No products in the cart.
Search LESA Resources
Areas of Law
Content Type
Author
Find by author/faculty...
Date
-
62314.04Attempting to pierce the corporate veil can be risky. This paper explores the history of piercing the corporate veil and some key considerations that lawyers should keep in mind when they contemplate doing so. This paper is part of a collection presented at LESA’s Directors and Officers: Duties, Liabilities, Coverages program in Edmonton on January 26, 2023.
-
62027.03This paper addresses boilerplate provisions in contracts. It highlights 10 common boilerplate provisions, and discusses why to include or exclude them in an agreement. It also provides sample boilerplate clauses. The provisions discussed include: recitals and attachments; heading, articles, and sections; entire agreement; no waiver; severability; assignments; governing law; counterparts; time of essence; and notice. This paper is part of a collection presented at LESA’s Contract Review and Clause Negotiation seminar held in Edmonton on February 15, 2017 and in Calgary on February 23, 2017.
-
62014.09This paper examines common tax issues encountered in general practice, and provides a summary of recent developments in legislation, administrative practice, and case law. It is especially relevant to those practitioners involved in the purchase or sale of businesses or in the set up and reorganization of family businesses and other closely-held corporate structures. In particular, the following topics are discussed: the sale of goodwill, the small business deduction, surplus stripping by individuals, and capital gains stripping by corporations. This paper is part of a collection presented at LESA's 6th Annual Law & Practice Update program in Calgary on October 14 & 15, 2016.
-
62484.04This 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.
-
61918.04This author provides insight into common accounting and tax principles that lawyers, acting as business advisors to agricultural operations, often apply to proactive planning. Some of the topics covered include drought deferral, restricted farm losses, tax planning opportunities, and death of a tax payer. Precedents attached. This paper was presented at the Family Farm Issues program in May 2014.
-
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.
-
62484.05This paper discusses common issues arising in private mergers and acquisitions, where owner-manager sellers have implemented tax-planned structures, and the benefits available under properly executed and maintained ownership structures. One primary case study will be used to explain the purpose of a simplified but common tax-planned structure and the benefits derived by sellers. A secondary case study shows a non-tax-planned structure to juxtapose against the primary case study, illustrating the disadvantages of not engaging in tax planning in advance of a contemplated sale. These materials are part of a collection presented at LESA’s Legal Strategies in Mergers & Acquisitions program in Edmonton on April 29, 2025.
-
62208.01Lawyers, 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.
-
61901.01This paper seeks to define the term “social enterprise” and goes on to address questions like these: what considerations arise in giving advice to charities and not-for-profit organizations involving social enterprise? How does social enterprise currently fit into our legal system? What are the issues for individuals wanting to set up a social enterprise? Includes a list of reference materials including cases and articles. This paper was presented at the Advising Charities, Not-for-Profits, and Social Enterprises Seminar in November 2013.
-
61832.05This paper provides an overview of the function of the Alberta Securities Commission, its organization, and the roles and responsibilities of each branch. It then discusses the mechanisms available to the ASC for enforcement of securities laws and the forums in which it may deal with contraventions and initiate hearings. Gain insight into the procedures for investigations, hearings, appeals of decisions, and the range of orders that can be made by the ASC. This paper was drawn from materials presented at The Practical Side of Administrative Agencies, Boards, and Tribunals program held in April 2012.
-
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
-
62137.02This paper has three main components. First, it discusses the purpose of a tax-deferred share exchange and introduces some fundamental concepts for planning and implementing a share exchange. Second, it contains a high-level discussion of the technical requirements and mechanics of section 51 of the Income Tax Act. Third, it reviews some practical issues that arise in planning or documenting a section 51 share exchange. This paper also includes a set of example documents for the implementation of a basic section 51 exchange of common shares for preferred shares by an individual shareholder. This paper is part of a collection presented at LESA’s Tax Law for Corporate/Commercial Transactions program in Calgary on October 17, 2019 and in Edmonton on October 28, 2019.
1
2
3
…
13
Next