M&A LAWYERS CALGARY Buying or Selling a Business in Alberta
Alberta M&A Lawyers for Buyers, Sellers, and Management Teams
Outsiders Law's M&A practice is built for Alberta's lower mid-market: private companies and owner-operated businesses with enterprise values between $2M and $100M.
If you are a business owner thinking about selling, an entrepreneur looking to acquire, or a company planning a strategic transaction, you are in the right place. We understand the complexity of deals at this level, the personal stakes involved, and what it takes to get from letter of intent to closing without surprises.
Buying or selling a private business is not simply a legal transaction. It involves tax planning, corporate finance, due diligence, regulatory compliance, negotiations and decisions that can affect the future of the company and its owners. Outsiders Law guides Alberta clients through the full merger and acquisition process, from early deal structuring to the purchase agreement, closing documents and post-closing obligations, whether the transaction involves a strategic buyer, management team or private equity purchaser.
Why Alberta Business Owners Need Experienced M&A Counsel
Most Alberta business owners will buy or sell a business once, maybe twice in their lifetime. The other side of your transaction has likely done this many times before.
Experienced M&A counsel does not just document the deal; we protect you from the risks you don't know to look for, structure the transaction to maximize your after-tax proceeds, and make sure nothing unravels at the closing table. Whether you are negotiating a share purchase agreement, an asset deal, or a management buyout in Calgary or anywhere in Alberta, experienced M&A counsel is the difference between a good outcome and the best possible outcome.
Mergers and acquisitions can involve overlapping corporate finance, tax, employment, intellectual property and regulatory compliance considerations. Experienced legal counsel keeps these issues coordinated and ensures the proposed transaction is accurately reflected in the purchase agreement, closing documents and post-closing obligations.
Business Exit Planning for Alberta Owners
Most business owners wait too long to start planning to sell their business. By the time they call a lawyer, the opportunity to maximize the value of their transaction has already been partially lost.
A well-planned exit takes three to five years. From a tax standpoint alone, you need a minimum of two years to take full advantage of the Lifetime Capital Gains Exemption (LCGE). Buyers also pay significantly better multiples for businesses that are turnkey, growing, and well-organized.
Outsiders Law works collaboratively with an exit planning group that walks Alberta business owners through the entire exit planning process, years before a deal happens.
If you are thinking about selling your business, you can learn more here: Selling Your Business in Alberta
Buying a Business in Alberta
Acquiring a business is one of the most significant financial decisions you will ever make. The due diligence process alone can uncover issues that change the value of a transaction entirely, and the structure of the deal determines how much of that value you actually keep. Whether you are pursuing a share purchase or an asset acquisition, buying a business in Calgary or anywhere in Alberta requires experienced M&A legal counsel from the first conversation.
Outsiders Law advises Alberta buyers through every stage of the acquisition process, from initial letter of intent through due diligence, deal structuring, financing arrangements, and closing.
We make sure you know what you are buying, what you are paying for it, and how to structure it in the most tax-efficient way possible.
If you are thinking about buying a business someday, the best time to call us is now.
Selling a Business in Alberta
Selling your business is likely the most significant financial event of your life. Getting it right means more than finding a buyer; it means understanding what your business is worth, structuring the deal to maximize your after-tax proceeds, and protecting yourself from liability long after closing.
Outsiders Law advises Alberta business owners selling a company through every stage of the business sale process, from initial valuation considerations and deal structuring, through negotiation, due diligence, and closing.
We make sure you get full value for what you have built, and that you are protected when the deal is done.
If you are thinking about selling your business, you can learn more here: Selling Your Business in Alberta
Why Outsiders Law for M&A?
Big-Law Trained Counsel Without the Big Law Overhead
Outsiders Law's Calgary M&A lawyers bring a rare combination of legal, tax, and business experience to every transaction. Sebastian brings big law-trained tax and transaction experience from over 14 years at a multinational law firm and a Big 4 accounting firm. Chace brings a perspective that few other M&A lawyers can offer; he is a lawyer and a CPA who came to law from a career in finance and audit.
