Mergers & Acquisitions Law
Mergers and acquisitions are often seen as complex and daunting tasks, which can lead to high legal fees.
When undertaking a merger or acquisition, it is crucial to have an experienced lawyer by your side. Not only will this ensure that the process goes smoothly, but it can also save you money in the long run.
At Beganyi Professional Corporation Law Firm, we offer expert legal services at a fraction of the price charged by Bay Street firms. With over 12 years of experience in the field, we are confident that we can handle all aspects of your merger or acquisition. Our goal is to help you understand the benefits of your decisions while minimizing any possible risks.
One of the most critical roles we provide to our clients is to assist them with their due diligence process. Before you enter into any contract to acquire a business, you want to ensure that you have a thorough understanding of the risks associated with the acquisition. Some of the due diligence that we undertake on your behalf during an acquisition include:
- Review of employment contracts to identify potential contract issues and risks;
- Review of corporate obligations, including obligations to creditors; and
- Review of material contracts such as leases, equipment rental contracts and intellectual property license agreements.
When parties agree to enter into an acquisition, usually a letter of intent or a term sheet is executed by the buyer and the seller. This letter of intent or term sheet is negotiated based on preliminary due diligence undertaken by the prospective purchase. While often providing an invaluable starting point for drafting relevant acquisition document, often understandings and agreements set out in the letter of intent must be re-negotiated as the purchaser undertakes a more detailed due diligence. An experienced and knowledgeable lawyer can be an invaluable asset in a negotiation. Such a lawyer can help you understand the risks uncovered through the due diligence process and can propose various options to manage and allocate the risk between buyer and seller.
Drafting of Agreements
Perhaps the most critical service that we provide at Beganyi Professional Corporation Law Firm with respect to mergers & acquisitions is the drafting of agreements to the business terms agreed to by the parties into legally binding contracts and agreements. Typical contracts which are drafted during a merger & acquisition include: (a) asset purchase agreements; (b) share sale agreements; (c) non-competition agreements; (d) employment contracts; (e) indemnities; and (f) intellectual property assignment agreements.
Coordinating Acquisition with Lender’s Counsel
Often an acquisition requires financing. Depending on the size of the acquisition the lender may retain its own counsel to represent its needs. In such instances, we will ensure that your lender is kept apprised of the transaction and is provided with such documents and items of due diligence as the lender may require to advance to you the funds you need to acquire the target business.
Closing The Transaction
When the due diligence is complete and the agreements are drafted, the merger or acquisition must be “closed” by lawyers representing the buyer and seller. At this point, your solicitor will help you to file all necessary paperwork with regulatory agencies, local, provincial or federal governments and any number of other institutions or organizations which may have a vested interest in the transaction. If real estate is being purchased, your lawyer will also assist you in registering a proper transfer to change ownership from the seller to the buyer. If any issues arise during the closing process, we will assist you with providing guidance as to how to proceed based on the issue at hand and your goals and needs.
A Firm You Can Trust
You can trust that when it comes time to handle your next merger or acquisition, by retaining the Beganyi Professional Corporation Law Firm, we will be there by your side every step of the way. We understand the ins and outs of mergers and acquisitions and we offer practical advice in plain language, so you know what options are available to you at each stage of the process. We want nothing more than for our clients to feel comfortable knowing they have an experienced professional working hard on their behalf.
Therefore we offer free twenty-minute consultations during which Ladislav will sit down with you face-to-face and discuss any questions or concerns regarding your business. Let us put our years of experience behind making your next mergers and acquisitions transaction a success!
Leases are legally binding contracts, and breaking one can have serious consequences. But sometimes, businesses have no choice but to terminate their lease agreement. If you find yourself in this situation, here are some tips on legally breaking your commercial lease without litigation.
When a party to a real estate transaction suspects or is advised that the other party will breach its terms in the future, the question arises as to whether the innocent party is excused from its obligations under the purchase and sale agreement ("APS"). The answer to this question depends on whether there has been an anticipatory repudiation of the contract. If anticipatory repudiation occurs, the innocent party is relieved of its obligations and may treat the contract as terminated. If there has not been an anticipatory repudiation, the innocent party must continue to perform its obligations under the contract.
You've worked hard to get where you are. You've put in the long hours, made the sacrifices, and achieved the professional goals you set for yourself. But now you're faced with a decision that could change everything: should you buy a dental practice?
There's no easy answer, and there's a lot at stake. On the one hand, owning your own business can be very gratifying. You'll have the freedom to set your own hours, build your own clientele, and be your own boss. On the other hand, it's a lot of work. You'll be responsible for all the practice's day-to-day operations, from scheduling appointments to managing finances. And if something goes wrong, you'll be the one who has to deal with the consequences.