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Academy/ Buying & Selling a Business/Articles

Articles for Private Equity.

Short, practical reads on one problem at a time.

№ 01 — Articles

220 articles in this hub

Accounting rules that govern the earn-out calculation

Accrued vacation, overtime and banked time

Acquiring assets through a court-supervised process

Acquiring Through a Newly Incorporated Company

Aged payables and stretched supplier terms

Aged receivables and what they say about collections

Alternative lenders and what they cost

Amalgamating the Buyer and Target After Closing

Amalgamation instead of buying shares: what section 87 actually does

Area development rights and their transferability

Who runs this business without the owner?

How do you inspect plant without a specialist?

Associated corporations: why buying a second company can cost you half the small business deduction

Assumed Liabilities in an Asset Transaction

Balancing vendor financing against bank debt

Bank accounts and signing authority at closing

Board composition after an investment

Borrowing from BDC for a business purchase

Brand strategy in a multi-site roll-up

Building a buyer list that includes strategic acquirers

Building a cash conversion picture of the business

How diligence findings turn into a forecast you believe

Buying a business before it becomes insolvent

Buying a Division Rather Than a Whole Company

Buying a professional practice: the share restriction that forces an asset deal

Buying Assets and Leaving the Corporation Behind

Buying from a receiver in Canada

Buying from a trustee in bankruptcy

Buying multiple units from one franchisee

Buying Real Estate Alongside the Operating Business

Buying the Shares of a Company With a Bad History

Buying with little cash and heavy vendor support

What stops this business from doing more?

Capital expenditure the business has been avoiding

Caps, floors and sliding scales in an earn-out

Case Files

Cash and debt sweeps at completion

Avoiding a cash squeeze in the first month

Chartered bank lending against cash flow

Checking whether the customer list is real

Choosing between a broad auction and a quiet approach

Completion accounts or a locked box: choosing

Choosing the metric an earn-out is measured on

Choosing the right platform to build from

What collateral can a seller register against a buyer?

Common law notice exposure in Ontario

Competing against another buyer for the same target

Conditions that must be true before funds move

Consolidating back office across acquired sites

Covenant packages on an acquisition loan

CSBFP eligibility for an acquisition

Customer data in a business sale: what section 7.2 actually lets you transfer

Cutting the turnaround time on quarterly LP reports

Deal-by-deal capital instead of a blind pool

Debt forgiveness: what section 80 does when a buyer cleans up the balance sheet

Detecting revenue pulled forward before a sale

Diligence findings that justify a price reduction

The personal liability a share buyer takes on the day they join the board

Disclosure obligations on a franchise resale

How is a contested earn-out payment resolved?

Dissent rights: the minority shareholder who will not sign

Doing a quality of earnings without a large firm

Earn-out periods, and why longer is riskier

Earn-out vs. holdback vs. vendor note

Employee ownership trusts and the Canadian rules

Employees in a distressed acquisition

Equity a first-time buyer needs to put in

Escrow agents and release conditions

Exit provisions written at the start

Exiting a roll-up to a larger acquirer

Faster Diligence: Where AI Actually Shortens the Timeline

Fee structures for a small Canadian manager

Fees charged by Canadian intermediaries

Financial projections lenders find credible

Financing a programme of successive purchases

Financing timelines and how they delay closings

Fixing a covenant breach after closing

Forecast testing against historical accuracy

Franchisor consent and how transfers are approved

Friends and family capital inside securities rules

Funding a buy-sell obligation with insurance

Funding a buyout the managers cannot finance alone

Gradual sale to a key employee over several years

GST/HST transferee liability: how section 325 differs from section 160

Handling a buyer who keeps asking for more time

How long the CRA can come back, and what that means for your tax indemnity

How much of a purchase price a bank will lend

How the purchase price gets allocated on an asset sale

Hybrid Structures That Split the Difference

Independent sponsor economics in practice

Information rights for a minority investor

Insurance transfer and gaps in coverage

Integrating an add-on without breaking the platform

Intercreditor arrangements between two lenders

Interest on money borrowed to buy a business: what paragraph 20(1)(c) requires

Inventory testing on a distribution business

Keeping the building: what a pre-closing carve-out actually costs

Will the premises still work in five years?

Limited partnership versus corporation for investors

Losing the losses: what subsection 111(5) does when control of a company changes

Making a non-binding offer that keeps you honest

Managing confidentiality during a live process

Managing multiple interested parties at once

How reliable is the pipeline a vendor shows you?

