10th Annual
BUSINESS LAW and PRACTICE

FEBRUARY 29, 2012

BUSINESS LAW AND PRACTICE

8:15

Registration and Continental Breakfast

9:00

Co-Chairs' Opening Remarks

Stanley W. L. Freedman
Partner
Heenan Blaikie LLP

Sue Kavanagh
Law Clerk, Manager Corporate Services
Perley-Robertson, Hill & McDougall LLP/s.r.l.

9:10

Key Elements of the Business Transaction – Procedural, Ethical and Legal Issues

Andy Chan 
Partner
Miller Thomson LLP

Steven Oh 
Associate
Miller Thomson LLP

Understand the process as well as the key elements that go into a standard business deal so that you have the big picture as you dig into the substance. Among the topics to be explored in depth are:

• Negotiation and pre-transaction agreements
  • Disclosure and confidentiality
  • Confidentiality agreements
  • Confidentiality Agreements
  • Letters of Intent
• Managing the deal, the documents and the process
  • Letter of Intent to Definitive Agreement
  • Team communications
  • Client relations
  • File management
• Closing the deal
  • Conditions of closing
  • Signing off procedures and best practices
• Post closing protocols
• What if the deal dies?
  • What to consider
  • Tie up the loose ends

10:00

Networking Coffee Break

10:15

Cross-Border Capital Markets Issues

Desmond Lee 
Partner
Osler, Hoskin & Harcourt LLP

• Overview of investment banking
• Investment banks versus other capital markets participants such as hedge funds, private equity funds and mutual funds
• What is meant by a "cross-border" transaction?
  • Cross-border securities offerings (Southbound or Northbound)
  • Cross-border M&A transactions
• Alternatives for taking a non-Canadian business public in Canada
  • Conventional IPO
  • Reverse take-over or CPC transaction
  • Straight listing
• Issues particular to transactions involving non-Canadian businesses
• U.S. and Canadian wrappers and issues with extending securities offerings to Canada
• Working with U.S. counsel in different cross-border transactions (leading or following?)

11:15

Mergers and Takeovers – Practical Tips from the Trenches

Brad Ross 
Lawyer
Goodmans LLP

• Complex deal structures
• Roles and responsibilities – lawyer, law clerk, assistant
• Key documents
  
• File and document management
• Client relationship, perspective and priorities
• Dispute and conflict resolution
• Closing the M&A deal
• Ethical and fiduciary duties
• Post closing considerations

12:15

Networking Luncheon

1:15

Getting Ready for the New Ontario Not-for-Profit Corporations Act (ONCA)

Terrance S. Carter
Managing Partner
Carters Professional Corporation

The new Ontario Not-for-Profit Corporations Act (ONCA) that received Royal Assent on October 25, 2010, and is expected to be proclaimed in force sometime in 2012 will have a significant impact on how associations currently incorporated under the Ontario Corporations Act will operate in the future. This seminar will provide a survey explanation of the practical implications of the ONCA, and specifically will cover the following issues:

• Current status of the Ontario Not-for-Profit Corporations Act, 2010 ("ONCA")
• An overview of the structure and purpose of the ONCA
• Duties and defences available to Directors and Officers
• Election and appointment of Directors
• Membership rights and remedies
• Implications of being a "public benefit corporation" and what to do as a result
• Understanding the different level of audit requirements
• The process of OCA corporations continuing under the ONCA
• Comparison between the ONCA and CNCA

2:15

Corporate Reorganizations – Key Legal Considerations

Douglas Robertson
Lawyer
Blake, Cassels & Graydon LLP

Joyce McGuiney
Law Clerk, Manager Transaction Services
Blake, Cassels & Graydon LLP

This session will address the purpose behind some common corporate reorganizations and review practical suggestions for implementing them, with a focus on the organization and documentation of the transactions.

• Reasons for corporate reorganizations
• Using reorganization working agendas and checklists
• Due diligence for corporate reorganizations
• Continuances
  • Moving into and out of the CBCA and OBCA regimes
• Amalgamations
  • Short form vertical amalgamations
  • Short form horizontal amalgamations
  • Long form amalgamations
• Dissolutions
• Drafting share conditions

3:15

Networking Refreshment Break

3:30

Selected Tax Issues and Opportunities in Business Transactions

Gloria J. Geddes
Partner
Gowlings LLP

• Domestic and cross-border corporate acquisitions
• Dealing with stock options of target
• Restrictive covenants
• Corporate reorganizations and combinations

4:15

Time, Process and Project Management

Karen Tuschak, B.A., CHRP
Director of Professional Development and Practice Support
Fraser Milner Casgrain LLP

• From juggling to setting priorities in multi-tasking
• Cut out waste and meet targets
• Managing the work flow and the delegation
• Team work finesse and avoiding the wait syndrome
• Making the most of file "touch" time – avoid redundancy and duplication of effort
• Docketing and time-keeping best practices
• Technology strategies and solutions

5:00

Conference Adjourns for the Day

MARCH 1, 2012

BUSINESS LAW AND PRACTICE

8:15

Continental Breakfast

9:00

Co-Chairs' Opening Remarks

9:05

Regulatory Compliance in Business Deals at Home and Abroad – Key Considerations

Elisa Kearney 
Partner
Davies Ward Phillips & Vineberg LLP

Ensuring that all the regulatory requirements for business transactions are satisfied is an essential part of any business deal. This key step should be addressed in the early stages of the deal to ensure adequate time for compliance, to avoid missing key deadlines and to reduce the risk of errors. Key considerations include:

