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62484.01This 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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62484.02This 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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62484.03This 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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62484.04This 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.
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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.
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62488.01This paper explores intergenerational rollover and capital gains deduction provisions for qualified farm property, reviews the rules for personally owned property and shares of a farm corporation, and reviews the rules for interest in a family farm partnership. It also explores certain rules for an intergenerational sale of a farm corporation by a parent to a corporation owned by children. This paper was presented at LESA’s Sowing Success: Tax Insights for Farmland Sales and Transfers webinar on February 19, 2025.
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62475.04This paper addresses considerations counsel should be aware of when drafting earn-out provisions and accounting issues that may impact earn-out provisions. It also provides a brief review of recent case law which illustrates the importance of addressing these areas of importance when drafting the agreement. This paper is part of a collection presented at LESA’s Commercial Contract Teardown program in Edmonton on December 11, 2024.
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62475.03A well-drafted restrictive covenant can protect the beneficiary from its counterparty’s use of information and connections, but a poorly drafted restricted covenant can result in unenforceability and uncertainty. This paper explores the background of restrictive covenants, canvasses the types of restrictive covenants common in commercial transactions, and provides guidance from case law to effectively draft restrictive covenants and achieve clear and enforceable provisions. This paper is part of a collection presented at LESA’s Commercial Contract Teardown program in Edmonton on December 11, 2024.
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62475.02This paper explores the two most common types of knowledge qualifiers found in commercial contracts, actual knowledge and constructive knowledge; the differing standards of knowledge qualifiers; sandbagging provisions; survival provisions; and materiality qualifiers. This paper is part of a collection presented at LESA’s Commercial Contract Teardown program in Edmonton on December 11, 2024.
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62475.01Arbitration clauses require careful consideration and cannot be treated as boilerplate provisions. This paper outlines a number of elements that will enable contract drafters to craft robust arbitration clauses, suitable for a variety of transactions – from the relatively simple to complex multi-party or multi-contract situations. This paper is part of a collection presented at LESA’s Commercial Contract Teardown program in Edmonton on December 11, 2024.
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62471.01This paper explores a variety of business valuation considerations that are specific to the legal requirements for a business valuation; considerations that if ignored, could result in an improper determination of business value. This paper was presented at LESA’s Primer on Business Valuations in Legal Matters webinar on November 6, 2024.
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62458.02This paper explores the Franchises Act and relevant case law from the perspective of both a franchisor and franchisee. It highlights the challenges, risks, uncertainties, timing and procedures for proper disclosure, and the consequences for failure to meet all disclosure requirements. This paper was presented at LESA’s Franchise Terminations & Rescissions: What You Don’t Know Can Hurt You webinar on October 10, 2024.
