Deal structuring and negotiation
Two deals at the same headline price can leave the seller with very different money in hand and the buyer with very different risk. The difference is structure: how much is paid at closing, what is deferred, what is conditional, who carries which liabilities and what happens if the business does not perform. We design and negotiate that structure.
What you leave with
You sign an agreement whose price, timing and protections you fully understand and can explain to anyone.
Who it is for
- Sellers who have an offer and want to know what it is really worth
- Buyers preparing a letter of intent for a business they want
- Partners negotiating a buyout or a new shareholder's entry
What we deliver
- A comparison of offers or structures on a cash-in-hand basis after adjustments
- A recommended structure: share or asset sale, payment schedule, vendor take-back, earn-out, holdback
- Working capital peg and closing adjustments agreed before diligence starts
- A letter of intent specific enough to hold, and negotiation of the commercial terms
- Briefing notes so your lawyer and CPA structure the legal and tax side to match
How it runs
01Objectives
We establish what you must have, what you would like and what you can give, including timing and risk appetite.
02Model
We model the structures on the table and show what each leaves you with after adjustments and deferrals.
03Negotiate
We lead or support the negotiation, trading terms you care less about for ones you care more about.
04Document
We turn the agreed deal into a letter of intent and brief your professionals for the definitive agreement.
Engagement and fees
Included in BizSell.ca sell-side engagements. For buyers and owners with an offer in hand, we start with a Strategy Session at $499 or a Business Acquisition consultation at $399 and scope the support from there. Every engagement is scoped after a call and confirmed in writing. See consultations and fees.
The tools in a BC deal
Most private company deals in this province use a handful of mechanisms. A vendor take-back is seller financing, repaid over time, and it signals the seller's confidence. An earn-out ties part of the price to future performance, which bridges a gap between what the buyer believes and what the seller claims. A holdback keeps part of the price in escrow against breaches of the representations. A working capital peg sets the normal level of receivables, inventory and payables that must be delivered at closing.
Share sale or asset sale
Sellers of incorporated companies often prefer to sell shares, because of how the proceeds may be taxed and because the company's history goes with it. Buyers often prefer to buy assets, because they can choose what they take, leave past liabilities behind and reset depreciation. The choice affects price, licences, leases, staff contracts and tax for both sides, so it is one of the first terms to settle. We model both and work alongside your lawyer and CPA, who decide the legal and tax consequences.
Negotiating without breaking the deal
The other side is not your enemy, but they are not your friend either, and after closing you may still be working with them for months. Good negotiation keeps the relationship intact while protecting your interests. That means knowing your walk-away point before the conversation starts, trading rather than conceding, keeping the letter of intent specific and resisting the urge to renegotiate every minor finding in diligence. Having an adviser carry the hard messages lets you stay the reasonable party.
Industries where we run this most
Questions about this service
What should a letter of intent include?
Price and how it is paid, the structure (shares or assets), the working capital assumption, key conditions, exclusivity, the diligence period, the seller's transition role and the target closing date. Vague letters lead to renegotiation.
Is an earn-out a good idea?
It can be, when buyer and seller genuinely disagree about future performance and the metric is simple, measurable and within the seller's influence. It fails when the buyer controls everything that drives it.
Why would a seller finance part of the sale?
Because it gets the deal done and often at a higher price. Lenders in BC commonly expect some vendor financing on smaller deals, and a buyer who sees the seller has money at stake trusts the numbers.
Do you replace my lawyer in the negotiation?
No. We negotiate the commercial terms and your lawyer drafts and negotiates the legal agreement. We brief your lawyer and CPA so the definitive agreement matches the deal you agreed.
Start with a confidential conversation.
Tell Ali where the business is and what you want to happen next. You leave with a straight read on value, timing and the two or three moves that matter, whether or not we work together.