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Case Files

Longer, step-by-step walkthroughs you can work from.

A Bank Act security the PPSA search never held — Treadstone Academy

A bank share purchase that needed a minister’s signature — Treadstone Academy

A basket that swallowed every claim the buyer had — Treadstone Academy

A BC home charge, and no entry was ever filed — Treadstone Academy

A British Columbia creditor sued inside sixty days, and the preference attack needed no proof of intent at all — Treadstone Academy

A BC receivership with no statutory bridge at all — Treadstone Academy

A beer-and-wine licence that could not be sold alone — Treadstone Academy

A benefits migration frozen for twelve weeks in Quebec — Treadstone Academy

A blanket security agreement that had to be postponed — Treadstone Academy

A board that took the lower offer — Treadstone Academy

A board the foreign buyer could not legally fill — Treadstone Academy

A bolt-on that broke the platform's service model — Treadstone Academy

A breach in the data room that had to be reported — Treadstone Academy

A building that was sixty per cent tenanted — Treadstone Academy

A 2009 buy-sell formula fixed the death payout at book value, and the deemed disposition did not care — Treadstone Academy

A buyback right that cost the seller control — Treadstone Academy

A buyer's debt load that failed the licence test — Treadstone Academy

A cap table two points short of Canadian — Treadstone Academy

A capital gain triggered on purpose before the losses disappeared — Treadstone Academy

A capital gains exemption that still owed tax — Treadstone Academy

A care and maintenance fund the buyer could never spend down — Treadstone Academy

A Change-of-Control Clause the Share Deal Was Supposed to Avoid — Treadstone Academy

A cleaning contract won, and a severance bill inherited — Treadstone Academy

A closed gas station priced as housing land — Treadstone Academy

A closing statement that followed the wrong half of its own clause — Treadstone Academy

A collections model built on the wrong payment clock — Treadstone Academy

A conditional safety rating that came with the shares — Treadstone Academy

A consultancy that was really one person’s job — Treadstone Academy

A contingent fee that made an ordinary-looking reorganisation a reportable transaction — Treadstone Academy

A courier operation with owner-operator drivers — Treadstone Academy

A covenant silent on the type of employment — Treadstone Academy

A covenant that had to choose which contract it belonged to — Treadstone Academy

A CRA audit opened three weeks before closing — Treadstone Academy

A cross-border carrier and a certificate only a province can issue — Treadstone Academy

A crystallisation years earlier had already used up the cost base a later transfer relied on — Treadstone Academy

A CSBFP application that failed on eligibility — Treadstone Academy

A CSBFP appraisal the lender almost waived because the price already looked fair — Treadstone Academy

A CSBFP loan assigned between lenders, not borrowers — Treadstone Academy

A downstream customer got its own hearing at the Competition Tribunal, with no help from the Commissioner — Treadstone Academy

A data room leak that reached a competitor — Treadstone Academy

A deal nobody filed and a three-year tail — Treadstone Academy

A deemed earn-out payment attacked as a penalty — Treadstone Academy

A default rate that was void on the property loan — Treadstone Academy

A dental practice sold with the associate leaving — Treadstone Academy

A deposit the seller kept after financing failed — Treadstone Academy

A derivative action brought by the sibling outside the business — Treadstone Academy

A disclosure document with no financial statements — Treadstone Academy

A disclosure schedule filed the night before signing — Treadstone Academy

A dissent valued at the vote, not the day before — Treadstone Academy

A dissenter the company could not lawfully pay — Treadstone Academy

A dissolution clause that needed no conduct finding — Treadstone Academy

A distributed estate left the buyer chasing the beneficiaries instead — Treadstone Academy

The investment had been implemented for eight months when the Governor in Council ordered the buyer to divest — Treadstone Academy

A divisional carve-out and the data that could not follow it — Treadstone Academy

The Domain and Social Accounts Registered in a Departed Employee's Name — Treadstone Academy

A dormant subsidiary dissolved, and its assets vested in the Crown — Treadstone Academy

The $140,000 the seller owed back — after paying it out to its own shareholders — Treadstone Academy

The drag-along clause that pulled a founder into a deal he never voted on — Treadstone Academy

A family buyout caught by a non-resident's withholding — Treadstone Academy

The valuation the family used to move shares to the next generation was not the one the CRA used — Treadstone Academy

A farm operation with quota attached to it — Treadstone Academy

A farm rolled to a daughter and sold too soon — Treadstone Academy

A federal credit union merger the Minister certified — Treadstone Academy

A federal group termination that came with a joint planning committee — Treadstone Academy

A fifteen-year-old's freeze shares, and a doubled dividend — Treadstone Academy

A file the lender could not price for the risk — Treadstone Academy

A film distributor where a quarter of the board was not enough — Treadstone Academy

