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55_98_01This paper was presented at the Basic Corporate Procedures for Legal Support Staff seminar which was held in Edmonton on April 6, 2011 and Calgary on April 13, 2011. This paper provides a general overview of the common business structures a client may choose when deciding to start a business, including sole proprietorship, general partnerships, limited partnerships, limited liability partnerships, societies, Part IX companies and corporations. The paper discusses how these structures are created and maintained as well as particulars on the necessary filings and registrations.
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61961.05Many considerations go into a licensing agreement. A well-drafted agreement must address all of the complexities inherent in the parties’ relationships and must anticipate all potential contingencies, providing a mechanism for dealing with them.This 36-page paper covers a selection of common topics relating to licensing, including: intellectual property due diligence, types of licensing arrangements, licensing grants and use restrictions, royalty provisions, risk allocation, term and termination, technology licenses, software licenses and related maintenance and support services, and ‘software as a service’ agreements.This paper is part of a collection presented at LESA’s Technology Contracts program in September, 2015.
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62110.04Shareholder agreements often provide buyout mechanisms by which shareholders can control the disposition of shares. While well-drafted buyout mechanisms can protect shareholder interests and prevent disputes, they can also create unanticipated obligations on shareholders that give rise to litigation. This paper discusses three common buyout mechanisms: Rights-of-First-Refusal, Shot-Gun Clauses, and Drag-Along Clauses. Background information and principles of interpretation are discussed for each mechanism, as well as a review of relevant case law. Litigation issues that have arisen from buyout mechanisms are identified, and ways to improve strategies when relying upon, enforcing, and drafting buyout mechanisms are highlighted. 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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62377.06This paper looks at whether demands by ESG activists are compatible with the corporate fiduciary duty and the legal duties of institutional investment managers. This paper is part of a collection presented at LESA’s Corporate/Commercial Refresher: Transactions and Litigation program in Lake Louise from May 2–5, 2024.
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62475.01Arbitration clauses require careful consideration and cannot be treated as boilerplate provisions. This paper outlines a number of elements that will enable contract drafters to craft robust arbitration clauses, suitable for a variety of transactions – from the relatively simple to complex multi-party or multi-contract situations. This paper is part of a collection presented at LESA’s Commercial Contract Teardown program in Edmonton on December 11, 2024.
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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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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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62377.08As business advisors, lawyers – both barristers and solicitors – face myriad ethical issues which require consideration of difficult and often disparate outcomes. The lawyer’s interests may be contrary to a client’s, or one client’s interests may be at odds with those of another. The outcome of the process impacts both clients and lawyer. This paper explores ethical decision-making, including those relating to AI and tech competency, confidentiality, and conflicts of interest. This paper is part of a collection presented at LESA’s Corporate/Commercial Refresher: Transactions and Litigation program in Lake Louise from May 2–5, 2024.
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62083.08This paper discusses the Supreme Court of Canada decision in Bhasin v Hrynew, 2014 SCC 71, and identifies how the decision has been applied in recent case law from the Alberta Court of Appeal and Court of Queen’s Bench. This paper is part of a collection presented at LESA’s 51st Annual Refresher: Business program in Lake Louise from May 6–8, 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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61918.01Family farming carries unique tax planning advantages not available to other Canadian businesses. The relevant rules provide opportunities to multiply capital gains deductions among family members. Other advantages are available in estate planning and in making post mortem elections. Various business vehicles may be used to conduct family farm operations and to transfer interests to family members. Using a multi-generational family farm as a backdrop to the discussion, this paper explores these issues in the context of a patriarch’s death and a divorce in the family. This paper was presented at the Family Farm Issues program in May 2014.
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61941.04This author provides junior solicitors with an overview of the potential forms of business structure typically encountered in a solicitor's practice in Alberta. As well, she provides guidance on best practices in preparing minutes of corporate directors meetings, exploring issues like when to use a directors' resolution as a practical alternative to minutes of a meeting. This paper was presented as part of LESA’s Junior Solicitor Business Law Basics program in November 2014.
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