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).