A fleet limitation that capped the buyer's growth plan — Treadstone Academy

A fleet sold to a company the vendor was affiliated with — Treadstone Academy

A food plant that could only ship within one province — Treadstone Academy

A foreign buyer facing a national security review — Treadstone Academy

A foreign parent's shareholder loan that failed thin cap — Treadstone Academy

A 40% partnership interest, tested on profits, not votes — Treadstone Academy

A franchise rescission clock that expired in Alberta — Treadstone Academy

A franchisor that did more than merely approve — Treadstone Academy

A franchisor who refused to approve the buyer — Treadstone Academy

A freeze done ten years too late — Treadstone Academy

A freeze priced low, and the benefit ran to the children — Treadstone Academy

A freeze that needed no election at all — Treadstone Academy

A gift card that was not allowed to expire — Treadstone Academy

A graduated rate estate that expired before the shares sold — Treadstone Academy

A grocery store with unrecorded cash sales — Treadstone Academy

A guarantee claim refused for a skipped credit check — Treadstone Academy

A guarantee secured against the buyer’s house — Treadstone Academy

A guarantee signed in Alberta without a lawyer — Treadstone Academy

A holdback the buyer never actually set aside — Treadstone Academy

A hostile bidder who started the target's filing clock — Treadstone Academy

A landlord who wanted a new personal covenant — Treadstone Academy

A late payment that revived a prescribed Quebec receivable — Treadstone Academy

A lease that pushed the deal past three million — Treadstone Academy

A lender took the business on default, and no one filed — Treadstone Academy

A licence held personally, not by the company — Treadstone Academy

A licence that died with the vendor corporation — Treadstone Academy

A lien search run against the wrong corporate name — Treadstone Academy

A liquor licence that arrived with the vendor's conditions — Treadstone Academy

A loss pool priced into an asset purchase — Treadstone Academy

A machine shop whose largest press was leased — Treadstone Academy

A management buyout the deeming rule turned non-arm's-length — Treadstone Academy

A material adverse change claim that failed — Treadstone Academy

The departing sister wanted a third of what the company was worth, and a third of the shares is not that — Treadstone Academy

A minority holder who blocked the sale — Treadstone Academy

A minute book that stopped in 2009 — Treadstone Academy

A money services business that was only a registration — Treadstone Academy

A mortgage the company could not prepay at five years — Treadstone Academy

A Most-Favoured-Nation Clause the Buyer's Own Price List Broke — Treadstone Academy

A new partner triggered a transfer; a retiring one did not — Treadstone Academy

A newco the Registrar treated as the old carrier — Treadstone Academy

A no-poach clause signed before the parties were affiliated — Treadstone Academy

A non-compete in the wrong document — Treadstone Academy

A non-compete the spouse signed but was never paid for — Treadstone Academy

A non-compete unenforceable across two provinces — Treadstone Academy

A non-resident vendor and a withholding tax nobody planned for — Treadstone Academy

A note from someone other than the subscriber — Treadstone Academy

A note priced at one and a half per cent a month — Treadstone Academy

A notice of claim that missed the reasonable-detail bar — Treadstone Academy

A filing nobody made, discovered four years after closing — Treadstone Academy

A Nova Scotia related-employer finding made without a Board application — Treadstone Academy

A partnership the buyer would only buy as shares — Treadstone Academy

A payroll gap that reset every service clock — Treadstone Academy

A pension plan governed by OSFI, not FSRA — Treadstone Academy

A pension transfer nobody had applied for — Treadstone Academy

A personal guarantee the buyer's spouse refused — Treadstone Academy

A Phase One report no qualified person could certify — Treadstone Academy

A pit licence transferred over the licensee's objection — Treadstone Academy

A plan of arrangement because nothing else fit — Treadstone Academy

A plant mothballed thirty-six weeks after closing — Treadstone Academy

A PPSA registration that was a sale, not a loan — Treadstone Academy

A practice buy-in agreement the statute made void — Treadstone Academy

A practice the founder’s daughter could not own — Treadstone Academy

A pre-closing filing that does not exist yet — Treadstone Academy

A pre-sale reorganisation where every step was valid, and the whole series was recharacterised anyway — Treadstone Academy

A pre-sale reorganization that moved the licence twice — Treadstone Academy

A price loaded onto the land under the building — Treadstone Academy

A process run to one buyer instead of eight — Treadstone Academy

A Quebec carve-out and a waiver the union signed — Treadstone Academy

A Quebec collective dismissal that brought a committee with it — Treadstone Academy

A Quebec redundancy that came back as reinstatement — Treadstone Academy

A Quebec transfer-duty exemption clawed back by a later sale — Treadstone Academy

A rebrand imposed on franchisees with no notice at all — Treadstone Academy

The platform put all three acquired businesses under one name and licensed the old marks back to the subsidiaries, with no control over how they were used. — Treadstone Academy

A receivable ledger propped up by one debtor — Treadstone Academy

A receivable owed by the Crown that would not move — Treadstone Academy

The $180,000 receivable that showed up in two claims — Treadstone Academy

A receiver with one year to sell a licensed restaurant — Treadstone Academy

A redemption the company had no room to pay for — Treadstone Academy

A redundancy that bought an unreduced pension — Treadstone Academy

A registration for a security interest that never existed — Treadstone Academy

A related-party exception that the sale itself cancelled — Treadstone Academy

A requirement to pay served on the target's customers — Treadstone Academy

A resale priced without the renovation obligation — Treadstone Academy

A capital gains reserve that capped the exemption the same rule was supposed to shelter — Treadstone Academy

A restaurant with a liquor licence in the vendor's name — Treadstone Academy

A retrade three days before the closing date — Treadstone Academy

A return of capital that cancelled a share-for-equipment exemption — Treadstone Academy

A reverse vesting order for a licence that would not move — Treadstone Academy

A right of first refusal the buyer would not wait out — Treadstone Academy

A rollover into a partnership, not a corporation — Treadstone Academy

A rollover that could not refresh the depreciation — Treadstone Academy

A sale to a son that was deemed not an acquisition of control — Treadstone Academy

A sale to the founder’s own holding company — Treadstone Academy

A Saskatchewan farmland cap a Board order could lift — Treadstone Academy

A Saskatchewan group termination notice that stacked instead of replaced — Treadstone Academy

A Saskatchewan payroll accrued at the Ontario rate — Treadstone Academy

A schedule update that cured more than the closing condition — Treadstone Academy

