Heath Law LLP lawyers have experience in all aspects of buying and selling shares or assets of a business. The key to a successful purchase or sale of a business is understanding the many problems that could arise including: internal corporate organization, intellectual property, tax compliance, employment and severance, liens or encumbrances against assets, zoning and bylaw compliance, and contractual issues.

For the buyer, an important part of the buying and selling procedure is due diligence – this is the process of verifying the relevant information about the seller’s business or assets. A buyer’s obligation to complete a transaction is usually subject to due diligence investigations. If there are any problems uncovered, this is the time they must be addressed. Due diligence is a very detailed process that gives the buyer a much clearer picture of the seller’s business or assets.

Different considerations are at play when buying or selling shares or assets of a business. In an asset sale, the buyer purchases individual assets of the company, such as equipment, licenses, goodwill, customer lists, and inventory. The advantages to the asset sale from the buyer’s point of view relate to certain tax considerations, allowing the buyer to only acquire those assets the buyer wishes to purchase and not acquiring the seller’s liabilities. Basically, an asset purchase allows the buyer to be selective in choosing which assets to purchase and to limit his or her exposure to unknown liabilities.
In a share transaction, the buyer is purchasing the shares of the company which owns assets but the buyer is also acquiring all the company’s obligations and liabilities. These liabilities could include trade debts, tax arrears, and severance obligations.

With the help of an experienced lawyer and accountant buyers and sellers can decide whether an asset purchase or share purchase best suits their wants and needs. Heath Law LLP will give you strategic advice about your business acquisitions or sales ensuring your legal and business interests are met.

• Whether you are buying or selling a business, you will need us to protect your interests
• When making an investment, start by protecting yourself
• We advise on Franchising Agreements

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