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61850.04This paper discusses the material differences of directors’ duties and liabilities of not for profit organizations in Alberta from for profit organizations. Specifically, the author centers his analysis in the Societies Act, part 9 of the Companies Act, the Canada Corporations Act, and the new Canada Not for Profit Corporations Act. This paper was presented at the Directors’ and Officers’ Liabilities seminar in December 2012.
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62027.05This paper considers confidential information and the use of non-disclosure agreements. It provides an overview of confidential information and confidentiality agreements, and then discusses the elements of a non-disclosure agreement, including the purpose, terms, exceptions, liability, and mutual obligations. The return and destruction of confidential information is also discussed, as well as the survival of confidentiality obligations. Additionally, exceptions to the definition of confidential information are provided. A summary of non-disclosure agreement drafting tips is also included with the paper. This paper is part of a collection presented at LESA's Contract Review and Clause Negotiation seminar held in Edmonton on February 15, 2017 and in Calgary on February 23, 2017.
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61901.02Organized in a step-by-step fashion, with a full table of contents, this paper surveys some of the more difficult areas in the process of achieving and maintaining charitable status, and, for those who do not qualify (or choose not to), provides information on how to create and maintain simple non-profit status under the Income Tax Act. This paper was presented at the Advising Charities, Not-for-Profits, and Social Enterprises Seminar in November 2013.
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61864.06This paper provides a high level introduction to common elements of the domestic petroleum and natural gas legal practice. First, the paper discusses Alberta’s tenure system, which governs, administers, and regulates Alberta’s mineral rights regime. Next, the paper outlines various contractual arrangements affecting participants involved into the exploration, development, and production of petroleum and natural gas. Finally, this paper discusses the nature and importance of legal due diligence in transactions. This paper was presented at the Corporate Law for Legal Support Staff seminar held in February, 2013.
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62294.01Amendments to Alberta’s Business Corporations Act (introduced through Bill 84) came into effect on May 31, 2022. This paper provides an overview of material amendments to the Act including: (1) reducing required administrative processes for non-reporting issuers, (2) changes impacting directors and officers, and (3) changes to plan of arrangement approval mechanics. It also addresses some of the other amendments to the Act. This paper was presented at LESA’s Business Corporations Act Amendments webinar on December 1, 2022.
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62458.01The Alberta Franchises Act is designed to assist prospective franchisees in making informed investment decisions by ensuring they receive timely and comprehensive disclosure from franchisors. This paper outlines key provisions of the Alberta Franchises Act, with a focus on its disclosure requirements and their practical implications for both franchisors and franchisees. This paper was presented at LESA’s Franchise Terminations & Rescissions: What You Don’t Know Can Hurt You webinar on October 10, 2024.
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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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62031.03This paper provides an overview of the primary pre-transaction considerations that lawyers should take into account when advising clients on the buying or selling of an Alberta-based privately-owned business. The paper discusses preliminary agreements, such as confidentiality/non-disclosure agreements, letters of intent, exclusivity agreements, and broker agreements. Regulatory considerations are also highlighted, with a particular focus on the Investment Canada Act, Competition Act, Foreign Ownership of Land Regulations, and privacy regulations. Additionally, commonly used transaction structures (i.e., asset sale or share sale) and mechanisms related to purchase price calculation and payment are considered. Finally, pre-transaction best practices and considerations in the due diligence context are discussed. This paper is part of a collection presented at LESA’s Buying and Selling a Business seminar held in Edmonton on March 2, 2017 and in Calgary on March 9, 2017.
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61903.02This paper represents a precedent, containing examples of typical USA clauses from preambles and definitions to shotgun remedies and shareholder meetings. This paper was presented at the Deconstructing Unanimous Shareholder Agreements Seminar in March, 2014.
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61942.04This author, a Chartered Financial Analyst and an MBA, discusses the issues surrounding planning an exit from one’s business. The key is to shift your thinking, to see your firm as an investment rather than a vehicle for employment. Specific topics include: early exit planning and a buyer’s perspective on valuation.This paper is part of a collection presented at LESA’s Buying and Selling a Business seminar in April 2015.
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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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61942.01This author discusses commonly negotiated and frequently misunderstood contractual provisions and issues in purchase and sale agreements in Alberta, Specifically, he deals with sandbagging clauses, indemnity provisions, joint versus several liability, survival versus limitation periods, break fees and representation and warranty insurance.This paper is part of a collection presented at LESA’s Buying and Selling a Business seminar in April 2015.
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