Toronto business purchase lawyer for entrepreneurs and investors. Purchase agreements reviewed, due diligence coordinated, and deals negotiated — so you buy the business, not its problems.
· Reviewed by Jonathan Kleiman, J.D.
Jonathan Kleiman is a business purchase lawyer in Toronto who represents entrepreneurs, investors, and business owners buying a business in Ontario. Whether you are acquiring a small business, buying into an existing operation, or completing a multi-party transaction — Jonathan provides the legal review, due diligence, and negotiation you need to protect your investment.
Buying a business is one of the most significant financial decisions you will make. The purchase agreement, the due diligence findings, the commercial leases, and the representations you rely on will determine whether the business you buy is the business you think you are buying. Having a Toronto business acquisition lawyer involved from the start is not a luxury — it is a necessity.
Every engagement begins with a free 30-minute consultation.
The purchase agreement is the contract that governs every aspect of the transaction — the price, the assets or shares being transferred, the representations the seller is making, and the protections available to you if those representations turn out to be false.
A business sale contract lawyer drafts or reviews the purchase agreement from the buyer's perspective, ensuring that your interests are protected at every stage of the deal.
Need a contract drafted or reviewed for your business? Learn more about contract lawyer services or contract disputes.
There are two fundamental ways to buy a business in Ontario — an asset purchase or a share purchase. The structure you choose affects your liability exposure, tax consequences, and the complexity of the transaction.
You buy specific assets — equipment, inventory, contracts, customer lists, goodwill, intellectual property — without acquiring the corporation. You choose what to buy and what to leave behind.
You buy the shares of the corporation, acquiring the entire entity — including all assets, contracts, employees, and liabilities. Simpler to execute, but you inherit everything, including unknown obligations.
Asset purchases let you exclude known liabilities. Share purchases expose you to historical liabilities — including tax debts, pending litigation, and undisclosed obligations that existed before you bought the shares.
Buyers generally prefer asset purchases for the tax advantages — including the ability to step up the cost base of acquired assets. Sellers often prefer share purchases for capital gains treatment. Jonathan works with your accountant to structure the deal efficiently.
Due diligence is the investigation you conduct before completing the purchase. It is your opportunity to verify that the business is what the seller says it is — and to identify the risks that could affect the value of your investment.
Jonathan coordinates the legal due diligence and works alongside your accountant and financial advisors to ensure nothing material is missed:
Many businesses depend on commercial leases, supplier agreements, customer contracts, and licensing arrangements. When you buy a business, you need to know whether those contracts survive the transaction — and whether the terms are favourable.
Jonathan reviews commercial contracts and leases with a focus on:
Free 30-minute consultation. Get a clear legal assessment before you sign.
The purchase agreement is almost always drafted by the seller's lawyer — and it is written to protect the seller. A business transaction lawyer negotiates from the buyer's side to rebalance the agreement and protect your investment.
Jonathan negotiates on your behalf to improve the terms where possible:
A business purchase lawyer in Toronto protects you at every stage of the acquisition — from the letter of intent through closing and beyond.
Jonathan reviews or drafts the LOI to establish key terms — price, structure, exclusivity, and conditions — before you invest in due diligence.
Jonathan coordinates the legal investigation — reviewing contracts, leases, corporate records, litigation, and regulatory compliance to identify material risks.
Jonathan drafts or negotiates the purchase agreement with detailed representations, warranties, indemnifications, and conditions that protect your position.
Jonathan manages the closing process — ensuring all conditions are satisfied, documents are executed, consents are obtained, and the transaction completes properly.
Most straightforward business purchases are handled on a flat-fee or capped-fee basis. You'll know the cost before the work begins.
Business buyers make predictable mistakes — and most of them are avoidable with proper legal advice. Jonathan sees the same issues repeatedly:
Buying a franchise carries many of the same risks, with additional regulatory requirements under Ontario's Arthur Wishart Act. If your purchase involves a franchise system, see our franchise purchase agreement services.
The purchase agreement is written by the seller's lawyer to protect the seller. Your job is to make sure someone is protecting you — before the deal closes, not after.
Jonathan earned his B.A. (with distinction) at McGill University and his J.D. at Queen's University. He has been a member of the Law Society of Ontario since 2011.
Buying a business is a major investment. Your lawyer should understand the deal as well as you do — and be available when you need answers, not two weeks later.
If you are considering buying a business — or already have a letter of intent or purchase agreement in front of you — the time to get legal advice is before you sign, not after.
Call 416-554-1639 or book a free consultation.
The questions Toronto entrepreneurs and investors ask most often about buying a business, purchase agreements, due diligence, and working with a business purchase lawyer.
Buying a business involves complex legal agreements, financial due diligence, and regulatory compliance. A business purchase lawyer reviews the purchase agreement, identifies hidden liabilities, negotiates protective terms, and ensures the transaction closes properly.
The cost of legal representation is a fraction of the cost of buying a business with undisclosed problems.
Due diligence is the process of investigating a business before you buy it. It includes reviewing financial statements, tax returns, contracts, leases, employee agreements, intellectual property, litigation history, and regulatory compliance.
A business purchase lawyer coordinates the legal due diligence and identifies risks that could affect the value of the business or your liability after closing.
In an asset purchase, you buy specific assets of the business — equipment, inventory, contracts, goodwill — without acquiring the corporation. You choose what to buy and what to leave behind.
In a share purchase, you buy the shares of the corporation, acquiring the entire entity including all assets, contracts, and liabilities. Asset purchases give the buyer more control. Share purchases carry the risk of inheriting unknown liabilities.
Most straightforward business purchases are handled on a flat-fee or capped-fee basis. Jonathan quotes the fee before work begins so there are no surprises.
Complex transactions involving multiple parties, regulatory approvals, or contested terms may be billed hourly with a budget agreed upfront.
The biggest risks include undisclosed liabilities, inaccurate financial statements, unfavourable lease terms, employee obligations you inherit, pending litigation, tax arrears, and intellectual property the seller does not actually own.
A business purchase lawyer conducts due diligence to identify these risks before you close the transaction.
A typical business purchase takes 4 to 12 weeks from signed letter of intent to closing, depending on the complexity of the transaction and the scope of due diligence required.
Simple asset purchases can close faster. Share purchases or transactions requiring third-party approvals, landlord consents, or regulatory clearances may take longer.
A business purchase agreement typically includes the purchase price and payment terms, description of assets or shares, representations and warranties, indemnification provisions, non-compete covenants, conditions to closing, and allocation of liabilities.
A business purchase lawyer drafts or reviews the agreement to protect your interests at every stage. Book a free consultation to discuss your transaction.
Before you sign the purchase agreement, get a business lawyer to review everything. Free 30-minute consultation with a Toronto business purchase lawyer.