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62047.03This paper addresses a number of topics related to commercial lease transfers, including the hybrid nature of leases, assignments, subleases, change of control, wrap-around leases, and non-disturbance agreements. This paper is part of a collection presented at LESA’s Commercial Leasing Challenges seminar in Edmonton on June 6, 2017 and in Calgary on June 8, 2017.
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62047.02This paper reviews recent case law relating to commercial leasing and considers standard clauses in commercial leases that are often overlooked. In particular, it discusses security deposits and prepaid rent, sufficiency of premises descriptions, validity of lease caveats, conditions precedent to options, certainty of terms, fundamental breach, and lease rectification. This paper is part of a collection presented at LESA’s Commercial Leasing Challenges seminar in Edmonton on June 6, 2017 and in Calgary on June 8, 2017.
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62047.01This paper highlights risk management considerations for both landlords and tenants to mitigate the risks inherent in commercial real estate. Some of the commercial tenant considerations and clauses discussed include: damage and destruction, right to terminate, rent abatement, force majeure, and destruction and catastrophic loss. Additional commercial landlord considerations discussed include: rebuilding clauses, tenant improvement, and rental loss insurance. This paper is part of a collection presented at LESA’s Commercial Leasing Challenges seminar in Edmonton on June 6, 2017 and in Calgary on June 8, 2017.
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62043.06This paper addresses the interface between the rights of judgment creditors and those of secured creditors with respect to personal property. It outlines the priority rules that apply between judgment creditors and secured creditors, and discusses the manner in which priority determines the salability of property to enforce a claim and the distribution of funds generated by enforcement action taken by a judgment creditor or a secured creditor. The paper also includes a number of example scenarios to illustrate concepts discussed. This paper is part of a collection presented at LESA’s Personal Property Security and Debt Recovery Essentials program in Edmonton on May 17, 2017 and in Calgary on May 24, 2017.
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62043.05This paper provides a survey of case law on federal Crown priorities, with a particular emphasis on deemed-trust and enhanced garnishment mechanisms for source deductions and GST claims. Additional cases examining the “deemed security interest” and the “debts of equal degree” Crown prerogative are also discussed. This paper is part of a collection presented at LESA’s Personal Property Security and Debt Recovery Essentials program in Edmonton on May 17, 2017 and in Calgary on May 24, 2017.
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62043.04This paper provides an overview of the enforcement remedies available to secured creditors under the Personal Property Security Act, receivership, and bankruptcy proceedings. In particular, the priority position of secured creditors and the impact of the enforcement process implemented on those priority positions is discussed. This paper is part of a collection presented at LESA’s Personal Property Security and Debt Recovery Essentials program in Edmonton on May 17, 2017 and in Calgary on May 24, 2017.
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62043.03This paper examines new and emerging legislative and judicial developments in personal property security law and highlights fundamental principles that underlie the Personal Property Security Act [PPSA]. It includes a discussion of conflict of laws provisions, operational features of the PPSA, and significant legislative changes relating to aircraft and Bank Act security. The paper also reviews recent jurisprudence related to the effect of misdescription of collateral in security agreements, buyer cut-off rules, registration errors, and the effect of a subsequent registration lapse on priorities. This paper is part of a collection presented at LESA’s Personal Property Security and Debt Recovery Essentials program in Edmonton on May 17, 2017 and in Calgary on May 24, 2017.
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62043.01This paper reviews due diligence in lending transactions. It discusses the purpose of due diligence and what should be reviewed. The paper identifies and provides detailed explanations of the types of due diligence searches that should be performed in a financing transaction, including corporate due diligence, personal property collateral, real property collateral, and other inquiries. This paper is part of a collection presented at LESA’s Personal Property Security and Debt Recovery Essentials program in Edmonton on May 17, 2017 and in Calgary on May 24, 2017.
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62040.05This paper provides an overview of changes to corporate structures. It discusses amendments to articles of incorporation and bylaws. It also discusses continuances, amalgamations, arrangements, asset sales, and going private transactions. In addition, the paper reviews how to terminate a corporation, including voluntary and involuntary dissolution and dissolution by a director. This paper is part of a collection presented at LESA’s Corporate Procedure Fundamentals seminar in Edmonton on May 3, 2017 and in Calgary on May 10, 2017.
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62040.03This paper reviews best practices for corporate minute books. It provides an overview of minute books, and discusses annual filing requirements and the corporate registry electronic filing system. It also suggests best practices for record keeping and identifies corrections for common minute book errors and discrepancies. This paper is part of a collection presented at LESA’s Corporate Procedure Fundamentals seminar in Edmonton on May 3, 2017 and in Calgary on May 10, 2017.
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62040.02This paper highlights important issues that should be considered when incorporating in Alberta. Topics discussed include: determining whether to incorporate federally or provincially; determining the corporate name; preparing articles of incorporation, including share classes and restrictions; and considerations for notice of registered address and notice of directors. The paper includes a sample incorporation checklist for Alberta. This paper is part of a collection presented at LESA’s Corporate Procedure Fundamentals seminar in Edmonton on May 3, 2017 and in Calgary on May 10, 2017.
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62027.02This paper provides tips and considerations for drafting and negotiating contracts and other legal documents. The discussion includes suggestions for betting understanding a client’s needs and wishes, including key questions to ask clients about their business and their future plans. As well, tips for building rapport and negotiating with opposing counsel are provided, including suggestions for dealing with situations where the opposing party is unrepresented. Finally, strategies for drafting documents, or reviewing documents drafted by the other side, are also discussed. This paper is part of a collection presented at LESA’s Contract Review and Clause Negotiation seminar held in Edmonton on February 15, 2017 and in Calgary on February 23, 2017.
