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62563.07A purchase agreement often contains many representations and warranties. These provisions vary, including how long they remain in effect after the transaction is completed. Topics include both parties giving representation and warranties; fundamental, tax, and general (non-fundamental) representations and warranties; survival clauses; indemnification; scope of indemnity; representation and warranty insurance; and basket clauses. These materials are part of a collection presented at LESA’s Buying and Selling a Business program in Edmonton on February 6, 2026.
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62563.06This paper explores key provisions of purchase and sale agreements, and closing arrangements. It includes practice-oriented information, including sample clauses, drafting tips, and checklists to help counsel effectively draft and close transactions in Alberta. These materials are part of a collection presented at LESA’s Buying and Selling a Business program in Edmonton on February 6, 2026.
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62563.05There are innumerable financial, tax and accounting considerations in the purchase and sale of a business. This paper explores the more prominent items as well as those that are frequent points of contact among the professional advisors on a transaction. These materials are part of a collection presented at LESA’s Buying and Selling a Business program in Edmonton on February 6, 2026.
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62563.04Acting as counsel in business transactions is an interesting and dynamic practice area. There are pitfalls that can catch the unwary lawyer, and risks of litigation between parties to a transaction if a dispute arises. This paper provides guidance on pitfalls, disputes, and litigation for counsel engaged in transactions involving the purchase and sale of a business. These materials are part of a collection presented at LESA’s Buying and Selling a Business program in Edmonton on February 6, 2026.
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62564.05This paper explores the courts’ interpretive baseline, the use of the oppression remedy, appraisal and derivative tools under the Alberta Business Corporations Act (ABCA), and the enforceability of restrictive covenants in shareholder contexts. It also discusses which dispute resolution architectures in USAs tend to help or hinder efficient outcomes, and offers drafting guidance aligned with the remedies and interpretive trends most evident in Alberta jurisprudence. These materials are part of a collection presented at LESA’s In-Depth USAs program in Edmonton on November 20, 2025.
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62564.02There are many things to consider when drafting a Unanimous Shareholder Agreement. This paper explores the common errors and potential enhancements to consider when drafting a Unanimous Shareholder Agreement, and includes examples of situations where arguments might arise when they could easily have been avoided. These materials are part of a collection presented at LESA’s In-Depth USAs program in Edmonton on November 20, 2025.
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62564.01This paper explores the general overview of unanimous shareholder agreements (USAs) and common provisions including the purpose and benefits of a USA; legal effects and considerations; common provisions in USAs; governance structure and decision-making; financing and contribution obligations; share transfer restrictions and exit mechanisms; dispute resolution clauses; confidentiality and restrictive covenants; and more. This paper also summarizes nine case summaries all dealing with unique USAs. These materials are part of a collection presented at LESA’s In-Depth USAs program in Edmonton on November 20, 2025.
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62542.01It is important for lawyers advising on estate freezes, succession planning, and business restructurings to understand section 51 share exchanges. This paper explores section 51 requirements and benefits, common applications, pitfalls and red flags, and key provisions in section 51 agreement. These materials were presented at LESA’s Tax-Deferred Share Exchanges Under Section 51: A Primer for Lawyers webinar on October 7, 2025.
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62547.01Section 85 rollovers are a powerful tool for tax-deferred transfers—if you know how to use them properly. This paper explores the tools to confidently structure and document these transactions without falling into common traps. These materials were presented at LESA’s Advising on Section 85 Rollovers: A Practical Approach for Lawyers webinar on August 12, 2025.
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62495.04Unanimous shareholder agreements are powerful tools in corporate governance which blend contract law with statutory authority. This paper explores the legal framework for USAs in Alberta, their practical applications, and the key considerations shareholders and advisors should bear in mind when negotiating and relying on them. These materials are part of a collection presented at LESA’s Practice Foundations: Corporate Drafting program in Edmonton on June 5, 2025.
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62495.07While a corporation is not required to have bylaws, they are often used to formalize procedures and govern how various powers should be exercised. This paper explores the role of bylaws and how they are passed, and common and less common corporate bylaws. It also includes a set of model standard bylaws. These materials are part of a collection presented at LESA’s Practice Foundations: Corporate Drafting program in Edmonton on June 5, 2025.
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62505.01Understanding Section 86 share exchanges is crucial for lawyers advising clients on corporate reorganizations, estate freezes, and tax-efficient succession planning. This paper explores the practical knowledge to navigate the tax implications, avoid common pitfalls, and structure share exchanges effectively to confidently advise your clients. These materials were presented at LESA’s Section 86 Share Exchanges: Tax Considerations for Lawyers webinar on May 21, 2025.
