ACB Law · Mississauga, Ontario
Know what you’re agreeing to.
Business decisions often come down to who has control, what each party is responsible for and what happens if plans change. Akash helps founders, owners and purchasers work through those questions and put the agreed terms in writing.
Request a consultation01 / Services
We assist with incorporations, share structures and organizational documents. For existing corporations, we can review minute books and prepare resolutions or corporate records for a financing, ownership change or sale.
Agree on how owners make decisions, transfer shares, deal with a deadlock or leave the business. We draft and review provisions around voting, approvals, transfer restrictions and buyouts.
We advise buyers and sellers from the letter of intent through closing. We help structure asset and share transactions, investigate legal risks, negotiate who bears those risks under the purchase agreement, and coordinate the approvals and documents needed to complete the deal.
See how a transaction worksWe review or draft agreements covering payment, performance, renewal, termination and liability. For a lease, we can help assess key terms such as permitted use, assignment rights and guarantees.
Business transactions
We help assess whether an asset or share purchase fits your objectives and coordinate with your accountant on tax and financial considerations. We draft or review confidentiality agreements and letters of intent, including price, deposits, financing conditions, due diligence deadlines and exclusivity. We identify which provisions are intended to bind the parties before a definitive agreement is signed.
For buyers, we review corporate records, ownership, leases, key contracts, employment arrangements, licences, intellectual property and any known disputes. We also identify relevant searches for security interests and other claims against the business or assets. For sellers, we help organize records, respond to requests and identify issues that could affect the timing or terms of the sale.
We draft or negotiate the asset or share purchase agreement, including what is included in the sale, which obligations are assumed, price adjustments, representations and warranties, indemnities and conditions to closing. Where applicable, we address holdbacks, seller financing or earn-outs and coordinate required consents from landlords, lenders, franchisors or other third parties.
We coordinate signing, closing funds and delivery of the documents needed to transfer the business. These may include bills of sale or share transfers, assignments, corporate approvals, releases of security and financing documents. We identify post-closing obligations such as purchase price adjustments, transition assistance, corporate record updates and deferred payments.
02 / The process
Discuss what you are trying to accomplish, who is involved and which dates or conditions matter.
Review the documents and flag where the structure, terms or consents affect the deal.
Prepare or negotiate the paperwork and coordinate signing, closing and any necessary filings or records.
03 / Common questions
This page provides general information. For advice about your matter, speak with a lawyer.
In an asset purchase, the buyer acquires specified assets, such as equipment, inventory, intellectual property and goodwill. The agreement identifies which liabilities the buyer assumes. Other liabilities generally remain with the seller, subject to obligations imposed by law. For example, Ontario employment standards rules can require a purchaser who employs a seller’s employee to recognize their prior service for certain entitlements. Leases, contracts and licences may need to be assigned, replaced or approved by a third party.
In a share purchase, the buyer acquires shares from the selling shareholders. The corporation remains the same legal entity and continues to own its assets and owe its existing obligations, including liabilities that may surface later. The buyer takes on the economic risk of those liabilities through ownership of the shares. Contracts generally stay with the corporation, though a change-of-control clause or regulatory requirement can still trigger notice, consent or approval.
The choice affects due diligence, third-party consents and how the purchase agreement allocates risk. It also affects tax planning. An asset purchase may require allocating the price among the assets and assessing GST/HST. A share purchase generally leaves the corporation’s tax cost of its assets unchanged. We coordinate with your accountant before the structure is finalized.
A written agreement can set out voting and approval rights, transfer rules and what happens when an owner wants to leave. Ontario’s Business Corporations Act also addresses unanimous shareholder agreements that restrict directors’ powers. The terms should reflect how the owners intend to run the company.
The registry is Ontario’s service for filings such as incorporation, business name registration and updates to corporate information. Internal records and agreements can also matter when ownership changes or a lender or buyer reviews the corporation.
04 / Contact
Have the business name, a short description of your goal, and any term sheet, draft agreement or signing deadline handy. Keep corporate records available for your consultation.