A security notice that stopped the net benefit clock — Treadstone Academy

A seller note the bank refused to postpone — Treadstone Academy

A severance reserve that double-counted pension service — Treadstone Academy

A share deal converted to an asset deal late — Treadstone Academy

A share-sale covenant needed the other 56.4 election — Treadstone Academy

A share subscription paid with the subscriber’s own note — Treadstone Academy

A shared purchasing programme across three sites — Treadstone Academy

A shareholders' agreement the buyer was never shown — Treadstone Academy

A shotgun clause triggered on a Friday afternoon — Treadstone Academy

A six-month clock a sale agreement never mentioned — Treadstone Academy

A software business with month-to-month subscribers — Treadstone Academy

A spouse's dividend the split-income rules could not reach — Treadstone Academy

A staffing firm whose margin sat in one contract — Treadstone Academy

A stalking horse bid that was topped at auction — Treadstone Academy

The fund had a sovereign wealth investor behind it, and the threshold switched from enterprise value to book asset value at a fraction of the number — Treadstone Academy

A stock dividend was sized to its paid-up capital to stay under safe income, and the fair market value of the shares issued decided the amount instead — Treadstone Academy

A store authorisation that became transferable in 2025 — Treadstone Academy

A subsidiary sale that triggered a Quebec buyout — Treadstone Academy

A successor’s separation that reached the gifted shares — Treadstone Academy

A supplier agreement with an exclusivity trap — Treadstone Academy

A synergy case built on a defence that no longer exists — Treadstone Academy

A take-or-pay commitment carried as if it were free — Treadstone Academy

A tax representation that expired before the CRA's window did — Treadstone Academy

A teaser that gave away the vendor’s identity — Treadstone Academy

A ten-year supervisor in Nova Scotia who could not be cut — Treadstone Academy

A tenant fit-out went unpaid, and the lien reached the landlord who never signed the construction contract — Treadstone Academy

A termination clause that did nothing in Quebec — Treadstone Academy

A third acquisition that flipped the burden of proof — Treadstone Academy

A third roll-up that put three companies on one tax limit — Treadstone Academy

A three-year retention bonus taxed in year one — Treadstone Academy

A title, a commute and a bonus plan all changed at once — Treadstone Academy

The same acquisition was reviewable for one bidder and not for the other, on the strength of which trade agreement its ultimate parent could claim — Treadstone Academy

A trade mark registered in classes never used — Treadstone Academy

A trade mark registered to the founder personally — Treadstone Academy

A transaction that crossed the notification threshold — Treadstone Academy

A transfer restriction never noted on the certificate — Treadstone Academy

A treaty exemption that let the buyer skip the clearance certificate — Treadstone Academy

A trucking fleet bought without the operating authority — Treadstone Academy

A trust clause that blocked its own rollout — Treadstone Academy

A trust structure for a thirty-employee company — Treadstone Academy

A trustee who could lawfully keep the dispensary open — Treadstone Academy

A turnaround that needed a new lender in month four — Treadstone Academy

A twelve-month survival clause in four provinces — Treadstone Academy

A two-tier holdco that needed two 90% tests, not one — Treadstone Academy

A union certification the vendor never mentioned — Treadstone Academy

A vendor note to a company the seller controlled — Treadstone Academy

A vendor take-back repaid early on a refinancing — Treadstone Academy

A vendor who kept giving instructions to staff — Treadstone Academy

A manufacturer and its distributor had never competed for anything, and the Tribunal could still act — Treadstone Academy

A vertical amalgamation that lost its short-form route — Treadstone Academy

A veto right that came with directors' liabilities — Treadstone Academy

A Volume Rebate the Buyer Could Not Continue to Earn — Treadstone Academy

A wage-benchmarking exchange between two bidders — Treadstone Academy

A week-three upload the seller called disclosure — Treadstone Academy

A will variation claim from a child who needed nothing — Treadstone Academy

A working capital peg set on the wrong month — Treadstone Academy

An absolute anti-assignment clause in a material contract — Treadstone Academy

Accounting records destroyed three years short — Treadstone Academy

Acquisition debt parked in a holdco with no income — Treadstone Academy

Ad spend on a border station that was never deductible — Treadstone Academy

The agreement was assigned to a newco, and the seller lost the covenantor — Treadstone Academy

The cap table was 60% Canadian and the licence still failed, because one American investor held 27%. — Treadstone Academy

An amalgamation needs two qualifying entities, not one — Treadstone Academy

An acquisition vehicle incorporated after the agreement was signed — Treadstone Academy

An adjusted EBITDA built on the buyer's own synergy — Treadstone Academy

An advance ruling certificate instead of a no-action letter — Treadstone Academy

An agri-food deal the programme could not touch — Treadstone Academy

An airline deal decided by the Transport Minister, not the Tribunal — Treadstone Academy

An Alberta arrangement with no solvency gate to clear — Treadstone Academy

The same exchange-listed buyer that Saskatchewan’s farmland cap caught was not foreign-owned at all under Alberta’s own test — Treadstone Academy

An allowance for doubtful accounts never claimed for tax — Treadstone Academy

An appraisal that came in under the agreed price — Treadstone Academy

An arbitrary assessment built from bank deposits — Treadstone Academy

An asset buyer who owed nothing on the three years that reopened — Treadstone Academy

An asset sale closed on a directors' resolution — Treadstone Academy

An assignment registered second, and lost — Treadstone Academy

The earn-out that missed target because of costs the business never used to carry — Treadstone Academy

