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62142.03This paper discusses employment and labour consideration that arise when selling a business through a share purchase or an asset purchase. Both federal and provincial legislation are discussed, and topics include occupational health and safety, human rights, privacy, and workers’ compensation law. This paper is part of a collection presented at LESA’s Buying and Selling a Business program in Calgary on December 3, 2019 and in Edmonton on December 10, 2019.
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62142.02These materials include sample representations and warranties for both an asset sale and a share sale. Both samples include extensive annotated footnotes. Alternative sample knowledge definition clauses are also provided. This paper is part of a collection presented at LESA’s Buying and Selling a Business program in Calgary on December 3, 2019 and in Edmonton on December 10, 2019.
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62142.01This paper examines key preliminary business transaction considerations including timelines, due diligence, letters of intent, and confidentiality agreements. This paper is part of a collection presented at LESA’s Buying and Selling a Business program in Calgary on December 3, 2019 and in Edmonton on December 10, 2019.
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62138.05This paper discusses aspects of the business valuation exercise that may underlie or create consternation amongst shareholders, particularly in situations involving exits from a business. 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.
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62138.04This paper explores the extent to which Alberta law maintains a strict distinction between oppression remedy and derivative action. First, this paper distinguishes between personal action and derivative action in the context of Foss v Harbottle and discusses the Supreme Court of Canada’s recent Burnette decision outlining a two-step test that differentiates them. Next, this paper distinguishes between the nature of harm that must be established in each case. Finally, the paper assesses important appellate case law, including cases from the Alberta Court of Appeal. 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.
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62138.02This 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.
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62138.01This 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.
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62137.07This 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.
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62137.06This 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.
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62137.05This 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.
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62137.04This 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.
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62137.03This 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.
