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  • Tackle common issues and questions that arise in the purchase or sale of a private business – including pre-transaction considerations, structuring hybrid asset/share deals, and potential tax implications. This on-demand program was originally presented as an in-person program in March 2017. Total running time is 5 hours, 30 minutes.
  • 62014.09
    $65.00
    This 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.  
  • This paper examines the top questions often asked by clients with respect to starting, maintaining, and ending a business. In particular, the author provides answers to the following questions: What are the types of business structures? Can investors be offered shares in a corporation? Is a unanimous shareholder agreement necessary if all shareholders are family members? What types of financing are available for corporations? How do you take cash out of a corporation? What expenses can be written off through a corporation? When should you implement a holding corporation structure? How do you transition a corporation to children/employees? Should you sell shares or assets when selling a corporation? How do you dissolve a corporation? Each of the foregoing questions is addressed and explained in this paper. This paper is part of a collection presented at LESA's Complete Lawyer program in Lethbridge on May 6, 2016.
  • When a shareholder leaves an owner-operated business to strike out on his or her own, disputes over whether business was unfairly taken can result. To avoid such disputes, it is good practice to include a non-competition clause in the unanimous shareholder agreement. This paper provides a review of non-competition clauses generally, as well as in the context of unanimous shareholder agreements, with a particular focus on relevant case law. Additionally, enforcement of non-compete clauses is discussed, including a consideration of the scope of restricted activities, duration, and geographical scope of the restriction.
    This paper is part of a collection presented at LESA’s Unanimous Shareholder Agreement Disputes program in Edmonton on April 6, 2016 and in Calgary on April 20, 2016.
     
  • This paper reviews the general principles of arbitration and its application to unanimous shareholder disputes. It discusses confidentiality considerations in arbitration proceedings, and looks at expert determination versus arbitration, with suggested factors to consider when determining which process is best for a client. As well, potential upcoming arbitral statutory changes are highlighted in relation to arbitration for unanimous shareholder disputes.
    This paper is part of a collection presented at LESA’s Unanimous Shareholder Agreement Disputes program in Edmonton on April 6, 2016 and in Calgary on April 20, 2016.
     
  • In any flow of funds between corporations and shareholders, tax consequences should be considered to ensure profits are distributed without an excessive tax burden. Certain drafting techniques in unanimous shareholder agreements can help to ensure shareholders are positioned to equitably share tax pools and access exemptions on sale. In that context, this paper provides a general overview of the tax relationship between corporations and shareholders, and considerations that apply to ongoing operations, as well as to share sales and other dispositions. Drafting tips for optimizing tax efficiencies are identified, and common drafting errors or oversights that may lead to missed tax planning opportunities are discussed.
    This paper is part of a collection presented at LESA’s Unanimous Shareholder Agreement Disputes program in Edmonton on April 6, 2016 and in Calgary on April 20, 2016.
     
  • This paper provides drafting tips and a discussion of best practices to avoid or put your client in a better position when it comes to unanimous shareholder agreement disputes. The paper is divided into 3 main components. In the first part, key areas where disputes may arise among shareholders in the operation or disposition of a company are identified, and sample clauses are provided to help clients avoid these disputes. The second part of the paper includes a discussion of enduring powers of attorney versus irrevocable powers of attorney. Finally, the third part contains a brief case study that will serve as a guide when enforcing a drag-along clause in a unanimous shareholder agreement.
    This paper is part of a collection presented at LESA’s Unanimous Shareholder Agreement Disputes program in Edmonton on April 6, 2016 and in Calgary on April 20, 2016.
     
  • $35.00
    The author provides a high-level overview, designed for legal support staff, of the continuous disclosure regulatory requirements that apply to reporting issuers in Alberta. Reporting issuers and private issuers are discussed, and common continuous disclosure documents are reviewed, including financial reports, CEO/CFO certification, annual information forms, and shareholder meeting minutes. In addition, continuous disclosure requirements, such as proxies, information circulars, and the timing of disclosure, are highlighted. Finally, the System for Electronic Document Analysis and Retrieval (SEDAR), used to file continuous disclosure documents, is briefly discussed.
    This paper is part of a collection presented at LESA’s Securities Law for Legal Support Staff program in Calgary on January 7, 2016.
     
  • Securities law in Canada is comprised of various statutes, regulations, instruments, policies, rules, notices, and common law. This paper provides an overview of the various sources of securities law and the securities regulatory regime, in order to provide a general sense of where securities laws are derived from, and what parties are responsible for administering and overseeing those laws. The author provides a brief review of general corporate law, the Alberta Securities Act, and securities regulation. Additionally, securities rules and enforcement issues are discussed.
    This paper is part of a collection presented at LESA’s Securities Law for Legal Support Staff program in Calgary on January 7, 2016.
     
  • $25.00
    This paper provides a general overview of securities to help readers develop a basic understanding of the concept of a security. While there are many types of securities, the author focuses on the most common types: equity securities, debt securities, and convertible securities. These three types of securities are briefly described, and examples to help illustrate what a security is and what a security does are provided.
    This paper is part of a collection presented at LESA’s Securities Law for Legal Support Staff program in Calgary on January 7, 2016.
  • $65.00
    Well drafted bylaws serve as an invaluable tool for those who look to them for guidance. This paper provides clarity and guidance with respect to the bylaw drafting process. The authors’ analysis focuses primarily on statutory requirements and their incorporation into the bylaws. Several overarching subject matters applicable to drafting bylaws are addressed, including provisions related to directors, committees, officers, shares, and meetings of shareholders. A sample corporate bylaw and a sample advance notice bylaw are also provided.
    This paper is part of a collection presented at LESA’s Corporate Drafting seminar in Edmonton on December 2, 2015 and in Calgary on December 9, 2015.