CLEBC Update: What's New in Asset Purchase Agreements?
The Continuing Legal Education Society of British Columbia (CLEBC) has just released the latest update to Buying and Selling a Business: Annotated Precedents, a go-to resource for solicitors advising clients on the purchase or sale of a business in British Columbia. The publication offers a wide range of annotated precedents for business purchase and sale transactions, along with closing agendas, and practical guidance on tailoring key provisions. Each chapter is designed to support efficient, informed, and context-sensitive drafting.
As part of this year's update cycle, our associate Steffi M. Boyce contributed to the revised materials as author of Chapter 2: Asset Purchase Agreements and co-author of the related updates to Chapter 11: Closing Agendas. Below is a summary of some of the more noteworthy changes.
Chapter 2: Asset Purchase Agreements
The revised chapter includes targeted updates and expanded drafting notes to support flexible, practical use across a range of transactions:
- Modernized drafting to reflect current deal practices. The chapter reflects shifts in standard M&A practice, including updated notice provisions, a move away from COVID-era clauses, and streamlined treatment of legacy items like petty cash. It also acknowledges the growing use of digital infrastructure such as data rooms for closing and diligence.
- Emerging risk and compliance considerations. New commentary addresses topical diligence issues such as ESG policies, privacy compliance, cybersecurity, remote work, and evolving regulatory risks.
- Updated tax guidance for asset transactions. The chapter offers clearer direction to help practitioners navigate tax considerations in asset deals, including allocation of purchase price, treatment of restrictive covenants, and relevant elections under the Income Tax Act.
- Expanded environmental commentary to support risk-based drafting. The updated chapter includes new annotations addressing hazardous materials, land use rights, sustainability permits, and ESG-related considerations, offering practitioners additional context for drafting provisions that reflect the specific environmental risks of a transaction.
- Broader treatment of IP and goodwill. The updated chapter reflects the growing importance of intangible assets, with expanded guidance on registrable and non-registrable IP (including websites and social media), and enhanced commentary on goodwill, particularly in brand-driven and digital businesses.
Chapter 11: Closing Agendas (Asset Purchase Transactions)
The sample closing agenda for asset deals has been reorganized and modernized to better reflect current practice:
- New categories and clearer headings. The agenda has been reorganized with additional subheadings to improve clarity and usability. Dedicated sections for intellectual property, real property, regulatory filings, and tax compliance make the agenda more intuitive and adaptable for a variety of asset transactions.
- Mandatory Disclosure Rules and ITA compliance. Building on the updated drafting guidance in Chapter 2, new closing deliverables have been added to reflect current Income Tax Act requirements, including a Vendor certificate confirming compliance with Mandatory Disclosure Rules and, where applicable, a joint election under section 56.4 for restrictive covenants.
From the author: It was a privilege to contribute to this update in collaboration with CLEBC, whose practical and practitioner-focused resources continue to serve the broader legal community in British Columbia. Contributions to publications like Buying and Selling a Business allow us to stay attuned to evolving market practices and to help shape tools that support other lawyers across the province.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
