Corporate Commercial Subcommittee

Presented by the CPD Committee & the Corporate Commercial Subcommittee
Co-Chairs: David Howell, Ross & McBride LLP, and Thomas J. Rocchi, Weisz, Rocchi & Scholes

Seminar Materials:

• Resolving Corporate Deadlock
  Prepared by: John F. Evans, Q.C., LSM, Evans Sweeny Bordin LLP
• Income Tax Issues – Withdrawing Corporate Profits and Surplus – Dividends, Share Redemptions and Bonus Arrangements
  Prepared by: Mark Hunter, C.A. and Cindy Collins, C.G.A., Brownlow Partners Chartered Accountants
• Non-Share Capital Corporations – Transition Under Ontario and Federal Rules
  Prepared by: David J. Mifsud, Lazier Hickey LLP
• The Greatest Hidden Windows and Office Tricks for Lawyers and Practice Management and Improvement Tips
  Prepared by: Dan Pinnington, LAWPRO
• Tips for Business Lawyers – Dealing with Common PPSA Issues
  Prepared by: Kathryn Osborne, SimpsonWigle LAW LLP
• Commercial Leases: Some Possible Key Issues and Pitfalls
  Prepared by: Brian Hurren, Inch Hammond Professional Corporation

Presented by the CPD Committee & Corporate Commercial Subcommittee
Co-Chairs: David Howell, Ross & McBride LLP, and Thomas J. Rocchi, Weisz, Rocchi & Scholes

Seminar Materials:

• Incorporating a Private Corporation Pursuant to the Business Corporations Act (Ontario)
  Prepared by: Aleksandar (Sacha) Babic, Evans, Philp LLP
• Choice of Jurisdiction for Incorporation (Federal, Provincial, Choice of Province) and Unlimited Liability Corporations
  Prepared by: Pam Vermeersch, Gowling Lafleur Henderson LLP
• Choosing a Corporate Name
  Prepared by: Ryan Smith, Ross & McBride LLP
• Rollover Agreements, Price Adjustment Clauses and Stated Capital vs. Paid-up Capital
  Prepared by: John Loukidelis, SimpsonWigle LAW LLP
• Minute Book Maintenance / Annual Minutes / Corporate Filings / Correcting Corporate Deficiencies
  Prepared by: Paul S. Dixon, Keesmaat Dixon Kranjc Lewis & Kovacs LLP
• Shareholder Agreements: “…some bits and bites…”
  Prepared by: Michael J. McHugh, McHugh Mowat Whitmore Ionico MacPherson LLP

Presented by the Corporate Commercial Subcommittee
Moderator: Michele Ballagh, Ballagh & Edward LLP

Seminar Materials:

• Understanding the Risks of Open Source Software
  Prepared by: Ryan Smith, Ross & McBride LLP
• IP Warranties & Indemnities: Understanding the Risks (Presentation Slides)
  Prepared by: Michele Ballagh,  Ballagh & Edward LLP

Presented by the Corporate Commercial Subcommittee
Moderator: John H. Loukidelis, SimpsonWigle LAW LLP

Seminar Materials:

• HST - Are You Ready? (Presentation Slides)
  Prepared by: Theresa Beninger, Durward Jones Barkwell & Company LLP

Presented by the Corporate Commecial Subcommittee
Moderator: Michele Ballagh, Ballagh & Edward LLP

Seminar Materials:

• Canada Not-for-profit Corporations Act (Presentation Slides)
  Audit Exemption Regime Chart
  Prepared by: Hussein A. Hamdani, SimpsonWigle LAW LLP

Presented by the CPD Committee & the Corporate Commercial Subcommittee
Co-Chairs: David W. Howell, Ross & McBride LLP, and Thomas J. Rocchi, Weisz, Rocchi & Scholes

Seminar Materials:

• The Purchase and Sale of a Business: Employment Law
  Prepared by: Mark J. Zega, Evans, Philp LLP
• The Purchase and Sale of a Business: Intellectual Property Law
  Prepared by: Ryan Smith, Ross & McBride LLP
• The Pursuit of Purity: Some Roadblocks on the Way
  Prepared by: John Loukidelis, SimpsonWigle Law LLP
• Private Issuer Rules Under National Instrument 45-106 and the Securities Transfer Act
  Prepared by: Ronald J. Weston, Feltmate Delibato Heagle LLP
• Legal Due Diligence and Searches
  Prepared by: Pam Vermeersch, Gowling Lafleur Henderson LLP
• Harmonized Sales Tax (HST) and Corporate Commercial Law
  Prepared by: Bryan Walters, Wade & Partners LLP

