What Size of Transactions Does Outsiders Law Handle?

Outsiders Law's M&A practice is focused on Alberta's lower mid-market; transactions with an enterprise value of $10M and above. While all M&A transactions are complex and require a significant amount of work, this is the price point at which the legal issues can be properly handled without breaking the client's budget. While Outsiders Law will always be practical and client centric, we will not cut corners on a deal in order to get the work.

Why the Lower Mid-Market?

The lower mid-market is underserved in Alberta. Large firms focus their best resources on transactions above $100M. General practice firms lack the depth of M&A experience that transactions in the $10M to $50M range require. The business owners navigating these transactions are often doing it for the first time, with the highest financial stakes of their lives, against buyers who have done it many times before.

That gap is exactly where Outsiders Law was built to operate.

Do We Handle Transactions Below $10M?

Occasionally, and for the right client. A transaction below $10M is not necessarily easier than a higher priced transaction. In fact, many $5M deals are more complex because of the financial constraints faced by the buyer, resulting in a blend of vendor take-back mortgages (i.e. a loan from the seller to the buyer), earnout provisions (i.e. sellers participating in the future performance of the company), top-up targets, clawbacks, and more. A business owner selling a $5M business deserves the same quality of counsel as one selling a $50M business, but they aren't always willing to pay for the protection that experienced counsel provide. We evaluate these situations on a case by case basis.

While our junior associates have experience running sub $2M deals, the difference in experience will not be as noticeable for the client as compared to a general practice firm. We aim to be transparent on deals of this size, in both price and delivery methodology.

What Makes a Transaction Right for Outsiders Law?

The transactions we do best are the ones where: (1) the legal, payment mechanics, and tax dimensions are genuinely complex, (2) where the client values experience and senior lawyer involvement over the lowest possible hourly rate, and (3) where the stakes are high enough that getting it right matters more than getting it done cheaply.

That typically means private Alberta businesses with enterprise values between $5M and $100M, owner-operators who are selling or acquiring a business, and transactions where the payout or tax structure has a material impact on the after-tax outcome.

The Right Fit Matters

We are not the right firm for every transaction, and we will tell you that directly if we are not. What we will never do is take on a file we are not equipped to handle, or underservice a client because the transaction is not large enough to justify our full attention.

If you are thinking about a transaction and want to understand whether Outsiders Law is the right fit, the best way to find out is a conversation. That conversation is free, and it will give you a clear picture of what we can do for you and what it will cost.

The best time to have it is now.

For more on the M&A process, visit our Mergers & Acquisitions page or our Selling Your Business in Alberta page.

This article is for general informational purposes only and does not constitute legal advice. It does not create a solicitor-client relationship and should not be relied upon as a substitute for advice tailored to your specific transaction or circumstances. If you're navigating the complexities of M&A, remember that the details matter. For expert guidance, feel free to contact Outsiders Law.