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  • 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