Areas of Law
Areas of Law
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  • 62000.02
    There are multiple ways in which privacy issues can arise in an employment setting. The balancing act between an employee’s privacy interests and employers’ interests in maintaining a functioning workplace continue to evolve, especially with the increasing popularity of social media and the ubiquity of electronic data. Through use of examples and case law analyses, this paper provides a rich overview of two key areas where privacy issues can arise: employers collecting or disclosing private information of employees and employees improperly accessing or disclosing private information in employers’ custody. This paper is part of a collection presented at LESA’s 2019 Privacy Update program.
  • 62003.05
    This paper discusses recent updates and practice tips in the context of employment law. First, it provides a review of common questions from employers and employees on a number of issues, including notice of termination, single incident dismissal, constructive dismissal, dismissal without cause, mitigation, settlement, among others. Next, the authors discuss the benefits of having a written employment contract, as well as essential terms for contracts. Finally, termination of employment, particularly in the context of “just cause”, is considered, as well as how to manage recently disciplined employees who request medical leave. This paper is part of a collection presented at LESA's Complete Lawyer program in Lethbridge on May 6, 2016.
  • 62003.03
    This paper examines the top questions often asked by clients with respect to starting, maintaining, and ending a business. In particular, the author provides answers to the following questions: What are the types of business structures? Can investors be offered shares in a corporation? Is a unanimous shareholder agreement necessary if all shareholders are family members? What types of financing are available for corporations? How do you take cash out of a corporation? What expenses can be written off through a corporation? When should you implement a holding corporation structure? How do you transition a corporation to children/employees? Should you sell shares or assets when selling a corporation? How do you dissolve a corporation? Each of the foregoing questions is addressed and explained in this paper. This paper is part of a collection presented at LESA's Complete Lawyer program in Lethbridge on May 6, 2016.
  • 61992.06
    When a shareholder leaves an owner-operated business to strike out on his or her own, disputes over whether business was unfairly taken can result. To avoid such disputes, it is good practice to include a non-competition clause in the unanimous shareholder agreement. This paper provides a review of non-competition clauses generally, as well as in the context of unanimous shareholder agreements, with a particular focus on relevant case law. Additionally, enforcement of non-compete clauses is discussed, including a consideration of the scope of restricted activities, duration, and geographical scope of the restriction.
    This paper is part of a collection presented at LESA’s Unanimous Shareholder Agreement Disputes program in Edmonton on April 6, 2016 and in Calgary on April 20, 2016.
     
  • 61992.04
    This paper reviews the general principles of arbitration and its application to unanimous shareholder disputes. It discusses confidentiality considerations in arbitration proceedings, and looks at expert determination versus arbitration, with suggested factors to consider when determining which process is best for a client. As well, potential upcoming arbitral statutory changes are highlighted in relation to arbitration for unanimous shareholder disputes.
    This paper is part of a collection presented at LESA’s Unanimous Shareholder Agreement Disputes program in Edmonton on April 6, 2016 and in Calgary on April 20, 2016.
     
  • 61992.03
    In any flow of funds between corporations and shareholders, tax consequences should be considered to ensure profits are distributed without an excessive tax burden. Certain drafting techniques in unanimous shareholder agreements can help to ensure shareholders are positioned to equitably share tax pools and access exemptions on sale. In that context, this paper provides a general overview of the tax relationship between corporations and shareholders, and considerations that apply to ongoing operations, as well as to share sales and other dispositions. Drafting tips for optimizing tax efficiencies are identified, and common drafting errors or oversights that may lead to missed tax planning opportunities are discussed.
    This paper is part of a collection presented at LESA’s Unanimous Shareholder Agreement Disputes program in Edmonton on April 6, 2016 and in Calgary on April 20, 2016.
     
  • 61992.02
    This paper provides drafting tips and a discussion of best practices to avoid or put your client in a better position when it comes to unanimous shareholder agreement disputes. The paper is divided into 3 main components. In the first part, key areas where disputes may arise among shareholders in the operation or disposition of a company are identified, and sample clauses are provided to help clients avoid these disputes. The second part of the paper includes a discussion of enduring powers of attorney versus irrevocable powers of attorney. Finally, the third part contains a brief case study that will serve as a guide when enforcing a drag-along clause in a unanimous shareholder agreement.
    This paper is part of a collection presented at LESA’s Unanimous Shareholder Agreement Disputes program in Edmonton on April 6, 2016 and in Calgary on April 20, 2016.
     
  • 61992.01
    This paper discusses, in 3 parts, shareholder oppression, derivative actions, and winding up. In the first part, oppression is discussed in the context of the leading Canadian case, Re BCE Inc, 2008 SCC 69. Available remedies for oppression are discussed, as well as who has standing to bring an oppression action. In the second part, derivative actions are reviewed, including the four-part test to bring a derivative action, as laid out in s 240(2) of the Alberta Business Corporations Act, RSA 2000, c B-9. The last part of the paper looks at winding up, including a background discussion on seminal case law, and a consideration of what is “just and equitable.” Each part also contains a list of applicable Alberta case law. Additionally, included as appendices are a sample originating application for oppression, sample originating application for leave to apply for a derivative action, and sample supporting affidavit. This paper is part of a collection presented at LESA’s Unanimous Shareholder Agreement Disputes program in Edmonton on April 6, 2016 and in Calgary on April 20, 2016.
  • 61979.04
    Well drafted bylaws serve as an invaluable tool for those who look to them for guidance. This paper provides clarity and guidance with respect to the bylaw drafting process. The authors’ analysis focuses primarily on statutory requirements and their incorporation into the bylaws. Several overarching subject matters applicable to drafting bylaws are addressed, including provisions related to directors, committees, officers, shares, and meetings of shareholders. A sample corporate bylaw and a sample advance notice bylaw are also provided.
    This paper is part of a collection presented at LESA’s Corporate Drafting seminar in Edmonton on December 2, 2015 and in Calgary on December 9, 2015.
     
  • 61961.05
    Many considerations go into a licensing agreement. A well-drafted agreement must address all of the complexities inherent in the parties’ relationships and must anticipate all potential contingencies, providing a mechanism for dealing with them.
    This 36-page paper covers a selection of common topics relating to licensing, including:  intellectual property due diligence, types of licensing arrangements, licensing grants and use restrictions, royalty provisions, risk allocation, term and termination, technology licenses, software licenses and related maintenance and support services, and ‘software as a service’ agreements.
    This paper is part of a collection presented at LESA’s Technology Contracts program in September, 2015.
  • 61961.04
    The escrow agreement provides a vehicle for a service provider to deposit certain materials, like source code, into escrow with a neutral third-party escrow agent. That agent maintains the source code in a confidential depository, for the customer’s benefit. This paper discusses the common features of and drafting issues relating to a typical escrow agreement, from both the perspective of the software vendor and the customer. This paper is part of a collection presented at LESA’s Technology Contracts program in September, 2015.