June 2026

When you are selling a business, the document you choose to initiate the transaction is not just paperwork; it is a tactical decision that determines your leverage, your legal exposure, and the speed of your exit.
In Ontario, we often see a “tug-of-war” between three different vehicles: the Letter of Intent (LOI), the OREA Agreement of Purchase and Sale (APS), and the Share Purchase Agreement (SPA). Understanding when to use which is the difference between a smooth transition and a deal that falls apart after months of wasted effort.

When a business owner accepts an offer to sell their company, they often believe the purchase price written in the Offer is the exact amount that will hit their bank account on closing day.
In reality, that number is almost always a moving target until weeks or even months after the keys have been handed over.
The mechanism responsible for this is the Net Working Capital (NWC) adjustment and true-up process. Understanding how this financial machinery works before and after the closing date is critical to ensuring neither the buyer nor the seller leaves money on the table or have any confusions.