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  • 62564.05

    Unanimous Shareholder Agreements: A Litigator’s Perspective on Dispute Resolution and Drafting Considerations

    $35.00
    This 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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  • 62564.02

    Common Pitfalls and Errors in Unanimous Shareholder Agreements

    $65.00
    There 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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  • 62564.01

    General Overview of Unanimous Shareholder Agreements (USAs) and Common Provisions

    $65.00
    This 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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  • 62542.01

    Tax-Deferred Share Exchanges Under Section 51: A Primer for Lawyers

    $35.00
    It 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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  • 62547.01

    An Introduction to Subsection 85(1): Transferring Assets to Private Corporations

    $35.00
    Section 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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  • 62495.04

    Unanimous Shareholder Agreements: A Primer

    $35.00
    Unanimous 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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  • 62495.07

    Corporate Bylaws

    $35.00
    While 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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  • 62505.01

    Section 86 Share Exchanges: Fact Sheet

    $35.00
    Understanding 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.
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  • 62484.01

    Early-Stage Agreements: Term Sheets, Letters of Intent and Other Preliminary Agreements in Private M&A

    $35.00
    This 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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  • 62484.02

    Fiduciary Duties in Private M&A: Can Fiduciary Duties Be Waived?

    $35.00
    This 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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  • 62484.03

    Canadian Trends in Representation and Warranty Insurance

    $35.00
    This 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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  • 62484.04

    A Miscellany of Sometimes Atypical Vendor Protection Considerations

    $65.00
    This 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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