the pre-transaction architecture that supports the eventual acquisition, the strategic case, the financing structure, the target identification and diligence framework, the regulatory and tax position, and the integration plan. The legal pieces of that architecture are run alongside the financial and operational pieces, and the work begins materially before any letter of intent is signed.
The most leveraged pre-sale work is structural and runs twelve to twenty-four months ahead of the transaction. It includes purification of the operating company to support LCGE eligibility on the shares; an estate freeze where helpful to multiply the LCGE across family members; a clean-up of the contract base and the minute book; a review of any employment exposures that will surface in the buyer's diligence; and a strategic review of the share register, share classes, and any restrictive provisions in the shareholders' agreement. The transaction itself, valuation, LOI, and definitive agreement run on standard M&A practices once the pre-transaction work is done.
A strategic buyer is an operating business acquiring the target for synergies, market expansion, vertical integration, capability addition, geographic reach, and the price typically reflects the present value of those synergies. A financial buyer (most commonly a private-equity sponsor but also family-office investors and certain corporate venture funds) acquires the target for return on investment, generally intends to resell or recapitalize within a defined horizon, and tends to negotiate harder on earn-outs, equity rollover, and management incentives.
Because the value of the acquisition is preserved or eroded in the first year after closing. Operational, cultural, and financial integration is the operating team's work, but a substantial portion is legal earn-out monitoring against agreed metrics, consent-and-assignment cleanup on contracts that the buyer did not get pre-closing, integration of employment and benefits across the two organizations, and the management of any residual indemnity or representation-and-warranty claims.
Both. The firm's M&A practice is split between buyer-side mandates (strategic acquirers, family-office investors, search funds, and management-buyout teams) and seller-side mandates, including owner-managers preparing for exit and shareholders selling into a strategic or financial transaction. The work in either direction is informed by what we see across the table on the other side, and we are sometimes able to act for both parties on a non-contentious related-party transaction where independent legal advice is otherwise satisfied.
A roll-up is a strategy where a buyer acquires multiple smaller businesses in the same industry and consolidates them into a single larger entity. The goal is to create scale, cost synergies, and a more valuable combined business than the sum of its parts. Roll-ups are common in fragmented industries such as professional services, healthcare clinics, and trades.
Ideally, two to five years before you intend to close. That window gives time to purify the corporation, qualify the shares for the lifetime capital gains exemption, clean up the financials, address customer concentration, and bring the business to market in a saleable state rather than a fire-sale state. Earlier planning almost always increases net proceeds.
Private businesses are usually valued at a multiple of normalized EBITDA, adjusted for working capital, debt, and any owner-specific addbacks. The multiple depends on industry, growth, customer concentration, recurring revenue, and management depth. Real-estate-heavy or asset-heavy businesses may instead be valued on an asset basis. We coordinate with valuators rather than perform the valuation ourselves.
Common strategies include qualifying the shares for the lifetime capital gains exemption (up to roughly $1.25 million per individual on QSBC shares), multiplying the exemption across family members through a holdco or trust, purifying the corporation of non-active assets, and structuring as a share sale rather than an asset sale where the seller's tax profile favours it.
An estate freeze locks in the current value of the business with the founder and shifts future growth to children, a family trust, or other shareholders, typically through preferred shares and new common shares. Done well in advance of a sale, it can multiply access to the lifetime capital gains exemption and meaningfully reduce overall tax on the eventual exit.
