50th Annual Refresher: Transactions Sessions

 LESA Update, News, Upcoming Seminars  Comments Off on 50th Annual Refresher: Transactions Sessions
Mar 142017
 

Transactions Sessions

We couldn’t be more excited for the 50th Annual Refresher: Practice Excellence, so we got the inside scoop on our Transactions sessions from Sessional Chair, Leanne C. Krawchuk.

Leanne is a partner at Denton’s Canada in Edmonton and focuses on commercial transactions dealing largely with mergers and acquisitions. Recognized by Best Lawyers as one of Canada’s leading lawyers in the areas of Construction Law (2014–2017), Corporate and Commercial Litigation (2013–2017), Mergers and Acquisitions Law (2013–2017), Mining Law (2015-2017), and Securities Law (2014-2017), Leanne has made a strong impact on Alberta’s legal community.

In a recent interview, Leanne told us why she is excited to be a part of this year’s conference. Here’s what she had to say.

Over the last number of years, I have been a speaker at various LESA events, and I thought it would be really interesting to develop the content for the Transactional breakout sessions. I am a passionate corporate lawyer, and I really wanted to take a look at these sessions from a practitioner’s perspective. I think we’ve got a fantastic group of speakers, and I’m really excited to be introducing them.”

Learn more about each of the Transactions Sessions.

  • Risky Business: A Look at the Allocation of Risk in Commercial Transactions | Carolyn A. Wright
  • Reviewing and Negotiating Non-Disclosure Agreements – Tips and Traps | Ross W. Swanson
  • Implications and Applications of the Supreme Court of Canada’s New Principle of Good Faith and Duty of Honesty in Contractual Performance | Leanne C. Krawchuk & Prof. Shannon O’Byrne
  • Purchase Price Adjustments in Share and Asset Transactions | William K. Jenkins

Happy reading!


Risky Business: A Look at the Allocation of Risk in Commercial Transactions | Carolyn A. Wright

About the Presenter

We’re very excited to have Carolyn speaking. Carolyn is a partner at Burnet, Duckworth & Palmer (BDP) LLP, and her practice focuses on energy and commercial transactions as well as aboriginal law. She is also the Co-Leader of BDP’s Energy Business Unit, and that really dials into dealing with commercial agreements, corporate reorganizations, joint ventures and business combinations, as well as larger energy project development. Carolyn has also served in volunteer positions for the Calgary Bar Association and is currently the chair of Canadian Bar Association’s (Alberta Branch) Natural Resources section. Carolyn brings a deep understanding of the Calgary market of energy and commercial transactions and is going to be an excellent and engaging speaker.”

About the Session

Carolyn will be looking at how parties – whether they are vendors, purchasers, or counterparties – allocate risk in documents. She will be looking at contract drafting specifically, such as holdback provisions, escrow arrangements, security for payment or performance of obligations, and she is also going to be focusing on caps on liability, baskets for indemnity provisions, as well as providing her thoughts on other provisions and agreements that relate to risk.”

Session Takeaways

Attendees will be able to take away drafting techniques and will gain a better understanding of drafting commercial agreements when they go back to their office. Carolyn will also be discussing recent studies from the American Bar Association that give a very good overview of Canadian and American deals.”

Additional Session Information

This session is running Sunday, May 7, 2017. If you wish to attend this session, please note in the comments section upon registration checkout.


Reviewing and Negotiating Non-Disclosure Agreements – Tips and Traps | Ross W. Swanson

About the Presenter

Ross Swanson is a partner at Duncan and Craig LLP. He is the Co-Leader of their Business Solutions Practice Group and also practices in their Real Estate Practice Group. Ross focuses on acquisitions and divestitures and has expertise in the mid-market segment of deals. He also deals with corporate reorganization. In terms of his volunteerism, Ross has been the past chair of CBA’s National Business Law subsection, and he has also been a Treasurer of the Tax Law subsection. Ross is a member of the Association of Corporate Growth and serves as an Advisory Board Member of many middle-market companies. He was recently selected by his peers as a recipient of one of the Best Lawyers in Canada in the field of Corporate Law in 2016. It’s really exciting to have him here.”

