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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.
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62377.05This paper provides an overview of USAs from a litigation perspective, including tips to avoid unnecessary disputes, and best practices for drafting USA provisions that are most likely to be the subject of litigation. It considers basic drafting considerations, shareholder rights and obligations, buyout rights, restrictive covenants, and purchase price determinations. 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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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.
