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 The best-selling Shareholders' Agreements: a Tax and Legal Guide is a practical, easy to read reference guide to the major business, financial, and tax considerations involved when structuring shareholders' agreements. The book has been revised since the last edition to take into account changing tax legislation and updates to common legal precedents such as:

• Enhanced GAAR discussion with comments on recent Superior Court of Canada decision
• Changes relating to non-competition agreements
• New dividend taxation rules
• New issues on share purchase on death
• Increased lifetime SBC capital gains deduction
• Changes relating to non-resident vendors/purchasers

The above changes will impact the typical shareholders' agreement as it would relate to payment of dividends vs. retention of income at the corporate level, structuring buyouts in the most tax effective way and the role of holding companies.

Consequently, the content of the book has been updated in order to meet the needs of professionals such as lawyers, accountants, insurance agents, and financial advisors who are frequently asked to comment on these types of agreements. This is especially important since shareholders' agreements form an integral part of business succession and estate planning, which is an area of projected growth given an aging population.

Additional Content:

Shareholders' Agreements: a Tax and Legal Guide also includes boilerplate samples on the accompanying DVD. Working sample agreements and variable clauses will be included on the DVD for convenient agreement creation.

About the Authors:

Jack Bernstein is a Senior Tax Partner with the law firm of Aird & Berlis LLP and a CCH author. Jack is a leading practitioner in the areas of corporate tax and estate planning. He is a well-known lecturer with several professional associations and has written for a number of trade publications. Jack is the original author of the 1988 work.

Stuart Bollefer is also a Senior Tax Partner and a member of the firm's Tax Group, as well as Chair of the Wealth Management and Succession Planning Team. Stuart has more than 25 years of extensive experience providing domestic and international tax advice with respect to mergers and acquisitions, inbound and outbound investment and business expansion, and estate and wealth preservation planning. Stuart acted as editor in chief and contributor in this edition.

Steven Kelman and Dennis Miller are Partners with Aird & Berlis LLP's Corporate Finance group, practising in the areas of corporate finance, mergers & acquisitions, debt and equity financings, and shareholders' agreements. Steven and Dennis have presented at a numbe

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Published: October 2008

It would be hard to find a more useful guide to international sales agreements. Compared to domestic transactions, the risks associated are greatly multiplied and it is a rare international sales agreement that can rely on minor variations of standard terms, as is so often the case in domestic agreements. Foreign laws, export/import and currency exchange controls, treaties, transit issues, inspection of goods, insurance, tariffs - all these and more must be taken into account in contract negotiations.

For lawyers charged with drafting an international sales contract, this expanded and updated second edition is invaluable. Clause by clause, it clearly details the drafting process, commenting expertly on every issue likely to arise as it goes. Designed to cover every contingency, including definitions, Incoterms, price adjustments, documentation, labeling, delivery dates, limitation of liability, confidentiality, arbitration and antitrust issues, this book also covers relevant national circumstances in the commentary to each clause.

Table of Contents:

• Contents of Sample Clauses
• Introduction
• Chapter 1: Preliminary Matters
• Chapter 2: Drafting the Agreement
• Chapter 3: The Goods Being Sold
• Chapter 4: Trade Terms
• Chapter 5: Price
• Chapter 6: Permits, Licenses and Certificates
• Chapter 7: Payment
• Chapter 8: Delivery
• Chapter 9: Transfer of Title and Risk
• Chapter 10: Bills of Lading and Other Documents for Carriage of Goods
• Chapter 11: Insurance
• Chapter 12: Inspection
• Chapter 13: Warranties
• Chapter 14: Force Majeure and Hardship
• Chapter 15: Termination and Penalty Clauses
• Chapter 16: Intellectual Property
• Chapter 17: Other Obligations of the Parties
• Chapter 18: Dispute Resolution
• Chapter 19: Governing Law
• Chapter 20: Language
• Chapter 21: Miscellaneous Provisions
• Appendix 1: The CISG
• Appendix 2: UNIDROIT Principles of International Commercial Contracts
• Appendix 3: The Principles of European Contract Law

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Published: May 2013

International Arbitration and Forum Selection Agreements: Drafting and Enforcing, 4th Edition is a concise, practical primer on the fundamentals of drafting and enforcing arbitration agreements and other dispute resolution clauses. It offers model arbitration and forum selection clauses for international contracts and explains the advantages and disadvantages of different approaches.

