Transaction advisory
Transaction advisory for Canadian buyers and sellers
The numbers seat on the deal. Quality of earnings, sell-side prep, working capital, and tax design in the room. Not the broker. Not the lawyer.
Book a callClients
Who · Seats · Not
Who sits where on the deal.
Canadian owners buying or selling a private company. Think owns the numbers. Counsel owns the documents.
Who
Canadian buyers and sellers
Owner-managers preparing a sale, diligencing a target, or comparing LOI structures. Typically private Canadian companies.
Seats
Broker · Lawyer · Think · Valuator
- Broker finds the other side
- Lawyer writes the docs
- Think runs books, diligence, peg, post-close accounting
- Valuator supports FMV when the deal needs it
Not
What Think is not
Not a broker. Not counsel of record. Not a formal CBV valuator. Not a buyer of businesses. We do not draft SPA or APA language.
Buy side
Quality of earnings and buy-side due diligence.
Five workstreams. QoE first. Structure, peg, liaison, integration.
Buy · Financial DD & Quality of Earnings
Quality of earnings before you believe the CIM
What Think does. Revenue quality, margin bridges, add-backs, one-time items. Debt and debt-like inventory. Written diligence findings for the buyer’s deal team. Accounting scope, not a legal DD report.
Counsel owns. Legal due diligence report and disclosure schedules.
Buy · Acquisition structure
Buy shares, assets, or through a Holdco
What Think does. Map direct vs Holdco paths at a high level. Model cash, debt, and equity flows. Hand tax attributes to the tax lane. Counsel incorporates and drafts SPA or APA.
Counsel owns. Newco / Holdco articles, SPA or APA, security registration.
Buy · Working capital peg
The peg that moves the cheque after closing
What Think does. Propose WC methodology from the books. Build the peg and estimated closing WC. Model true-up scenarios. Counsel locks definitions in the SPA.
Counsel owns. SPA definitions of Working Capital, Net Debt, dispute clauses.
Buy · Liaison legal + seller teams
Lawyer leads the paper. Think keeps the numbers honest.
What Think does. Translate diligence into commercial open items for counsel. Sit on calls where price, WC, or financial reps are negotiated. Seller-facing numbers contact when counsel asks.
Counsel owns. All SPA/APA negotiation, notices, closing agenda legal items.
Buy · Post-sale integration & accounting
Day-one books that match the deal you bought
What Think does. Opening balance sheet. Chart of accounts merge. Earnout and holdback tracking as accounting against SPA metrics. Fractional CFO cadence if you keep Think post-close.
Counsel owns. Post-close covenant claims, employment legal transitions, filings.
Sell side
Sell-side prep through post-sale wrap.
Four workstreams. Financial readiness, deal economics, tax exit, and clean close.
Sell · Pre-sale prep
Clean books before anyone opens the data room
What Think does. Normalize P&L and balance sheet. Document add-backs including replacement cost. Build normalized EBITDA. Frame an indicative valuation range for negotiation. Not a CBV opinion.
Counsel owns. Minute book legal tidy-up, NDAs, vendor legal memos.
Sell · Deal economics & DD support
Price and structure before the letter hardens
What Think does. Model LOI economics: cash, earnout, VTB, rollover, working capital, transition. Liaise on buyer diligence. Project-manage the financial request list. Coordinate with counsel. Do not draft the LOI.
Counsel owns. LOI and term sheet drafting and negotiation.
Sell · Tax structuring & exit
Tax design before the LOI locks
What Think does. Share vs asset compare. QSBC and lifetime capital gains exemption readiness screen. Consideration tax timing. Illustrative after-tax scenario models.
Counsel owns. Legal form of sale documents that implement structure.
Sell · Post-sale
After closing. Cash out clean.
What Think does. Proceeds tax planning with the tax lane. Tax-efficient distribution options coordinated with counsel’s documents. Stub-period books and final accounting.
Counsel owns. Escrow, resolutions, share transfers, registry filings.
Due diligence
Turn a data room into a decision.
Twelve diligence themes. Illustrative readiness lights. Tax exposure called out where it belongs. Scope varies by engagement.
Tax · Exit
Tax sits in the deal room, not after closing.
Think designs tax and numbers. Counsel documents. Deeper freezes, Holdco purification, and intergenerational transfers live on Tax Advisory.
Tax · Exit
Share sale or asset sale
Design before the LOI locks. Who pays tax and when cash reaches the shareholder. We model the tension. Counsel papers SPA vs APA.
Tax · Exit
Lifetime capital gains exemption readiness
Real law. Multi-year QSBC tests. We screen readiness early.
Tax · Exit
How you get paid changes tax timing
Cash, earnout, VTB, and equity rollover are not the same tax day. Illustrative after-tax scenarios under draft LOI economics.
Tax · Exit
Acquisition structure for buyers
Direct vs Holdco. Share vs asset. Tax and financing themes beside the LOI, with your lawyer in the room.
How engagements run
Request. Verify. Interpret. Act.
Modular depth. Basic through deeper testing. Canada-wide CPA coverage.
01
Set-up and scope
Tailored checklist. Kickoff. Data-room workflow and cadence.
02
Core evidence
Books, bank support, tax filings, contracts, payroll, inventory.
03
Testing
Analytics and sample testing. Exceptions tracked to owners of fix.
04
Report and liaison
Findings report. Numbers liaison on draft deal docs. Post-close options.
CPA-led, Canada-wide
Transaction advisory for Canadian private deals. Same firm as cloud bookkeeping and fractional CFO when you want continuity.
What we do not promise
Closes are not guaranteed. Multiples are not promised. We do not claim an exit without tax. Models change when the LOI, structure, or law changes.
Resources
Also read
FAQ
Short answers.
Do you draft the purchase agreement?
No. Counsel drafts SPA or APA. Think prepares financial packages, QoE-style findings, peg math, and after-tax models those documents rely on.
Is your valuation a formal FMV opinion?
No. Indicative multiples are a framework for negotiation. A Chartered Business Valuator issues formal FMV when the deal or CRA needs it.
Can you help on both buy side and sell side?
Yes. Same numbers seat. Sell-side prep and vendor readiness, or buy-side QoE and working-capital peg. Scope is set per engagement.
Where does tax advisory fit?
Share vs asset, LCGE readiness, consideration tax, and post-sale distributions are covered on this page. Deeper planning links to Tax Advisory.
One call. Numbers, structure, post-close.
Buy side or sell side. Book a call to scope the engagement.
Book a callGeneral information only. Not a legal opinion, tax opinion, or a plan for your facts. Indicative valuation is a negotiation framework, not a Chartered Business Valuator opinion. Licensed counsel must document the deal. Lifetime capital gains exemption may apply when QSBC tests are met.