Mergers & acquisitions
The lawyer behind your business purchase or sale
Asset or share deal, broker-led or private, your first acquisition or the sale of a lifetime's work — Bay Street M&A experience from letter of intent to closing, handled personally and quoted up front.
For buyers and sellers
Buying a business
Know what you're buying before the money moves
Whether it's your first acquisition or a second location, we settle the structure, find what the seller's records don't say, and write the protections into the agreement.
- Negotiate the letter of intent and settle asset vs. share structure
- Run the legal searches — PPSA, litigation, bankruptcy, corporate
- Review the contracts, lease, employees, and licences you'd inherit
- Negotiate representations, indemnities, holdbacks, and the non-compete
- Coordinate the bank, vendor take-back, and guarantees through closing
Selling a business
Protect the price you built — and what you keep after closing
Buyers price what their due diligence finds. We get your records in shape before you go to market, then negotiate terms that limit what you're exposed to after closing.
- Clean up the minute book, contracts, and lease before buyers look
- Work with your accountant on structure — including a share sale and your capital gains exemption
- Protect confidential information with an NDA and negotiate the LOI
- Limit post-closing exposure with caps, thresholds, and survival periods
- Secure deferred payments and release your personal guarantees at closing
How a deal runs
Six stages, one lawyer from start to finish
Most of the value in a deal is won or lost before the purchase agreement is drafted — in the structure, the letter of intent, and what due diligence turns up.
- 01
Value & structure
Agree what's being sold — assets or shares — and what it's worth, before price and tax get locked in.
Valuation estimator - 02
Letter of intent
Price, structure, exclusivity, deposit, and the due diligence period — mostly non-binding, but not entirely.
LOI builder - 03
Due diligence
Searches, records, contracts, lease, employees, and licences — what you find here moves the price and the protections.
Due diligence checklist - 04
Purchase agreement
The asset or share purchase agreement: representations, indemnities, holdbacks, non-competes, and closing conditions.
- 05
Financing & closing
Bank debt, vendor take-backs, landlord and franchisor consents, lien discharges, and the closing documents.
VTB & earn-out calculator - 06
After closing
Holdback releases, earn-out measurement, transition support, and the guarantees that should come off.
What we do on a deal
Legal services for buying and selling a business
Buying or selling a business is the biggest transaction most owners ever make. We act for buyers and sellers of Ontario businesses — asset and share deals, from valuation and letter of intent through due diligence, seller financing, and a clean closing — with Bay Street M&A experience, handled personally.
Free deal tools
Run the numbers and the checklists before you sign
Value the business, test the structure, model seller financing, and build your due diligence list — free, no sign-up. Then bring the results to a consultation.
Business Valuation Estimator
Estimate what your business is worth using industry SDE & EBITDA multiples.
LOI Term-Sheet Builder
Build a plain-language letter of intent outline in minutes.
Asset vs. Share Sale Checker
See whether an asset or share deal fits your purchase or sale — and what the other side will push for.
Vendor Take-Back & Earn-Out Calculator
Model a vendor take-back, earn-out and holdback — cash at closing, payments, and debt coverage.
Business Acquisition Due Diligence Checklist
Build an Ontario due diligence checklist tailored to the business you're buying.
Business Sale Readiness Checker
Score how ready your business is to sell — and what a buyer's due diligence will find first.
Deals we act on
From a single location to a family succession
Owner-operated businesses
Asset and share purchases of the trades, retail, service, and distribution companies that make up the GTA economy.
Professional practices
Dental and other professional practice acquisitions, where regulatory ownership rules can shape who can buy and how.
Franchise locations
Single and multi-unit franchise purchases, including franchisor consent, transfer terms, and the new franchise agreement.
Family & succession transfers
Passing the business to the next generation or key employees, structured so it works for both sides.
Partner & shareholder buyouts
Buying out a co-owner under your shareholder agreement — or negotiating it when there isn't one.
