I'm a Toronto Corporate Lawyer Who Protects Buyers in Business Acquisitions
My name is Muddasir Zaib, and I'm a Barrister & Solicitor licensed in Ontario, Canada. I advise buyers on business acquisitions across Canada—from small professional practices to multi-million-dollar asset and share purchases.
Most buyers focus on the business itself: the revenue, the customer list, the equipment. But the legal structure of the deal determines whether you inherit someone else's problems or walk away with a clean asset.
I work with first-time buyers, experienced entrepreneurs, foreign investors, and professionals acquiring practices in their industry. My role is to identify risk before you're locked into a purchase agreement, structure the transaction to protect you, and ensure the deal closes without surprises.
I don't just draft documents. I assess whether the deal makes sense, whether the structure protects you, and whether the seller is actually selling what they claim to own.
If you're buying a business in Ontario or elsewhere in Canada, my job is to make sure you understand what you're really buying—and what you're not.
The Real Risks of Buying a Business (That Most Buyers Don't See Until After Closing)
Buying a business is not like buying a house. You're not just acquiring assets—you're stepping into a web of contracts, liabilities, employees, tax obligations, and legal relationships that may not be obvious from the financial statements.
Hidden Liabilities
In a share purchase, you inherit everything—including debts, lawsuits, and tax liabilities the seller never disclosed. Even in an asset purchase, you can inherit liabilities if the deal isn't structured correctly.
PPSA Security Interests
The equipment or inventory you're buying may be subject to a Personal Property Security Act (PPSA) registration, meaning a lender has a claim on it. If you don't search and clear those interests, you could lose the assets after closing.
CRA Tax Exposure
If the seller owes payroll remittances, HST, or corporate taxes, the Canada Revenue Agency can come after you—even if you bought assets, not shares. This is one of the most common post-closing nightmares.
Employment Liabilities
Employees come with the business. If you're doing an asset purchase, you need to decide whether to hire them or terminate them. If you hire them, their years of service with the seller may transfer to you. If you don't structure this correctly, you could face wrongful dismissal claims.
Leases That Cannot Be Assigned
Many commercial leases require landlord consent to assign. If the landlord refuses or imposes unreasonable conditions, you may not be able to operate from the existing location. I review lease terms and negotiate assignments before you're committed to the purchase.
Intellectual Property That Is Licensed, Not Owned
The seller may be using software, branding, or technology under a license—not ownership. If that license isn't transferable, you're buying a business that can't legally operate the way it has been.
Share Transfer Restrictions
In closely held corporations, share transfer may be restricted by a shareholders' agreement. I confirm that the seller has the legal right to sell before you spend money on due diligence.
These are not hypothetical risks. I see them in almost every transaction. The question is whether you find them before or after you've signed the purchase agreement.
Asset Purchase vs Share Purchase: Why the Structure of the Deal Determines Your Risk
One of the most important decisions in buying a business is whether to structure the transaction as an asset purchase or a share purchase. Most buyers don't understand the difference, and many sellers try to push buyers into a share deal because it's easier for them.
What Is an Asset Purchase?
In an asset purchase, you buy specific assets: equipment, inventory, customer lists, intellectual property, goodwill. You do not buy the corporation itself. You pick and choose what you want and leave behind what you don't.
Advantages for Buyers:
- You don't inherit the seller's liabilities (lawsuits, debts, tax obligations)
- You get a tax benefit by depreciating the purchased assets
- You have more control over what you're acquiring
Disadvantages for Buyers:
- You may need to renegotiate contracts, leases, and licenses
- You may need landlord and supplier consent
- You may face employee termination and rehiring obligations
What Is a Share Purchase?
In a share purchase, you buy the corporation itself. You step into the shoes of the previous owner. Everything the corporation owns—and owes—becomes yours.
Advantages for Buyers:
- Contracts, leases, and licenses stay in place
- Less disruption to operations
- Easier transition for employees and customers
Disadvantages for Buyers:
- You inherit all liabilities, including unknown or undisclosed ones
- No tax benefit from asset depreciation
- Higher risk if due diligence is incomplete
How I Help You Choose the Right Structure
The right structure depends on the business, the industry, the tax implications, and your risk tolerance. I assess the deal with you and explain the trade-offs in plain language. If the seller is insisting on a share purchase, I make sure you understand what you're inheriting—and whether the price reflects that risk.
Due diligence is different for each structure. In a share purchase, I review corporate records, minute books, tax filings, litigation history, and shareholder agreements. In an asset purchase, I focus on title, liens, contracts, and transferability.
I don't assume you know which structure is right. I explain it, and I make sure the deal is structured to protect you.
My Legal Process When You Buy a Business
When you hire me, you're not just hiring someone to draft a purchase agreement. You're hiring someone to protect you from the moment you start negotiating to the moment the transaction closes—and beyond.
