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  • This paper describes the framework used by the court to determine whether or not to order an investigation of a corporation under Part 18 of the Business Corporations Act. It explores the purpose of, test for, and proper scope of such an investigation. This paper is part of a collection presented at LESA’s Shareholder Disputes program in Calgary on October 25, 2019 and in Edmonton on October 29, 2019.
  • This paper highlights some procedural issues that may arise in handling claims seeking the oppression remedies available under Part 19 of the Business Corporations Act. Both oppression claim and derivative action topics are discussed. This paper is part of a collection presented at LESA’s Shareholder Disputes program in Calgary on October 25, 2019 and in Edmonton on October 29, 2019.
  • This paper reviews case law and highlights some of the legal tools for fixing mistakes in corporate and commercial documents, including common law rectification, rescission, and some provisions of the Business Corporations Act. The paper also includes suggestions for how to deal with mistakes both during the drafting process and after it is completed. This paper is part of a collection presented at LESA’s Tax Law for Corporate/Commercial Transactions program in Calgary on October 17, 2019 and in Edmonton on October 28, 2019.  
  • This paper reviews some fundamental asset sale tax concepts to help corporate lawyers understand the basic tax consequences that could arise from the sale. Topics include classification of property, depreciable versus non-depreciable capital property, drafting tips and traps, earn-outs and contingent considerations, restrictive covenants, common tax elections, and hybrid sales. Comments focus on transactions involving a private corporation selling all the assets used in an active business carried on in Canada. This paper is part of a collection presented at LESA’s Tax Law for Corporate/Commercial Transactions program in Calgary on October 17, 2019 and in Edmonton on October 28, 2019.  
  • $65.00
    This paper highlights common income tax considerations that arise in share purchase transactions, with an emphasis on particularly important items for non-tax practitioners to understand. Discussion begins with general income tax considerations and concludes with specific considerations for non-arm’s length purchase transactions. This paper is part of a collection presented at LESA’s Tax Law for Corporate/Commercial Transactions program in Calgary on October 17, 2019 and in Edmonton on October 28, 2019.  
  • This paper provides context on section 85 of the Income Tax Act for drafting purposes. It identifies situation where a section 85 rollover can be used as a tax planning tool, reviews legislative requirements and mechanics of the provision, and considers related income tax and sales tax matters. This paper also discusses how to document a section 85 rollover transaction against this technical background. Practical aides are also provided in the form of checklists and precedents, including a sample share structure, a sample resolution of the directors, and a sample section 85 transfer agreement. This paper is part of a collection presented at LESA’s Tax Law for Corporate/Commercial Transactions program in Calgary on October 17, 2019 and in Edmonton on October 28, 2019.  
  • This paper discusses how section 86 of the Income Tax Act allows for the exchange of shares within the same corporation to occur on a tax-deferred basis when certain criteria are met. It identifies how section 86 differs from section 51, notes certain issues and situations to watch for, discusses the implications of the tax on split income (TOSI) regime, outlines considerations when working with accountant, shares best practices to implement in anticipation of Canada Revenue Agency review of section 86 transactions, and summarizes post-transaction issues and opportunities. A standard share exchange agreement is also provided. This paper is part of a collection presented at LESA’s Tax Law for Corporate/Commercial Transactions program in Calgary on October 17, 2019 and in Edmonton on October 28, 2019.  
  • This paper has three main components. First, it discusses the purpose of a tax-deferred share exchange and introduces some fundamental concepts for planning and implementing a share exchange. Second, it contains a high-level discussion of the technical requirements and mechanics of section 51 of the Income Tax Act. Third, it reviews some practical issues that arise in planning or documenting a section 51 share exchange. This paper also includes a set of example documents for the implementation of a basic section 51 exchange of common shares for preferred shares by an individual shareholder. This paper is part of a collection presented at LESA’s Tax Law for Corporate/Commercial Transactions program in Calgary on October 17, 2019 and in Edmonton on October 28, 2019.  
  • 62102.01
    $45.00
    This paper provides practical information related to share purchases. It discusses corporate minute book reviews and provides examples of resolutions to dispense with auditors, pre-closing documents, closing documents, common issues and traps, and more. Sample clauses and precedent documents, including a sample share sale/purchase agreement, are integrated throughout the paper. This paper is part of a collection presented at LESA’s Effective Legal Support: Corporate Law & Commercial Law programs in Edmonton on April 23, 2019 and in Calgary on April 30, 2019.  
  • This paper discusses tax-related documents and transactions that business lawyers frequently encounter and prepare when working with small businesses. It provides an overview of the relevant tax concepts and identifies common pitfalls to avoid. Topics discussed include dividends, reorganizations, estate freezes, and backdating. Several precedents are also provided, including: resolutions of the sole director/directors, notice of eligible dividends, and sample price adjustment clauses. 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.