Together they bring legal, tax, financial and business experience to every transaction. That combination means your deal is not just legally sound; it is structured efficiently, financially scrutinized, and protected from risks that only someone with that depth of experience would know to look for. Also, as a business owner that has been through the M&A transaction process personally, Sebastian has a unique understanding of what it feels like to be on your side of the fence.
We are laser focused on one thing; the right outcome for you. Not just the legal outcome, but the business outcome. That is what years of combined legal and business experience actually looks like in practice.
The team brings extensive experience to commercial transactions including share purchases, asset acquisitions, management buyouts and privately negotiated purchases. Their combined background in corporate law, corporate finance, tax and audit allows them to evaluate both the legal structure and the practical financial consequences of a transaction.
Built for the Deal. Not Just the Paperwork.
While most M&A lawyers hand you a retainer agreement, Outsiders helps you understand how your business will be valued and even gives you a head start on structuring your deal. The Outsiders Business Valuation Calculator tells you what your business is worth and the Outsiders LOI Builder helps structure your deal. Both built by experienced M&A lawyers. Both free.
M&A Services:
Share Purchases, Asset Deals, and Management Buyouts
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Buy-Side M&A Representation
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Sell-Side M&A Representation
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Deal Structure Advisory (Asset vs. Share Purchase)
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Letter of Intent (LOI) Drafting & Negotiation
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Tax-Efficient Transaction Structuring
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Business Valuation Support & Negotiation
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M&A Due Diligence (Legal)
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Earnout & Holdback Negotiation
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Indemnification & Liability Negotiation
Specialized M&A
Transaction Advisory
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Management Buyouts (MBO)
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Management Buy-Ins (MBI)
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Family Business Transfers & Succession
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Business Exit Planning & Strategy
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Sale to Private Equity or Strategic Acquirer
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Cross-Border M&A (Canada-US)
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Shareholder Disputes & Shotgun Buyouts
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Distressed Asset Acquisitions
Transaction Documentation
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Letters of Intent (LOI) (Free LOI Builder here)
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Share Purchase Agreements (SPA)
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Asset Purchase Agreements (APA)
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Amalgamation Agreements
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Business Transfer Agreements
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Disclosure Schedules Preparation
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Closing Checklists & Document Management
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Post-Closing Adjustment Documentation
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Representations & Warranties Review
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Working Capital Adjustment Negotiation
Post-Transaction
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Post-Closing Integration Legal Support
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Transition Services Agreement (TSA) Drafting
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Employment Transition Management
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Regulatory Filings & Notifications
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Post-Closing Dispute Resolution
Meet the Team
Outsiders Law's M&A practice is led by Sebastian Elawny and Chace Stokowski, two lawyers who between them bring a rare combination of legal, tax, financial, and business experience to every transaction.
Sebastian Elawny
Lawyerpreneur
Sebastian brings nearly two decades of big law-trained tax and transaction experience, including as head of the tax group at a large multinational law firm and as founding partner of the Business Law group at a Big 4 accounting firm.
He has led legal teams through an extensive range of M&A and commercial transactions, and as a business owner who has been through the process personally, he understands what is at stake on both sides of a deal.
E-mail: sebastian@outsiders.law
Chace Stokowski
Corporate & M&A Machine
Chace is a lawyer and CPA who came to law from a career in finance and audit. That background gives him a rare ability to analyze deals from both a legal and financial perspective simultaneously, identifying issues and opportunities that most lawyers simply would not see.
Clients value Chace for his practical, hands-on approach and his ability to align legal strategy with real world business goals. Chace works relentlessly to protect his clients' best interests.
E-mail: chace@outsiders.law
Sam Khajeei
M&A Deal Closer
Sam brings over 15 years of corporate, commercial, and M&A experience to Outsiders Law, having trained at a large multinational law firm and one of Calgary's most respected boutique firms. He has practiced internationally including in Dubai and the US.
Sam is known for his ability to close difficult deals. Clients value him for his directness, his commercial instincts, and his ability to cut through complexity without losing sight of what matters.
E-mail: sam@outsiders.law
Curran Dutta
Student-at-Everything
Curran supports Outsiders Law's M&A practice across every stage of a transaction. His work focuses on due diligence, disclosure schedules, and the drafting of closing documents, including resolutions, directions to pay, and receipts. Curran is the engine behind the closing process, ensuring that every document is accurate, complete, and ready when it needs to be.
