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Areas of Law
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  • 62137.06
    This paper reviews some fundamental asset sale tax concepts to help corporate lawyers understand the basic tax consequences that could arise from the sale. Topics include classification of property, depreciable versus non-depreciable capital property, drafting tips and traps, earn-outs and contingent considerations, restrictive covenants, common tax elections, and hybrid sales. Comments focus on transactions involving a private corporation selling all the assets used in an active business carried on in Canada. This paper is part of a collection presented at LESA’s Tax Law for Corporate/Commercial Transactions program in Calgary on October 17, 2019 and in Edmonton on October 28, 2019.  
  • 62137.05
    This paper highlights common income tax considerations that arise in share purchase transactions, with an emphasis on particularly important items for non-tax practitioners to understand. Discussion begins with general income tax considerations and concludes with specific considerations for non-arm’s length purchase transactions. This paper is part of a collection presented at LESA’s Tax Law for Corporate/Commercial Transactions program in Calgary on October 17, 2019 and in Edmonton on October 28, 2019.  
  • 62137.04
    This paper provides context on section 85 of the Income Tax Act for drafting purposes. It identifies situation where a section 85 rollover can be used as a tax planning tool, reviews legislative requirements and mechanics of the provision, and considers related income tax and sales tax matters. This paper also discusses how to document a section 85 rollover transaction against this technical background. Practical aides are also provided in the form of checklists and precedents, including a sample share structure, a sample resolution of the directors, and a sample section 85 transfer agreement. This paper is part of a collection presented at LESA’s Tax Law for Corporate/Commercial Transactions program in Calgary on October 17, 2019 and in Edmonton on October 28, 2019.  
  • 62137.03
    This paper discusses how section 86 of the Income Tax Act allows for the exchange of shares within the same corporation to occur on a tax-deferred basis when certain criteria are met. It identifies how section 86 differs from section 51, notes certain issues and situations to watch for, discusses the implications of the tax on split income (TOSI) regime, outlines considerations when working with accountant, shares best practices to implement in anticipation of Canada Revenue Agency review of section 86 transactions, and summarizes post-transaction issues and opportunities. A standard share exchange agreement is also provided. This paper is part of a collection presented at LESA’s Tax Law for Corporate/Commercial Transactions program in Calgary on October 17, 2019 and in Edmonton on October 28, 2019.  
  • 62137.02
    This paper has three main components. First, it discusses the purpose of a tax-deferred share exchange and introduces some fundamental concepts for planning and implementing a share exchange. Second, it contains a high-level discussion of the technical requirements and mechanics of section 51 of the Income Tax Act. Third, it reviews some practical issues that arise in planning or documenting a section 51 share exchange. This paper also includes a set of example documents for the implementation of a basic section 51 exchange of common shares for preferred shares by an individual shareholder. This paper is part of a collection presented at LESA’s Tax Law for Corporate/Commercial Transactions program in Calgary on October 17, 2019 and in Edmonton on October 28, 2019.  
  • 62120.02
    This paper examines the concept of corporate divorce, where one or both of the separating parties is either a shareholder or a director of a private corporation. The paper discusses, with the aid of a fictional case study, issues relating to ongoing business needs, child or spousal support obligations, director and personal liabilities, equitable matrimonial property division, and contractual and corporate law mechanisms for resolving shareholder conflicts. A checklist and precedents are included to help identify and mitigate a client’s personal liability and provide sample language for use in formal family law agreements. This paper is part of a collection presented at LESA’s 52nd Annual Refresher: Family Law program in Lake Louise on May 5–7, 2019.  
  • OC-62101
    Learn about effective legal support for corporate and commercial law. Topics discussed include corporate reorganizations; dividends, other distributions, and share redemptions; share purchases; asset purchases; and other commercial transactions. This on-demand program was originally presented as an in-person program in April 2019. Total running time is 3 hours, 35 minutes.
  • 62102.01
    This paper provides practical information related to share purchases. It discusses corporate minute book reviews and provides examples of resolutions to dispense with auditors, pre-closing documents, closing documents, common issues and traps, and more. Sample clauses and precedent documents, including a sample share sale/purchase agreement, are integrated throughout the paper. This paper is part of a collection presented at LESA’s Effective Legal Support: Corporate Law & Commercial Law programs in Edmonton on April 23, 2019 and in Calgary on April 30, 2019.  
  • 62110.05
    This paper discusses tax-related documents and transactions that business lawyers frequently encounter and prepare when working with small businesses. It provides an overview of the relevant tax concepts and identifies common pitfalls to avoid. Topics discussed include dividends, reorganizations, estate freezes, and backdating. Several precedents are also provided, including: resolutions of the sole director/directors, notice of eligible dividends, and sample price adjustment clauses. This paper is part of a collection presented at LESA’s Advising Small & Family Businesses program in Edmonton on February 6, 2019 and in Calgary on February 13, 2019.  
  • 62110.04
    Shareholder agreements often provide buyout mechanisms by which shareholders can control the disposition of shares. While well-drafted buyout mechanisms can protect shareholder interests and prevent disputes, they can also create unanticipated obligations on shareholders that give rise to litigation. This paper discusses three common buyout mechanisms: Rights-of-First-Refusal, Shot-Gun Clauses, and Drag-Along Clauses. Background information and principles of interpretation are discussed for each mechanism, as well as a review of relevant case law. Litigation issues that have arisen from buyout mechanisms are identified, and ways to improve strategies when relying upon, enforcing, and drafting buyout mechanisms are highlighted. This paper is part of a collection presented at LESA’s Advising Small & Family Businesses program in Edmonton on February 6, 2019 and in Calgary on February 13, 2019.  
  • 62110.03
    This paper reviews income splitting for small business owners. It discusses the expansion of tax on split income [TOSI] rules and their impact on capital gains. It also outlines TOSI exclusions, including excluded shares and businesses, reasonable returns, and safe harbor capital returns. This paper is part of a collection presented at LESA’s Advising Small & Family Businesses program in Edmonton on February 6, 2019 and in Calgary on February 13, 2019.  
  • 62109.04
    Licensing can be a flexible and effective method for transferring intellectual property rights. This paper reviews the basics of intellectual property licensing. Topics discussed include grant of rights, restrictions of use, responsibilities of the parties to the agreement, compensation structures, representations and warranties, and termination issues. This paper is part of a collection presented at LESA’s Intellectual Property Law for Non-IP Lawyers program in Edmonton on February 5, 2019 and in Calgary on February 12, 2019.