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62488.01This paper explores intergenerational rollover and capital gains deduction provisions for qualified farm property, reviews the rules for personally owned property and shares of a farm corporation, and reviews the rules for interest in a family farm partnership. It also explores certain rules for an intergenerational sale of a farm corporation by a parent to a corporation owned by children. This paper was presented at LESA’s Sowing Success: Tax Insights for Farmland Sales and Transfers webinar on February 19, 2025.
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62475.04This paper addresses considerations counsel should be aware of when drafting earn-out provisions and accounting issues that may impact earn-out provisions. It also provides a brief review of recent case law which illustrates the importance of addressing these areas of importance when drafting the agreement. This paper is part of a collection presented at LESA’s Commercial Contract Teardown program in Edmonton on December 11, 2024.
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62475.03A well-drafted restrictive covenant can protect the beneficiary from its counterparty’s use of information and connections, but a poorly drafted restricted covenant can result in unenforceability and uncertainty. This paper explores the background of restrictive covenants, canvasses the types of restrictive covenants common in commercial transactions, and provides guidance from case law to effectively draft restrictive covenants and achieve clear and enforceable provisions. This paper is part of a collection presented at LESA’s Commercial Contract Teardown program in Edmonton on December 11, 2024.
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62475.02This paper explores the two most common types of knowledge qualifiers found in commercial contracts, actual knowledge and constructive knowledge; the differing standards of knowledge qualifiers; sandbagging provisions; survival provisions; and materiality qualifiers. This paper is part of a collection presented at LESA’s Commercial Contract Teardown program in Edmonton on December 11, 2024.
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62475.01Arbitration clauses require careful consideration and cannot be treated as boilerplate provisions. This paper outlines a number of elements that will enable contract drafters to craft robust arbitration clauses, suitable for a variety of transactions – from the relatively simple to complex multi-party or multi-contract situations. This paper is part of a collection presented at LESA’s Commercial Contract Teardown program in Edmonton on December 11, 2024.
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62456.07Unbundled legal services offer significant advantages for certain and provide flexibility and affordability, empowering clients to better control their spending while tailoring legal support to specific tasks. Unbundled legal services also provide a number of benefits to legal practitioners including access to a large and growing market, a way to differentiate from competing firms, and the possibility of remote work. This paper explores these and other aspects of unbundled legal services. This paper is part of a collection presented at LESA’s Alberta Family Law Institute: Survive, Strive, Thrive program in Calgary on November 28–November 29, 2024.
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62471.01This paper explores a variety of business valuation considerations that are specific to the legal requirements for a business valuation; considerations that if ignored, could result in an improper determination of business value. This paper was presented at LESA’s Primer on Business Valuations in Legal Matters webinar on November 6, 2024.
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62458.02This paper explores the Franchises Act and relevant case law from the perspective of both a franchisor and franchisee. It highlights the challenges, risks, uncertainties, timing and procedures for proper disclosure, and the consequences for failure to meet all disclosure requirements. This paper was presented at LESA’s Franchise Terminations & Rescissions: What You Don’t Know Can Hurt You webinar on October 10, 2024.
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62458.01The Alberta Franchises Act is designed to assist prospective franchisees in making informed investment decisions by ensuring they receive timely and comprehensive disclosure from franchisors. This paper outlines key provisions of the Alberta Franchises Act, with a focus on its disclosure requirements and their practical implications for both franchisors and franchisees. This paper was presented at LESA’s Franchise Terminations & Rescissions: What You Don’t Know Can Hurt You webinar on October 10, 2024.
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62412.01This paper explores key documents in M&A Transactions and the negotiations involved in developing and finalizing them, including purchase and sale or similar agreements; asset vs. share vs. hybrid deals; ancillary agreements; and third party issues, including consent and notice requirements. This paper was presented at LESA’s Navigating Key Documents in M&A Transactions webinar on June 3, 2024.
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62377.08As business advisors, lawyers – both barristers and solicitors – face myriad ethical issues which require consideration of difficult and often disparate outcomes. The lawyer’s interests may be contrary to a client’s, or one client’s interests may be at odds with those of another. The outcome of the process impacts both clients and lawyer. This paper explores ethical decision-making, including those relating to AI and tech competency, confidentiality, and conflicts of interest. This paper is part of a collection presented at LESA’s Corporate/Commercial Refresher: Transactions and Litigation program in Lake Louise from May 2–5, 2024.
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62377.06This paper looks at whether demands by ESG activists are compatible with the corporate fiduciary duty and the legal duties of institutional investment managers. This paper is part of a collection presented at LESA’s Corporate/Commercial Refresher: Transactions and Litigation program in Lake Louise from May 2–5, 2024.
