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61942.03The issues surrounding employment, labour, human rights and privacy often influence the structure of a sale transaction. This paper outlines the important considerations relating to those issues in Alberta and in the federal jurisdiction.This paper is part of a collection presented at LESA’s Buying and Selling a Business seminar in April 2015.
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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.
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62204.01This paper provides a general overview on guarantees provided by individuals, independent legal advice, and the scope of opinions for borrower and lender counsel in commercial lending transactions.
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46_07_07This paper provides a discussion of Monsanto v. Schmeiser, Monsanto v. Rivett and Monsanto v. Janssens, three recent accounting of profits cases out of the Supreme Court of Canada and the Federal Court of Canada. This paper was presented at the Intellectual Property Law Update program which was held in Edmonton on February 8, 2011 and in Calgary on February 10, 2011.
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62031.05This paper considers select tax issues and opportunities in structuring the purchase and sale of a business. In particular, it reviews the relevant considerations when deciding whether to structure a sale as assets or shares, and the tax issues that may arise. Additionally, it discusses how vendors can plan ahead and prepare for a sale in order to maximize after-tax return, including qualifying for the capital gains exemption. It also considers the impact of the repeal of the Eligible Capital Property rules on the structure of a purchase and sale as a hybrid transaction, and uses an example case study to demonstrate the concepts being discussed. Finally, it highlights the restrictive covenant rules relevant to the purchase and sale of a business. This paper is part of a collection presented at LESA’s Buying and Selling a Business seminar held in Edmonton on March 2, 2017 and in Calgary on March 9, 2017.
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61961.03In this paper, the author discusses the service level agreement (SLA) from the context of IT outsourcing or online service relationships (for instance cloud computing services or software as a service). He describes the typical SLA and goes on to discuss the issues surrounding SLAs from both the service provider’s and the customer’s perspective. He also offers insight into the role of counsel in the life of an SLA, providing a checklist of common SLA provisions. This paper is part of a collection presented at LESA’s Technology Contracts program in September, 2015.
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62102.01This paper provides practical information related to share purchases. It discusses corporate minute book reviews and provides examples of resolutions to dispense with auditors, pre-closing documents, closing documents, common issues and traps, and more. Sample clauses and precedent documents, including a sample share sale/purchase agreement, are integrated throughout the paper. This paper is part of a collection presented at LESA’s Effective Legal Support: Corporate Law & Commercial Law programs in Edmonton on April 23, 2019 and in Calgary on April 30, 2019.
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61981.02Securities 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.
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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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62110.03This paper reviews income splitting for small business owners. It discusses the expansion of tax on split income [TOSI] rules and their impact on capital gains. It also outlines TOSI exclusions, including excluded shares and businesses, reasonable returns, and safe harbor capital returns. This paper is part of a collection presented at LESA’s Advising Small & Family Businesses program in Edmonton on February 6, 2019 and in Calgary on February 13, 2019.
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61941.05This paper represents an overview of the various tax issues that can arise under the Income Tax Act and the Excise Tax Act in a transaction. It focuses on typical issues in the purchase and sale of a business, for instance, GST issues, purchase price allocation, rollovers, and withholding taxes. This paper was presented as part of LESA’s Junior Solicitor Business Law Basics program in November 2014.
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62299.02Tax can be a particularly important consideration for high growth startup businesses as free cash flow is one of the most important attributes for a business seeking to grow quickly. This paper explores common tax considerations for the business entity as well as any key shareholders or stakeholders. This paper was presented at LESA’s Advising Tech-Enabled Startup Companies webinar on May 30, 2023.
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