Our Business Purchase and Sale Services

Buying or selling a business often involves a combination of legal agreements, financial considerations, regulatory requirements, and practical business issues. Each transaction can involve unique circumstances depending on the structure of the deal, the industry involved, and the objectives of the parties to the transaction.

We assist business owners, entrepreneurs, and investors with the legal aspects of buying or selling businesses and navigating the various stages of the transaction.


Our experience assisting clients with business purchase and sale transactions includes matters such as:

• Negotiating business purchase and sale agreements
• Structuring transactions as asset purchases or share purchases
• Reviewing and preparing transaction documents
• Assisting with due diligence and related documentation
• Addressing financing arrangements and related agreements
• Assisting with closing documentation and transaction completion

Advising Buyers and Sellers

Both buyers and sellers face important legal and practical considerations when entering into a business transaction. Buyers often wish to ensure they understand the business they are acquiring and the obligations they are assuming, while sellers may wish to structure the transaction to protect their interests and manage risk following the sale.

We assist clients in navigating these considerations and structuring agreements that reflect the objectives of the parties involved.

When should I contact a lawyer when buying or selling a business?

It is generally advisable to seek legal advice early, and preferably before or during negotiations, to reduce the risk of delays, complications, or issues and to ensure the transaction reflects the parties’ intentions and business arrangements. In some cases, clients proceed with discussions or negotiations before seeking advice, which may result in terms being agreed in principle that later require revision and can affect the efficiency or momentum of the transaction. This is particularly relevant where transactions involve legal considerations such as financing arrangements (including vendor take-back financing), employment matters, material contracts, leases, liens and other encumbrances, or the structure of the transaction (including asset or share purchases), which may need to be addressed both in the terms of the agreement and in the rights and obligations of the parties and the closing process.

Should I purchase the assets of a business or its shares?

Whether a transaction should be structured as an asset purchase or a share purchase depends on the nature of the business, the objectives of the parties, tax considerations, financing requirements, and the legal and commercial risks involved. There is no single approach that is appropriate for every transaction. Experienced legal advice can assist in evaluating the available options and selecting a transaction structure that best reflects the parties' objectives.

What is legal due diligence and why is it important?

Legal due diligence is the process of reviewing information and documents relating to a business before a transaction is completed. Depending on the transaction, this may include reviewing corporate records, contracts, leases, financing arrangements, licences, intellectual property, litigation, regulatory matters and other legal issues affecting the business.

Due diligence involves more than identifying legal risks. As additional information becomes available, it may affect the structure of the transaction, the purchase price, financing arrangements, representations and warranties, indemnities, conditions to closing, post-closing obligations, and other negotiated terms. Due diligence is therefore often an ongoing process that informs both the negotiation of the transaction and the preparation of the definitive agreements.

​We assist clients with legal due diligence as part of the broader transaction process, helping identify legal issues, evaluate available options, manage legal and commercial risk, and ensure that the transaction documentation accurately reflects the parties' intentions and the matters identified during due diligence.

Do I need a letter of intent before buying or selling a business?

Not every business transaction requires a Letter of Intent ("LOI"), and the appropriate approach will depend on the circumstances of the transaction and the objectives of the parties. An LOI may be used to determine whether the parties have reached common ground on the principal commercial terms before investing significant time and expense in negotiating the definitive agreements. In other cases, the parties may proceed directly to negotiating the definitive transaction documents.

Letters of Intent can also vary significantly in their legal effect. Depending on how they are prepared, an LOI may be wholly non-binding, legally binding in whole or in part, or provide that the transaction remains subject to the negotiation and execution of definitive agreements. Careful consideration should therefore be given to the intended legal effect of the document before it is signed.

Business transactions often involve numerous interrelated legal and commercial considerations, including the purchase price, allocation of the purchase price, assets and liabilities being acquired or assumed, financing arrangements, representations and warranties, indemnities, conditions to closing, and post-closing obligations. Because these matters frequently affect one another, it is often beneficial to negotiate the definitive agreements as an integrated transaction rather than attempting to finalize individual terms in isolation.

​We assist clients in preparing, reviewing and negotiating Letters of Intent, as well as the definitive agreements that follow, helping ensure that the transaction documents accurately reflect the parties' intentions and the commercial arrangements ultimately reached.

When should legal due diligence be completed?

The timing and scope of legal due diligence will depend on the nature of the transaction and the approach adopted by the parties. In some transactions, due diligence begins after the parties have signed a Letter of Intent or reached agreement on certain commercial terms. In others, due diligence is conducted while the principal terms of the transaction are still being negotiated or before a Letter of Intent is signed.
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Legal due diligence is not a single event, but an ongoing process that often continues throughout the transaction. As additional information becomes available, it may affect the structure of the transaction, financing arrangements, purchase price, representations and warranties, indemnities, conditions to closing, post-closing obligations and other negotiated terms. The definitive transaction documents frequently evolve throughout the due diligence process as issues are identified, investigated and resolved.

Can I use a standard purchase agreement for buying or selling a business?

Standard precedents and online templates can provide a useful starting point, but business purchase and sale transactions often involve legal and commercial issues that are unique to the particular business, transaction and parties involved. The appropriate terms of a Letter of Intent or Purchase Agreement will frequently depend on the transaction structure, due diligence findings, financing requirements, negotiated allocation of risk, and the parties' commercial objectives.

​The value of legal advice often lies not in preparing the document itself, but in identifying relevant issues, evaluating available options, negotiating appropriate terms, allocating legal and commercial risk, and helping ensure that the resulting agreements accurately reflect the parties' intentions and the commercial arrangements ultimately reached.

Leaders in Law: We have been recognized as a Leader in Law for our proficiency in Commercial Law legal advice and services, and are recipients of awards for our expertise in Commercial Law.

Global Law Experts: We are recognized as a Global Law Expert's member for Commercial Law and Business Law, and are recipients of awards for our expertise in Real Estate Law and Commercial Law.

Awards and Recognition: We are honoured to have received awards and recognition for our Commercial Law, Real Estate Law, Wills and Estates, and Notary services some of which are set forth in our Reviews page.

We strive to be open and straightforward about our fees with fee estimates and a variety of service and fees options, because we understand that in personal or business matters, cost can be a factor in the opportunities, challenges, milestones and transactions requiring our assistance Find out more about more fees information.

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Contact us to see if we can assist you or our Lopatka Law Blog page includes some of the following legal articles:

1. ​Non-Solicitation Contracts and Clauses in Various Transactions,
2. "Shotgun Clauses" [Compulsory Buy-Sell Terms] in Unanimous Shareholders Agreements.

and our blog covers more than just this area of the law and we post additional legal articles from time to time.

Want to know more about buying and selling a business?