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62412.01This paper explores key documents in M&A Transactions and the negotiations involved in developing and finalizing them, including purchase and sale or similar agreements; asset vs. share vs. hybrid deals; ancillary agreements; and third party issues, including consent and notice requirements. This paper was presented at LESA’s Navigating Key Documents in M&A Transactions webinar on June 3, 2024.
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62377.08As business advisors, lawyers – both barristers and solicitors – face myriad ethical issues which require consideration of difficult and often disparate outcomes. The lawyer’s interests may be contrary to a client’s, or one client’s interests may be at odds with those of another. The outcome of the process impacts both clients and lawyer. This paper explores ethical decision-making, including those relating to AI and tech competency, confidentiality, and conflicts of interest. This paper is part of a collection presented at LESA’s Corporate/Commercial Refresher: Transactions and Litigation program in Lake Louise from May 2–5, 2024.
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62377.06This paper looks at whether demands by ESG activists are compatible with the corporate fiduciary duty and the legal duties of institutional investment managers. This paper is part of a collection presented at LESA’s Corporate/Commercial Refresher: Transactions and Litigation program in Lake Louise from May 2–5, 2024.
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62377.05This paper provides an overview of USAs from a litigation perspective, including tips to avoid unnecessary disputes, and best practices for drafting USA provisions that are most likely to be the subject of litigation. It considers basic drafting considerations, shareholder rights and obligations, buyout rights, restrictive covenants, and purchase price determinations. This paper is part of a collection presented at LESA’s Corporate/Commercial Refresher: Transactions and Litigation program in Lake Louise from May 2–5, 2024.
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OC-62412Explore key documents in M&A transactions and the negotiations involved in developing and finalizing them, with a focus on documents including: purchase and sale or similar agreements; asset vs. share vs. hybrid agreements; key provisions such as conditions precedent, indemnities, and representations and warranties; and ancillary agreements such as non-competes, leases, and transition services. This on-demand program was originally broadcasted as a live webinar on June 3, 2024. Total running time is 1 hour, 27 minutes.
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OC-62403Helping your business clients navigate the Tax on Split Income (TOSI) rules can be complicated. Using examples, this on-demand program discusses the 2017 amendments to TOSI rules and implications for clients and their legal advisers. It will also address ways that entrepreneurs can distribute profits and remain compliant with the Income Tax Act. This on-demand program was originally broadcasted as a live webinar on May 15, 2024. Total running time is 1 hour, 5 minutes.
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OC-62405Explore common issues in M&A transactions, with topics including representations and warranties insurance, preclosing restructuring, regulatory considerations, vendor takeback, foreign investment/competition, partial ownership, and buying with shares. This on-demand program was originally broadcasted as a live webinar on April 24, 2024. Total running time is 31 minutes.
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OC-62401The due diligence process in an M&A transaction helps to ensure clients are making well-informed decisions. As a lawyer, it is critical to understand the due diligence process in order to best advise clients. Explore essential aspects of due diligence, including due diligence planning, data rooms, public searches, due diligence issues, and materiality. This on-demand program was originally broadcasted as a live webinar on April 10, 2024. Total running time is 56 minutes.
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OC-62399The pre-transactions phase of M&A transactions is an important aspect within the M&A planning process. Explore key considerations for lawyers, such as transaction structuring, valuation, preliminary tax considerations, public and private companies, preliminary contractual arrangements, multiple shareholders, and working with outside advisors. This on-demand program was originally broadcasted as a live webinar on March 20, 2024. Total running time is 1 hour, 9 minutes.
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OC-62379This on-demand program explores examples of the most prevalent pitfalls of using precedents (vagueness and ambiguity), and provides helpful techniques for spotting and correcting archaic and convoluted language, built into precedents over time, that confuses judges, lawyers, and clients alike. This on-demand program was originally broadcasted as a live webinar on January 31, 2024. Total running time is 1 hour, 33 minutes.
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62379.01Good legal writing is vital to be able to clearly communicate with or advocate for clients. An overriding purpose in both writing and drafting is to communicate: to convey a message from one’s mind to the readers. This paper focuses on clarity, concision, and engagement. Topics include history of legal writing, plain language, plain language writing guidelines, contract language, and artificial intelligence in legal drafting. This paper was presented at LESA’s Drafting Effective Contracts webinar on January 31, 2024.
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OC-62353-04A client’s capacity can steeply diminish between the time they give instructions to their lawyer and the time they actually sign documents. This presentation explores strategies for effectively managing a client who is gradually losing capacity while a transaction or series of transactions is underway. This on-demand program was originally broadcasted as a live webinar on September 12, 2023. Total running time is 43 minutes.