E-mail: curran@outsiders.law
M&A Resources for
Alberta Business Owners
Understanding the M&A process is the first step toward a successful transaction. Outsiders Law regularly publishes practical guides and articles on buying and selling businesses in Alberta, exit planning, deal structuring, and tax efficiency.
NEW: Free Alberta Business Valuation Calculator
Wondering what your business is worth? Our free, confidential valuation tool gives you an indicative enterprise value range based on your industry, normalized EBITDA, and the key factors buyers actually use to price a business. Takes 5 minutes. Try it now.
NEW: Free Outsiders LOI Builder
Ready to structure your deal? Our free LOI Builder generates a professionally structured Letter of Intent for your Alberta business sale or acquisition in minutes. Covers deal structure, price mechanics, exclusivity, working capital, earnout, and more. Try it here.
Some helpful articles to get you started:
Visit our Knowledge Centre for the latest insights from our team.
Frequently Asked Questions
How long does an M&A transaction typically take?
Most lower mid-market transactions take between three and six months from signed letter of intent to closing. The timeline depends on the complexity of the deal, the responsiveness of both parties, and how prepared the business is going into the process. Businesses that have planned ahead consistently close faster and with fewer complications. The timeline may be longer when the merger and acquisition process involves complex financing, regulatory compliance requirements, numerous contracts or an asset purchase requiring multiple assets and liabilities to be transferred. To learn more, read this article: How Long Does an M&A Transaction Take?
What is the difference between a share purchase and an asset purchase?
In a share purchase, the buyer acquires the shares of the company and assumes everything that comes with it, including liabilities. In an asset purchase, the buyer selects specific assets and liabilities to acquire. In an asset purchase, the buyer acquires selected assets, which may include equipment, inventory, customer contracts and intellectual property, while leaving certain liabilities with the seller. Experienced acquisitions lawyers can help determine which structure best reflects the commercial, corporate law and tax priorities of the parties. Each structure has different tax implications for both the buyer and seller. Getting the structure right from the start is one of the most important decisions in any transaction. To learn more, read this article: What is the Difference Between a Share Purchase and an Asset Purchase?
What is due diligence and how long does it take?
Due diligence is the process by which a buyer investigates the business they are acquiring; reviewing financials, contracts, employee arrangements, litigation history, regulatory compliance, and more. In mergers and acquisitions, this review gives the buyer and its acquisitions lawyers a clearer picture of the legal, financial and operational risks attached to the business. The scope can vary across a broad range of transactions, including an asset purchase, a share acquisition, a business combination or the purchase of a majority interest in a company. Depending on the proposed transaction, the review may also cover intellectual property, corporate records, private debt, financing arrangements, regulatory compliance and other issues that could affect the value or structure of the acquisition. For transactions involving more complex financing, the buyer may also need to examine public and private debt, capital markets activity, private placements, equity financings and relationships with investment banks or other investment dealers. If the target is a portfolio company, the review may also consider obligations involving its capital partners, lenders or other investors. The nature of the business can also affect the due diligence process. For example, transactions involving energy services companies or companies operating in oil and gas may require a closer review of regulatory approvals, environmental obligations, licences, material contracts and industry-specific liabilities. Similarly, transactions involving international corporations can introduce additional jurisdictional and regulatory considerations. Due diligence is also an important part of corporate law because issues uncovered during the review can directly affect how the transaction is structured and negotiated. Where the buyer acquires specific assets rather than the entire company, the parties may need to determine which contracts, liabilities, employees and assets will transfer as part of the deal. It typically takes four to eight weeks depending on the size and complexity of the business. For small businesses, the process may be more straightforward, while larger or more complex transactions can require extensive review by legal, financial and tax advisors. The findings may lead to changes in the purchase price, additional representations or indemnities, changes to the transaction structure or, in some cases, a decision not to proceed with the acquisition. To learn more, read this article: What is Due Diligence and How Long Does it Take?
What is a letter of intent and is it binding?
