— Mergers & Acquisitions · Surrey & Vancouver

Buying or selling a business? Get the deal structured right.

Share purchases, asset purchases, mergers and acquisitions for business owners across Surrey, Vancouver and the Lower Mainland. From the letter of intent through due diligence to closing.

5.0 ★★★★★

Rated on Google

(778) 262-2835

Your first 30 minutes are free. Bring us the letter of intent before you sign it and we will tell you what you are agreeing to.

— Overview

The price is only one part of the deal.

Whether you are acquiring a competitor, buying into a company, merging with a partner or selling the business you built, the terms around the price decide how the deal really turns out: what you are taking on, who carries the risk after closing, and how much of the purchase price you actually keep.

We act for buyers and sellers of owner-managed and family businesses across Surrey and the Lower Mainland. Our in-house accountant is involved from day one, so the legal structure and the tax structure are designed together rather than reconciled afterward. And because the transaction sits inside a full-service firm, the real estate, financing, estate planning and employment issues that come with a business sale are handled in one place.

— What we handle

Corporate transactions.

I.Share purchases & sales

II.Asset purchases & sales

III.Mergers & amalgamations

IV.Letters of intent & term sheets

V.Legal due diligence

VI.Purchase agreements, holdbacks & escrow

VII.Buying out a partner or shareholder

VIII.Pre-sale reorganizations & succession

— How it runs

Four stages, in order.

Structure and letter of intent

Share or asset deal, price, payment terms, exclusivity and key conditions. We review or draft the LOI and make sure the structure works legally and for tax before anything is signed.

STRUCTURE

Due diligence

Corporate records, contracts, leases, employees, debts, registered security and litigation. We find the problems while they can still be priced, fixed or protected against.

DILIGENCE

III

Purchase agreement

Representations, warranties, indemnities, holdbacks and closing conditions. This is where the risk is allocated, and where most of the negotiation happens.

AGREEMENT

Closing and transition

Closing documents, share transfers or asset conveyances, releases of security, funds through trust, and the post-closing steps that make the transfer stick.

CLOSING

— Common questions

What clients usually ask first.

Should I buy the shares or the assets?+

It depends on what you are buying and what you are prepared to inherit. In a share purchase you acquire the company itself, with its contracts, permits, history and liabilities. In an asset purchase you choose the specific assets you want and generally leave the liabilities behind. Sellers often prefer selling shares for tax reasons, while buyers often prefer buying assets for liability reasons, so the structure is usually part of the negotiation. We work through the legal and tax consequences with you before the letter of intent is signed.

When should I bring a lawyer in?+

Before you sign a letter of intent. The LOI sets the price, the structure, exclusivity and the key conditions, and while much of it is usually non-binding, it frames everything that follows. Changing the deal after it is signed is far harder than getting it right at the start.

What does due diligence involve?+

Due diligence is the buyer's investigation of what they are actually acquiring: corporate records, share ownership, material contracts, leases, employees, litigation, permits, debts and security registered against the business. The aim is to find problems while they can still be priced, fixed, or covered by protections in the purchase agreement.

What protects me after the deal closes?+

The purchase agreement. Representations and warranties, indemnities, holdbacks and escrow arrangements decide who pays if something surfaces after closing that was not disclosed. These clauses are where most of the negotiation happens, and they are where an experienced lawyer adds the most value.

I am selling my business. What should I prepare?+

Clean corporate records, a current shareholders' register, signed copies of key contracts and leases, and a clear picture of any debts, disputes or tax issues. Sellers who prepare before going to market usually close faster and with fewer price reductions late in the process.

Part of a wider plan? See business & corporate law, shareholder disputes, or estate planning for business owners.

— Begin

Tell us about the deal.

Buying, selling or merging. Tell us where things stand. The first 30 minutes are free and completely confidential.