Structuring LOI's & Definitive Agreements in the Sale of a Business |

Structuring LOI's and Definitive Agreements in the Sale of a Business

Structuring LOI's and Definitive Agreements in the Sale of a Business

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Rory Cattanach
Samantha Chapman
Greg McNab
70 minutes
$129.00 plus tax
CPD Finance Conference 2017
Includes Handouts

This session will discuss items related to Letters of Intent and Definitive Purchase Agreements, including:

  • LOI's - Binding and non-binding agreements
  • Moving to a binding agreement
  • Common clauses in definitive agreements
  • Structuring the definitive agreement to minimize tax


Rory Cattanach

Rory is a partner of Wildeboer Dellelce LLP practising primarily in the areas of securities, corporate finance, corporate governance, commercial transactions, mergers and acquisitions and banking law. Rory acts for a variety of early stage and mature technology, biotechnology, healthcare, telecommunications and traditional economy companies (both Canadian and international) and has been involved in numerous public and private financings and secured lending transactions. In addition, Rory has acted for several underwriters in public and private equity and debt financings, has extensive merger and acquisition experience and has participated in several cross-border transactions. Rory has served as a director of a number of private, public and not-for-profit companies and has spoken at conferences on a variety of corporate finance, private company and commercial law topics.

Rory has been recognized by Lexpert as a Repeatedly Recommended lawyer and as one of Canada’s leading practitioners in the areas of Corporate Finance and Securities in the 2016 edition of The Canadian Legal Lexpert® Directory.

Rory is an adjunct professor at Osgoode Hall Law School having taught Commercial Law in Fall 2010, Securities Law over the 2012 – 2015 Winter terms and Corporate Finance in Winter 2016.

Prior to joining Wildeboer Dellelce LLP in January, 1996, Rory practised law at Stikeman Elliott LLP in Toronto. Prior to practising law, Rory was an economist at Dome Petroleum Ltd. in Calgary.

Samantha Chapman

Samantha’s practice focused exclusively on Corporate and Commercial law, with an emphasis on purchase and sale transactions.  She has been involved in commercial transactions in both the for-profit and not-for-profit sectors. In addition, Samantha has assisted clients in setting up, restructuring, buying and selling various commercial organizations, negotiating and drafting shareholder and partnership agreements, and structuring complex financing arrangements.

Samantha has also been involved in a number of complex commercial disputes dealing with a wide array of legal issues including contract interpretation, shareholder disputes, fraud and misappropriation of funds. Her exposure to these complex legal disputes now provides the backdrop to Samantha’s corporate commercial practice.  Having debated these legal issues in the courtroom and understanding the way the court system works, Samantha is uniquely equipped to keep her clients out of the courtroom when negotiating and papering commercial transactions. 

Samantha takes a no-nonsense, efficient path to getting the best results for her clients. She believes that clients have the right to a well-designed approach to the management of their legal matters, as well as innovative solutions that best meet their interests and needs. Samantha consistently delivers on this by spending time to fully appreciate her clients’ concerns, strategically planning on their behalf, and developing a framework to achieve creative resolutions.

Samantha is actively involved in several social causes. She is a Member of the Board of Directors of the Community Head Injury Resources Services (CHIRS) and a researcher and editor with the 160 Girls Program in association with The Equality Effect.

While at Osgoode Hall Law School, Samantha was one of 6 students selected to represent the law school in an international mooting completion in Vienna. The subject matter of the competition was international commercial dispute resolution and the application of international trade statues such as the United Nations Convention on Contracts for the International Sale of Goods (often referred to as the CISG).

Greg McNab

Greg McNab is a member of the Firm's Corporate & Securities Practice Group in Toronto. His main areas of practice include financings of public and private securities issuers, investment management products, capital markets transactions, mergers and acquisitions and resources and energy matters, both domestically and internationally. He also advises on corporate governance, regulatory compliance, continuous disclosure and stock exchange matters for public issuers. Mr. McNab helps lead the Firm's Global and Canadian Mining Groups. Mr. McNab regularly speaks, writes published articles and appears in the media with respect to a variety of securities, mining and energy matters. He is a director and Canadian Chair of the Canadian Australian Chamber of Commerce. A former mechanical engineer, Mr. McNab is also the co-chair of the International Emissions Trading Association's global carbon capture and storage working group.

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