In a Canadian business share sale, the Share Purchase Agreement (SPA) is the cornerstone document that formalizes the transfer of shares from the seller to the buyer, detailing critical terms such as purchase price, representations and warranties, indemnities, conditions precedent, and post-closing obligations. The Letter of Intent (LOI), typically non-binding except for provisions like confidentiality or exclusivity, precedes the SPA and outlines key deal terms, serving as a framework for negotiations. In an auction process, where multiple suitors compete, a pivotal decision for sellers and their M&A advisors is whether to have their legal counsel draft the SPA and LOI or allow the buyer’s legal counsel to take the lead. This article examines the advantages of the seller drafting these documents as part of the auction process, particularly when shortlisted suitors submit their best and final LOI, contrasts this with allowing the buyer to draft the LOI and SPA, and highlights the strategic timing of introducing the SPA in a Canadian share sale. You're listening to The Shaughnessy Group Podcast—insights on buying, selling, and growing Canadian businesses in the lower-middle market.Let's begin. This podcast is for informational purposes only and is not professional advice. Consult qualified advisors for your specific situation. Important Notice: These podcast notes are unofficial summaries created for personal reference and educational purposes only. They are not intended as a verbatim transcript, official record, or endorsement by the podcast hosts, guests, or producers of Shaughnessy Group. While every effort has been made to capture key insights, quotes, and discussions accurately, errors, omissions, or interpretations may occur due to the subjective nature of summarization. Listeners are strongly encouraged to refer to the original episode for full context, nuances, and original audio. No Advice Provided: The content discussed in Shaughnessy Group episodes, including these notes, does not constitute professional, financial, legal, medical, or investment advice. Any ideas, strategies, or opinions shared by guests are their own and should not be relied upon without independent verification and consultation with qualified professionals. Copyright & Usage: All rights reserved. These notes are derived from publicly available podcast episodes and are shared under fair use principles for non-commercial, transformative purposes. Reproduction, distribution, or commercial use without permission from the podcast creators is prohibited. For questions or permissions, contact the Shaughnessy team directly. Enjoy the learning, but always do your due diligence!
