M&A Made Simple
Letter of Intent
Negotiating a letter of intent (LOI) ensures that buyers and sellers are on the same page about the primary business terms of the transaction.
Due Diligence
Definitive Agreement
An Asset Purchase or Share Purchase Agreement outlines the terms of the agreement between the parties, including the price, structure and non-compete provisions.
Closing Documents
Electronic Closing
Both parties sign all closing documents electronically and the consideration is transferred to the seller. The transaction is completed but other obligations may be ongoing.
Additional Considerations
Pre-Transaction Reorganizations
We can work with your accounting team to restructure or reorganize your company in a tax efficient manner prior to the transaction.
Hiring Employees/Contractors
Commercial Lease Review and Negotiation
Trademark/IP Registration
Our M&A Lawyers
Lawyers who guide technology and IP-driven businesses through acquisitions and sales, from letter of intent to closing.
M&A News and Insights
Insights on buying and selling technology companies in Canada.
Frequently Asked Questions about Mergers and Acquisitions
What is the difference between a share purchase and an asset purchase?
In a share purchase, the buyer acquires the shares of the company, so the company keeps all its assets, contracts and liabilities. In an asset purchase, the buyer picks the assets and liabilities it wants, but contracts and permits may need third-party consent to transfer. Sellers often prefer share sales for tax reasons; buyers often prefer asset purchases to limit inherited liabilities. The right structure depends on tax, liabilities and how easily key contracts can move.
Is a letter of intent (LOI) binding?
Mostly not. The business terms in an LOI, such as price and structure, are usually non-binding. Some provisions are typically binding, such as confidentiality, exclusivity (no-shop) and who pays costs. A well-drafted LOI still matters, because it sets expectations for the definitive agreement.
What does due diligence cover for a technology company?
Buyers review ownership of the IP (including assignments from employees and contractors), use of open-source software, key customer and supplier contracts, privacy and data security compliance, employment and contractor arrangements, corporate records and tax. Sellers who organize this information early usually close faster and negotiate from a stronger position.
How long does an M&A transaction take?
Small and mid-sized private deals often take two to six months from LOI to closing. Timing depends on due diligence, financing, third-party consents and any regulatory approvals.
What are holdbacks, escrows and earn-outs?
They are ways to manage risk on price. A holdback or escrow sets aside part of the purchase price for a period to cover claims under the representations and warranties. An earn-out makes part of the price depend on the business reaching agreed targets after closing. Each needs clear drafting to avoid disputes.
What happens between signing and closing?
Signing and closing may happen together or at different times. Where there is a gap, we help coordinate outstanding conditions, third-party consents, financing deliverables and closing documents. We work with the other advisers to track responsibilities and keep the transaction moving toward completion.
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