When entering into a business transaction in Ontario, one of the first decisions to make is whether the deal should involve the sale of shares or the sale of assets. Vendors often prefer to sell shares because doing so transfers not only the assets but also the liabilities and corporate history, effectively passing along the entire business. Buyers, however, tend to favour asset purchases to avoid inheriting obligations they may not want to assume.

While asset sales are typically more appealing to purchasers, certain circumstances may lead them to consider a share purchase. For example, when the existing corporation has valuable contracts, licences, or goodwill tied to its structure, retaining the corporate entity may offer strategic advantages.

Each transaction carries its own risks and benefits, and the right approach depends on the specific goals and priorities of the parties involved. Legal advice is critical to determining the most suitable structure and to protecting your interests throughout the process.

Jake Vogl joined Devry Smith Frank LLP (‘DSF’) in 2021 as an associate lawyer in our corporate law department. As a Toronto corporate lawyer, Jake Vogl advises start-ups, growth-stage, and mature privately held companies. He is experienced with a wide range of business law matters, including incorporations, amalgamations, rollovers, joint venture agreements, partnership agreements, and shareholder agreements. He regularly drafts and reviews asset and share purchase agreements and advises vendors and purchasers through sophisticated transactions. Jake advises on debt and private equity financing (including convertible debt and S.A.F.E. rounds), and is experienced at drafting and negotiating commercial agreements (including licensing agreements, software-as-a-service agreements, and non-disclosure agreements). With a client-centred approach and the ability to anticipate issues before they arise, clients rely on him for timely, efficient, and effective legal advice.