An earn-out measured on a metric the buyer controlled — Treadstone Academy

An earn-out that arrived as income, not capital — Treadstone Academy

Month eight of a twenty-four-month earn-out, and the buyer had already sold the business — Treadstone Academy

The earn-out was earned. The buyer’s bank said no anyway. — Treadstone Academy

An Eighteen-Year Distributor Relationship With Nothing in Writing — Treadstone Academy

An emailed disclosure document with links in it — Treadstone Academy

A trust built to give four employees equity fell into the one ITA timing rule it was meant to avoid — Treadstone Academy

The management presentation the entire agreement clause could not erase — Treadstone Academy

The competitors' environmental pact the buyer almost priced as a liability — Treadstone Academy

An equipment fleet older than the depreciation showed — Treadstone Academy

An escrow neither side could agree to release — Treadstone Academy

An estate freeze that taxed the founder every year — Treadstone Academy

An estate with four years to sell a pharmacy — Treadstone Academy

An estate's transfer of a deceased owner's business assets, and the wrong election form — Treadstone Academy

An executor who ran the company for two years — Treadstone Academy

An HVAC business with unbilled service contracts — Treadstone Academy

Nobody in Canada was a party to the transaction, and the Canadian subsidiary was still the thing being acquired — Treadstone Academy

An insurance brokerage ownership rule that only applied to partnerships — Treadstone Academy

The corporation owned the life policy and redeemed the deceased partner's shares with it, so the survivor bought the company and got no cost base for it. — Treadstone Academy

An interest deduction the excessive interest rules capped — Treadstone Academy

An interim order that froze a closing before it was heard — Treadstone Academy

An interprovincial carrier and a dismissal that stayed open — Treadstone Academy

An inventory method changed in the diligence year — Treadstone Academy

An investment portfolio that quietly raised the buyer's own tax rate — Treadstone Academy

An NDA that protected the numbers, and not the people — Treadstone Academy

An oath under section 116, instead of four years of board minutes — Treadstone Academy

The target was Ontario-incorporated rather than federal, and the outgoing directors’ wage clock never stopped running — Treadstone Academy

An online retailer built on one advertising channel — Treadstone Academy

An Ontario Crown receivable that moved like any other debt — Treadstone Academy

An oppression claim during a sale process — Treadstone Academy

An oppression claim that did not fit the BC provision — Treadstone Academy

An optometry practice no investor could hold a share in — Treadstone Academy

An order power that reads owns or owned — Treadstone Academy

An ordinary-course fleet purchase that turned out to be an operating segment — Treadstone Academy

An owner salary set at nil for five years — Treadstone Academy

An owner salary so large the deduction was never safe — Treadstone Academy

An undischarged lien from a repaid equipment loan — Treadstone Academy

An unpaid penalty that was a discretion, not a bar, in BC — Treadstone Academy

An unpaid regulatory penalty that blocked the licence transfer — Treadstone Academy

An unreported gain from a crystallisation years earlier, found in diligence for a different sale — Treadstone Academy

An anti-embarrassment clause on a quick resale — Treadstone Academy

The buyer sued for fraud, the seller moved to stay the action, and the court had no discretion to refuse — Treadstone Academy

Assets dropped into the corporation below fair value to clear the active-asset test — Treadstone Academy

Assets moved at book value between related companies, and taxed twice — Treadstone Academy

The break fee and expense reimbursement in the LOI — Treadstone Academy

A bring-down certificate signed knowing a rep was untrue — Treadstone Academy

Buying assets from a receiver instead of a proposal trustee — Treadstone Academy

Buying the assets while the trustee held the keys — Treadstone Academy

Buying the business instead of buying from it — Treadstone Academy

Buying four cannabis stores pushed the buyer's affiliated group past the 150-store cap — Treadstone Academy

Carving out one division cleared a threshold a share deal would not — Treadstone Academy

Cash flow that turned negative in month two — Treadstone Academy

Cash swept out of the company the week before closing — Treadstone Academy

Channel Loading Into Distributors Before the Measurement Date — Treadstone Academy

Retendering created continuity with no sale at all — Treadstone Academy

The financing would have expired before the review finished, and the Act has a door for exactly that — Treadstone Academy

Closing eleven days into a thirty-day waiting period — Treadstone Academy

Closing on the outside date, before the waiting period expired — Treadstone Academy

Concentration in One Supplier Rather Than One Customer — Treadstone Academy

Consignment stock an Ontario PPSA search cannot see — Treadstone Academy

Employment Continuity That Attaches Without A Hiring Decision — Treadstone Academy

Contractors who were employees in all but name — Treadstone Academy

Forty percent was control in the corporation, and not in the partnership beside it — Treadstone Academy

The deal was far below every Investment Canada Act threshold, and it was ordered up for review anyway — Treadstone Academy

Customer contracts that all terminated on notice — Treadstone Academy

A cartel damages claim against the target, filed years after closing — Treadstone Academy

Deadlock between two equal owners — Treadstone Academy

The founder died holding every share, and the estate owed tax on a gain it had never turned into cash — Treadstone Academy

Debt forgiveness on a distressed acquisition — Treadstone Academy

Debt-like items that were also excluded from working capital — Treadstone Academy

Debt service that failed on a seasonal low month — Treadstone Academy

The deemed year-end nobody budgets for — Treadstone Academy

Deferred revenue assumed without the joint election — Treadstone Academy

Directors who could not take their seats until Ottawa cleared them — Treadstone Academy

Disclosure delivered late in an Ontario resale — Treadstone Academy

Effective control that reached past the directors — Treadstone Academy

The Master Electrician Who Gave Notice Two Weeks Before Closing — Treadstone Academy