About the Session

We were looking at negotiations in the context of an M&A transaction, including some of the key agreements that practitioners should be cognizant of. One of the documents we thought we should pay particular attention to was in relation to non-disclosure agreements. Non-disclosure agreements are often the first document that is negotiated between parties. We want to remind practitioners that they need to be careful of using a standard form for every transaction. They need to focus on the kind of information that is being disclosed, the appropriate kinds of exceptions to disclosures, and (in the context of a transaction when a purchaser might be a competitor) having a heightened sense of confidentiality when it relates to the competitor buying your business.”

Session Takeaways

Ross wants to ensure attendees understand that people view confidentiality agreements as important documents to negotiate. Attendees will also receive precedent language for their non-disclosure agreements to take back with them to the office.”

Additional Session Information

This session is running Sunday, May 7, 2017. If you wish to attend this session, please note in the comments section upon registration checkout.


Implications and Applications of the Supreme Court of Canada’s New Principle of Good Faith and Duty of Honesty in Contractual Performance | Leanne C. Krawchuk & Prof. Shannon O’Byrne

About the Presenters

“We are really excited to have a professor of law from the University of Alberta speaking at this session. She truly is a leader in terms of publishing and delivering papers in the areas of disclosure duties, good faith in contractual performance, and also economic justice. Professor O’Byrne was cited by the Supreme Court of Canada in its decision in Bhasin v Hrynew, 2014 SCC 71. In terms of her background, Professor O’Byrne currently teaches courses on contracts, corporate law, and remedies, and she also has won the best paper award from the Canadian Academy of Legal Studies and Business twice. She has won the Law Society of Alberta’s distinguished service award for Excellence in Legal Scholarship and has received many awards from the University of Alberta. Professor O’Byrne has also been awarded the highest teaching honour – the Rutherford Award for Excellence in Undergraduate Teaching. I was thrilled when she agreed to present at the 50th Annual Refresher.”

About the Session

“We are going to center around the decision, Bhasin v Hrynew, 2014 SCC 71. Professor O’Byrne’s presentation will provide the audience with an understanding of what the new Principle of Good Faith is in the performance of contracts. She will also explore the specific duty of honesty that is a manifestation of that principle. Professor O’Byrne will discuss the extent to which parties can contract out of the duty of honesty and will assess the impact of Bhasin on duties to negotiate in good faith in the context of renewal clauses. I will be presenting towards the end of this session on subsequent court decisions since Bhasin was released. In particular, I’m focusing on what the courts are saying in relation to drafting.”

Session Takeaway

Professor O’Byrne has published an excellent paper, which will be the main takeaway for session attendees.”

Additional Session Information

This session is running Monday, May 8, 2017. If you wish to attend this session, please note in the comments section upon registration checkout.


Purchase Price Adjustments in Share and Asset Transactions | William K. Jenkins

About the Presenter

“William (a.k.a. Bill) Jenkins is a Partner in Denton’s Calgary office, and he is the Co-Leader of Denton’s Mergers and Acquisitions team across Canada. He has advised many corporations and investment dealers on structuring and implementing mergers and acquisitions and is a member of the Law Societies of Alberta and Ontario. In terms of volunteerism, he is the past chair of the Securities Law Section of the CBA. He also received a client choice award in 2016 from the International Law Office with respect to M&A in Alberta. Bill has been recognized for many years as one of the Best Lawyers in Canada in the areas of Mergers and Acquisitions, Banking and Finance Law, Corporate Law, and Securities Law.”

About the Session

“Bill’s session is going to dovetail really nicely with Carolyn A. Wright’s Risky Business session. He is going to be focusing on purchase price adjustments both in share and asset transactions. Bill is not only going to be looking at adjustments on share and asset transactions but will also be speaking about commercial real estate. Some of the things he will focus on are working capital adjustments, earn-outs, and (in real estate) environmental holdbacks. He will also discuss his views on typical price adjustments, which include deposits as well. Bill will also explain to attendees how important it is to understand your client’s business objectives in order to address adjustments and holdbacks properly.”

Session Takeaway

“Bill will provide precedent language for a variety of typical price adjustments.”

Additional Session Information

This session is running Monday, May 8, 2017. If you wish to attend this session, please note in the comments section upon registration checkout.


Register Online

Join us for the 50th Annual Refresher this May 7–9 at the Fairmont Chateau Lake Louise. Read the conference brochure to learn more about this once-in-a-career event.

Register on.lesa.org/50years.

