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Seller's Guide

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Lawyers<br />

Legal issues are always at the forefront of M&A deals. The lawyer is a<br />

very important advisor to both Seller or Buyer. The lawyer should be<br />

someone who is well versed in M&A; only use an attorney who has<br />

actually engaged in M&A transactions.<br />

Buying and selling a business is one of the most complex transactions<br />

that exist in the marketplace today. It’s a complicated process with<br />

multiple concurrent moving pieces in the transaction that effect:<br />

• Taxation matters relating to the CRA<br />

• Human Resources and Employment Contracts<br />

• Real Estate – Sale or Lease<br />

• Trusts<br />

• Deal / Transaction Structure: Share Sale or Asset Sale<br />

• Terms of Payment: Vendor Financing, Earn Outs and other<br />

conditions<br />

• Purchase / Sale Agreement<br />

“<br />

“<br />

“<br />

There is gold and abundance of costly<br />

stones, but the lips of knowledge<br />

are a precious jewel.<br />

- Proverbs 20:15<br />

Earnings can be pliable as putty when<br />

a charlatan heads the company<br />

reporting them.<br />

- Warren Buffet<br />

Rule No.1: Never lose money. Rule No.2:<br />

Never forget rule No.1<br />

- Warren Buffet<br />

“<br />

“<br />

“<br />

“Proficient is defined with one word: skilled. In order to become skilled you must<br />

have more than knowledge, you need to apply that information.”<br />

- Jac Fitz-Enz<br />

13

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