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We are here to guide you through your mergers and acquisitions (M&A) deal.

No M&A transaction is the same, and our experienced team will help you navigate around risks and work towards your unique objectives of each deal.

Navigator Law will help make sure your business sale, purchase, or merger is a success!

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What are Mergers & Acquisitions?

Selling, buying, or merging a business are important transactions that generally result in two separate businesses merging into one.

Mergers and Acquisitions is a significant and complicated area of business law. There are many different types of M&A transactions, and you might have heard of terms such as leveraged buy-outs, management buy-outs, reverse takeovers, and hostile takeovers.

For large private or public companies, M&A transactions might include joint ventures and strategic alliances, private equity groups or funds, special committees and boards of directors. While M&A deals for smaller, privately-owned businesses are typically less complex, such transactions can still have large implications for everyone involved in the business, from the owners and managers to employees and even customers.

Due to the potential implications of an M&A deal, it can be beneficial to involve a lawyer right from the start. Even when you are just thinking about a potential opportunity for a merger or acquisition, there might be certain legal preparations that can make sure you prevent issues and conflicts down the road.

Our legal team can help advise you on any business transaction, large or small. Our knowledgable lawyers can draw from business law and other practice areas such as tax law or estate law to give you sound, all-encompassing advice for each transaction.

Buying a company?

Are you or your corporation considering growing your organization through an acquisition? We are happy to provide you with guidance through this process.

You can acquire another company in a couple of different ways.

  • ● Stock Purchase. In this acquisition model, you buy another company by buying the shares from the shareholders. This way, you take over all the company’s assets and liabilities.
  • ● Asset Purchase. You can also choose to buy all (or some) of the company’s assets, such as facilities, equipment, inventory, and vehicles. One of the advantages of asset purchases is that the acquirer has more flexibility to choose which assets or liabilities they want to take on.

Good M&A lawyers can help you determine what the best option in your case is, and what the benefits and drawbacks are for each type of acquisition transaction.

How Can a Lawyer Help With Business Acquisition?

When you want to buy a business or corporation, the first step is to determine how much the business is worth. A business valuation specialist can help you determine what is a fair price for the business you are interested in purchasing.

Before or after the valuation, a lawyer can help with several things in preparation for a business acquisition.

  • ● Acquisition CostsA lawyer will take you through and make sure you understand what is included in the price of the business. You will also need to consider any hidden or additional costs such as inventory, start-up costs, and intellectual property considerations.
  • ● Completing Purchase Agreements. With a properly drafted purchase agreement, you ensure that the agreement includes a due diligence period, covers all the important business assets, and limits your liability and risk.
  • ● Due Diligence. We can help you conduct thorough legal research on the business you’re interested in buying. That way, you ensure that you have all the relevant information about the business, including financials, corporate governance documents, and employee obligations. Due diligence gives you the information you need to make an informed decision about whether to move forward with the acquisition and what is a fair price for the business.
  • ● Acquisition Financing. Similar to real estate transactions, a lawyer can also help you secure and coordinate financing for your purchase.
  • ● Tax Planning. How does an acquisition impact your taxes and how can you structure your business to maximize tax efficiency? A business or tax lawyer can help advise you regarding business structure and taxes.

We have developed the expertise to help guide your acquisition. Whether you are a small or medium-sized firm, we are here to help.

Selling Your Company

You have worked hard to build your business. Let us work with you to go through the process of making your business ready for sale. A good strategy for selling your business includes creating an effective tax plan, so you can receive as much of the fruits of your labour as possible.

We are here to guide you through all aspects of selling your company.

How Can a Lawyer Help With Business Sales?

If you’re considering selling your business or you have received an offer for your business, a law firm can help you ease the workload, maximize the business value, minimize risks, and make the road to a sale much smoother.

  • ● Prepare Your Business for Sale. We can help you with independent legal advice to put your business in a strong position prior to a sale. That could mean resolving any outstanding litigation, discharging any old security registrations against the company’s assets, or any other issues that could turn off a potential buyer or reduce the value of your business.
  • ● Due Diligence. As part of due diligence for sellers, a lawyer can help you collect and prepare all relevant documents. Those might include information about the business’ finances, operations, assets, and future obligations and liabilities, including tax information, contractual obligations, payroll information, corporate governance documents.
  • ● Navigate the Sales Process. A lawyer can help you navigate all the legal aspects of the deal. From preparing all the necessary documents, legal transfer of assets or shares, closing of bank accounts and dissolving corporate entities.
  • ● Tax Planning. An important step of selling your business is formulating a tax plan that ensures you get to enjoy as much as possible as your hard-earned income.

No matter your goals when selling your business, we understand that it can be a life-changing decision. Navigator Law is here to support you in making the most of your sale.

Mergers

Thinking about a merger? Not sure if a merger is right for your firm? We have access to experts who can help you analyze a potential merger.

In a merger, two companies join together to form a new entity. Mergers can be complicated processes where a lot is at stake for both businesses involved.

A lawyer can help you ease the workload and ensure your interests are protected when going through a business merger, including:

  • Making sure the merger is legally compliant.
  • Drafting the necessary legal documents.
  • Conducting due diligence.
  • Facilitating the legal and financial aspects of the merger.

Is your firm going through a merger? Contact us to ensure you are aware of all of the terms and conditions that are beneficial and potentially harmful to you. Many of our offerings are able to be set up as a fixed fee.

Regardless of the size or scope of your business purchase, sale, or merger, Navigator Law can help.

Contact Us

We offer effective, experienced legal advice. Contact Navigator Law today to make an appointment at our NW Calgary, Alberta office and to learn more about how we can help you or your business.

Frequently Asked Questions

How long does it take to sell a business?

Every business transaction is different and has unique factors that affect the timeline. How fast your business sells depends on many factors, including your motivation to sell and how much time you can dedicate to managing the sale.

Are there any restrictions on foreign buyers of private companies?

In Canada, foreign acquisitions are regulated according to the Investment Canada Act. The government has the right to review foreign acquisitions and can reject acquisitions of culturally important businesses or deals that may threaten national security. However, most business transactions are not reviewable. Foreign buyers will need to keep in mind, though, that the board of directors must include at least 1 or 25% of the board of directors must be resident Canadians.

Can I make a business sale confidential?

There are many reasons why a business owner would prefer to keep it confidential that the business is up for sale or is in the middle of a sales process. One way to ensure confidentiality is to not disclose any identifying business information until a prospective buyer has signed a confidentiality agreement (non-disclosure agreement). A business lawyer can help you draft such an agreement as part of the sales process.

Can I sell my business by auction?

Yes, selling a business by auction is typically done if a seller wants to understand the potential interest in their business and attract a number of offers.