Tag archives: share purchase

The fallacy of the fully paid share

Often I will review agreements where clients are making representations that shares are fully paid upon their issuance. This practice has developed from US law and migrated north of the border over time, but the basis for it as a concern here is rather limited, even putting it charitably. Under Canadian law, shares cannot be … Continue reading

Drafting a non-binding letter of intent

In August 2004, Graham Allen mentioned to his friend and neighbour, Kim Wallace, that he was interested in selling his business. Wallace in turn expressed interest in purchasing the business. The two of them discussed and negotiated for weeks and, finally, after Allen refused to sign two earlier versions that “left too much up in … Continue reading

Asset deal versus share deal: what’s right for you?

Generally, there are two basic structures that can be used in the purchase and sale of a business: acquisition of the assets of the business from the operating corporation (an Asset Deal); or acquisition of the shares of the operating corporation from the corporation’s shareholders (a Share Deal). In some cases, commercial considerations will be determinative of … Continue reading
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