Now Available – Securities Law Seminar on Demand

 LESA Update, Online Course, Resource, Seminars On Demand  Comments Off on Now Available – Securities Law Seminar on Demand
Feb 162016
 

Securities Law

If you missed the Securities Law program that LESA ran last month, you’re in luck. The program was recorded and is available as a seminar on demand – letting you stream videos of speaker presentations and download course materials as PDFs.

Program Topics

As the program chair and faculty indicate below, this program has plenty to offer both to junior lawyers and to legal support staff.

The materials … were developed and presented by experienced practitioners. They not only cover topics that would comprise a comprehensive introduction to securities law for junior lawyers but also discuss practical aspects, including examples of documents and timing considerations. … The topics covered by this course include sources of securities law, the regulatory regime, continuous disclosure, the prospectus requirement, and corporate transactions.

– Chris Peng, seminar chair

The program … [provides] an overview of the fundamentals of certain key aspects of applicable securities law in Alberta, … [including] a basic understanding of ‘what is a security’ – which is not always obvious and extends beyond shares. [You] will also learn about the numerous regulators that reporting issuers must be mindful of in complying with securities laws – including various Canadian exchanges and securities commissions – and will receive an overview of the continuous disclosure requirements for reporting issuers and the ancillary SEDAR filing requirements. … [You’ll also gain] a practical understanding of how the initial public offering process works, the key participants involved, and the timelines from kick off to closing.”

Leanne C. Krawchuk, seminar faculty

Watch the above trailer to get a sneak preview of the topics covered in the Securities Law seminar on demand.

Register Online

To access all of this informative content and complete speaker presentations for yourself, register now for the Securities Law seminar on demand.

Happy viewing and reading!

Want Drafting Tips? Check out these Seminars on Demand!

 LESA Update, Online Course, Resource, Seminars On Demand  Comments Off on Want Drafting Tips? Check out these Seminars on Demand!
Feb 122016
 

You’ve probably heard that LESA is recording select live seminars to offer as seminars on demand, letting you view the speaker presentations and download the course materials as PDFs. But did you know that several of the most recent seminar on demand titles offer you drafting tips, tools, and best practices?

Today’s blog fills you in on what you’ll gain from these two seminar on demand titles: Corporate Drafting and Drafting Your First Will. For a quick preview of what you’ll gain from each resource, watch the introductory trailer videos with the seminar chairs – Leanne C. Krawchuk and Paula Hoffman.


Corporate Drafting

Review share structure, bylaws, corporate opinions, resolutions, articles of incorporation, and dividends. Understand how the Alberta Business Corporations Act and the Income Tax Act influence your corporate drafting practices, and gain helpful precedents and checklists that you can use or amend in your own practice.

Here’s what some live seminar attendees found most beneficial about the program:

All of it!”
“The printed materials and the obvious expertise of the presenters.”
“Good precedents. Simple explanations”
“It was a good way to remind yourself about the building blocks and types of things you should be looking at.”

To get access these materials and tips for yourself, register online now for the Corporate Drafting seminar on demand.


Drafting Your First Will

Cover the basics of drafting and gain practical tools, tips, checklists, precedents, and sample clauses to aid you in the drafting process from interview and information collection to drafting and then closing a file. Topics discuss testamentary capacity, basic and complex will situations, tax perspectives, intestacy, family maintenance and support claims, and more.

Here’s what some live seminar attendees found most beneficial about the program:

It’s practical application!”
“The basic components of a will and different drafting suggestions.”
“Precedents and tips.”
“A good overview of drafting wills.”

Want to discover these tips and tools for yourself? Register online now for the Drafting Your First Will seminar on demand.

December 2015: Upcoming Legal Events

 Calgary, Edmonton, Legal News: Alberta, LESA Update, News, Upcoming Seminars  Comments Off on December 2015: Upcoming Legal Events
Dec 012015
 

It may seem hard to believe, but it’s already December! To help keep you on top of things this holiday season, today’s blog highlights dates and deadlines for upcoming legal events this month.

Events in the Legal Community

29

The Magna Carta documents came to Edmonton last month as part of the 800th anniversary commemorative tour. Until December 29, you can see them for yourself at the Legislative Assembly of Alberta Visitor Centre.

