Jennifer Hamilton-Upham

Jennifer J. Hamilton Upham, TEP

Legal Assistant: Sherri Benoit

Jennifer advises business clients at various stages of their business life cycle - from start up to a sale or dissolution including incorporations, partnerships, joint ventures, shareholder agreements, tax planned corporate reorganizations, succession planning and wind ups/dissolutions.  Business owners and operators turn to Jennifer for support with legal matters related to their operations or strategic growth including contract negotiation, supply agreements, non-disclosure agreements, commercial leasing, financing, and mergers & acquisitions. 

Jennifer also assists major Canadian and US law firms in other jurisdictions with Nova Scotia matters, including corporate restructuring, financing and unlimited liability companies.  Jennifer acts as recognized agent in Nova Scotia for a number of out of province businesses.

Jennifer also has experience assisting corporate or charitable organizations and their Boards of Directors with corporate governance matters including incorporating societies, obtaining charitable registration, establishing policies, and revising constating documents (such as by-laws).  Jennifer has proudly provided service as corporate secretary to large international businesses.

Jennifer advises individuals on trusts and estate planning including family trusts, tax planned wills, powers of attorney, and personal care directives.  In all aspects of her practice, Jennifer’s education and experience with tax planning for business owners allows her to work with clients to minimize taxes where possible.

Jennifer has also has unique experience with co-operatives as a member of our Co-operative Law Group.  

Jennifer was recognized as a “Leading Lawyer to Watch” in the 2018 Canadian Legal Expert Directory and also was selected by her peers for inclusion in The Best Lawyers™ in Canada 2020 in the practice of Corporate Law.

  • Canadian Institute of Chartered Accountants (CICA) In Depth Tax Course, Part I and Part II
  • Bar Admission: Nova Scotia, 2007
  • LL.B. (Dalhousie University, 2006)
  • B.B.A. (Acadia University, 2003) 
  • Regularly assisting clients with structuring or restructuring their business, including preparing shareholder’ agreements and structuring and implementing tax planned corporate reorganizations such as freezes, interposition of family trusts, Section 85 rollovers, purifications, divisive reorganizations, amalgamations and wind ups
  • Assisting clients with the purchase and sale of businesses (by way of share sale or asset sale) and the purchase and sale of assets in the course of business and commercial financing
  • Assisting major Canadian and US law firms in Nova Scotia matters, including corporate restructuring, financing and transactions with unlimited liability companies
  • Advising clients on operational matters on a day to day basis, including assisting in all aspects of contract drafting and negotiation, providing direction on corporate governance matters and directors’ and officers’ liability   
  • Advising individuals and business owners in trust and estate or succession planning matters including preparing wills and assisting with estate administration
  • Co-corporate secretary to large international business
Professional Activities and Affiliations
  • Nova Scotia Barristers` Society
  • Canadian Bar Association
  • Canadian Tax Foundation
  • Society of Estate and Trust Practitioners
  • Chair, Canadian Bar Association, Nova Scotia Business Law Section, 2016-present
  • Vice-Chair, Canadian Bar Association, Business Law Section, 2014-2016
Personal, Community and Volunteer Activities
  • Current Director, Truro and Colchester Regional Enterprise Network
  • Past Chair, Colchester East Hants Health Centre Foundation
  • Past Chair, United Way of Colchester County
  • Past Chair, Campaign Team for the United Way of Colchester County 
  • Former Solicitor, Nova Scotia Chamber of Commerce
  • Former Board Member, Central Nova Women`s Resource Centre 
  • Volunteer/fundraiser for various organizations and events including Canadian Cancer Society, Children`s Wish Foundation, Big Brother`s Big Sister`s and the Legal Information Society of Nova Scotia

Jennifer has been a guest speaker on various corporate, tax and estate planning issues and continues to enjoy the opportunity to provide information sessions to businesses and other organizations at their request.

Also, Jennifer presented at: the 2019 Atlantic Provinces Tax Conference on “Current Cases”; the 2018 Canadian Bar Association Annual Conference on “Drafting Comprehensive Shareholders’ Agreements”; and the 2015 Atlantic Provinces Tax Conference on “Should I Stay or Should I Go? Practical and Tax Considerations through the Life Cycle of a Marriage”. Jennifer also presented to the Canadian Bar Association in 2011 on “Due Diligence Minute Book Reviews” and co-authored “Challenges in the Implementation of Alter Ego and Joint Spousal Trusts” for the Society of Trust and Estate Practitioners, Atlantic Branch, Fall 2012 Newsletter

Qualifications

  • Canadian Institute of Chartered Accountants (CICA) In Depth Tax Course, Part I and Part II
  • Bar Admission: Nova Scotia, 2007
  • LL.B. (Dalhousie University, 2006)
  • B.B.A. (Acadia University, 2003) 

Experience

  • Regularly assisting clients with structuring or restructuring their business, including preparing shareholder’ agreements and structuring and implementing tax planned corporate reorganizations such as freezes, interposition of family trusts, Section 85 rollovers, purifications, divisive reorganizations, amalgamations and wind ups
  • Assisting clients with the purchase and sale of businesses (by way of share sale or asset sale) and the purchase and sale of assets in the course of business and commercial financing
  • Assisting major Canadian and US law firms in Nova Scotia matters, including corporate restructuring, financing and transactions with unlimited liability companies
  • Advising clients on operational matters on a day to day basis, including assisting in all aspects of contract drafting and negotiation, providing direction on corporate governance matters and directors’ and officers’ liability   
  • Advising individuals and business owners in trust and estate or succession planning matters including preparing wills and assisting with estate administration
  • Co-corporate secretary to large international business
Professional Activities and Affiliations
  • Nova Scotia Barristers` Society
  • Canadian Bar Association
  • Canadian Tax Foundation
  • Society of Estate and Trust Practitioners
  • Chair, Canadian Bar Association, Nova Scotia Business Law Section, 2016-present
  • Vice-Chair, Canadian Bar Association, Business Law Section, 2014-2016
Personal, Community and Volunteer Activities
  • Current Director, Truro and Colchester Regional Enterprise Network
  • Past Chair, Colchester East Hants Health Centre Foundation
  • Past Chair, United Way of Colchester County
  • Past Chair, Campaign Team for the United Way of Colchester County 
  • Former Solicitor, Nova Scotia Chamber of Commerce
  • Former Board Member, Central Nova Women`s Resource Centre 
  • Volunteer/fundraiser for various organizations and events including Canadian Cancer Society, Children`s Wish Foundation, Big Brother`s Big Sister`s and the Legal Information Society of Nova Scotia

Publications & Presentations

Jennifer has been a guest speaker on various corporate, tax and estate planning issues and continues to enjoy the opportunity to provide information sessions to businesses and other organizations at their request.

Also, Jennifer presented at: the 2019 Atlantic Provinces Tax Conference on “Current Cases”; the 2018 Canadian Bar Association Annual Conference on “Drafting Comprehensive Shareholders’ Agreements”; and the 2015 Atlantic Provinces Tax Conference on “Should I Stay or Should I Go? Practical and Tax Considerations through the Life Cycle of a Marriage”. Jennifer also presented to the Canadian Bar Association in 2011 on “Due Diligence Minute Book Reviews” and co-authored “Challenges in the Implementation of Alter Ego and Joint Spousal Trusts” for the Society of Trust and Estate Practitioners, Atlantic Branch, Fall 2012 Newsletter