A letter of intent (LOI) sets out the key commercial terms of a proposed transaction before the parties commit to drafting a full purchase agreement. A properly prepared LOI can establish the proposed structure, purchase price, financing conditions, due diligence period and other important terms before the parties begin negotiating the complete purchase agreement. Most LOIs are non-binding on the main deal terms but binding on specific provisions like exclusivity and confidentiality. Getting the LOI right matters more than most people realize. To learn more, read this article: What is a Letter of Intent and is it Binding?
When should I start planning to sell my business?
The honest answer is earlier than you think. Ideally three to five years before you want to close a deal. Early planning means better tax outcomes, a cleaner due diligence process, and ultimately a higher purchase price. Starting early also gives business owners time to clean up corporate records, protect intellectual property, address regulatory compliance concerns and prepare the company for a strategic purchaser or private equity buyer. To learn more, read this article: When Should I Start Planning to Sell My Business?
What is the Lifetime Capital Gains Exemption (LCGE)?
The LCGE allows eligible Canadian individuals to shelter a significant amount of capital gains from the sale of qualifying small business shares from tax. This can include gains tied to outstanding common shares that meet the applicable qualification requirements. This is not just for small businesses, it can be a major tax advantage for investment dealers, acquisition groups and part of the mergers and acquisitions law that Outsiders specializes in. The exemption can potentially be multiplied across family members with proper planning. You need to start planning at least two years in advance to take full advantage of it. This is why advance planning can be so important, particularly when a shareholder owns a majority interest in a business and is preparing for an eventual sale. To learn more, read this article: What is the Lifetime Capital Gains Exemption?
How do I maximize the value of my business before selling?
Buyers pay premium multiples for businesses that are profitable, growing, well-organized, and not dependent on the owner to operate. Buyers also look closely at reliable financial reporting, documented intellectual property, transferable contracts, regulatory compliance and whether the company can continue operating successfully after the owner leaves. Getting there takes time and planning. That is exactly why we work with business owners years before a transaction, not just at the closing table. To learn more, read this article: How Do I Maximize the Value of My Business Before Selling?
How much does it cost to buy or sell a business?
Legal fees for lower mid-market transactions vary depending on complexity, but clients should budget accordingly for proper representation. Fees may be affected by the transaction structure, the amount of due diligence required, financing arrangements, regulatory issues and whether the deal involves an asset purchase, share purchase or private equity transaction. What costs significantly more is a deal that goes sideways because of inadequate legal counsel. We are transparent about fees from the outset. To learn more, read this article: How Much Does it Cost to Buy or Sell a Business?
What size of transactions does Outsiders Law handle?
Our M&A practice is focused on Alberta's lower mid-market, typically transactions involving Alberta businesses with an enterprise value of $2M and above. We work with owner-operated businesses and family-owned Alberta companies across a broad range of transaction sizes. Our mergers and acquisitions law practice assists with a broad range of private-company transactions, including share purchases, asset acquisitions, management buyouts and sales to private equity or strategic purchasers. The decision to take on any mandate depends on the client, the business, and what the process realistically entails. We bring the same sophistication to every transaction that large firms reserve for much bigger deals. To learn more, read this article: What Size of Transactions Does Outsiders Law Handle?
How are legal fees structured for M&A transactions?
Most M&A is structured as hourly work due to the myriad of unknowns that can arise during the purchase and sale process. The amount of work required can change as due diligence progresses, purchase agreement negotiations develop and new corporate law, tax, financing or regulatory issues are identified. Depending on the complexity of the deal, we can provide a rough estimate as to where we expect the deal to end up from a cost perspective. Our fees will typically come in between half and two-thirds what it would cost to go to big law. To learn more, read this article: How Are Legal Fees Structured for M&A Transactions?
Do I need both a lawyer and an accountant for my transaction?
Yes, and ideally they should be working together from the start rather than in silos. The legal and tax dimensions of an M&A transactions and privately negotiated purchases are deeply interconnected. One of Outsiders Law's key advantages is that our team thinks like both lawyers and business people, which means fewer gaps between legal and financial advice. The accountant may focus on valuation, tax and corporate finance matters, while legal counsel addresses deal structure, due diligence, regulatory compliance, the purchase agreement and closing documents. Close coordination between both advisors can reduce gaps and keep the acquisition process moving efficiently. To learn more, read this article: Do I Need Both a Lawyer and an Accountant for My Transaction?