Due diligence in the context of acquiring a business

Steps to ensure compliance with the various laws and regulations applicable to a company prior to an acquisition or merger.

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As part of acquiring a company, whether through the purchase of shares, assets, or a merger, a prudent buyer will conduct a thorough examination. This examination, called due diligence, will be carried out on all significant elements of the company in order to properly evaluate it before proceeding with the acquisition. The legal, financial, tax, and operational aspects need to be examined in this process by the buyer's various advisors. A preliminary examination may be conducted prior to submitting a letter of intent or purchase offer, and a comprehensive examination will follow the acceptance of the offer, prior to signing the sales contract.

The notary can perform the legal verification of several aspects of the transaction, including the following points:

  • the minutes book of the corporation, the shareholders' agreement;
  • the necessary permits for the continuation of activities, their duration and transferability;
  • the applicability of specific legislations, such as the Environmental Quality Act, the Securities Act, the Bank Act, the Bankruptcy and Insolvency Act;
  • in collaboration with the accountant, all financial information, including financial statements;
  • mortgages and other rights affecting the company's assets;
  • compliance with source deductions (D.A.S) and taxes (G.S.T., Q.S.T.);
  • regarding the corporation's buildings: verification of property taxes and school taxes, examination of titles, etc.;
  • intellectual property of the corporation;
  • leases;
  • verification of all contracts involving the corporation;
  • insurance policies for property, liability, etc.;
  • in terms of human resources, employment contracts, the Human Rights Commission, the CNESST, etc.;
  • legal actions or threats of legal actions.
If you need more information on this service, please contact us
514 374-4303
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