Broker-led and private deals
Whether a broker brought the buyer or you found each other, we draft and negotiate the legal documents for you.
From buyers and sellers
Deals we've worked on — in our clients' words
“I wanted to transfer my business ownership to my son as owner of the business. I contacted some lawyers and found them too professional to work with. I then connected one through my accountant, that did not work too, as response was too professional and too much cost. I somehow found and called Lamba Law, skeptical due to historical experience and disappointments with others. To my surprise, at Lamba Law, Mr. Gagan talked to me, he was humble, respectful and professional throughout our engagement with him. Cost effective and straight forward. Guiding me through the process, timely responses, helping me to do the needful, and getting my legal paperwork completed quick and easy all due to Mr. Gagan. He is now my lawyer to connect to in all my business and family needs, rather he is our family. Thank you, Lamba Law.”
Nadeem Aziz
Buying / Selling a Business
“I retained Gagan Lamba for a business purchase. Gagan was a great lawyer and went above and beyond my expectations of him. He was honest about the fee structure and gave me a fair price. He was a reliable communicator and explained things to me clearly and concisely. He was also friendly and respectful throughout the exchanges. He worked hard to get things done on time and at great volume. We came across a lot of obstacles and challenges, but Gagan got us through it. I can honestly say I couldn't have gone through this business purchase without his help. I thank him for his legal representation in this matter and for getting it all done. A good personality to boot.”
Zarak K
Buying / Selling a Business
“I had a seamless experience working with Lamba Law as our legal counsel for an asset purchase of multiple franchise locations. They offered a very reasonable flat rate, significantly more affordable than other firms we consulted. Gagan went above and beyond at every stage of the transaction, right through to closing. We’re extremely pleased with our decision to choose Lamba Law and have since developed a long-term relationship as our ongoing legal counsel. Gagan and the team at Lamba Law truly care about the success of their clients. You can't go wrong with Gagan and the team at Lamba Law 👍”
Vick K
Franchise Law
“Excellent corporate lawyer — knowledgeable, responsive, and truly invested in helping their clients succeed. Gagan provided clear guidance throughout our business transaction and made the entire process smooth and stress-free. Highly recommend for any corporate legal needs.”
Manraj
Corporate Law & Advisory
“I worked with Gagan to purchase a business in the GTA. It was not a straightforward deal and had too many parts to it, and I was already overwhelmed going into it. Gagan was very patient and took his time to fully understand the situation, break it down to its many components, and sought solution to each challenge. It didn't just felt like I had a competent legal representation, I felt like I had a partner invested in my ultimate success. The fee was also minimal (and this is not a term I use often or lightly when I spend my money), compared to the amount of time and effort he put in. I would highly recommend and when the need arises, will consult again.”
Elsie Kalu
Buying / Selling a Business
“Mr Lamba was professional throughout our entire interaction and provided us with valuable insight throughout our entire dental clinic purchase arrangement. He was an incredible resource for us during the process and we look forward to maintaining a continued relationship with him and his firm.”
Jagtar Dosanjh
Buying / Selling a Business
“Highly recommended Lawyer. I recently had my business closing done through him. His fee, professionalism, and execution of all documents within a short period were truly commendable. I will retain his services in the future for all legal matters.”
Kalyan Paul
Buying / Selling a Business
Gagan Lamba
Founder & Principal Lawyer
- JD, Queen's University
- Licensed by the Law Society of Ontario
- Bay Street Corporate Associate
Gagan founded Lamba Law after practising corporate law at a large Bay Street firm, where he advised on M&A, corporate finance, and venture capital. He now acts for founders raising money and for owners buying or selling a business, bringing that Bay Street training to 300+ GTA businesses at accessible rates.
Bay Street experience with direct, business-minded counsel.
