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62003.06This paper is a summary of common issues and considerations in real estate transactions. First, common client issues that arise prior to closing are discussed, including real property reports and tax adjustments. Second, the closing methods available for real estate transactions in Alberta are detailed, including the traditional method, title insurance, and the Western Torrens Conveyancing Protocol. As well, issues related to the sale of agricultural land are reviewed, including registration and GST issues. Finally, common questions asked by real estate agents and brokers are discussed. This paper is part of a collection presented at LESA's Complete Lawyer program in Lethbridge on May 6, 2016.
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62003.05This paper discusses recent updates and practice tips in the context of employment law. First, it provides a review of common questions from employers and employees on a number of issues, including notice of termination, single incident dismissal, constructive dismissal, dismissal without cause, mitigation, settlement, among others. Next, the authors discuss the benefits of having a written employment contract, as well as essential terms for contracts. Finally, termination of employment, particularly in the context of “just cause”, is considered, as well as how to manage recently disciplined employees who request medical leave. This paper is part of a collection presented at LESA's Complete Lawyer program in Lethbridge on May 6, 2016.
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62003.04Included are a collection of short papers on practical considerations for wills and estates practitioners. Each paper focuses on a different topic, while collectively forming a series that addresses pertinent wills and estates issues. Topics include:
- When is it necessary to apply to the court for a grant of probate or administration?
- What are the typical tax filings required during the administration of an estate?
- What factors should be considered when choosing an executor?
- What are my obligations to my second spouse versus my adult dependent children?
- What are some of the advantages of having a will drafted by a lawyer?
Papers include a review of legislation requirements and a discussion of practical considerations for lawyers.These papers are part of a collection presented at LESA's Complete Lawyer program in Lethbridge on May 6, 2016. -
62003.03This 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.
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62003.02This paper is directed at lawyers who occasionally encounter family law matters and want to develop more familiarity with the subject area. It provides advice for client management, particularly in the high-stress context of family law. The paper also provides practical advice and factors to consider when dealing with the following issues: custody and parenting, child support, spousal support, divorce, and division of property. This paper is part of a collection presented at LESA's Complete Lawyer program in Lethbridge on May 6, 2016.
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61992.06When 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.
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61992.04This 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.
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61992.03In 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.
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61992.02This 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.
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61992.01This paper discusses, in 3 parts, shareholder oppression, derivative actions, and winding up. In the first part, oppression is discussed in the context of the leading Canadian case, Re BCE Inc, 2008 SCC 69. Available remedies for oppression are discussed, as well as who has standing to bring an oppression action. In the second part, derivative actions are reviewed, including the four-part test to bring a derivative action, as laid out in s 240(2) of the Alberta Business Corporations Act, RSA 2000, c B-9. The last part of the paper looks at winding up, including a background discussion on seminal case law, and a consideration of what is “just and equitable.” Each part also contains a list of applicable Alberta case law. Additionally, included as appendices are a sample originating application for oppression, sample originating application for leave to apply for a derivative action, and sample supporting affidavit. 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.
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61991.05The Office of the Public Guardian is responsible for administering the Personal Directives Act, RSA 2000, c P-6. Within that context, the role of the Public Guardian is considered with respect to acting as an agent and investigating complaints. In particular, this paper sets out how the Public Guardian determines if it will consent to act as agent for a private person in a personal directive, and how the Public Guardian makes decisions as agent for a private person. In addition, information on the Public Guardian’s investigation and resolution process for complaints made against agents in personal directives is provided. This paper is part of a collection presented at LESA’s Enduring Powers of Attorney and Personal Directives program in Edmonton on April 5, 2016 and in Calgary on April 12, 2016.
