F.A.Q

Not legally, no. But here's the honest answer: the buyers who get hurt are usually the ones who tried to save money on legal fees. A business acquisition involves due diligence, a letter of intent, a purchase agreement, and a closing process - and each of those has real legal risk. One bad indemnity clause or a missed liability in due diligence can cost you far more than you saved. You need someone who knows what they're looking at, not someone learning on your file.

This is one of the most important decisions in any deal, and buyers get it wrong more often than you'd think. In an asset purchase, you buy the things the business owns — equipment, contracts, goodwill — and you generally leave the liabilities behind. In a share purchase, you buy the company itself, which means you inherit everything: assets, contracts, and liabilities, including ones you didn't know about. Buyers often prefer asset deals for that reason. Sellers often prefer share deals for tax reasons. Where you land depends on negotiation — and understanding what you're trading off. 

Yes — and I work with American buyers regularly. There's no legal prohibition on foreign ownership of most Canadian businesses. That said, there are things to navigate: currency, Canadian tax implications, regulatory considerations depending on the industry and size of transaction, and the cross-border structure of the deal itself. Having a Canadian M&A lawyer who understands both sides of that equation matters. You don't want to close a deal and discover Canadian tax or regulatory issues after the fact.

Most small to mid-size acquisitions take 2 to 4 months from signed letter of intent to close. The variables that drive that timeline are rarely what buyers expect.

The biggest factor is the Seller — how organized they are, how cooperative they are during due diligence, and how eager they are to get to close. A motivated, well-prepared Seller can cut months off a deal. The quality of the Seller's advisors matters too. Experienced lawyers and accountants move deals forward; inexperienced ones create friction and slow everything down.

Third party consents add another layer — landlord approval to assign a lease, or a key customer consent to transfer a contract. You can't close without them, and you're on someone else's timeline.

Surprises in due diligence will slow things down. When something turns up, it has to be dealt with — whether that means renegotiating terms or walking away.

And if you're financing the acquisition, get your lender moving early. A deal that's ready to close but waiting on a bank is a frustrating place to be.

A lot more than just prepare documents. Sometimes I get involved at the letter of intent stage — but frequently I get hired after the LOI is signed. From there, I run the legal due diligence, identify the risks that matter, negotiate the purchase agreement, and work through the closing process. The goal isn't just to get the deal done. It's to make sure you know what you're buying, the agreement protects you, and the closing holds. I work buyer-side only, which means my one job is making sure the deal works for you.

It varies by deal size and complexity, but I'm transparent about fees upfront — no surprises. What I'll tell you is this: the cost of good legal counsel is almost never the biggest number in an acquisition, and it's the one that tends to pay for itself most clearly. A lawyer who catches a problem in due diligence, negotiates a better indemnity, or restructures a clause that would have exposed you post-close is worth the fee many times over. 

If you're not ready to hire a lawyer but you want an in-depth discussion on your specific deal, the 1-hour strategy session is a good place to start — CAD$295, no commitment for future services, and you'll leave with a clearer picture of what you're dealing with.