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62082.03This paper discusses the general principles of contracting that flow from the Supreme Court of Canada decision in Bhasin v Hrynew, 2014 SCC 71, which will aid practitioners to successfully draft enforceable agreements. Three contractual principles arising from the case are discussed: the court expects that parties will not lie or mislead, the court does not require contractual terms to be fair, and the court will uphold express contractual terms but will be slow to imply terms. The paper also provides tips for drafting agreements and suggested clauses to include. This paper is part of a collection presented at LESA’s Business Disputes program in Lake Louise on May 5, 2018.
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62082.02This paper presents ideas for helping business clients avoid and resolve legal conflicts. It provides suggestions for avoiding disputes, managing and resolving disputes without litigation or formal dispute resolution processes, and dealing with litigation when it does arise. It also discusses the importance of developing problem-solving skills and working collaboratively with clients in business disputes. This paper is part of a collection presented at LESA’s Business Disputes program in Lake Louise on May 5, 2018.
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62068.02This paper examines commonly accepted approaches and considerations for the valuation of viable and not viable going concern businesses. It discusses valuation approaches, methods, and types of valuation reports. It also highlights certain inputs of the valuation analysis that can significantly impact the results of the overall valuation conclusion; for example, owner-manager remuneration, debt to equity ratio, working capital, and others. This paper is part of a collection presented at LESA’s Business Issues in Family Law Matters program in Calgary on January 17, 2018 and in Edmonton on January 24, 2018.
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62042.22This paper analyzes purchase price adjustments in share and asset transactions that involve the purchase and sale of a going concern business. It also addresses working capital adjustments, earn-outs, environmental and other holdbacks, and other typical price adjustment provisions. It provides concrete examples of contractual provisions governing purchase price adjustments and describes their key features. This paper is part of a collection presented at LESA’s 50th Annual Refresher in Lake Louise from May 7–9th, 2017.
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62042.15This paper explores the typical ways that purchasers and vendors navigate the allocation of risk in sale agreements. It considers allocation of risk in asset vs. share sales and purchases. It also highlights risk considerations as they relate to representations, warranties, conditions, and covenants in sale agreements. Additionally, the paper discusses indemnities. It includes samples of representation and warranty provisions and indemnity provisions in sale agreements. This paper is part of a collection presented at LESA’s 50th Annual Refresher in Lake Louise from May 7–9th, 2017.
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62043.01This paper reviews due diligence in lending transactions. It discusses the purpose of due diligence and what should be reviewed. The paper identifies and provides detailed explanations of the types of due diligence searches that should be performed in a financing transaction, including corporate due diligence, personal property collateral, real property collateral, and other inquiries. This paper is part of a collection presented at LESA’s Personal Property Security and Debt Recovery Essentials program in Edmonton on May 17, 2017 and in Calgary on May 24, 2017.
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62040.05This paper provides an overview of changes to corporate structures. It discusses amendments to articles of incorporation and bylaws. It also discusses continuances, amalgamations, arrangements, asset sales, and going private transactions. In addition, the paper reviews how to terminate a corporation, including voluntary and involuntary dissolution and dissolution by a director. This paper is part of a collection presented at LESA’s Corporate Procedure Fundamentals seminar in Edmonton on May 3, 2017 and in Calgary on May 10, 2017.
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62040.03This paper reviews best practices for corporate minute books. It provides an overview of minute books, and discusses annual filing requirements and the corporate registry electronic filing system. It also suggests best practices for record keeping and identifies corrections for common minute book errors and discrepancies. This paper is part of a collection presented at LESA’s Corporate Procedure Fundamentals seminar in Edmonton on May 3, 2017 and in Calgary on May 10, 2017.
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62040.02This paper highlights important issues that should be considered when incorporating in Alberta. Topics discussed include: determining whether to incorporate federally or provincially; determining the corporate name; preparing articles of incorporation, including share classes and restrictions; and considerations for notice of registered address and notice of directors. The paper includes a sample incorporation checklist for Alberta. This paper is part of a collection presented at LESA’s Corporate Procedure Fundamentals seminar in Edmonton on May 3, 2017 and in Calgary on May 10, 2017.
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62027.02This paper provides tips and considerations for drafting and negotiating contracts and other legal documents. The discussion includes suggestions for betting understanding a client’s needs and wishes, including key questions to ask clients about their business and their future plans. As well, tips for building rapport and negotiating with opposing counsel are provided, including suggestions for dealing with situations where the opposing party is unrepresented. Finally, strategies for drafting documents, or reviewing documents drafted by the other side, are also discussed. 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.
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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.
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62027.04This paper focuses on restrictive covenants in employment contracts and commercial agreements. It discusses the different interpretations of restrictive covenants in employment contracts compared to business sale agreements. It also sets out the reasonableness criteria for restrictive covenants, and reviews the principles behind the criteria, with references to relevant case law. Additionally, hybrid agreements containing both an employment and commercial element are considered, including how to interpret restraint of trade clauses. Finally, severing unlawful portions of restrictive covenants to render them unenforceable is discussed. This paper includes sample non-competition, non-solicitation, and confidentiality agreements in the context of both a share purchase agreement and an asset purchase agreement. As well, sample restrictive covenant provisions for employment contracts are also included. 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.