Eleven thousand notices before the records could move — Treadstone Academy

Eleven weeks short of the officer exemption — Treadstone Academy

Employee files loaded into the data room first — Treadstone Academy

Eleven employees refused the buyer’s relocation offer, and the vendor owed them nothing — Treadstone Academy

Equipment bought from a related vendor that could only be half-depreciated — Treadstone Academy

The parental-leave employee the buyer had to reinstate into a job that no longer existed — Treadstone Academy

Four employees on leave were left off the offer list, and the notice bill did not shrink — it just changed debtors — Treadstone Academy

The buyer put the target into a group and the intercompany charges started attracting tax that nobody had budgeted for. — Treadstone Academy

An exclusive-remedy clause that closed off rescission — Treadstone Academy

Exclusivity granted for six months without milestones — Treadstone Academy

The accountant's working-capital number looked wrong, and the court would not review it the way an arbitration award gets reviewed — Treadstone Academy

Extra-Provincial Registration That Had Lapsed for a Decade — Treadstone Academy

Shares of a family farm corporation passed to the child at cost, and the second child's shares did not, because only one of them was an active participant. — Treadstone Academy

Farm equipment that rolled to a child at cost, and still carried its recapture history with it — Treadstone Academy

Federal severance with no payroll test and no ceiling — Treadstone Academy

Fees that pushed the bridge past thirty-five per cent — Treadstone Academy

Fifteen days to report a board nobody reported — Treadstone Academy

Fifty-one severed in six months at a small payroll — Treadstone Academy

A financial-statement representation the seller's accountant could not support — Treadstone Academy

Financial statements the directors never signed — Treadstone Academy

Financing conditional on a client contract renewal — Treadstone Academy

A reverse break fee that capped the seller's loss at less than half of it — Treadstone Academy

Every employment contract in the data room capped notice at the ESA minimum — and every one was void because of a sentence about cause — Treadstone Academy

Forty acres was all the listed buyer could hold — Treadstone Academy

Forty-nine per cent of every class, and not a share more — Treadstone Academy

Forty people on working notice and one pay grid — Treadstone Academy

Four million in prepaid funerals that were not revenue — Treadstone Academy

Four provinces, four different answers on notifying customers — Treadstone Academy

Four subcontractors and no clearance certificate — Treadstone Academy

Four years of input tax credits with no registration number — Treadstone Academy

Fundamental representations drafted to survive forever — Treadstone Academy

A litigation representation qualified by an item on a different schedule — Treadstone Academy

A founder who survived the earn-out and still lost the equity by leaving early — Treadstone Academy

Goodwill allocation the vendor could not accept — Treadstone Academy

A hybrid asset-and-share deal gets aggregated, not tested apart — Treadstone Academy

The buyer wanted assets and the vendor wanted shares, and the deal was built so that the corporation redeemed shares to produce a dividend the corporate vendor could deduct. — Treadstone Academy

In Manitoba, the buyer owed the PST on the bulk sale, not the seller — Treadstone Academy

A tax reassessment that blew through the cap because tax was never fundamental — Treadstone Academy

Eleven small breaches that cleared the basket and still recovered nothing — Treadstone Academy

An indemnity that had to wait on an insurance claim and a tax deduction not yet filed — Treadstone Academy

Six weeks into the security review the Minister ordered the business to change how it handled its data, and the order bound it before any decision on the deal — Treadstone Academy

Interim financing that outranked the existing lender — Treadstone Academy

The MAC claim failed, so the buyer tried the ordinary-course covenant instead — Treadstone Academy

Intermingled crews and a bargaining unit redrawn — Treadstone Academy

Inventory counted twice across two warehouses — Treadstone Academy

Inventory repossessed by the supplier who delivered it — Treadstone Academy

Inventory taxed as income on the way out the door — Treadstone Academy

Paying A Key Employee To Sign The Non-Compete — Treadstone Academy

Employee Options Cashed Out On A Change Of Control — Treadstone Academy

A knowledge qualifier that never named anyone — Treadstone Academy

Liens that attached sixty days after a certificate — Treadstone Academy

A liquor earn-out was itself a transfer trigger — Treadstone Academy

A new director triggered a transfer; a resignation did not — Treadstone Academy

A locked-box ticker written as a daily rate, not a yearly one — Treadstone Academy

Long-service staff with no written contracts — Treadstone Academy

An understated EBITDA line was worth seven times more than it recovered — Treadstone Academy

Managers with the skills but none of the capital — Treadstone Academy

The acquired distribution agreements confined each dealer to a territory, which is a separate reviewable practice from requirements exclusivity. — Treadstone Academy

The scrape removed materiality from damages, not from the breach test — Treadstone Academy

Misclassification as a contravention in itself — Treadstone Academy

Moving the assets into a new subsidiary before the sale needed no filing — Treadstone Academy

Moving the target out of the CBCA before the sale — Treadstone Academy

A fifteen per cent preferred round in a Canadian technology company sat entirely outside Parts II to IV and squarely inside Part IV.1 — Treadstone Academy

Above the threshold the buyer could not close at all until a Minister was satisfied, and satisfaction was purchased with binding commitments on head office, employment and capital spending — Treadstone Academy

Nine stores and nine separate accreditations — Treadstone Academy

Ninety per cent Canadian and deemed non-Canadian anyway — Treadstone Academy

Ninety-six non-competes sorted by signature date — Treadstone Academy

The Re-Granted Units That Were a Rescission Risk in Ontario and a Contract Risk in Quebec — Treadstone Academy