Measuring whether the business is on track

Mezzanine capital in a mid-market Canadian deal

Modelling a leveraged return before you commit

Monthly rather than annual analysis of results

Negotiating fund terms with early investors

Normal working capital and how it is measured

Notice to reader statements and what they prove

Notifying customers on completion day

Off-balance-sheet commitments a buyer inherits

Paying a dividend before you sell the shares: what subsection 55(2) can do to it

Why add-ons price lower than the platform

Personal guarantees and limiting your exposure

Personal net worth statements and lender expectations

Preparing a business plan the lender will read

Who prepares the completion accounts, and when?

Pricing a business that is losing money

When did this business last raise prices?

Pricing the Difference Between a Share and Asset Deal

How much of the operation lives in someone's head?

Protecting a vendor during the earn-out period

Proving revenue actually reached the bank account

The quick wins that fund the rest of the plan

Raising outside equity for a single acquisition

Ratios that tell you whether to keep going

Reading three years of statements in an hour

Why filed tax returns should match the vendor’s books

Refinancing the acquisition debt two years later

What corporate filings follow a share purchase?

Which related-party deals distort the numbers

Remaining term and renewal rights on a unit

Removing a shareholder who stops contributing

Renovation and upgrade obligations on transfer

Reserved matters and investor veto rights

How a true-up disagreement gets referred to an expert

What a full year of bank statements actually shows

Rollover Equity Terms the Vendor Should Negotiate

Search fund economics for the searcher

Section 160: how moving an asset can move the tax bill with it

Security a lender takes over the acquired business

Self-funded search versus backed search

Selling a business out of insolvency: the court, not the parties, decides

Selling without an intermediary

Selling your shares to a company you control: the rule that turns the proceeds into a dividend

Separating property into a distinct holding company

Sequencing add-ons over three years

Setting the interest rate and term on a seller note

How is a normal working-capital level agreed?

Setting up a Canadian acquisition vehicle

Shareholder benefits and the pre-sale cleanup

What can only be learned by walking the premises?

Speed and certainty in a distressed transaction

Spotting a business that is being sold too late

Standardising AI Across a Portfolio

Structuring a purchase by two unrelated investors

Structuring around a target with multiple owners

Structuring investor returns on a single deal

Structuring when the buyer is a non-resident

How exposed is the business to shipping and currency?

What technology am I inheriting and who supports it?

When and how can a buyer contact clients?

How earn-out proceeds are taxed in Canada

Testing gross margin by product or service line

How do you challenge a vendor's growth story?

The 100-Day AI Value Creation Plan for a New Platform Investment

The two-year lookback that decides whether your shares qualify for the exemption

The clearance certificate a non-resident seller needs

How long between agreement and completion?

Section 45: the criminal conspiracy provision that catches buyers and sellers

The deemed year end nobody budgets for: subsection 249(4) and the extra tax return

The earnout, and when tax is payable on money not yet received

The first ten questions to ask a vendor

The GST/HST election that stops an asset sale tying up your cash

The national security review that has no threshold

The One-Playbook Rule for Portfolio-Wide AI

The oppression remedy: what a minority holder can do about an unfair sale

The receivables election most asset sales forget

The section 85 rollover: how property moves into a corporation without triggering tax

Title and liens in an insolvency purchase

Transfer fees and training requirements

Triaging inbound deal flow without missing the good ones

Trusts in an acquisition structure

What is the real source of new revenue?

Using a holding company above the acquisition vehicle

Valuation formulas inside a buy-sell clause

Vendor financing in a management buyout

What a buyer should refuse to sign in an NDA

What a franchisee actually owns and can sell

What a letter of intent should and should not fix

What AI can safely touch in fund administration

What belongs in a shareholder agreement before you buy

What buyers ask for first and how to prepare it

Which last-minute failures actually happen at closing?

What financial diligence should cost on a small deal

What happens if a buyer defaults on a seller note

What happens when a shareholder becomes disabled

What information a vendor should release first

What lenders reject and why deals fail at credit

What the CSBFP will not finance

What to do when month two misses the forecast

When a business sale has to be reported to the Competition Bureau

When a foreign buyer needs government approval: Investment Canada Act section 14

When a review or audit engagement is worth requiring

When is an earn-out the right price-gap fix?

When to walk away before spending on advisers

Where AI Diligence Actually Saves Deal Teams a Week

Where returns actually come from in a small buyout

Where roll-ups most often go wrong

Whether your managers can afford to buy you out

Which assets to exclude from an asset purchase

Why putting part of the price on the non-compete can cost the seller dearly

Why the vendor is selling, and how to test it

Why vendors finance part of their own sale

Why vendors prefer shares and buyers prefer assets

Valuing work in progress on a contracting business

Working capital facilities alongside the term loan

Writing a plan you can actually execute

The Canadian benchmark

What do businesses like this one actually sell for?

Nobody publishes Canadian transaction data, so every valuation in this country quotes an American benchmark. We are building the Canadian one — multiples, asking-to-sale spreads and days on market, by sector and by city. Leave an email and you will see it first.

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