How long does an M&A transaction typically take?

Most lower mid-market transactions take three to six months from signed LOI to closing. Deal complexity, party responsiveness, and business preparation all affect the timeline. Businesses that have planned ahead close faster and with fewer complications.

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: financials, contracts, employees, litigation history, and regulatory compliance. It typically takes four to eight weeks depending on the size and complexity of the business.

When should I start planning to sell my business?

Earlier than you think. Ideally three to five years before you want to close. Early planning means better tax outcomes, a cleaner due diligence process, and a higher purchase price.

What is the Lifetime Capital Gains Exemption (LCGE)?

The LCGE allows eligible Canadian individuals to shelter capital gains from the sale of qualifying small business shares from tax. In 2026, the exemption is approximately $1,275,000 per eligible taxpayer, indexed to inflation annually. You need to start planning at least two years in advance to qualify.

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. Getting there takes time and planning. We work with business owners years before a transaction, not just at the closing table.

How much does it cost to buy or sell a business?

Legal fees vary depending on complexity. What costs significantly more is a deal that goes sideways because of inadequate legal counsel. We are transparent about fees from the outset.

M&A LAWYERS CALGARY Buying or Selling a Business in Alberta

Q: What is the difference between a share purchase and an asset purchase?

In a share purchase, the buyer acquires the shares and assumes everything that comes with them, including liabilities. In an asset purchase, the buyer selects specific assets and liabilities. Each structure has different tax implications for both parties. Getting the structure right from the start is one of the most important decisions in any transaction.

Q: What is a letter of intent and is it binding?

A letter of intent sets out the key commercial terms before the parties commit to a full purchase agreement. Most LOIs are non-binding on the main deal terms but binding on exclusivity and confidentiality. Getting the LOI right matters more than most people realize.

Q: How are legal fees structured for M&A transactions?

Most M&A work is hourly due to the unknowns that arise during a transaction. We provide rough estimates based on deal complexity. Our fees typically come in between half and two-thirds of what big law would charge.

Q: What size of transactions does Outsiders Law handle?

Our M&A practice focuses on Alberta's lower mid-market, typically businesses with an enterprise value of $2M and above. We work with owner-operated and family-owned Alberta businesses across a broad range of transaction sizes, bringing the same sophistication that large firms reserve for much bigger deals.

M&A Counsel for Alberta's Lower Mid-Market
Serious deals. Experienced counsel.

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Pack of wolves led by Outsiders Blue Wolf

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.

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.

Outsiders Blue knight in front of white chess pieces

Thinking of Buying or Selling a Business?

Whether you are 5 months or 5 years out, the best time to talk to us is now. Early planning means better tax outcomes, better multiples, and fewer surprises at closing.

Try Our Free Valuation Tool

Talk to an M&A Lawyer

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

Ready to Structure Your Deal?

Whether you are negotiating terms or preparing to sign, the Outsiders LOI Builder generates a professionally structured Letter of Intent for your Alberta business sale or acquisition in minutes. Free and confidential.

Build Your Free LOI

Discuss Your Deal

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.

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.

Try Our Free Valuation Tool

Build Your Free LOI

M&A Services:
Share Purchases, Asset Deals, and Management Buyouts

Buy-Side M&A Representation
Sell-Side M&A Representation
Deal Structure Advisory (Asset vs. Share Purchase)
Letter of Intent (LOI) Drafting & Negotiation
Tax-Efficient Transaction Structuring
Business Valuation Support & Negotiation
M&A Due Diligence (Legal)
Earnout & Holdback Negotiation
Indemnification & Liability Negotiation

Specialized M&A

Transaction Advisory

Management Buyouts (MBO)
Management Buy-Ins (MBI)
Family Business Transfers & Succession
Business Exit Planning & Strategy
Sale to Private Equity or Strategic Acquirer
Cross-Border M&A (Canada-US)
Shareholder Disputes & Shotgun Buyouts
Distressed Asset Acquisitions

Transaction Documentation

Letters of Intent (LOI) (Free LOI Builder here)
Share Purchase Agreements (SPA)
Asset Purchase Agreements (APA)
Amalgamation Agreements
Business Transfer Agreements
Disclosure Schedules Preparation
Closing Checklists & Document Management
Post-Closing Adjustment Documentation
Representations & Warranties Review
Working Capital Adjustment Negotiation

Post-Transaction

Post-Closing Integration Legal Support
Transition Services Agreement (TSA) Drafting
Employment Transition Management
Regulatory Filings & Notifications
Post-Closing Dispute Resolution

Thinking of Buying or Selling a Business?

Whether you are 5 months or 5 years out, the best time to talk to us is now. Early planning means better tax outcomes, better multiples, and fewer surprises at closing.

Try Our Free Valuation Tool

Discuss Your Deal

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

Start Your M&A Conversation

2026 Deals

Alberta Headquartered National Tech Company
Hybrid Sale, $10M-$20M, Sell Side

Hybrid structure maintained seller's ability to utilize the LCGE.
Negotiated an additional $1M in guaranteed sale proceeds into the deal at the LOI negotiation stage.

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.

FAQ

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. To learn more, read this article: How Long Does an M&A Transaction Take?

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. 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?

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. 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?

The LCGE allows eligible Canadian individuals to shelter a significant amount of capital gains from the sale of qualifying small business shares from tax. 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.

To learn more, read this article: What is the Lifetime Capital Gains Exemption?

Most M&A is structured as hourly work due to the myriad of unknowns that can arise during the purchase and sale process. 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?

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. 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?

Yes, and ideally they should be working together from the start rather than in silos. The legal and tax dimensions of an M&A transaction 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.

To learn more, read this article: Do I Need Both a Lawyer and an Accountant for My Transaction?

M&A LAWYERS CALGARY Buying or Selling a Business in Alberta

M&A Counsel for Alberta's Lower Mid-Market Serious deals. Experienced counsel.

Alberta M&A Lawyers for Buyers, Sellers, and Management Teams

Why Alberta Business Owners Need Experienced M&A Counsel

Thinking of Buying or Selling a Business?

Business Exit Planning for Alberta Owners

Buying a Business in Alberta

Selling a Business in Alberta

Ready to Structure Your Deal?

Why Outsiders Law for M&A? Big-Law Trained Counsel Without the Big Law Overhead

Built for the Deal. Not Just the Paperwork.

M&A Services: Share Purchases, Asset Deals, and Management Buyouts

Specialized M&A

Transaction Advisory

Transaction Documentation

Post-Transaction

Thinking of Buying or Selling a Business?

Meet the Team

2026 Deals

M&A Resources for Alberta Business Owners

FAQ

How long does an M&A transaction typically take?

What is the difference between a share purchase and an asset purchase?

What is due diligence and how long does it take?

What is a letter of intent and is it binding?

When should I start planning to sell my business?

What is the Lifetime Capital Gains Exemption (LCGE)?

How do I maximize the value of my business before selling?

How much does it cost to buy or sell a business?

How are legal fees structured for M&A transactions?

What size of transactions does Outsiders Law handle?

Do I need both a lawyer and an accountant for my transaction?

M&A Counsel for Alberta's Lower Mid-Market
Serious deals. Experienced counsel.

Why Outsiders Law for M&A?
Big-Law Trained Counsel Without the Big Law Overhead

M&A Services:
Share Purchases, Asset Deals, and Management Buyouts

M&A Resources for
Alberta Business Owners