December Programs

Reading Tax Returns and Corporate Financial Statements helps you understand the returns and statements you encounter in your family law practice. The program also includes a Q & A session where you can ask an accountant for their expert opinion on the issues addressed.
Read the blog with seminar chair Tina Huizinga to learn more about what you’ll gain from this program, and register online to attend in Calgary (December 8). Since the program runs in Edmonton today (December 1), it’s too late to sign up, but can view the course materials on the LESA Library or purchase them individually when they’re ready for distribution.

Corporate Drafting offers practical information and tangible takeaways to help you better understand the issues and know how to handle the situations that you encounter in your practice.
Read the blog with seminar chair Leanne C. Krawchuk to learn how this program will help you develop a fundamental understanding of what needs to go into corporate documents. It’s not too late to register online to attend in Edmonton (December 2) or Calgary (December 9).

Early Bird Registration Deadlines

ENDING December 1
1

Advanced Matrimonial Property discusses current issues relating to family trusts, farming and ranching property, ex juris assets, and domestic agreements.
Read the blog with seminar chair Krista L. Frohlich to discover the top 5 reasons why you won’t want to miss this program. Register online to attend in Calgary (January 6) or Edmonton (January 12).

Securities Law for Legal Support Staff helps you gain context and understanding of securities law concepts and standard transactions so that you’re better equipped to do your job effectively.
Read the blog with seminar chair Chris Peng to discover why you’ll benefit from this program, and register online to attend in Calgary (January 7).

ENDING December 15
15

File Organization for Legal Support Staff explores strategies to help you keep your files organized from start to finish. It explores best practices, procedures, and tips relevant to a range of practice areas.
Watch for a blog with seminar chair Susan Willgren coming later this week, and register online to attend in Edmonton (January 19) or Calgary (February 2).

LESA Office Closure

Whatever you’ve got marked on your December calendar, we hope you enjoy a refreshing and relaxing holiday. So that our staff can enjoy a short hiatus with their friends and family, the LESA office closes on December 25 and reopens on January 4. But until then, the office is open, and we’re happy to assist you with anything you may need. Feel free to send us an email (info@lesa.org) or give us a call (780.420.1987 or 1.800.282.3900 toll free in Alberta).


If you want LESA’s help to raise awareness about an upcoming event relevant to the Alberta legal community, contact Renee Vander Meulen, Communications Coordinator.
780.969.0553 or renee.vandermeulen@lesa.org

Securities Law for Legal Support Staff

 Calgary, LESA Update, News, Upcoming Seminars  Comments Off on Securities Law for Legal Support Staff
Nov 252015
 

Securities Law for Legal Support Staff

UPDATE: Program dates have been updated. This seminar runs on January 7 in Calgary.


It may seem a long way off, but the new year is only weeks away, and we’re kicking off 2016 with several informative programs in January – including Securities Law for Legal Support Staff.

Seminar chair Chris Peng’s overarching message about the value of this seminar is that, because it provides both background information and practical examples, Securities Law for Legal Support Staff is a program that will help you put the pieces together and gain the context and understanding you need to do your job effectively.

I think it’s a good mix of basic legal concepts … [and] practical applications for legal assistants. … [We’re trying] to provide a basic explanation of what the area of law is, but then we’re also trying to incorporate the practical aspect … of examples of actual documents, or forms, or agreements – things that you would actually see. … For example, for an exempt prospectus offering, what kind of forms you need to file after the offering. Or for a prospectus offering, trying to go through the process of what gets filed, when it gets filed, and what the documents look like.”

As Chris explains, the seminar is broken down into a several components:

  1. Basic introduction to what a security is (with Nav Dhaliwal)
  2. Discussion of how the legal system works for securities (with Jessica Brown)
  3. Prospectus requirements (with Andrea Whyte)
  4. Continuous disclosure (with Leanne C. Krawchuk)
  5. Corporate transactions (with Keith R. Chatwin)

You can learn more about each topic in the program brochure, but the general idea is to provide contextual, theoretical information along with example documents so that you become familiar with how things work and what documentation is required.

Rather than receive a process to follow for each transaction, you’ll gain insight into the basics and background of securities law so that you can understand the context and put the pieces together when you encounter them in your day-to-day work. As Chris explains, the goal is that understanding the context helps you know how to handle the various documents you encounter because you’ll know how they relate to the bigger picture of securities law.

