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62471.01This paper explores a variety of business valuation considerations that are specific to the legal requirements for a business valuation; considerations that if ignored, could result in an improper determination of business value. This paper was presented at LESA’s Primer on Business Valuations in Legal Matters webinar on November 6, 2024.
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46_07_05This paper includes a summary overview of the changes to fair dealing and users' rights which will be affected by Bill C-32, the proposed amendments to the Copyright Act. The paper also explores and describes some current technologies which present challenges to copyright and other laws and the impact of the proposed amendments to the Copyright Act, including digital lock provisions, on the use of those technologies. This paper was presented at the Intellectual Property Law Update program which was held in Edmonton on February 8, 2011 and in Calgary on February 10, 2011.
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62484.03This paper explores the representation and warranty insurance product; its cost, benefits, and drawbacks; and provides a summary of key drafting considerations for M&A lawyers to avoid common pitfalls in purchase and sale agreements that are underwritten by insurance. These materials are part of a collection presented at LESA’s Legal Strategies in Mergers & Acquisitions program in Edmonton on April 29, 2025.
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62353.02Protecting a client always requires considering their individual circumstances, including capacity. This paper outlines the obligation of a commercial solicitor to assess capacity, provides identifiers for when capacity might be in question, and explores best practices for fulfilling any duty to assess capacity. This paper was presented at LESA’s Incapacity of a Corporate Director or Shareholder webinar on September 12, 2023.
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61926.05In this paper, the authors provide a detailed look at CCDC (Canadian Construction Documents Committee) contracts. Specifically, they look at the purpose of CCDC contracts, common contracts, common issues relating to these contracts and subjects on which they are silent. This paper was presented at LESA’s Construction Law program offered in February 2015.
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62043.01This paper reviews due diligence in lending transactions. It discusses the purpose of due diligence and what should be reviewed. The paper identifies and provides detailed explanations of the types of due diligence searches that should be performed in a financing transaction, including corporate due diligence, personal property collateral, real property collateral, and other inquiries. This paper is part of a collection presented at LESA’s Personal Property Security and Debt Recovery Essentials program in Edmonton on May 17, 2017 and in Calgary on May 24, 2017.
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61818.01This paper was drawn from materials presented at the Conducting Effective Due Diligence seminar held in November/December 2011. This paper outlines the objectives of conducting due diligence investigations in transactions involving the purchase and sale of share or assets of a corporation. This paper also covers the processes with respect to performing and organizing such investigations. Learn the basics of reviewing minute books, conducting public registry searches, and reviewing corporate contracts and agreements. The materials include a variety of helpful samples, such as a due diligence checklist and sample due diligence memorandum.
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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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61981.04The 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.
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61941.01This paper contains some fundamentals on contract drafting. The author discusses topics like drafting as a skill, objectives in contract drafting, and some of the more common issues that come up in drafting. Attached is a sample asset purchase agreement. This paper was presented as part of LESA’s Junior Solicitor Business Law Basics program in November 2014.
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61864.04This paper provides a basic overview of the procedure for a corporate acquisition, the key agreements involved, and the role of lawyers and support staff in an acquisition. The paper describes the types of acquisition agreements as well as the documents required at closing. This paper was presented at the Corporate Law for Legal Support Staff seminar held in February, 2013.
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62495.07While a corporation is not required to have bylaws, they are often used to formalize procedures and govern how various powers should be exercised. This paper explores the role of bylaws and how they are passed, and common and less common corporate bylaws. It also includes a set of model standard bylaws. These materials are part of a collection presented at LESA’s Practice Foundations: Corporate Drafting program in Edmonton on June 5, 2025.
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