In Ontario, the Agreement of Purchase and Sale (APS) is the legally binding contract that sets out the terms under which a seller agrees to transfer, and a buyer agrees to acquire an interest in property. Once signed, the APS governs the entire process from the initial deposit through to closing, allocating risks, obligations, and […]
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Navigating the due diligence process is the most critical step in any Ontario based M&A transaction. This essential business due diligence practice involves a meticulous due diligence checklist that guides your investigation into every aspect of a target company. The core of this effort is legal due diligence, a systematic review of corporate records, contracts,
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Key Takeaways Mergers and amalgamations are the two methods to consolidate companies, but they are different in terms of legal framework, governance, and tax. A merger involves one company combining with another; the other is left alive and consumes the legal and brand name and operations. Amalgamation creates an entirely new corporation, combining all assets
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In Ontario, an asset purchase agreement for a franchise restaurant is a critical legal contract that facilitates the sale of the business’s specific assets such as equipment, inventory, and goodwill without transferring the seller’s corporate entity or its historical liabilities. This franchise restaurant purchase structure is heavily governed by provincial law, notably the Arthur Wishart
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A shotgun clause is among the strongest but most risky provisions in a shareholder agreement. Alternately referred to as a buy-sell provision, this provision can either be your business partnership’s savior in the midst of disputes that cannot be reconciled or the very provision that facilitates your untimely departure from the company you helped establish.
Shotgun Clauses in Shareholder Agreements for Ontario Business Owners Read More »
Key Takeaways An asset purchase agreement (APA) is a legally binding business acquisition agreement where the buyer acquires specific assets of a business, rather than buying shares of the company. Choosing between asset purchase and share purchase can significantly impact tax implications, liabilities, and control over the business. A well-drafted Business Asset Purchase Agreement ensures
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A termination clause (or “severance clause”) is clause in a contract that specifies how and when the agreement can end. It “sets forth the terms and conditions surrounding a contract’s cancellation”, telling the parties what happens when the working relationship ends. Termination clauses typically detail required notice periods, payments (like severance or final fees), and
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Key Takeaways A Terms of Service (TOS) agreement is a legally binding contract that outlines rules, rights and obligations between a business and its users. TOS agreements safeguard intellectual property, limit liability, and enforce adherence to the existing laws, as well as minimize the chances of disputes. Any business with an online presence, from e-commerce
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A Master Service Agreement (MSA) is a foundational contract between two parties that sets out the broad terms and conditions for an ongoing business relationship. In practice, an MSA defines the general framework such as payment, liability, confidentiality and dispute procedures that will govern any future work or projects between the parties. For example,
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Key Takeaways The most valuable asset of a start-up is its IP, be it software, a patent or a brand. Its preservation and prudent utilization are the difference between flourishing and crumbling. IP licensing agreements allow you to retain ownership and earn money by giving other people the right to use your intellectual property under
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A Sublease is a contract where a commercial tenant (the Sublandlord) rents out all or part of their leased space to another business (the Subtenant). The Sublandlord remains responsible under the original lease, while the Subtenant pays rent to the Sublandlord and occupies the space. In a Sublease, the original lease stays in effect, but
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Supplier agreements are essential tools for Ontario businesses to manage the supply of goods or services effectively. Whether you are a small retailer or a large corporation, a well-drafted supplier or vendor agreement clarifies pricing, payment terms, delivery schedules, service levels, and quality standards, while protecting intellectual property and confidential information. Using a supplier agreement
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