We would be please to represent you in the purchase or sale of a business. There are essentially two methods used by a purchaser willing to acquire a business, one being the acquiring of the underlying assets of the business and the other being the purchase of the shares of a corporate entity that owns the assets and operates the business. In other words what is otherwise known as either an Asset Purchase or a Share Purchase.
There are a number of detailed factors which one should consider when either selling or purchasing a business either by way of an asset sale/purchase or a share sale/purchase. We would be pleased to meet with you to discuss these items.
Some of the considerations to review in terms of completing a sale/purchase of a business transaction are set out but are not limited to the following below:
1. Letters of Intent and or Agreements of Purchase and Sale;
2. Asset or Share Purchase;
3. Bulk Sales Act Compliance;
4. Transition of Employees;
5. Corporate Structures and Re-Orginization;
6. Pension of Benefit Plan Considerations;
7. Allocation of the Purchase Price between Depreciable and Non-
Depreciable Capital Property, Inventory, Good Will, etc.;
8. Valuation of Assets;
9. Dealing with Allocations Involving Inventory, Land and Bulding, Machine
and other Depreciable Property, Accounts Receiveable, Prepaid Expenses,
Intellectual Property, Assumed Liabilities, etc.;
10. Employees - Dealing With Termination Under the Relevant Statutes, Carry-
Over Provisions, Canada Pension Plan (CPP), etc.;
11. Non-Competition Agreements and Consulting Agreements;
12. Goods and Services Tax (GST) Implications;
13. Land Transfer Tax Considerations, General Representations and
Warranties at Closing;
14. Name Transfers.