I think, in general, that it helps if you have an understanding of why something is there. It has more meaning to you, and maybe it will make more sense to you. It’s something you’ll be more mindful of. … When you’re doing it, you’ll understand what the concept is rather than it just being some random document. … If you have things you can refer back to afterwards or things you recall from [the seminar], it gives you better understanding of what you’re doing later on down the road, when you’re actually doing it.”

You won’t walk away from this program knowing the ins and outs of every transaction, but you will have the background you need to better understand how the pieces fit together (as well as a helpful seminar binder full of materials to reference in the office).

Register Online

This program’s special early bird registration ends soon – on December 1 – so make sure you register online now to enjoy the savings. Register online to attend in Calgary (January 7).

Until we see you at the seminar, have fun ringing out 2015 and ringing in 2016!

Discover Corporate Drafting Standards and Samples

 Calgary, Edmonton, LESA Update, News, Upcoming Seminars  Comments Off on Discover Corporate Drafting Standards and Samples
Oct 212015
 

Corporate Drafting Image
LESA’s Corporate Drafting program offers plenty of practical information and tangible takeaways to help you better understand the issues and know how to handle the situations that you encounter in your practice.

Today’s blog shares seminar chair Leanne C. Krawchuk’s insights into the program to help you see what you’ll gain from attending.

Her overall message about the program is that it will help attendees gain a fundamental understanding of what needs to go into corporate documents.

Attendees should come away with a very good understanding of how incorporations and the ongoing governance of a company cannot simply be based on firm precedents but that a majority of what is included in corporate documents is based inherently on the Alberta Business Corporations Act and common law as well as requirements of the Canadian Stock Exchanges, applicable securities laws, and Income Tax Act provisions. … You need to have a really good understanding of what the Act requires and what the documents need to reflect in order to comply with the Act. You just shouldn’t be relying on boilerplate; you have to understand why language needs to be in documents, and if you can’t understand why it needs to be there then you need to think about whether it needs to come out.”

Topics

Here are a few snippets from Leanne’s discussion of the major topics that will be addressed in the program.

Alberta Business Corporations Act. Examine the Act’s requirements related to articles, amendments, share capital, shareholder and director consent, and triggering of dissent rights to “enhance your understanding of basic corporate statutory requirements and gain an understanding of why corporate documents need to be drafted in a particular fashion to comply with those requirements.”

Corporate Opinions. Discuss why corporate opinions can be given based on “provisions in the Business Corporations Act, certificates from public officials, various documentation that already exists in the minute book, or resolutions of directors and shareholders that must be created.”

Dividends. Review different types of dividends and income tax provisions to understand the “issues where you may need to talk to a tax lawyer” and to gain a “good grasp of the solvency test for the purposes of your client’s issuing dividends.”

Articles and Share Structure. Even if you work closely with your corporate services department and are provided with firm standards, “you need to obtain a better understanding of why or why not a particular share structure is appropriate for your client and the transaction.” You’ll also learn about share consolidations and share splits.

Bylaws. Consider important distinctions “for private versus public companies in respect of their bylaws and corporate governance.”

For more information and a complete list of seminar faculty, view the program brochure.

Takeaways

As Leanne explained, attendees will be provided with many practical tools that they can take back to their office to use in their practice.

Precedents. Receive precedents for “articles of incorporation, various forms of articles of amendment, and the forms of shareholder and director resolutions.”

Checklists. Receive checklists outlining requirements of the Alberta Business Corporations Act relating to “required approvals for amending articles and the provisions of the Act that either require or permit certain corporate matters to be contained in articles of incorporation.”

Examples. Receive example language for dividend resolutions “showing the drafting differences between an eligible versus an ineligible dividend, cash dividends versus stock dividends, dividends issued out of a capital dividend account, … dividends credited to shareholder loan accounts and also the appropriate language to provide for a dividend sprinkle among share classes.”

In the program you’ll also gain other practical skills and tools:

Attendees will also be taken through a standard corporate opinion and accompanying officer’s certificate, which supports the corporate opinions being given. Attendees will also receive materials setting out alternate language to be used in bylaws for a private versus a public company and highlights or references to certain rules of the Canadian Stock Exchanges relating to bylaw requirements.”

 Register Now

The early bird registration special ends soon (October 27), so register now to attend in Edmonton (December 2) or Calgary (December 9).