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This template letter, written from the perspective of counsel for a purchaser, provides sample clauses that will assist practitioners in determining the scope and depth of due diligence inquiries. This paper was presented at LESA’s Due Diligence in M&A Transactions webinar on January 21, 2021.
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This paper provides a general overview of corporate law and corporate law structures. It also highlights some of the issues that clients and their lawyers should consider when incorporating in Alberta.
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This paper provides an overview of fundamental changes and voluntary liquidations and dissolutions. It highlights the practical considerations that practitioners should be aware of when advising clients.
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This paper provides a general overview on guarantees provided by individuals, independent legal advice, and the scope of opinions for borrower and lender counsel in commercial lending transactions.
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Board dysfunction may operate at different levels and be multifactorial. Sources of such dysfunction may be systemic to the organization, the result of human behaviours, or a combination of both. This paper identifies potential causes of board dysfunction and offers some suggestions for addressing the problems. This paper was presented at LESA’s Board Governance for Not-for-Profit Organizations webinar on February 9, 2021.
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Lawyers, like other professionals, are often asked to participate on non-profit boards, which often involves providing that board with the presumed legal skills and legal guidance for board governance. This paper examines legal and governance structures of not-for-profit organizations. It further explores legal duties and obligations, potential liability (and how to avoid it), and key considerations for bylaws. This paper was presented at LESA’s Board Governance for Not-for-Profit Organizations webinar on February 2, 2021.
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Section 16(4) of the recently amended Divorce Act assumes that family law professionals have (or will acquire) a working knowledge of the concept of coercive control. This paper explores the general concept of coercive control, provides suggestions for screening for coercive control, and highlights how coercive behaviour manifests in the family law context. This paper was presented at LESA’s Coercive Control and Family Violence webinar on February 17, 2021.
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This paper discusses employment and labour consideration that arise when selling a business through a share purchase or an asset purchase. Both federal and provincial legislation are discussed, and topics include occupational health and safety, human rights, privacy, and workers’ compensation law. This paper is part of a collection presented at LESA’s Buying and Selling a Business program in Calgary on December 3, 2019 and in Edmonton on December 10, 2019.
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These materials include sample representations and warranties for both an asset sale and a share sale. Both samples include extensive annotated footnotes. Alternative sample knowledge definition clauses are also provided. This paper is part of a collection presented at LESA’s Buying and Selling a Business program in Calgary on December 3, 2019 and in Edmonton on December 10, 2019.
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This paper examines key preliminary business transaction considerations including timelines, due diligence, letters of intent, and confidentiality agreements. This paper is part of a collection presented at LESA’s Buying and Selling a Business program in Calgary on December 3, 2019 and in Edmonton on December 10, 2019.
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This paper discusses aspects of the business valuation exercise that may underlie or create consternation amongst shareholders, particularly in situations involving exits from a business. This paper is part of a collection presented at LESA’s Shareholder Disputes program in Calgary on October 25, 2019 and in Edmonton on October 29, 2019.
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This paper explores the extent to which Alberta law maintains a strict distinction between oppression remedy and derivative action. First, this paper distinguishes between personal action and derivative action in the context of Foss v Harbottle and discusses the Supreme Court of Canada’s recent Burnette decision outlining a two-step test that differentiates them. Next, this paper distinguishes between the nature of harm that must be established in each case. Finally, the paper assesses important appellate case law, including cases from the Alberta Court of Appeal. This paper is part of a collection presented at LESA’s Shareholder Disputes program in Calgary on October 25, 2019 and in Edmonton on October 29, 2019.
