Buying and Selling a Business: Annotated Precedents - Print

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 15, 2022

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 this resource, you will be able to:

• 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

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

The 2022 update to Buying and Selling a Business: Annotated Precedents includes new and revised provisions, annotations, and precedents throughout the chapters. This update also includes updated versions of the checklists, case table, and statute table. Some highlights of the 2022 update are:

• in the purchase and sale agreements:
  • addition and revision of "exclusive remedy" terms, commentary on the term "fraud," and "reductions" clause regarding tax benefits and insurance proceeds in the context of recovery for indemnified losses
  • updated discussion of "material adverse effect" ("MAE") disputes in the context of COVID-19, including Cineplex v. Cineworld, and updated drafting of MAE clauses
  • inclusion of new representations on ESG policies, compliance with laws—including COVID-19 subsidy programs—and workplace harassment and discrimination
  • expanded discussion on the use of Representation and Warranty Insurance and disclosure schedules in transactions
• new commentary and case law on letters of intent, including discussion of Concord Pacific Acquisitions Inc. v. Oei
• revised drafting and annotations to the intellectual property terms in the precedent employment agreement
• new commentary on earn-outs in purchase and sale transactions, including discussion of share (and mixed cash and share) consideration for earn-outs, pre-payment and acceleration options, and the effects of Bhasin v. Hrynew
• revisions and new annotations to the precedents for escrow agreements, revisions and new annotation (as to Corner Brook (City) v. Bailey) to the sample release, and updates to sample post-closing transitional services agreement
• addition of new precedent: a form of request to third parties for consent to assignment

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

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