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  • 62027.04
    This paper focuses on restrictive covenants in employment contracts and commercial agreements. It discusses the different interpretations of restrictive covenants in employment contracts compared to business sale agreements. It also sets out the reasonableness criteria for restrictive covenants, and reviews the principles behind the criteria, with references to relevant case law. Additionally, hybrid agreements containing both an employment and commercial element are considered, including how to interpret restraint of trade clauses. Finally, severing unlawful portions of restrictive covenants to render them unenforceable is discussed. This paper includes sample non-competition, non-solicitation, and confidentiality agreements in the context of both a share purchase agreement and an asset purchase agreement. As well, sample restrictive covenant provisions for employment contracts are also included. 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.  
  • 62027.05
    This paper considers confidential information and the use of non-disclosure agreements. It provides an overview of confidential information and confidentiality agreements, and then discusses the elements of a non-disclosure agreement, including the purpose, terms, exceptions, liability, and mutual obligations. The return and destruction of confidential information is also discussed, as well as the survival of confidentiality obligations. Additionally, exceptions to the definition of confidential information are provided. A summary of non-disclosure agreement drafting tips is also included with the paper. 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.  
  • 62031.01
    This paper provides an overview of practical and substantive considerations for lawyers to effectively close the purchase and sale of a business. First, preparing ancillary agreements and other closing documents is reviewed. Next, the practical aspects of managing the transaction from start to finish are discussed, including tips for organization and handling the closing itself. Finally, a brief overview of post-closing considerations is provided. This paper also includes, as appendices, an example working group list, an example closing agenda, examples of master signature page documents, and an example signature checklist. This paper is part of a collection presented at LESA’s Buying and Selling a Business seminar held in Edmonton on March 2, 2017 and in Calgary on March 9, 2017.  
  • 62031.03
    This paper provides an overview of the primary pre-transaction considerations that lawyers should take into account when advising clients on the buying or selling of an Alberta-based privately-owned business. The paper discusses preliminary agreements, such as confidentiality/non-disclosure agreements, letters of intent, exclusivity agreements, and broker agreements. Regulatory considerations are also highlighted, with a particular focus on the Investment Canada Act, Competition Act, Foreign Ownership of Land Regulations, and privacy regulations. Additionally, commonly used transaction structures (i.e., asset sale or share sale) and mechanisms related to purchase price calculation and payment are considered. Finally, pre-transaction best practices and considerations in the due diligence context are discussed. This paper is part of a collection presented at LESA’s Buying and Selling a Business seminar held in Edmonton on March 2, 2017 and in Calgary on March 9, 2017.  
  • 62031.05
    This paper considers select tax issues and opportunities in structuring the purchase and sale of a business. In particular, it reviews the relevant considerations when deciding whether to structure a sale as assets or shares, and the tax issues that may arise. Additionally, it discusses how vendors can plan ahead and prepare for a sale in order to maximize after-tax return, including qualifying for the capital gains exemption. It also considers the impact of the repeal of the Eligible Capital Property rules on the structure of a purchase and sale as a hybrid transaction, and uses an example case study to demonstrate the concepts being discussed. Finally, it highlights the restrictive covenant rules relevant to the purchase and sale of a business. This paper is part of a collection presented at LESA’s Buying and Selling a Business seminar held in Edmonton on March 2, 2017 and in Calgary on March 9, 2017.  
  • OC-62025
    Lawyers are often called on by clients, friends, and family to answer legal questions in areas outside their primary area of practice. Learn how to competently answer some of the most frequently raised questions across a broad spectrum of practice areas, such as:
    • I have nothing to hide; why not tell the police everything?
    • My position has just changed; have I been constructively dismissed?
    • I just got fired; is this severance package “fair”?
    [embed width="640" height="480"]https://vimeo.com/211021650[/embed] Running Time: 5 hours, 26 minutes Date: March 2017 NOTE: LESA Library subscribers should check the Library for their special registration offer.  

    Please enter the first name, last name, and email of the person who will be viewing the Seminar on Demand in the billing details section on the next page. If multiple lawyers or staff members in your firm would like to access this on-demand program (recorded from a past in-person program), please contact [email protected] for pricing. Please note: The views and opinions of the presenters are their own and do not necessarily reflect the views or opinions of the Legal Education Society of Alberta.
  • 62013.06
    This paper provides an overview of human rights considerations in the employment law context, with a particular focus on Alberta law. It includes an overview of the protected grounds in the Alberta Human Rights Act, as well as a review of the considerations involved in making a human rights complaint in Alberta, including limitation periods, establishing a case of discrimination, and types of discrimination. Finally, the duty to accommodate is discussed, highlighting undue hardship, rights and responsibilities in the accommodation process, and the defence of bona fide occupational requirement.
    This paper is part of a collection presented at LESA’s Employment Law Fundamentals program in Edmonton on October 5, 2016 and in Calgary on October 13, 2016.
     
  • 62013.05
    Understanding how to anticipate and gauge damages is key for any practitioner in employment law. This paper provides an overview of the issues to consider in a damages assessment, including reasonable notice and valuation, economic factors, additional damages (punitive, exemplary, and aggravated), mitigation, the duty of honesty and good faith, and other causes of action. References to relevant case law are included throughout the paper.
    This paper is part of a collection presented at LESA’s Employment Law Fundamentals program in Edmonton on October 5, 2016 and in Calgary on October 13, 2016.
     
  • 62013.04
    It is important for employers to understand their obligations and legal entitlements to terminate employment. This paper examines scenarios of with cause and without cause terminations, including a discussion of notice periods, inducement, bad faith damages, elements of remuneration, and the duty to mitigate. Additionally, unlawful termination through constructive dismissal is also addressed.
    This paper is part of a collection presented at LESA’s Employment Law Fundamentals program in Edmonton on October 5, 2016 and in Calgary on October 13, 2016.
     
  • 62013.03
    This paper provides an overview of the common law fiduciary obligations of key employees and the application of such fiduciary obligations during the course of employment and post-employment. Additionally, an overview of restrictive covenants in the employment context is provided, and the enforceability of such provisions in employment contracts is discussed. References to current and relevant case law and legislation are included throughout the paper. This paper is part of a collection presented at LESA’s Employment Law Fundamentals program in Edmonton on October 5, 2016 and in Calgary on October 13, 2016.
  • 62013.02
    This resource identifies 10 considerations for employment contracts, and provides supporting case citations for each. Items discussed include: offer and acceptance, crystallization of terms, terminating a contract, probationary periods, the Employment Standards Code, changing a contract, among others.
    This paper is part of a collection presented at LESA’s Employment Law Fundamentals program in Edmonton on October 5, 2016 and in Calgary on October 13, 2016.
  • 62013.01
    This paper provides an introduction to the fundamentals of employment contracts and the laws governing termination of employment. As well, the legal distinction between unionized and non-unionized employment is briefly discussed. This paper also includes a list of items that a lawyer should address in an initial client meeting dealing with termination of employment, and outlines the relevance of each item.
    This paper is part of a collection presented at LESA’s Employment Law Fundamentals program in Edmonton on October 5, 2016 and in Calgary on October 13, 2016.