Author: Endlex

In connection with our previous articles on commercial transactions, we covered letters of intent (hereinafter referred to as the “Letter” or “Letters”) (see https://endlex.ca/letter-of-intent-definition-and-purpose/) and due diligence (“DD”) (https://endlex.ca/due-diligence-dd-introduction/). The purpose of this article is to discuss the negotiation of DD at the Letter stage. 1.  Elements of DD to be negotiated The Letter generally […]

As part of our series of articles on commercial transactions, following an overview of the subject of letters of intent (hereinafter referred to as the (“Letter” or “Letters”) in commercial transactions involving the sale of shares (see https://endlex.ca/letter-of-intent-definition-and-purpose/), we now turn to the subject of due diligence in commercial transactions (the “DD”). This article is […]

As part of our series of articles on letters of intent (hereinafter referred to as the “Letter” or “Letters”) in commercial transactions for the sale of shares (https://endlex.ca/letter-of-intent-definition-and-purpose/), we’re going to take a closer look at negotiating the balance of the sale price at the Letter stage. This article is the first of several to […]

As part of our series of articles on letters of intent (hereinafter referred to as the “Letter” or “Letters“) in commercial transactions involving the sale of shares (https://endlex.ca/letter-of-intent-definition-and-purpose/), we will take a closer look at the down payment on the purchase price that may be made by the buyer to the seller at the Letter […]

As part of our discussion on letters of intent (hereinafter referred to as the “Letter” or “Letters“) in commercial transactions involving the sale of shares (see – https://endlex.ca/letter-of-intent-definition-and-purpose/ ), we will be taking a closer look at buyer financing conditions at the Letter stage.   Buyer financing will be discussed in depth in a series of […]

As part of our discussion of letters of intent (hereinafter referred to as the “Letter” or “Letters“) in commercial transactions involving the sale of shares (https://endlex.ca/letter-of-intent-definition-and-purpose/), we take a closer look at the exclusivity clause and its purpose. 1.Definition The exclusivity clause in a Letter states that the buyer benefits from exclusive negotiations with the […]

To expand on our last article on letters of intent (hereinafter referred to as the “Letter” or “Letters“) in the context of commercial transactions involving the sale of shares (https://endlex.ca/letter-of-intent-definition-and-purpose/ ), we will take a closer look at the binding nature of such Letters.   As mentioned in our previous article, the parties may indicate in […]

In a business transaction, the letter of intent, also known as the offer to purchase or promise to purchase (and for the purposes of this article, the “Letter“), is a legal document used by the parties to a business transaction to endorse the main terms of the forthcoming transaction. As you may guess from its […]

You may be thinking of buying or selling a business and you are hesitating between a sale of shares and a sale of assets? Here are 3 elements to consider before making your choice:   1.Capital Gains Exemption  The sale of shares usually triggers capital gains for the seller, and half of such capital gains is […]

“What is as minute book?” We get this question a lot. Many entrepreneurs incorporate and operate their business without having a clue as to what a minute book is. It is quite common for businesses to operate for years without the need to create a minute book. However, in this article, we will explain in […]