Initial Deal Assessment
Before you commit to anything, I review the opportunity with you. What are you buying? What structure makes sense? What are the red flags? This is where I help you decide whether to move forward and how to position yourself in negotiations.
Letter of Intent Review or Drafting
If you're preparing a Letter of Intent (LOI), I draft it to protect your interests and avoid locking you into unfavorable terms. If the seller has already provided an LOI, I review it before you sign. Once you sign, the key terms are usually binding—this is not the time to discover problems.
Due Diligence
This is the most critical phase. I conduct legal due diligence to uncover risks, liabilities, and deal-breakers. I review:
- Corporate records and minute books
- Financial statements and tax filings
- Contracts with customers, suppliers, and landlords
- Employment agreements and HR records
- PPSA registrations and security interests
- Intellectual property ownership and licenses
- Litigation and regulatory compliance history
I coordinate with your accountant to ensure tax issues are identified. I don't just check boxes—I assess whether the business is what the seller claims it to be.
Purchase Agreement Negotiation
I draft or negotiate the purchase agreement to allocate risk appropriately. This includes:
- Purchase price and payment terms
- Representations and warranties from the seller
- Indemnification provisions
- Non-compete and non-solicitation clauses
- Closing conditions and adjustments
- Escrow or holdback arrangements
My goal is to make sure you're not exposed to liabilities the seller should be responsible for.
Closing and Post-Closing Protection
At closing, I ensure all documents are executed correctly, funds are transferred securely, and filings are completed. I also make sure you have post-closing protections in place—escrow holdbacks, indemnities, and remedies if the seller breaches their obligations.
After closing, I'm available to address any issues that arise, including disputes with the seller or third parties.
Who This Service Is For
I work with buyers in a range of situations:
First-Time Buyers
You're buying your first business and need guidance on structure, risk, and process. I explain everything in plain language and make sure you're protected.
Existing Business Owners Expanding
You've built a successful business and you're acquiring a competitor, supplier, or complementary operation. I help you integrate the acquisition and avoid disruption.
Foreign Buyers Entering Canada
You're a non-resident investor or entrepreneur buying a Canadian business. I advise on cross-border issues, corporate structure, and regulatory compliance.
Family-Run Business Acquisitions
You're buying a business from a family member or long-time friend. These transactions can be emotionally charged—I make sure the legal side is handled professionally.
Professional Practices
You're a doctor, dentist, lawyer, or other professional buying a practice. I understand the unique regulatory and structural issues involved in professional acquisitions.
Why Hiring a Lawyer Early Saves You Money
Many buyers wait until the last minute to involve a lawyer. By the time I see the deal, they've already signed a Letter of Intent with unfavorable terms, or they've agreed to a structure that exposes them to unnecessary risk.
Fixing a bad deal is always more expensive than structuring it correctly from the start.
Here's what I see too often:
A buyer signs an LOI that locks them into a share purchase, only to discover during due diligence that the corporation has significant tax liabilities. They're stuck.
A buyer agrees to assume all contracts without reviewing them. After closing, they find out a key supplier contract has a change-of-control clause and the supplier terminates.
A buyer skips due diligence to "save money" and discovers after closing that the equipment is subject to a PPSA security interest. The lender seizes the equipment.
A buyer assumes the lease will transfer, only to find out after signing that the landlord requires personal guarantees they can't meet.
These are not minor issues. They can cost tens of thousands—or more—to resolve. In some cases, they can destroy the value of the acquisition entirely.
The cost of hiring a lawyer early is a fraction of the cost of fixing a bad deal. More importantly, it's the difference between buying a business and buying a lawsuit.
What Clients Say About Working With Me
I've helped buyers across Canada close transactions with confidence. Here's what they value most:
"Muddasir explained everything in plain language and made sure I understood the risks before I committed. I felt protected throughout the entire process."
— Business buyer, Toronto
"I was buying my first business and had no idea where to start. Muddasir walked me through every step and made sure the deal was structured to protect me."
— First-time buyer, Ontario
"Responsive, thorough, and professional. Muddasir caught issues during due diligence that could have cost me thousands after closing."
— Entrepreneur, GTA
Start With a Business Purchase Assessment
Before we discuss next steps, I want to understand your transaction. I've created a simple assessment process to help me evaluate your deal and provide you with clear, tailored advice.
When you reach out, I'll ask you about:
This helps me assess whether I can assist you and what the scope of work will look like. Everything you share is confidential.
Frequently Asked Questions
Let's Make Sure Your Deal Is Structured Right
If you're buying a business in Canada, you need a lawyer who understands acquisition risk, not just contract drafting.
I help buyers in Ontario and across Canada protect themselves from hidden liabilities, structure deals correctly, and close with confidence.
Whether you're buying your first business or your fifth, I'll make sure you understand what you're buying—and what you're not.
Contact me today for a confidential deal review.
This page is for informational purposes only and does not constitute legal advice. Every business acquisition is different, and you should consult with a lawyer about your specific transaction.