Presented by the CPD Committee & Corporate Commercial Subcommittee
Co-Chairs: David Howell, Ross & McBride LLP, and Thomas J. Rocchi, Weisz, Rocchi & Scholes

Seminar Materials:

• An Overview of Insolvency Proceedings: A Guide for Insolvent Corporations
  Prepared by: Barry Yellin, Ross & McBride LLP
• Eligible Dividends
  Prepared by: John H. Loukidelis, SimpsonWigle LAW LLP
• Letters of Intent: Their Use, Content, and Legal Issues
  Prepared by: Michael McHugh, McHugh Mowat Whitmore Ionico MacPherson LLP
• Closing Transactions
  Prepared by: John Hammond, Inch Hammond Professional Corporation

Presented by the CPD Committee & the Real Estate Subcommittee
Chair: Patric Mackesy, Mackesy, Smye LLP

Seminar Materials:

• Third Party Legal Opinions on Acquisitions and Lending
  Prepared by: Randall S. Bocock, Evans, Philp LLP
• Professional Corporations
  Prepared by: Thomas J. Rocchi, Weisz, Rocchi & Scholes
• Non-Competes and Tax Issues: A Second Look
  Prepared by: John H. Loukidelis, SimpsonWigle Law LLP
• Recent Changes for the Commercial Lawyer to be Aware Of
       - Effect of the New Limitations Act on Demand Promissory Notes
       - Ontario Securities Law Implications for Small Business Entities
       - Recent Development in Bankruptcy Law
       - The Securities Transfer Act, 2006 and Changes to the Personal Property Security Act
  Prepared by:  Danielle Iampietro, Scarfone Hawkins LLP
• Sale of Shares in Active Real Estate Investments by a Corporation
  Prepared by: Paul Dixon, Keesmaat Dixon Kranjc Lewis & Kovacs LLP

• Business Corporations in Canada: Legal and Practical Aspects by Paul Martel
  KF 1415 .ZA2 M23
• Canada Corporation Manual by Warren Grover
  KF 1415 .ZA2 C362
• Canadian Business Corporations Law, 2^nd ed., by Kevin McGuinness
  KF 1415 .ZA2 M34 2007
• Halsbury’s Laws of Canada
  This multi-volume set began publication in 2006 and while it is not yet complete, it is an excellent starting point for legal research. Some of the relevant volumes include: Business Corporations (2 v.), Patents, Trade Secrets, and Industrial Designs, and Personal Property and Secured Transactions.
• Ontario Corporation Manual by Robert Kingston
  KF 1415 .ZB3 O57

• Annotated Canada Business Corporations Act, 2^nd ed., by Wayne Gray
  KF 1415 .ZA2 C36 Bc
• Annotated Ontario Business Corporations Act by Stephen Adams
  KF 1415 .ZB3 A32
• Annotated Ontario Personal Property Act by Richard McLaren
  KF 1050 O58 P
• Annotated Ontario Securities Legislation by McCarthy Tetrault
  KF 1439 O58
• The Practitioner’s Income Tax Act, edited by David Sherman
  KF 6499 .ZA2 P72

• O’Brien’s Encyclopedia of Forms (available in hardcopy and online from library computer)
  Division I: Commercial and General
  Division II: Corporations
  Division III: Conveyancing and Mortgages
  Division IV: Leases
  Division V: Wills and Trusts
  Division VI: Ontario – Family Law
  Division VII: Labour Relations and Employment
  Division VIII: Ontario – Court Forms
  Division IX: Municipal Corporations
  Division X: Computers and Information Technology
  KF 170 O27
• LexisNexis Quicklaw’s Forms (available on all of the library computers)
  Click on the red “Forms” button to access Williston and Rolls Court Forms and the Canadian Forms & Precedents collection, which includes commercial tenancies, corporations, debtor creditor, employment, land development, wills and trusts, and more
  
• Carswell’s Form and Precedent Collection: Corporate Precedents by Gilles Thibault (available in hardcopy and CDROM loaded onto library computer)
  KF 1415 .ZA2 T45
• Annotated Business Agreements by Gregory Harris (available in hardcopy only)
  KF 889 H37
• Shareholders Agreements: an Annotated Guide, 2^nd ed., by Aird & Berlis LLP (available in hardcopy and CDROM loaded onto library computer)
  KF 1448 D38 2009
  

The library has an excellent collection of CLE materials from seminars held by the LSUC, Middlesex Law Association, the County of Carleton Law Association and the HLA. The papers often discuss very specific and timely issues, and can include valuable precedents. The CLE materials are shelved in the stacks with the texts and looseleaf services according to their topics.

