Mergers and acquisitions lawyerThe transactions
where everything
is decided.
Mergers and acquisitions
A transaction is won
before signing.
Buying, selling or merging a business is one of the most consequential operations in commercial life. It engages corporate law, taxation, financing, employment law and often real estate. Before the structuring, three questions are settled upstream: see buying and selling a business.
Our role is to coordinate those dimensions and keep the deal on track: build the timetable, run due diligence, negotiate what protects our client and close cleanly.
Mergers between companies of the same group follow a different logic: they serve simplification and taxation rather than acquisition. They are prepared with the tax specialist and often carried out as short-form amalgamations.
A business transaction engages the Business Corporations Act, the Civil Code of Québec for the sale itself, and filings with the Registraire des entreprises du Québec.
What we do
Six work streams
run in parallel.
Transaction structure
Purchase of shares or assets, acquisition company, amalgamation, tax rollover. The structure is settled with the tax specialist and drives everything else.
Letter of intent
Indicative price, timetable, exclusivity, confidentiality. What is conceded there is hard to renegotiate afterwards.
Due diligence
Corporate, contracts, litigation, employees, permits, intellectual property, real estate, tax. We run the exercise and translate its findings into clauses.
Purchase agreement
Representations and warranties, indemnification, caps and thresholds, price adjustments, closing conditions. This is the document that lives on after the deal.
Financing
Bank loan, vendor take-back, security, intercreditor agreements. The financing documents must line up with the purchase agreement.
Closing and integration
Third-party consents, change of control in leases and contracts, transfer of permits, updating the registers and the minute book.
Services
- Mergers and acquisitions
- Commercial project analysis
- Due diligence
- Arrangements, reorganizations and restructurings
- Purchase and sale agreements
- Joint venture agreements
- Strategic partnerships
Frequently asked questions
What we are asked most.
How long does a transaction take?
Three to six months for a small or mid-sized business, longer where financing is complex or regulatory approvals are required. Due diligence and securing financing are the two stages that most often stretch the timetable.
Who pays the transaction costs?
Each party generally bears its own legal, accounting and tax fees. Certain shared costs, such as a valuator or an escrow agent, are split as agreed in the letter of intent.
Is a merger the same as an acquisition?
No. An acquisition transfers ownership of a company or its assets to a buyer. A merger combines two companies into a single legal person. Short-form amalgamation between companies of the same group mainly serves to simplify a structure.
Do we need a lawyer if the parties already agree?
Agreeing on price settles neither the structure, nor the tax treatment, nor the warranties, nor what happens if a problem emerges after closing. It is precisely in friendly transactions that protections are most often forgotten.
Three readings to prepare a transaction: due diligence, shares or assets, and what your business is really worth. If you are on the buyer or seller side, see our Business Succession practice.
A transaction in preparation?
The earlier we are involved, the more the structure can still be optimized. After the letter of intent, the room to manoeuvre narrows.
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