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  • 62027.05

    Non-Disclosure Agreements and Protection of Confidential Information

    $65.00
    This paper considers confidential information and the use of non-disclosure agreements. It provides an overview of confidential information and confidentiality agreements, and then discusses the elements of a non-disclosure agreement, including the purpose, terms, exceptions, liability, and mutual obligations. The return and destruction of confidential information is also discussed, as well as the survival of confidentiality obligations. Additionally, exceptions to the definition of confidential information are provided. A summary of non-disclosure agreement drafting tips is also included with the paper. 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.  
  • 62031.01

    Effectively Closing the Purchase and Sale of a Business

    $65.00
    This paper provides an overview of practical and substantive considerations for lawyers to effectively close the purchase and sale of a business. First, preparing ancillary agreements and other closing documents is reviewed. Next, the practical aspects of managing the transaction from start to finish are discussed, including tips for organization and handling the closing itself. Finally, a brief overview of post-closing considerations is provided. This paper also includes, as appendices, an example working group list, an example closing agenda, examples of master signature page documents, and an example signature checklist. 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.  
  • 62031.03

    Pre-Transaction Considerations

    $65.00
    This paper provides an overview of the primary pre-transaction considerations that lawyers should take into account when advising clients on the buying or selling of an Alberta-based privately-owned business. The paper discusses preliminary agreements, such as confidentiality/non-disclosure agreements, letters of intent, exclusivity agreements, and broker agreements. Regulatory considerations are also highlighted, with a particular focus on the Investment Canada Act, Competition Act, Foreign Ownership of Land Regulations, and privacy regulations. Additionally, commonly used transaction structures (i.e., asset sale or share sale) and mechanisms related to purchase price calculation and payment are considered. Finally, pre-transaction best practices and considerations in the due diligence context are discussed. 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.  
  • 62031.05

    Select Tax Issues in the Purchase and Sale of a Business

    $65.00
    This 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.  
  • 62014.09

    2016 Tax Update

    $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.  
  • 62003.03

    Corporate Law – Top 10 Questions Asked by Clients

    $65.00
    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.
  • 61992.06

    Enforcing Non-Competition Clauses in Unanimous Shareholder Agreements

    $35.00
    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.
     
  • 61992.04

    Arbitration for Unanimous Shareholder Agreement Disputes

    $35.00
    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.
     
  • 61992.03

    Tax Planning and Drafting Best Practices in Unanimous Shareholder Agreements

    $65.00
    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.
     
  • 61992.02

    Unanimous Shareholder Agreement Disputes: Drafting Tips and Best Practices

    $35.00
    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.
     
  • 61981.04

    Continuous Disclosure

    $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.
     
  • 61981.02

    Sources of Securities Law and the Regulatory Regime

    $65.00
    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.