Table of contents:

• Chapter 1 – Planning For International Dispute Resolution
• Chapter 2 – Drafting International Forum Selection Clauses
• Chapter 3 – Drafting International Arbitration Agreements
• Chapter 4 – Enforcing International Forum Selection Agreements
• Chapter 5 – Enforcing International Arbitration Agreements
• Chapter 6 – Enforcing Foreign Judgments
• Chapter 7 – Enforcing International Arbitral Awards
• Chapter 8 – Drafting And Enforcing Choice-Of-Law Clauses
• Appendices

The book is an essential resource for any international practitioner or corporate counsel engaged in international matters.

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Put the drafting tactics, techniques and forms used by 23 licensing experts to work for you. Deal quickly and effectively with today's most complex issues, with the insights and guidance of experts who offer their licensing know-how and exclusive drafting techniques.

In two comprehensive volumes, you will find time-saving clauses and provisions, full-length model license agreements, practice-tested approaches to drafting critical license provisions and practical advice. You also will get detailed analysis of legal considerations that affect international agreements, hybrid licenses, enforcement and litigation, confidentiality, technology and the internet and other important issues you must address during the drafting process.

There are in-depth discussions of special rules that apply to specific types of licensing situations, multimedia and software and emerging licensing areas. Plus, there is authoritative coverage of the latest trends and innovative strategies in pricing, maximizing revenues and other important aspects of the business of licensing. This book offers complete, time-saving answers to the drafting questions you encounter every day.

Table of Contents:

• Chapter 1: Drafting License Agreements
• Chapter 2: Intellectual Property Infringement Indemnification
• Chapter 3: Fundamentals of Intellectual Property
• Chapter 4: Antitrust and Misuse
• Chapter 5: International Licensing and Foreign Antitrust Rules
• Chapter 6: Bankruptcy Considerations
• Chapter 7: Hybrid Licenses and Royalty Agreements
• Chapter 8: Artist's Right of Publicity
• Chapter 9: Licensing Computer Software
• Chapter 10: Software Licensing
• Chapter 11: Technology Transfer and Development Agreements
• Chapter 12: Basic Considerations in Music Licensing
• Chapter 13: Clauses in Patent Licensing Agreements
• Chapter 14: Pricing and Presenting Licensed Technology
• Chapter 15: Maximizing Income from Licensing
• Chapter 16: Intellectual Property Valuation
• Chapter 17: The Licensing Discipline and Intellectual Property Litigation
• Chapter 18: Alternative Dispute Resolution
• Chapter 19: Overview of ADR Mechanisms
• Chapter 20: The Commercialization of University Inventions: From Technology Transfer to Technology Partnership
• Forms
• Index

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Drafting Internet Agreements, Second Edition is the most comprehensive single volume collection of annotated forms for the internet. The book also offers valuable insights for business executives who want to know how internet transactions are structured and how to negotiate the best deals.

This easy-to-use reference with accompanying CD-ROM offers instant access to more than 40 sample agreements for every area of internet practice including:

• Internet advertising
• Internet consulting
• Electronic commerce
• Internet joint ventures
• Internet licensing
• Technology development
• Website agreements 

Each form has been developed by the authors or other experienced internet law practitioners and has been used in actual transactions.

Organized by type of transaction, each chapter includes a full agreement that illustrates the entire transaction as a seamless whole, as well as a variety of agreements for closely related issues. For each form, the authors provide a brief overview, an analysis of the different kinds of forms that relate to the topic, and a description of the form's applicability and use.

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