The Ghost on the Cap Table
In a business acquisition, a clean set of corporate tax records does not always tell the whole story. This episode explores why a seller’s personal tax situation can create unexpected risks for a buyer, even when the company itself appears to be in good standing. Discover how overlooked tax liabilities can affect sale proceeds, delay closing, and potentially put the entire transaction at risk.
Learn how the Canada Revenue Agency’s collection powers can create complications during a share purchase, including redirected sale proceeds, registered liens, and enforcement actions that may interfere with the transfer of shares. We explain why reviewing only the target company’s tax records may leave a critical gap in due diligence, and why the seller’s personal tax status deserves careful attention.
Whether you are buying a business, selling shares, or advising on a transaction, this episode highlights practical steps to help protect your deal, including obtaining appropriate authorization to review the seller’s CRA account information and involving your accountant in the verification process. The key takeaway is simple: thorough due diligence means looking beyond the obvious to identify risks before they become costly surprises.