Mergers & Acquisitions Lawyers in North York, ON 

Serving Business Clients in the Greater Toronto Area

The term “merger” is frequently employed to describe a transaction in which one entity, or substantially all of its assets, becomes owned or controlled by another entity. For instance, a transaction whereby one corporation acquires all of the issued and outstanding shares, or substantially all of the assets, of another corporation is often colloquially referred to as a merger.

In contrast, the term “amalgamation” has a specific statutory meaning under Canadian corporate law. An amalgamation refers to a formal legal process prescribed by applicable corporate legislation whereby two or more corporations combine and continue as a single corporate entity, with the amalgamated corporation assuming all assets, liabilities, rights, and obligations of the predecessor entities.

While an amalgamation may serve as a vehicle to effectuate a merger and acquisition (“M&A”) transaction, it is less commonly used for that purpose in practice. More typically, an amalgamation is utilized subsequent to the completion of an M&A transaction—such as following a share acquisition—whereby the acquiring corporation amalgamates with the acquired (target) corporation to achieve certain legal, tax, or organizational efficiencies.

An acquisition is used to describe the purchase or acquisition of one company or business (or control over that company or business) by another company or business. This can occur either through the acquisition of shares in the target company, or through the acquisition of assets of a business. An asset acquisition often involves the purchase of all or substantially all of the assets of a target company or business (subject to certain specified exclusions) and often the assumption by a buyer of at least some of the liabilities and obligations of the target business. An asset acquisition could, however, involve the acquisition of only the assets of a branch or division of a target company. In a share acquisition, acquisition of a majority (or more) of the outstanding shares of the target company effectively conveys control over the target company's assets. The liabilities and obligations of the target company remain with it.

Private M&A acquisitions are typically effected pursuant to:

1. An asset purchase agreement between the acquiror and the target company, pursuant to which the acquiror agrees to purchase, and the target company agrees to sell, assets (often substantially all of the assets of the target company used in carrying on a specific business (or businesses)); or
2. A share purchase agreement between the acquiror and all of the shareholders of the target company, pursuant to which the acquiror usually agrees to acquire all of the issued and outstanding shares of the target company (although in some cases acquirors do not acquire 100% and instead wish that the vendors retain an interest).

At BSG LLP, we understand that mergers and acquisitions (M&A) are among the most complex and high-stakes transactions a business can undertake. Companies in our region frequently encounter complicated legal, financial, and regulatory challenges during mergers and acquisitions. This makes experienced legal guidance crucial for a smooth and successful transaction.

M&A transactions involve careful coordination of multiple aspects of law and business, including:

• Due diligence – Reviewing financial statements, contracts, intellectual property rights, and regulatory compliance to identify potential risks.
• Regulatory compliance – Adherence to Canadian corporate, securities, competition, and tax laws.
• Contract negotiation and drafting – Structuring agreements that protect your interests, allocate risk, and clarify obligations.
• Risk mitigation – Identifying potential liabilities or legal obstacles that could impact the success of the transaction.

Acquisition agreements are generally not standardized or “off-the-shelf” precedent documents. Each transaction requires careful customization to reflect the unique commercial, legal, and regulatory considerations of the parties involved. The negotiation and completion of such agreements typically demand significant time, diligence, and collaboration between the parties and their respective legal counsel to address complex transactional issues and to advocate for terms that adequately protect their respective interests.

It is imperative both parties to an acquisition transaction obtain competent and experienced legal representation. Without skilled legal representation, you risk unforeseen liabilities, regulatory violations, or poorly structured agreements that could lead to financial losses or disputes.

Book a free initial office or convenient virtual consultation with a North York mergers and acquisitions lawyer. Call us at (249) 501-6683 or reach us online to get started.