Mergers and Acquisitions

RBS has extensive experience in private and public company merger and acquisition transactions, and has acted for buyers and sellers. The firm has the experience and reputation to provide practical legal advice and solutions in a wide variety of industries, both locally and across borders.

The Mergers and Acquisitions team of lawyers are strategic advisors to buyers, sellers, and target companies in share and asset transactions, mergers, restructurings, amalgamations and plans of arrangement. They are experienced in all aspects of public and private company transactions, from conducting early stage, pre-sale legal audits and due diligence to negotiating and drafting the letter of intent and purchase agreements, and ultimately closing the deal and advising on post-closing matters.

The Mergers and Acquisitions team has acted as counsel on deals of all sizes, such as the sale of a startup company or a complex sale and restructuring of a group of companies valued in excess of $500 million. Clients come from a wide variety of industries, including real estate, construction, clean technology, information technology, fisheries and aquaculture, food and grocery, healthcare, private and public education, transportation and trucking, mining, heavy equipment, land clearing and road building, manufacturing, professional services (e.g., accounting, insurance, healthcare providers), and retail services. Our lawyers can assist with:

Preparing for sale or purchase

  • Conducting pre-sale legal audits for vendors and assisting them with enhancing the value of their business
  • Advising on the structure of the transaction, including share purchases, asset purchases, debt or equity financings, reverse takeovers, take-over bids, plans of arrangement, restructuring, mergers, and spin-out transactions
  • Carrying out pre-closing reorganizations and tax restructurings
  • Conducting due diligence reviews on target companies and preparing vendors for sale

Implementing a purchase and sale

  • Negotiating and drafting non-disclosure agreements, letters of intent, offers to purchase, share and asset purchase agreements, escrow agreements, non-competition and non-solicitation agreements, loan agreements, vendor take-back agreements, shareholders agreements, employment and consulting agreements, and other transaction documents
  • Advising employers on the transition of employees
  • Requesting consents and assignments from landlords, customers, and suppliers
  • Obtaining consents from lenders and making arrangements for the repayment and discharge of debts
  • Obtaining consents and licenses from regulatory and government agencies, including the Liquor Control and Licensing Branch, the Ministry of Transportation, and the Competition Bureau, as applicable
  • Organizing and preparing for any necessary director and shareholder meetings, and preparing all necessary disclosure materials
  • Representing clients in proxy fights and contested shareholder meetings
  • Attending to all court-related matters for plans of arrangements
  • Seeking approvals from provincial securities regulators and stock exchanges
  • Attending to post-closing matters, including updating corporate filings, amalgamations, and handling holdbacks and purchase price adjustments