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61941.05This paper represents an overview of the various tax issues that can arise under the Income Tax Act and the Excise Tax Act in a transaction. It focuses on typical issues in the purchase and sale of a business, for instance, GST issues, purchase price allocation, rollovers, and withholding taxes. This paper was presented as part of LESA’s Junior Solicitor Business Law Basics program in November 2014.
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61941.04This author provides junior solicitors with an overview of the potential forms of business structure typically encountered in a solicitor's practice in Alberta. As well, she provides guidance on best practices in preparing minutes of corporate directors meetings, exploring issues like when to use a directors' resolution as a practical alternative to minutes of a meeting. This paper was presented as part of LESA’s Junior Solicitor Business Law Basics program in November 2014.
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61941.03This paper covers some of the basics related to licenses. In particular, it covers these areas: intellectual property due diligence, types of licensing arrangements, licensing grants and use restrictions, royalty provisions, risk allocation, term and termination, technology licenses and issues surrounding software licenses and related maintenance and support services. This paper was presented as part of LESA’s Junior Solicitor Business Law Basics program in November 2014.
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61941.02This paper, written by a lawyer practicing in the areas of intellectual property and information technology, represents a summarized list of many of the fundamentals a non-IP lawyer should keep in mind related to intellectual property rights in Canada. Topics covered include transfers, grants and assignments of IP interests and fundamental issues and pointers relating to copyright, trademarks, patents, trade secrets and franchises. This paper was presented as part of LESA’s Junior Solicitor Business Law Basics program in November 2014.
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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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61918.04This author provides insight into common accounting and tax principles that lawyers, acting as business advisors to agricultural operations, often apply to proactive planning. Some of the topics covered include drought deferral, restricted farm losses, tax planning opportunities, and death of a tax payer. Precedents attached. This paper was presented at the Family Farm Issues program in May 2014.
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61918.03This paper provides an overview of the tax rules that apply on the transfer of farm properties the rollover rules and the capital gains exemption. The author also explores how these rules might be used and what issues can arise in relation to death, divorce, and estate planning. Three precedent situations and their resolution are attached. This paper was presented at the Family Farm Issues program in May 2014.
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61918.01Family farming carries unique tax planning advantages not available to other Canadian businesses. The relevant rules provide opportunities to multiply capital gains deductions among family members. Other advantages are available in estate planning and in making post mortem elections. Various business vehicles may be used to conduct family farm operations and to transfer interests to family members. Using a multi-generational family farm as a backdrop to the discussion, this paper explores these issues in the context of a patriarch’s death and a divorce in the family. This paper was presented at the Family Farm Issues program in May 2014.
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61907.00This paper provides a general overview of business structures, including sole proprietorships, partnerships and trusts, with a primary focus on corporations. The features of each structure are described, along with some of the advantages and disadvantages of each. Appendices include Understanding the Alberta Business Corporations Act (an examination of the Act and the documentation required under it) and papers and/or precedents on incorporations, annual corporate filing requirements, corporate minute books, changes of directors or registered offices, share transactions, dividends, dissolution and revivals, and the role of CORES. This paper was presented at the Basic Corporate Procedures for Legal Support Staff seminar in April 2014.
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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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61901.05This author provides high-level, basic summaries on a select number of documents in CRA’s Policy and Guidance section most applicable to registered charities carrying out or considering carrying out “social enterprise” activities. This paper was presented at the Advising Charities, Not-for-Profits, and Social Enterprises Seminar in November 2013.
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61901.04This paper represents an update of a 2012 LESA paper. Its scope is a discussion of directors’ duties and liabilities in the context of not-for-profit organizations in Alberta under the Societies Act, the Canada Corporations Act, and the new Canada Not-for-Profit Corporations Act. In general, the principles and concepts examined in this paper apply to special GST corporations, Crown corporations, condominium boards, and other not-for-profit organizations. This paper was presented at the Advising Charities, Not-for-Profits, and Social Enterprises Seminar in November 2013.
