Business Must-Haves: Tax, Legal, and Valuation Considerations of Shareholders’ Agreements
Shareholders’ Agreements are vital in the context of a private owner managed business. These agreements have significant legal and tax consequences. A properly drafted Shareholders’ Agreement can effectively becomes the framework document for the ownership and management of the business.
This presentation will focus on the “must haves” of a carefully thought out shareholders’ agreement, the topics covered will range from:
- What is a shareholders’ agreement and what’s in a shareholders’ agreement
- Terms to be included in shareholders’ agreements
- Control Matters including de facto control, de jure control and 251(5)(b)
- Buy-Sell, and the related tax consequences
- Important clauses in the context of a valuation of the business.
- Other technical tax and legal matters
29 Oct 2021, 10:00 AM
5.5 CPD hours
About the Instructor(s)
CPA CA, CGA, CPA (Texas)
Alex has close to 20 years of experience working in the accounting departments of large companies and as a public practitioner. Over the years, Alex helped many private clients with their tax structuring and estate planning needs. Alex also assists in Canadian and US tax compliance and various other tax related matters.
Alex is heavily involved in the tax community and is a member of the Canadian Tax Foundation (CTF) where he has published articles for the CTF and presented at various events for the CTF.
In addition, Alex has also presented at events for CPA Ontario, accounting groups and other industry specific events. He also facilitates the CPA Canada In-depth tax course.
Eli Hoffman is a lawyer in the Business Law Group at Minden Gross LLP. His practice focuses on assisting private client businesses. He regularly advises clients at the various stages in the life cycle of a business, from start-up to succession or exit. Eli views shareholders agreements as a legal framework in his clients’ businesses that adapts to each stage in the life cycle. Eli began his legal career in commercial litigation and acted on shareholders disputes. This valuable experience helps him to truly understand how issues can escalate to litigation. Informed by this knowledge, Eli is proactive in addressing these issues with clients up front, and in the manner in which he drafts shareholders agreements to mitigate and provide resolutions.
Melanie E. Russell, CPA, CA, CBV, CFE, CIM, CFF, ABV – her current practice focuses on business valuations, litigation support and dispute analysis, financial/forensic investigations, corporate finance and education. She has qualified as an expert witness in the areas of valuation, forensic accounting, income analyses and loss of income calculations in a number of cases in the Ontario Court of Justice, the Ontario Superior Court and the Federal Court of Canada. She has also acted as an accounting expert in arbitration, mediation and other alternative dispute resolution proceedings (e.g., collaborative family practice), and negotiated a number of buy/sell transactions. She has taught at various institutions, authored various articles and professional material, and has had a number of years marking, authoring and co-ordinating professional examinations including the CICBV Membership Qualifying Examination.