Buying or selling: the essentials.

I am preparing for M&A due diligence on a Canadian corporation. I have uploaded its governance documents: articles, by-laws, shareholders' agreement(s), cap table, entity chart, registers, resolutions and annual filings.

Produce a structured report with these sections:
1. Ownership summary: every share class and holder, percentage ownership, and outstanding options, warrants or convertibles. Flag any mismatch between the cap table and the articles.
2. Change-of-control restrictions: consent thresholds, ROFR, ROFO, drag-along, tag-along and shotgun clauses.
3. Governance red flags: unusual limits on directors, missing annual filings, conflicts between by-laws and the shareholders' agreement.
4. Entity structure: map parent, subsidiaries and holdcos. Flag inactive or redundant entities.
5. Valuation mechanisms that could conflict with a negotiated price.
6. Related-party transactions not on arm's-length terms.

For each finding, cite the document and clause, describe the issue, and rate it blocker, flag or clean. Blockers first.

I am preparing for M&A due diligence on a Canadian business. I have uploaded its key commercial contracts: client, loan, vendor and SaaS, licensing, leases, partner and agency agreements.

Build a master tracker with one row per contract covering:
1. Change of control: restrictions, notice or termination rights, and whether a share sale, asset sale or amalgamation triggers it.
2. Assignment: can it be assigned, is consent required, and is consent "not to be unreasonably withheld"?
3. Termination triggers, including convenience, corporate events, insolvency and material adverse change.
4. Renewal dates and notice periods.
5. Exclusivity or non-compete restrictions.
6. Data ownership and portability.

Rate each contract clean, flag or blocker, sort blockers first, and highlight any contract needing consent before closing.

I am preparing for M&A due diligence on a Canadian business operating mainly in Ontario. I have uploaded employment agreements, offer letters, contractor agreements, a compensation schedule, benefits summary, org chart, handbook and any collective agreements.

Produce a report covering:
Employees
1. Termination exposure: compare each contractual clause to ESA minimums and an estimate of common law notice. Flag clauses that may be unenforceable.
2. Change-of-control provisions: enhanced severance, accelerated vesting, retention bonuses or constructive dismissal rights.
3. IP assignment and moral rights waivers.
4. Restrictive covenants: flag non-competes for non-executives and assess non-solicits.
5. Confidentiality gaps.
6. Handbook policies that conflict with the ESA or create implied obligations.
Contractors
7. Classification risk under the CRA four-point test.
8. Assignment on a share vs. asset purchase.
9. Legacy agreement variations and the share of contractors who would need to re-sign.

Organize by severity: blockers, then flags, then clean.

I am preparing for M&A due diligence on a Canadian business. I have uploaded 3 years of financial statements, T2 returns and Notices of Assessment, monthly revenue, YTD P&L and balance sheet, debt schedule, AR and AP aging, HST/GST returns and bank statements.

Produce a report covering:
1. EBITDA normalization: every potential adjustment, categorized as non-recurring, owner-specific or synergy. Flag any without clear support.
2. Revenue quality: top 5, 10 and 20 client concentration, channel concentration, recurring vs. one-time. Flag any client above 15% or channel above 40%.
3. Working capital: average monthly working capital for 3 years, seasonality, and items a buyer would adjust in a peg.
4. Reconciliation: compare revenue across statements, tax returns and HST filings, and bank deposits for the last 12 months.
5. Debt: every instrument with balance, rate, maturity and change-of-control terms.
6. Unit economics if data allows.

Order findings by impact on valuation, with data source and likely effect on a buyer's model.

I am preparing for M&A due diligence on a Canadian corporation. I have uploaded T2 returns and Notices of Assessment, CRA correspondence, HST/GST returns, payroll remittances, SR&ED claims, loss carryforwards, deferred tax schedules and details of any holdco, trust or estate freeze.

Produce a report covering:
1. Deal structure: share sale vs. asset sale consequences, including LCGE eligibility, prior claims and disqualifying factors, recapture and goodwill allocation.
2. CRA exposure: open assessments, audits or aggressive positions.
3. Contractor withholding and reclassification exposure.
4. HST consistency against reported revenue.
5. Tax attributes: loss carryforwards, expiry dates and change-of-control limits.
6. Structural review: does the current structure support a tax-efficient sale?
7. Deferred tax assets and liabilities at risk.

For each finding, cite the source, the issue and the estimated dollar impact. Organize by severity.

I am preparing for M&A due diligence on a Canadian business. I have uploaded IP assignments, trademark and domain records, a technology and SaaS inventory, open-source inventory, data architecture documents, continuity plans, security reports and penetration tests.

Produce a report covering:
1. IP ownership gaps for every piece of proprietary technology or creative work.
2. Privacy and data compliance against PIPEDA, and PHIPA if relevant.
3. Domain and trademark ownership and status.
4. Third-party licensing that limits a buyer or is non-transferable.
5. Open-source copyleft exposure.
6. Vendor lock-in and switching costs.
7. Business continuity and single points of failure.
8. Open findings in security certifications.
9. Critical or high findings from penetration tests and their status.

Rate each finding blocker, flag or clean, organized by severity.

I am preparing for M&A due diligence on a Canadian business operating mainly in Ontario. I have uploaded litigation records, regulatory correspondence, licenses and permits, certifications, workplace safety records, accessibility and privacy assessments, and insurance policies.

Produce a report covering:
1. Litigation and regulatory risk with estimated exposure for each matter.
2. License and permit status, renewals within 6 months, and any that do not transfer on a change of control.
3. Workplace compliance and WSIB status.
4. AODA and privacy assessments.
5. Insurance: type, carrier, coverage, premium, deductible, expiry and transferability. Flag gaps in D&O, cyber and professional liability.

Rate each finding blocker, flag or clean, and note items that usually appear as representations and warranties.

I am preparing for M&A due diligence on a Canadian business. I have uploaded its terms of service and privacy policy.

Produce a report covering:
Terms of service
1. Assignment and change of control of accounts and data.
2. Limitation of liability and uncapped exposure.
3. Termination and refund obligations that survive a sale.
Privacy policy
4. Whether a sale is a new purpose needing fresh consent, and whether the PIPEDA business transaction exemption (s. 7.2) applies.
5. Coverage of the ten PIPEDA fair information principles.
6. Third-party data sharing disclosures.
7. Data portability and deletion.
8. PHIPA, if health information is involved.

Rate each finding blocker, flag or clean, and estimate the effort to fix each blocker or flag.