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62484.01This paper explores a variety of pre-transaction agreements that frequently occur in private mergers and acquisitions. It details their purposes, provides strategies for their use, and considers benefits and drawbacks when considering whether to utilize one agreement over another in certain situations. These materials are part of a collection presented at LESA’s Legal Strategies in Mergers & Acquisitions program in Edmonton on April 29, 2025.
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62484.02This paper explores fiduciary duties, including codified duties set out in the Business Corporations Act, and considers whether fiduciary duties can be waived as a whole by contract or otherwise. As part of this consideration, it examines ways that directors and officers can shield themselves for liability in situations where the corporate opportunities doctrine is engaged. These materials are part of a collection presented at LESA’s Legal Strategies in Mergers & Acquisitions program in Edmonton on April 29, 2025.
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62484.03This paper explores the representation and warranty insurance product; its cost, benefits, and drawbacks; and provides a summary of key drafting considerations for M&A lawyers to avoid common pitfalls in purchase and sale agreements that are underwritten by insurance. These materials are part of a collection presented at LESA’s Legal Strategies in Mergers & Acquisitions program in Edmonton on April 29, 2025.
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62484.04This paper explores vendor protection considerations that are often overlooked, or if they are considered, they may be insufficiently done so. Topics addressed include: helping clients manage their expectations, earn outs, liability of limited partners in other jurisdictions, securing unpaid dividends and redemption amounts, vendor take back arrangements, entire agreement clauses, releasing directors, T4 tax slips, wire transfers, paying out encumbrances, differing time zones, ownership of emails and privileged communications, association/loss of CCPC status, fraud, warranty expirations, widow/widower clauses, indemnity limitations, minute books, non-competition agreements or clauses, and more. These materials are part of a collection presented at LESA’s Legal Strategies in Mergers & Acquisitions program in Edmonton on April 29, 2025.
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62484.05This paper discusses common issues arising in private mergers and acquisitions, where owner-manager sellers have implemented tax-planned structures, and the benefits available under properly executed and maintained ownership structures. One primary case study will be used to explain the purpose of a simplified but common tax-planned structure and the benefits derived by sellers. A secondary case study shows a non-tax-planned structure to juxtapose against the primary case study, illustrating the disadvantages of not engaging in tax planning in advance of a contemplated sale. These materials are part of a collection presented at LESA’s Legal Strategies in Mergers & Acquisitions program in Edmonton on April 29, 2025.
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OC-62484-6It has been established in Canadian law that parties to an agreement have a duty of honesty and good faith in the performance of their contractual obligations. Canadian courts have had the opportunity to consider the application of this duty in a variety of circumstances relevant to M&A practitioners. This on-demand program outlines certain developments in this important area. This on-demand program was originally presented as an in-person program titled Legal Strategies in Mergers & Acquisitions on April 29, 2025. Total running time is 37 minutes.
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OC-62484-5Explore common issues arising in private mergers and acquisitions, where owner-manager sellers have implemented tax-planned structures, and the benefits available under properly executed and maintained ownership structures. This on-demand program was originally presented as an in-person program titled Legal Strategies in Mergers & Acquisitions on April 29, 2025. Total running time is 58 minutes.
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OC-62484-4Explore vendor protection considerations that are often overlooked, or if they are considered, they may be insufficiently done so, including earn outs, liability of limited partnerships, entire agreement clauses, differing time zones, warranty expirations, and more. This on-demand program was originally presented as an in-person program titled Legal Strategies in Mergers & Acquisitions on April 29, 2025. Total running time is 1 hour, 13 minutes.
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OC-62484-3Representation and Warranty Insurance is an effective tool that can increase the efficiency of transactions while reducing costs and risk. Explore the representation and warranty insurance product, including its cost, benefits, and drawbacks. Examine key drafting considerations for M&A lawyers to avoid common pitfalls in purchase and sale agreements that are underwritten by insurance. This on-demand program was originally presented as an in-person program titled Legal Strategies in Mergers & Acquisitions on April 29, 2025. Total running time is 1 hour, 3 minutes.
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OC-62484-2Fiduciary duties are fundamental, mandatory obligations that directors and officers owe exclusively to the corporation, and not directly to shareholders, creditors, or other stakeholders. Explore fiduciary duties, including codified duties set out in the Business Corporations Act, and consider whether fiduciary duties can be waived as a whole by contract or otherwise. This on-demand program was originally presented as an in-person program titled Legal Strategies in Mergers & Acquisitions on April 29, 2025. Total running time is 46 minutes.
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OC-62484-1Explore a variety of pre-transaction agreements that frequently occur in private mergers and acquisitions. Examine their purposes, strategies for their use, and explore benefits and drawbacks when considering whether to utilize one agreement over another in certain situations. This on-demand program was originally presented as an in-person program titled Legal Strategies in Mergers & Acquisitions on April 29, 2025. Total running time is 41 minutes.
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OC-62494Explore common types of corporate reorganizations, including amalgamations and share exchanges, and it will examine strategies for drafting and reviewing documents specific to reorganizations. This on-demand program was originally broadcasted as a live webinar on March 26, 2025. Total running time is 1 hour, 3 minutes.
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