This paper provides an overview of the primary pre-transaction considerations that lawyers should take into account when advising clients on the buying or selling of an Alberta-based privately-owned business. The paper discusses preliminary agreements, such as confidentiality/non-disclosure agreements, letters of intent, exclusivity agreements, and broker agreements. Regulatory considerations are also highlighted, with a particular focus on the Investment Canada Act, Competition Act, Foreign Ownership of Land Regulations, and privacy regulations. Additionally, commonly used transaction structures (i.e., asset sale or share sale) and mechanisms related to purchase price calculation and payment are considered. Finally, pre-transaction best practices and considerations in the due diligence context are discussed.

This paper is part of a collection presented at LESA’s Buying and Selling a Business seminar held in Edmonton on March 2, 2017 and in Calgary on March 9, 2017.