Term sheets and LOIs are valuable tools in business negotiations, providing structure while allowing flexibility. However, their enforceability depends on careful drafting and clear language. If you’re entering into a transaction and need guidance on structuring preliminary agreements, our firm is here to help.

Acquisition financing enables businesses to fund acquisitions through debt, equity, or a combination of both, each with distinct risks and benefits. The choice between asset acquisitions, share acquisitions, or amalgamations depends on factors like tax implications, liability risks, and regulatory requirements. Successful acquisition financing requires careful structuring, due diligence, and alignment of financing with business growth objectives

When deciding between an asset sale and a share sale, sellers often prefer share sales due to favourable capital gains taxation and potential eligibility for the Lifetime Capital Gains Exemption, which can shelter up to $1,250,000 of capital gains. Conversely, buyers typically favour asset purchases because they allow for a stepped-up tax cost on acquired assets, leading to greater future tax deductions through capital cost allowance, and enable buyers to select specific assets while avoiding unwanted liabilities.

Section 168 of the Ontario Business Corporations Act outlines the requirement for special resolutions with at least two-thirds shareholder approval for fundamental changes, such as altering a company's name or modifying share structures, to ensure legal compliance and proper governance.