• Asset Based Lending in Canada by Alison Manzer
  KF 1428 M36 2008
• Bankruptcy and Insolvency Law of Canada, 4^th ed., by Houlden and Morawetz
  KF 1536 .ZA2 H6
• Bankruptcy in Canada, 4^th ed., by John Honsberger
  KF 1536 .ZA2 D92 2009
  
• Bennett on the PPSA (Ontario), 3^rd ed., by Frank Bennett
  KF 1050 B46 2006
• Canadian Commercial Reorganization: Preventing Bankruptcy by Richard McLaren
  KF 1544 M34
• Canadian Franchise Guide edited by Frank Zaid
  KF 2023 C34
• The Commercial Lease: A Practical Guide, 4^th ed., by Harvey Haber
  KF 593 .C6 H32 2004
• A Commercial Tenancy Handbook by Richard Olson
  KF 593 .C6 O47
• Competition & Antitrust Law, 3^rd ed., by Brian Facey
  KF 1650 .ZA2 R62 2006
• Computer, Internet and Electronic Commerce Law by Barry Sookman
  KF 390.5 .C6 S66
• Cross-Border Litigation: Interjurisdictional Practice and Procedure by Kenneth MacDonald
  K 7615 M33 2009
  
• Director & Officer Liability in Corporate Insolvency: a Comprehensive Guide to Rights and Obligations, 2^nd ed., by Janis Sarra
  KF 1536 .ZA2 S277 2010
• Directors’ Liability in Canada by Ronald Davis
  KF 1423 S535
• Entertainment Law in Canada by Jacqueline King
  KF 4290 E583
• Fox on Canadian Law of Copyright and Industrial Designs, 4^th ed.
  KF 2994 F6
• Fox on Canadian Law of Trade-Marks and Unfair Competition, 4^th ed.
  KF 3180 F6
• The Law of Banking and Payment in Canada by Bradley Crawford
  KF 974 C73 2008
• The Law of Contract in Canada, 5^th ed., by G.H.L. Fridman
  KF 801 F74 2006
• The Law of Contracts, 5^th ed., by S.M. Waddams
  KF 801 W34 2005
• The Law of Guarantee, 2^nd ed., by Kevin McGuinness
  KF 1045 M33 1996
• Non-Share Capital Corporations by R. Jane Burke-Robertson
  KF 1388 B87
• A Practical Guide to Canadian Partnership Law by Alison Manzer
  KF 1375 M36
• Regulatory and Corporate Liability: From Due Diligence to Risk Management by Todd Archibald
  KF1386 .C7 A773
• Sale and Supply of Goods, 2^nd ed., by Kevin McGuinness
  KF 913.1 M34 2010
  
• Sale of a Business, 5^th ed., by Jennifer Babe
  KF 1355 B32 2004
  
• Shareholder Remedies in Canada by Dennis Peterson
  KF 1448 P47

• Office of the Superintendent of Bankruptcy Canada

• Corporations Canada - Search for a Federal Corporation
• Invest in Ontario - Selected Government Programs for Businesses
• Service Ontario - Services for Businesses

• Federal Court of Appeal
• Federal Court
• Ontario Court of Appeal
• Ontario Court of Justice
• Supreme Court of Canada
• Superior Court of Justice (Ontario)
• Tax Court

• Guide to Neutral Citation Standard for Case Law

• Statistics Canada - CPI
• Wall Street Journal Market Data (including US prime rate and other rates that may be used to set rates for loans)

• Corporations Canada - Create / Maintain a Not-for-Profit Organization
• Corporations Canada - Guide to Federal Incorporation (for-Profit)
• Ministry of the Attorney General - Not-for-Profit Incorporator's Handbook

• Ministry of Labour - Guide to the Employment Standards Act

• Canadian Intellectual Property Office - Patent, Trademark, Copyright and Industrial Design Databases

• Canadian Legal Information Institute (CanLII)
• Department of Justice Laws Website
• E-Laws Current Consolidated Law

• CRA - Charities and Giving
• CRA - Fairness and Taxpayer Bill of Rights
• CRA - Forms and Publications by Document Type
• CRA - Forms Listed by Number
• CRA - GST/HST Registry
• CRA - Interpretation Bulletins
• CRA - Information Circulars
• CRA - Information for Businesses by Topic
• CRA - Prescribed Interest Rates
• Ontario Ministry of Revenue - Informaiton on Business Taxes

• City of Hamilton BizPal

• Toronto Opinion Group (TOROG)