No out-of-court squeeze-out under the OBCA — Treadstone Academy

No price adjustment clause when CRA revalued the freeze — Treadstone Academy

A guarantee for an affiliate was never a liability the balance sheet had to show — Treadstone Academy

A letter of intent the seller thought was just a roadmap — Treadstone Academy

Non-capital losses after an acquisition of control — Treadstone Academy

A non-resident vendor's clearance certificate and the purchaser's withholding — Treadstone Academy

The buyer found the error on day forty-seven of a forty-five-day window — Treadstone Academy

Eleven Years Of Inventory Carried At Cost — Treadstone Academy

One accounting policy across four companies — Treadstone Academy

One creditor paid at closing, and a payment set aside — Treadstone Academy

One share short of the voting threshold, and a top-up that filed twice — Treadstone Academy

Outside date expiry and the efforts standard — Treadstone Academy

Passive investments that blocked the exemption — Treadstone Academy

The Share Purchase That Needed the Lieutenant Governor in Council’s Sign-Off — Treadstone Academy

Personal vehicles running through the company — Treadstone Academy

The estate held shares with a stepped-up cost base and a company full of cash, and a pipeline was the only way not to tax the same value twice — Treadstone Academy

Pre-1996 service the buyer was told did not count — Treadstone Academy

Preferred shares fixed below what the business was worth — Treadstone Academy

A price adjustment clause on a freeze valuation — Treadstone Academy

Pricing a rescission right as a put at cost — Treadstone Academy

Pricing that had not moved in seven years — Treadstone Academy

Prince Edward Island's five-acre cap on any corporation — Treadstone Academy

The Security Agency Licence That Would Not Move With the Assets — Treadstone Academy

Professional-Practice WIP After Billed-Basis Accounting Was Repealed — Treadstone Academy

The purification dividend that moved the investment portfolio out was larger than the corporation's safe income, and the excess came back as a capital gain. — Treadstone Academy

The Purchase Agreement Sold the Quota; the Marketing Board Decided Whether It Moved — Treadstone Academy

Receivables that could no longer be sued on — Treadstone Academy

Receivership Does Not Reset The Service Clock In BC And Alberta — Treadstone Academy

Records the vendor was required to keep, and did not — Treadstone Academy

A recruiter licence is a second, separate licence — Treadstone Academy

The Thirty Days the Securities Regulator Kept After the Share Purchase Was Signed — Treadstone Academy

Registering for GST the week before closing, and what that unlocked — Treadstone Academy

A related-employer declaration pulls the buyer’s other entities in — Treadstone Academy

The rent the operating company paid its owner's holdco was a third of market, and the buyer was paying a multiple on the gap — Treadstone Academy

A Vendor's Restrictive Covenant Payment Taxed As Income, Not Proceeds — Treadstone Academy

The Licence That Terminated the Moment the Shares Changed Hands — Treadstone Academy

Revenue booked before the work was done — Treadstone Academy

Rolled equity behind a preferred strip — Treadstone Academy

Rollover equity that changed the seller's answer — Treadstone Academy

Rollover equity was a securities distribution — Treadstone Academy

The sponsor put the rollover shares in a Delaware holding company, and the deferral the seller was promised did not exist — Treadstone Academy

Rollover shares issued without confirming a prospectus exemption — Treadstone Academy

RWI exclusions that replaced the seller indemnity — Treadstone Academy

The receivables went across with the business, and nobody filed the one election that mattered — Treadstone Academy

Two unrelated shareholders split one corporation into two before selling separately, and the pro-rata split of each type of property is what the reorganisation had to satisfy. — Treadstone Academy

Nobody thought winding up the empty shell was a share transaction, and the CRA disagreed — Treadstone Academy

The parties elected at cost on a transfer into the family holding company; the election was overridden anyway — Treadstone Academy

She rolled shares into the buyer’s acquisition company and took most of the price in cash; the cash alone crystallised the gain — Treadstone Academy

Salaried supervisors who were on the floor all week — Treadstone Academy

Sale proceeds that became trust money on closing — Treadstone Academy

Saskatchewan's related-business power does not reach unpaid wages — Treadstone Academy

The seller covenantor dissolved eight months into an eighteen-month survival period — Treadstone Academy

Seller security that was never registered — Treadstone Academy

One sibling settled the indemnity claim; the other three never agreed to it — Treadstone Academy

The buyer stopped paying the vendor take-back note to fund a disputed claim — Treadstone Academy

Seven years of non-recurring that was recurring — Treadstone Academy

Four sellers, several liability, and a valid claim the buyer only partly collected — Treadstone Academy

Shareholder Benefits And Loans Found In Diligence — Treadstone Academy

Shares held since before 1972, and the valuation-day rule — Treadstone Academy

Shares issued but never actually paid for — Treadstone Academy

Shares that failed the holding period test — Treadstone Academy

Six months from a revocation nobody had dated — Treadstone Academy

Sixty days to say the business had changed character — Treadstone Academy

Sixty per cent of revenue from one customer — Treadstone Academy

A small carrier under 10% of revenue escapes the ownership rule — Treadstone Academy

Software licensed to a person, not the business — Treadstone Academy

Source deductions two quarters in arrears — Treadstone Academy

A special indemnity named the wrong years, and the general indemnity had to catch it — Treadstone Academy

The buyer refused to close, and the seller wanted the deal, not the fee — Treadstone Academy

Splitting proceeds across a spouse and a trust — Treadstone Academy

Splitting the operating company from the property — Treadstone Academy

The working capital peg counted the holdback as a receivable, and ten per cent of every contract was money the target could not collect — Treadstone Academy

