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62137.02This 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.
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62102.01This 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.
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62110.05This 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.
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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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62110.03This paper reviews income splitting for small business owners. It discusses the expansion of tax on split income [TOSI] rules and their impact on capital gains. It also outlines TOSI exclusions, including excluded shares and businesses, reasonable returns, and safe harbor capital returns. 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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62109.04Licensing can be a flexible and effective method for transferring intellectual property rights. This paper reviews the basics of intellectual property licensing. Topics discussed include grant of rights, restrictions of use, responsibilities of the parties to the agreement, compensation structures, representations and warranties, and termination issues. This paper is part of a collection presented at LESA’s Intellectual Property Law for Non-IP Lawyers program in Edmonton on February 5, 2019 and in Calgary on February 12, 2019.
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62109.03This paper provides an introduction to patent law. It reviews what a patent is and the requirements for patent protection: novelty, utility, and inventiveness. It also discusses how to apply for a patent and how to protect patent rights. This paper is part of a collection presented at LESA’s Intellectual Property Law for Non-IP Lawyers program in Edmonton on February 5, 2019 and in Calgary on February 12, 2019.
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62109.02This paper considers the scope of intellectual property [IP] due-diligence in commercial transactions. It discusses the types of IP rights that may affect commercial transactions. It also considers a goal-driven perspective for IP due-diligence processes and why a buyer should be wary of only relying on a seller’s representations and warranties. This paper is part of a collection presented at LESA’s Intellectual Property Law for Non-IP Lawyers program in Edmonton on February 5, 2019 and in Calgary on February 12, 2019.
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62109.01This paper considers how clients can preserve their intangible assets and take advantage of valuable intellectual property rights. It first reviews the basics of trademark law, and then discusses some more complex areas of brand protection. Topics discussed include registered vs. unregistered trademarks, terms and scope of marks, the registration process, ownership issues, and changes to trademark legislation coming into force in June 2019. This paper is part of a collection presented at LESA’s Intellectual Property Law for Non-IP Lawyers program in Edmonton on February 5, 2019 and in Calgary on February 12, 2019.
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62077.02This paper discusses damages for breach of contract. It reviews the Tercon test (Tercon Contractors Ltd v British Columbia (Minister of Transportation & Highways), 2010 SCC 4) for interpretation of exclusion of liability clauses, and then highlights judicial consideration of limitation and exclusion clauses post-Tercon. It also discusses recent judicial treatment of liquidated damages clauses. This paper is part of a collection presented at LESA’s The Law of Damages 2018 program in Edmonton on March 8, 2018 and in Calgary on March 15, 2018.
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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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62082.06This paper discusses judicial remedies available to fight business fraud. Those remedies include Anton Piller orders, Mareva Injunctions, oppression actions, and investigations under Part 18 of the Alberta Business Corporations Act. Each remedy is discussed in detail, with sample scenarios provided to help illustrate the circumstances in which each remedy might be sought. This paper is part of a collection presented at LESA’s Business Disputes program in Lake Louise on May 5, 2018.
