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62379.01Good legal writing is vital to be able to clearly communicate with or advocate for clients. An overriding purpose in both writing and drafting is to communicate: to convey a message from one’s mind to the readers. This paper focuses on clarity, concision, and engagement. Topics include history of legal writing, plain language, plain language writing guidelines, contract language, and artificial intelligence in legal drafting. This paper was presented at LESA’s Drafting Effective Contracts webinar on January 31, 2024.
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62353.02Protecting a client always requires considering their individual circumstances, including capacity. This paper outlines the obligation of a commercial solicitor to assess capacity, provides identifiers for when capacity might be in question, and explores best practices for fulfilling any duty to assess capacity. This paper was presented at LESA’s Incapacity of a Corporate Director or Shareholder webinar on September 12, 2023.
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62353.01The incapacity of a director or shareholder in a corporation can significantly impact a business. This paper explores how private companies incorporated or continued under the Alberta Business Corporation’s Act (“ABCA”) can react to and prepare for the incapacity of a director or shareholder. This paper was presented at LESA’s Capacity Issues in Commercial Matters webinar on September 12, 2023.
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62299.04Intellectual property (IP) is one of the most valuable assets of a startup. A thorough IP strategy does not guarantee success, but future investors and potential purchasers will consider IP as an important asset. This paper examines early IP protection strategies to achieve overall growth and success of a startup company. This paper was presented at LESA’s Advising Tech-Enabled Startup Companies webinar on May 30, 2023.
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62299.03Technology-enabled startup companies have many unique needs, one being the need to raise capital to rapidly grow their businesses. This paper explores the following key topics related to technology-enabled startup companies:
- Preliminary concepts relating to the funding of a high-growth startup company
- How startups are valued, why it is difficult to value a startup company in the early stages of development, and ways that investors and companies address this difficulty
- The three investment structures that are commonly implemented in the early stages of a startup company’s development
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62299.02Tax can be a particularly important consideration for high growth startup businesses as free cash flow is one of the most important attributes for a business seeking to grow quickly. This paper explores common tax considerations for the business entity as well as any key shareholders or stakeholders. This paper was presented at LESA’s Advising Tech-Enabled Startup Companies webinar on May 30, 2023.
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62325.01Tracking the chronological order of an income tax dispute, this paper provides guidance on how to navigate such disputes. Topics include authorization to represent a taxpayer, audits, assessments/reassessments, objections, appeals to the Tax Court of Canada, appeals to the Federal Court of Appeal, collections, and other remedies. This paper was presented at LESA’s Dealing with Tax Disputes webinar on April 12, 2023.
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62289.02Being on the board of directors of a corporation that is facing insolvency can be a stressful and challenging experience. Directors will have concerns as to the scope of their personal liability and how their duties and obligations may change. This paper provides a high-level discussion on the legal duties of directors prior to and leading up to an insolvency. This paper is part of a collection presented at LESA’s Bankruptcy and Insolvency Essentials program in Edmonton on March 15, 2023.
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62308.01While every corporation in Alberta must have a minute book, not all minute books look the same. This paper looks at the statutory requirements for minute books, considers who is entitled to access minute books, and provides direction on updating and maintaining minute books. It also provides guidance and suggestions on reviewing minute books in two contexts: (1) becoming a new registered office, records office, and/or agent for service of a corporation; and (2) for transactional and/or due diligence purposes. This paper is part of a collection presented at LESA’s Commercial and Corporate Transactions for Legal Support Staff program in Edmonton on February 9, 2023 and in Calgary on February 23, 2023.
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62308.04What due diligence is required for a transaction will depend on a variety of factors. This paper explores how to effectively conduct due diligence, how to analyze and interpret the results of such information gathering, and provides general tips. This paper is part of a collection presented at LESA’s Commercial and Corporate Transactions for Legal Support Staff program in Edmonton on February 9, 2023 and in Calgary on February 23, 2023.
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62314.03A corporation’s directors typically don’t plan for insolvency until it’s too late, such that they seek advice from lawyers or a Licensed Insolvency Trustee well after any problems arise. By then it may be too late to take steps to minimize the damage to the corporation and to the directors themselves. From the perspective of a Licensed Insolvency Trustee to directors, this paper explores directors’ responsibilities before, during, and after a corporate insolvency filing. It also addresses the personal benefits and risks of a formal corporate insolvency filing and the potential exposure they may have as a director of an insolvent corporation. This paper is part of a collection presented at LESA’s Directors and Officers: Duties, Liabilities, Coverages program in Edmonton on January 26, 2023.
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62314.02Taking on the role of a director on a board can be a fulfilling experience but it comes with many responsibilities. Before taking on this responsibility, potential directors should ensure that they: (1) are aligned to the organization’s goals, (2) are prepared to spend the time required on the duties, and (3) have done their due diligence about organizational risk. This paper provides a helpful framework for Alberta lawyers who are interested in serving on a board of directors. This paper is part of a collection presented at LESA’s Directors and Officers: Duties, Liabilities, Coverages program in Edmonton on January 26, 2023.
