The Architecture of a Business Sale: LOI vs. OREA APS vs. SPA
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.
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