Summary

Buying or selling a business is often an intense process for those involved, whether the parties to the deal are seasoned transactional professionals or first-time vendors. Questions that typically emerge from such transactions include negotiating the scope of representations and warranties, whether deals should be structured as an acquisition of shares or particular assets, and designing pre-closing reorganizations with the aim of maximizing tax efficiency.

Since purchase and sale transactions typically involve a wide variety of non-obvious legal pitfalls, appropriate risk minimization requires a considerable amount of research, investigation, negotiation and a thorough understanding of the multitude of provincial and federal laws that affect your rights and obligations. BLG’s Business and Corporate Commercial Group can provide you with the information and advice you need to fully understand legal and regulatory matters as they relate to your proposed transaction.

Our Business and Corporate Commercial Group has proven expertise in the following areas that tend to arise in purchase and sale transactions:

  • pre-transaction due diligence;
  • negotiating purchase and sale agreements, including terms of payment, representations and warranties, non-competition obligations and other restrictive covenants;
  • labour and employment issues;
  • intellectual property, including copyrights, trademarks, patents and licensing; and
  • alternative dispute resolution mechanisms.

Members of the Business and Corporate Commercial Group work closely with our lawyers in other specialized areas, including tax, employment, real estate, banking, capital markets, competition law, insurance and litigation. Our team members regularly handle auctions, venture capital transactions, joint ventures, plans of arrangement and other types of corporate reorganizations.

BLG’s expertise in this area also extends to transactions involving public companies. For further information regarding our expertise in this area, please visit our Mergers and Acquisitions page.

Publications