Corporate & commercial · Mergers & acquisitions
We handle mergers and acquisitions of closely-held BC businesses — family-owned companies, professional practices, and the kind of transactions where deal size and complexity sit between a routine share purchase and a publicly-traded mega-deal. Buyer-side and seller-side.
What we work on
A founder or family group selling a closely-held BC business to a strategic buyer, a financial buyer, or a successor. Usually a share purchase to capture the lifetime capital gains exemption where the corporation qualifies as a Qualifying Small Business Corporation. Often involves earnouts, transition arrangements, and non-competes.
One operating business acquiring another — for capacity, for geographic expansion, for product complement. Frequently asset purchases, often with the buyer cherry-picking assets and contracts and leaving liabilities behind.
One or more shareholders selling part of their stake, often to bring in a new investor, fund growth, or partially exit. Structurally complex — usually involves new shareholder agreements, share-class restructuring, and detailed earnouts or vesting.
Where we coordinate
On any meaningful BC M&A deal, the legal work happens alongside financial, tax, and operational work done by other professionals. Our role is to be the central coordinator on the legal side and to work cleanly with the others:
Frequently asked
Strictly, an acquisition is one company buying another (whether by share purchase, asset purchase, or amalgamation), and a merger is two companies combining into a single new entity (typically by amalgamation under the BCBCA). In practice, the terms are often used interchangeably, and most BC small-to-mid-market deals are technically acquisitions even when the parties call them mergers. The legal mechanics are different; the strategic logic is often similar.
Tax treatment, liability transfer, and ease of execution drive the choice. Asset purchases let the buyer pick which assets and liabilities transfer (cleaner for the buyer); share purchases keep the company intact (often better for the seller, particularly with the lifetime capital gains exemption); amalgamations combine two corporations into a new one (sometimes used in family or group reorganisations). Each has different tax, liability, and corporate-law consequences. We work through the trade-offs with your accountant before structuring.
We handle small-to-mid-market deals — closely-held BC businesses, family-owned companies, professional practices, and similar transactions where the deal size and complexity match a boutique firm's strengths. Very large transactions involving public companies, multiple jurisdictions, or specialised regulatory regimes (banking, telecoms, mining at scale) are typically better served by larger firms with dedicated M&A teams.
It depends on the deal size and the target. A typical small-to-mid-market share purchase requires legal, financial, tax, and operational due diligence at minimum. Industry-specific deals add specialised review: environmental for industrial properties, regulatory for healthcare, IP for technology, real estate review for property-heavy operations. We coordinate the legal due diligence; your accountant handles the financial and tax review; specialists are brought in for industry-specific items.
Several mechanisms: representations and warranties from the seller, indemnification provisions with caps and baskets, holdbacks of part of the purchase price held in escrow, earnouts tying part of the purchase price to post-closing performance, non-competition agreements, and (on larger deals) representations and warranties insurance. Each tool addresses a different risk; the right combination depends on the deal.
From letter of intent to closing, typical small-to-mid-market deals in BC run 60 to 180 days. The variability comes from due diligence depth, financing arrangements, regulatory approvals, and the complexity of the negotiation. The first 30 to 60 days is usually due diligence and definitive agreement drafting; the remainder is closing conditions, third-party consents, and final negotiations.
Tell us the deal type (share, asset, amalgamation), the rough size, and where you are in the process (LOI, due diligence, definitive agreement). We'll come back with a fee estimate and a list of what we need.