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Private Company Transactions
We provide sophisticated advice on mergers, acquisitions and other significant corporate transactions to private companies of all sizes and in a variety of industries. Our group has a strong track record of successful transactions in the mid-market – M&A transactions in the $10 million to $100 million range - which is the primary focus of our group. We also have extensive experience with smaller transactions involving family run businesses and start-ups.
We regularly act as advisors for acquirers, vendors, target companies, investors and lenders in mid-market transactions, including conventional privately negotiated share and asset transactions, public company mergers, restructurings, amalgamations and plans of arrangement. Our experience advising on all aspects of acquisition transactions, including entity formation, tax structuring, financing and risk management, ensures that our advice considers all of the issues which arise in a complex transaction.
We work closely with the executives and in-house counsel of our clients and assemble appropriate legal teams for each transaction, drawing upon the expertise of the lawyers in our tax, banking, technology, securities, labour and employment, real estate and other practice groups. As a team focused on achieving results for our clients, we are committed to ensuring transactions close on the terms and according to our clients' schedules.
Our experience includes:
- structuring acquisition and ownership arrangements
- structuring and effecting pre-closing reorganizations of target companies and shareholder vendors
- structuring debt and equity financings
- undertaking comprehensive due diligence reviews for purchasers and assisting vendors and target companies prepare themselves for a sale
- negotiating and drafting confidentiality agreements, letters of intent, offers to purchase, share and asset purchase and sale agreements, escrow agreements, assignment agreements, non-compete, non-solicit and other restrictive covenant agreements, earn-in agreements, loan agreements, vendor take-back loan agreements, consulting agreements, indemnity agreements, guarantees, employment agreements and other transaction related commercial agreements
- providing advice on all manner of labour and employment law issues
- obtaining various regulatory and governmental consents including those required under the Competition Act and Investment Canada Act
- obtaining consents and assignments from lenders, landlords, customers, suppliers and other third party stakeholders
- assisting with post closing and transition matters including holdbacks, adjustments and set-off arrangements
In addition, our transaction experience includes an array of industries, including: information technology; traditional and alternative energy; commercial, industrial and resort real estate; manufacturing; mining; forestry; retail; food services; insurance, financial and business services; entertainment and media; professional sports; construction; aviation and airport services; trucking; infrastructure and road building; and healthcare.