More about the firmDeal resources
Read up before you make an offer
Guide
Buying a Business in Ontario: The Complete Legal Checklist
A complete legal checklist for buying a business in Ontario — asset vs. share purchase, due diligence, key agreements, and common pitfalls.
Guide
Selling Your Business in Canada: Tax Planning and Legal Essentials
Selling a business in Canada: asset vs. share sales, the lifetime capital gains exemption, and how to prepare for a successful exit.
Guide
Letter of Intent to Buy a Business in Ontario: What to Include, Clause by Clause
The terms an Ontario letter of intent should settle before due diligence: price, structure, deposit, conditions, exclusivity, employees and what is binding.
Guide
Negotiating a Letter of Intent When You Are Selling the Business
A seller's guide to the letter of intent in Ontario: fix the price mechanics early, limit exclusivity, protect confidential information and keep leverage.
Guide
The Due Diligence Period in a Letter of Intent: How Long It Runs and What Each Side Must Do
Drafting the due diligence period in an Ontario letter of intent: its length, access, the seller's duties, the buyer's standard of satisfaction and extensions.
Guide
Buying a Dental Practice in Ontario: Legal Due Diligence Checklist
An Ontario dental-practice purchase checklist covering structure, RCDSO requirements, patient records, leases, associates, employees, equipment and closing.
FAQ
Common questions about buying and selling a business
Do I need a lawyer to buy or sell a business in Ontario?
It isn't legally required, but the structure, the purchase agreement, and the due diligence decide what you actually get and what you remain liable for after closing. A lawyer runs the searches that reveal liens and claims, negotiates the representations and indemnities that protect you, handles landlord, franchisor, and lender consents, and prepares the closing documents. The cost of a lawyer is small next to the cost of an unprotected deal.
What's the difference between an asset purchase and a share purchase?
In an asset purchase the buyer acquires chosen assets — equipment, inventory, goodwill, contracts — and generally leaves the seller's company and its other liabilities behind. In a share purchase the buyer acquires the corporation itself, with its full history, contracts, and liabilities. Buyers often prefer assets for liability and tax reasons; sellers often prefer shares, partly because a share sale can use the lifetime capital gains exemption. Our free asset vs. share checker walks through the factors for your deal.
How long does it take to buy or sell a business?
It depends on the complexity, the due diligence, financing, and any consents needed from landlords, franchisors, or regulators — many small-business deals take a few months from letter of intent to closing. Simple asset purchases can close faster; deals with bank financing or regulatory approvals usually take longer. The letter of intent should set a realistic timeline for both sides.
Is a letter of intent binding?
Usually only in part. Most letters of intent state that the price and deal terms are not binding until a definitive agreement is signed, while clauses such as confidentiality, exclusivity, deposits, and costs are written to be binding. Whether a clause binds you depends on its wording, so have the LOI reviewed before you sign it.
What is a vendor take-back?
A vendor take-back (VTB) is seller financing: the seller accepts part of the price later, under a promissory note the buyer repays with interest. It's usually secured by a general security agreement, perfected by registration under Ontario's Personal Property Security Act, and often a personal guarantee, and the buyer's bank usually requires the seller to postpone to the bank's security. Model one with our free vendor take-back & earn-out calculator.
Do I need a lawyer if I'm using a business broker?
It isn't legally required, but it's strongly advisable. A broker markets the business and helps bring the parties to terms, and is usually paid by the seller to get a deal done. A broker can't give you legal advice on the agreements — the letter of intent, the purchase agreement, the security for any vendor take-back, and the closing documents are legal work.
How much does a lawyer for a business purchase or sale cost?
It depends on the size and structure of the deal, how much due diligence is needed, and whether there's financing or a vendor take-back. We scope the work at a free consultation and quote it up front, so you know the cost before we start.
Building a company rather than buying one? See our startup & founder services.
Buying or selling? Let's get the deal right.
Free consultation — no obligation. We'll map out the structure, the risks, and the timeline, and give you a clear quote before we start.