Selling a Business Is the Biggest Financial Transaction of Your Life.
Most People Only Get One Shot.
The buyers and investors on the other side of your deal have done this before. Their lawyers have too. Without experienced M&A counsel in your corner, the gap shows up in ways that are hard to see until it's too late:
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The deal is structured as an asset sale when a share purchase or hybrid would have saved you hundreds of thousands in tax.
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The Lifetime Capital Gains Exemption is lost because nobody flagged the two-year planning requirement before you signed the LOI or because the deal isn't structured properly.
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Closing adjustments and buyer-friendly incentives quietly erode what you actually get to take home from the deal.
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Representations and warranties leave you personally exposed to claims long after you've moved on.
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An M&A transaction consumes 3 to 12 months of your life (depending on the due diligence and clean-up processes). Without experienced counsel managing the process, it takes longer, costs more, and creates more stress than it should.
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It is difficult to find experienced M&A legal counsel outside of big-law. Big law is expensive.
The difference between bad outcomes and good ones is who you had in your corner. Outsiders Law does M&A transactions. And we do them a lot.
What Outsiders Does for Sellers
You need more than a lawyer who can draft a purchase agreement. You need a team that understands what your business is worth, how to structure the deal to maximize what you keep, and how to protect you from risks that only show up after closing.
Here is what we do for every seller we represent:
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Structure the deal for maximum after-tax proceeds. Share purchase, asset sale, or hybrid; we identify the structure that puts the most money in your pocket after tax, including LCGE planning.
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Negotiate from the LOI forward. The most important terms are set at the letter of intent stage. We are at the table from the beginning, not just at the end.
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Manage due diligence. We run the due diligence process efficiently, resolve issues before they become deal-killers, and make sure nothing surprises you at closing.
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Draft and negotiate the definitive agreement. We protect you on representations and warranties, indemnification, closing adjustments, and every other term that affects what you actually walk away with.
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Get you to closing. We coordinate every moving part, including lawyers, accountants, lenders, brokers, and work to ensure the deal closes on time (if possible) and on terms.
The M&A Process:
From Decision, to LOI, to Closing
1. Initial Consultation - We start by understanding your goals, your business, and your timeline. No obligation, clear explanations of what to expect; just a straight conversation about what you are trying to achieve.
2. Exit Planning & Tax - For sellers, early tax planning is critical. We identify opportunities to maximize your after-tax proceeds, including LCGE planning, before a deal is ever on the table.
3. Letter of Intent & Deal Structuring - We help negotiate and finalize the LOI, structure the transaction for maximum tax efficiency, and set the commercial terms that will govern the definitive agreement.
4. Due Diligence - We manage the due diligence process thoroughly and efficiently, identifying risks, resolving issues early, and making sure nothing surprises you at closing.
5. Definitive Agreement & Closing - We draft, negotiate, and finalize the definitive agreement and all closing documents, coordinating every moving part to get your deal across the finish line.
Why Sellers Choose Outsiders Law?
Big-Law Trained Counsel Without the Big Law Overhead
Many lawyers will tell you they can handle your deal. Most lack the experience to do it well. Few of them have sat on your side of the table.
Sebastian Elawny 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 founding partner of the Business Law group at a Big 4 accounting firm. As a business owner who has been through the M&A process personally, he knows what it feels like to be the person signing, not just the person drafting.
Chace Stokowski is a lawyer and a CPA who came to law from a career in finance and audit. That background means he analyses your deal from both a legal and financial perspective simultaneously; identifying issues and opportunities that most lawyers simply would not see.
Sam Khajeei brings over 15 years of corporate and M&A experience, having trained at a large multinational law firm and one of Calgary's most respected boutique firms. He is known for his ability to close difficult deals.
Together they bring legal, tax, financial, and business experience working in the same direction. For you. Your deal will not just be legally sound. It will be structured efficiently with your interests in mind, and protected from risks that only someone with that depth of experience would know to look for.
We are laser focused on one thing. The right outcome for you. Not just the legal outcome. The business outcome.
Only 1 in 20 Alberta business owners achieves a maximum value exit.
M&A Resources for Alberta Business Owners Looking to Sell
Understanding the business sale 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.
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FAQ
Calgary:
1900, 350-7th Ave SW
Phone: 587-333-3352