Suppliers who could not terminate on the filing — Treadstone Academy

A Telecom Carrier Must Stay 80% Canadian-Owned — Treadstone Academy

Temp agency and recruiter licensing, and the client’s own liability — Treadstone Academy

A lapsed temp-agency licence, and the clients’ own offence — Treadstone Academy

Ten terminations in Nova Scotia crossed a threshold the Ontario playbook missed — Treadstone Academy

A ten-year reserve on a sale to an employee ownership trust — Treadstone Academy

A ten-year reserve on a direct transfer of shares to a child — Treadstone Academy

The $150,000 deposit the buyer could not get back — Treadstone Academy

The 21-year clock, and a beneficiary who had moved away — Treadstone Academy

The acquisition the privacy exemption was built to exclude — Treadstone Academy

The advisor's tail period outlived the engagement — Treadstone Academy

The agency licence that does not transfer with the assets — Treadstone Academy

The agreement the seller disclaimed before closing — Treadstone Academy

The Alberta dental corporation that could finally give its daughter shares — Treadstone Academy

The appraiser had to be independent of the lender too, not just the borrower — Treadstone Academy

The assessment Quebec law required before the data room went live — Treadstone Academy

The bank branch that was federal without crossing a single border — Treadstone Academy

The bank that is not allowed to replace your bank — Treadstone Academy

The bargain price that became a transfer at undervalue — Treadstone Academy

A British Columbia contractor’s holdback was priced from an Ontario playbook, and the playbook counted a second pool British Columbia’s own Act does not create — Treadstone Academy

The board seat problem that does not exist once the target continues into Ontario — Treadstone Academy

The building in the asset deal the buyer had to self-assess — Treadstone Academy

The buyer ran the target between signing and closing — Treadstone Academy

The buyer who said the deal was on track while working another target — Treadstone Academy

The buyer who sat on the seller’s own board — Treadstone Academy

The clawback the trustees were liable for too — Treadstone Academy

The clearance certificate nobody asked for in a full-price sale — Treadstone Academy

The third acquisition that turned ordinary conduct into a reviewable practice — Treadstone Academy

The commission rewrite that constructively dismissed four salespeople — Treadstone Academy

The Company Lent The Successor The Purchase Price — Treadstone Academy

Twenty years of use by the company enured to nobody, because the owner had never licensed the mark and exercised no control over the character or quality of the goods. — Treadstone Academy

The contaminated parcel the receiver would not carry — Treadstone Academy

The contract the court assigned without consent — Treadstone Academy

The cost base the buyer could only reach after closing — Treadstone Academy

The credit agreement had no equity cure right — Treadstone Academy

The Crown trust that sat ahead of the bank — Treadstone Academy

The CSBFP loan that followed a change of partners — Treadstone Academy

A small publishing imprint inside the target dragged the whole $340 million deal back to the five-million-dollar threshold — Treadstone Academy

The customer list that did not survive the handover — Treadstone Academy

The data room that opened before the agreement was signed — Treadstone Academy

The deemed trust that fell away in bankruptcy — Treadstone Academy

The diligence list two competitors could not exchange — Treadstone Academy

The earn-out good-faith claim, pleaded under the Civil Code — Treadstone Academy

The earn-out year the buyer changed the sales team — Treadstone Academy

The email list that did transfer with the business — Treadstone Academy

The estate too small for a CCAA sale process — Treadstone Academy

The exclusive supply agreement was priced as an EBITDA drag and never tested as conduct the Tribunal could order stopped. — Treadstone Academy

The executor who paid out before the clearance certificate arrived — Treadstone Academy

The transaction was an exempt corporate reorganisation under Part II and it was still reviewable on national security grounds — Treadstone Academy

The family home pledged without the other spouse — Treadstone Academy

The family trust that hit its twenty-first birthday — Treadstone Academy

The farm exemption that turns on two years of gross revenue — Treadstone Academy

A family farm partnership interest that rolled over for one heir and not the other, because only one of them became a partner — Treadstone Academy

The farm share purchase a different Act financed — Treadstone Academy

The fifteen-day clock after the collateral moved — Treadstone Academy

The buyer’s ultimate owner was not from a WTO member state, and the review threshold was five million dollars rather than a billion — Treadstone Academy

The founder who owed departure tax before the family sale closed — Treadstone Academy

The founder who was also the only estimator — Treadstone Academy

The freeze that never triggered the benefit-conferral rule — Treadstone Academy

The fund that managed its way out of limited liability — Treadstone Academy

The going-concern election that did nothing for provincial sales tax — Treadstone Academy

The holdout cousin the majority could not simply vote out — Treadstone Academy

The HR folder no federal privacy statute covered — Treadstone Academy

The land transfer tax on a deal nobody registered — Treadstone Academy

The lease with eleven months left on it — Treadstone Academy

The lender varied the facility and lost the vendor's guarantee — Treadstone Academy

The lender who required a bigger equity cheque — Treadstone Academy

The letter of credit the buyer had to post at closing — Treadstone Academy

The lien payoff at closing a trustee later called a preference — Treadstone Academy

The loan that travelled with the business — Treadstone Academy

The loss that a capital dividend ground away — Treadstone Academy

The loyalty points that could not expire in Quebec either — Treadstone Academy

The management fee payable that was already taxable income — Treadstone Academy

The manager who wanted to leave in week three — Treadstone Academy

The margin data a vendor would not put in a filing — Treadstone Academy

The mezzanine lender TICO treated as an applicant — Treadstone Academy

The newspaper that stopped being Canadian on closing — Treadstone Academy

The non-compete a vendor could sign for free — Treadstone Academy

The notice to customers that never made the closing checklist — Treadstone Academy

