Buying and Selling a Business: Annotated Precedents--ONLINE

The acquisition precedents you need, from preliminary documentation to closing the deal

This publication is essential for: solicitors acting for purchasers, vendors, or lenders in business acquisitions

Current to: May 1, 2025

Whether your transaction is an asset or share purchase, a business acquisition requires immense amounts of drafting. Save yourself time with Buying and Selling a Business: Annotated Precedents. With hundreds of pages of templates, this resource is annotated with concise commentary and includes sample asset and share purchase agreements, along with precedents for employment, escrow, assignment, and intellectual property contracts. Sample closings agendas and checklists will help keep your deal organized and on track.

With an online subscription to Buying and Selling a Business: Annotated Precedents, your firm will be able to:

• conveniently access detailed guidance at any time and from any location, search for relevant information, link directly to significant legislation, case law, websites, and download precedents
• quickly draft acquisition documents that reflect current law and practice
  
• thoroughly understand the purpose of individual clauses and how to use them to serve your clients
  
• properly structure your client's deal and understand the most important negotiating points

Subscribe today and close your next deal more quickly! View a sample from this book!

The 2025 update to Buying and Selling a Business: Annotated Precedents includes new and revised provisions, annotations, and precedents throughout the chapters, with improved organization and cross-referencing. This update also includes updated versions of the checklists, case table, and statutes and related material table. Some highlights of the 2025 update are:

• in the purchase and sale agreements:

• • new commentary, clauses, or both, on gun-jumping, cybersecurity, and s. 56.4 elections and mandatory disclosure rules under the Income Tax Act
  • updated clauses, annotations, or both, on break fees, ESG considerations, and environmental and personal information representations
  • removal of opinion clauses, with updated commentary on this point

• revised jurisdiction clauses throughout the precedents, with commentary on Yegre EB Ltd. v. Seguin
• notice of recent amendments to the Competition Act, including restrictions on drip pricing, greenwashing, and mutual non-solicitation agreements
• new commentary and case law on letters of intent, including discussion of Angus v. CDRW Holdings Ltd. and employee ownership trusts
• substantial updates to the chapter on confidentiality and employment agreements, with additional guidance on employment law considerations and discussion of Diamond Delivery Inc. v. Calder and other case law
• revisions to the general conveyance precedent and its annotations to, among other things, clarify where clauses are optional rather than standard
• substantial updates to the chapter on escrow agreements, including guidance on lawyers acting as escrowholders
• addition of a form of residency certificate for a corporate vendor and a new annotated precedent: a form of share pledge agreement

Annual subscription rates are based on firm size. A monthly payment option is available.

Online subscribers can purchase a print copy of Buying and Selling a Business: Annotated Precedents for 15% off its regular price.

Discover all of our Business Law resources here

CLEBC Legal Editor
Edie Ryan
eryan@cle.bc.ca

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