The only two employers of one trade within an hour — Treadstone Academy

The optometry corporation a BC trust could hold shares in — Treadstone Academy

The owner who could not take a two-week holiday — Treadstone Academy

The patient list that could not go in the data room — Treadstone Academy

The payroll gap that does not reset anything outside Ontario — Treadstone Academy

The payroll restart nobody priced into closing — Treadstone Academy

The pension deficit the asset purchase agreement could not exclude — Treadstone Academy

The platform the contractor still owned — Treadstone Academy

The postponement that blocked VTB payments on an unrelated default — Treadstone Academy

The pre-closing dividend that failed the solvency test — Treadstone Academy

The principal broker who left with the vendor — Treadstone Academy

The QSBC test that had to look through the holding company to the operating company — Treadstone Academy

The rebate cheque that inflated gross margin — Treadstone Academy

The relief window that closed when the Crown sold the lease, six years before anyone applied — Treadstone Academy

The routes were bought but none of the drivers — Treadstone Academy

A sale non-compete that was reasonable at common law and criminal without a statutory defence — Treadstone Academy

The same business, two frameworks, two EBITDAs — Treadstone Academy

The same cash boot triggered recapture instead of a capital gain — Treadstone Academy

The sandbagging question the agreement never answered — Treadstone Academy

The Saskatchewan drop-down that broke its PST exemption two months early — Treadstone Academy

The second-in-command who resigned at signing — Treadstone Academy

The second newco that shared the first one’s ceiling — Treadstone Academy

The secured lender who credit-bid its own collateral — Treadstone Academy

The seller kept a division, and the parties agreed to split the customers — Treadstone Academy

The separation agreement that was not a separation — Treadstone Academy

The shared-service fee that hid the standalone cost — Treadstone Academy

The shield that stayed with the receiver — Treadstone Academy

The significant-control register that was never prepared — Treadstone Academy

The small carrier that could operate, but could not acquire — Treadstone Academy

The spousal guarantee and independent legal advice — Treadstone Academy

The spousal trust that let the children in, too — Treadstone Academy

The staff who wanted a cooperative, not a trust — Treadstone Academy

A Successor Given Options Instead Of Shares — Treadstone Academy

The successor who was not ready to run it — Treadstone Academy

The supplier stopped shipping the week the buyer's name became public — Treadstone Academy

The target changed employment jurisdiction on closing — Treadstone Academy

The unregistered mark that had no registration to assign, and no single owner to sign for it — Treadstone Academy

The vendor's assurance that was never written down — Treadstone Academy

The warehouse the seller still had to collect tax on — Treadstone Academy

Three add-ons in eighteen months, one brand — Treadstone Academy

Three closing deliverables marked to follow — Treadstone Academy

Three customers served with a production order — Treadstone Academy

Three layers of partnerships and a look-through disclosure — Treadstone Academy

Three more units and an exemption that was never available — Treadstone Academy

Three of five board seats in a pharmacy corporation — Treadstone Academy

Three years of statements, two sets of books — Treadstone Academy

Three years that were never actually closed — Treadstone Academy

The building moved to the founder’s holdco for $1, and it did not make the operating company’s tax debt any safer to buy — Treadstone Academy

“Reasonable transitional assistance” had no hours, no term and no fee — Treadstone Academy

Twelve months of preparation, thirty per cent more — Treadstone Academy

Two bidders agreed one would stand down, and never told the seller — Treadstone Academy

Two boards in one day and a split wage bill — Treadstone Academy

Two bolt-ons merged and the wrong entity survived — Treadstone Academy

Two branches divested to a buyer the Commissioner approved — Treadstone Academy

Two buyers who could not hold the licence as partners — Treadstone Academy

Two children in the business and one outside it — Treadstone Academy

Two non-competes six weeks apart, and only one held — Treadstone Academy

Two operating companies, one shared workforce — Treadstone Academy

Two payroll systems and one pay run — Treadstone Academy

Two registration fees and a third on renewal — Treadstone Academy

Two sites, one municipality, and a group termination — Treadstone Academy

Two staff duplexes the buyco could not legally buy — Treadstone Academy

Two valuations four hundred thousand apart — Treadstone Academy

Two wills and the shares that never reached probate — Treadstone Academy

Two years of payroll capitalised as software — Treadstone Academy

Underground tanks that passed code until the code changed — Treadstone Academy

Unfiled GST returns found in the data room — Treadstone Academy

Unpaid Quebec wages the buyer owed by operation of law — Treadstone Academy

Vacation accrued and never paid out — Treadstone Academy

A VTB written off by the seller, and forgiven in the buyer’s hands — Treadstone Academy

Wage arrears the new directors did not inherit — Treadstone Academy

Walking away in week two on a single number — Treadstone Academy

Warranties that expired before the problem appeared — Treadstone Academy

Whether the business broker could lawfully sell the shares — Treadstone Academy

Who granted the franchise out of the receivership — Treadstone Academy

Why a share deal has no section 22 election to file — Treadstone Academy

WSIB arrears that followed the assets — Treadstone Academy

The Canadian benchmark

What do businesses like this one actually sell for?

Canadian small-business transaction data is not published anywhere, so most valuations in this country quote an American benchmark. The Deavo–Treadstone Acquisition Index is a daily record of Canadian listings built to replace that: asking-price distributions by province and city are published now, and days on market, departure rates and asking-to-sale spreads follow as the series lengthens. Leave an email and we will tell you as each measure lands.

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