• Competition law
• International and cross border deals
  • Foreign Investment Review
  • Foreign Corrupt Practices Act
  • Export controls and sanctions
  • Treaties and trade agreements including NAFTA
• Bulk sales law
• Specific types of transactions and regulatory requirements (Telecom, Broadcasting, Finance, Transportation, Energy)
• Compliance processes, procedures and tools to ensure smooth completion
  • Regulatory compliance and due diligence checklists
  • Key deadlines and timelines

10:15

Networking Coffee Break

10:30

Closing the Deal – The Closing Book, Agenda and Due Diligence

Catherine D'Aversa 
President
Legal Resource Consulting

Stanley W. L. Freedman 
Partner
Heenan Blaikie LLP

• Due diligence – early stage
• Searches: Who does what when?
• Bank financings and searches
• Acquisitions and searches
• Managing the time lines and responsibilities
• Meeting deadlines
• Critical path design and milestones
• Drafting the closing book and agenda
• key considerations
  • Start early and think ahead
  • Assigning responsibilities
  • Checklists
  • Use of closing book index
  • Steps for managing the process
  • Deliverables and deliveries
  • Registrations and closure

11:30

Maintaining Corporate Records – Latest Approaches and Technologies

Sue Kavanagh 
Law Clerk, Manager Corporate Services
Perley-Robertson, Hill & McDougall LLP/s.r.l.

Maria Zadarko 
National Sales Manager
Cyberbahn

• Know and meet legal record-keeping requirements
• The ideal minute book – key elements
• Getting it right from the get go
• Establish a process for updates and reviews
• Use checklists and deadlines
• Effective review and troubleshooting
• Retention and storage
• Windup and closure
• The virtual minute book
  • What it is
  • How it works
  • Getting results

12:30

Networking Luncheon

1:30

Managing Audits, Investigations and Searches – Focus on Fraudulent Reporting

Peter Dent, CA, CA-IFA, CPA, CFE 
Partner, Forensic and Dispute Services
Deloitte & Touche LLP

Stéphane Eljarrat 
Partner
Davies Ward Phillips & Vineberg LLP

• An ounce of prevention
• Danger signals and how to deal with them
• Managing the duty to the client and the need to cooperate with investigators
• Types of investigations and searches that may arise and how to deal with them
  • Police
  • Auditors
  • CRA
• CRA Audits
• Differences between an audit and a forensic accounting review
  • What is the role of the auditor?
  • Does the auditor have a responsibility to detect fraud?
• Role of the Board in fraudulent financial reporting investigations
  • What should the lawyer and accountant be aware of and how should they handle communication with the Board and/or the Audit Committee
• Investigations of client transactions
• Meeting obligations to clients in context of investigations and audits
  • Privacy
  • Confidentiality
  • Privilege

2:30

Networking Refreshment Break

2:45

Legal Drafting and Knowledge Management Master Class

April Brousseau 
KM Lawyer, Manager of Library & Knowledge Management Programs
Stikeman Elliott LLP

Eric Wai
Associate, Knowledge Management Group
Stikeman Elliott LLP

Ensure that your documents are authored with clarity, precision and suitable style. Time is a precious commodity in the business world and effective drafting is a key element in streamlining transactions for timely and positive results. This session will strengthen your drafting skills and help you to:

• Write in grammatically correct, coherent sentences
• Avoid jargon and legalese unless there is a reason to use them
• Learn the tricks of effective editing and proof reading
• Understand when and how to use email communications
• Effectively use technology
• Create, use and maintain precedents and sample documents
  • Reporting letters
  • Client/lawyer/office communications
  • Checklists and precedents
  • Corporate records

4:00

CPD Accreditation:
This BUSINESS LAW AND PRACTICE program qualifies for 9.75 substantive hours and can be applied towards the 9 of the 12 hours of annual Continuing Professional Development (CPD) required by the Law Society of Upper Canada.

Please note that these CPD hours are not accredited for the New Member Requirement.

• Junior Associates
• In-House Counsel
• Law Clerks
• Paralegals
• Law Students
• Filings Clerks
• Corporate and Securities Compliance Clerks and Assistants

• Legal Administrators/Professionals
• Supervising Lawyers for Law Clerks
• Contract Administrators
• Senior Legal Assistants
• Legal Employment Recruiters
• Educators of Legal Professionals
• Legal IT Consultants

Dear colleague,

Whether you are a junior legal counsel, an experienced law clerk or other legal professional working in the field of business and/or securities law, you will benefit from the practical updates, insights and best practices this program delivers.

Business deals in today's fast-paced competitive world invariably depend on the solid contributions of law clerks and legal associates to get the job done and satisfy client expectations. Senior in-house counsel and transaction specialists depend on you for timely, on budget and professional delivery of expert services to clients.

Insight Information's Business and Securities Law Forum for 2012 will deliver in-depth coverage of key topic areas to help you meet these requirements. Attend this event to ensure you are up to date on the latest developments in areas such as:

• Key Elements in a Business Transaction
• Mergers and Takeovers – Practical Tips from the Trenches
• Time, Process and Project Management
• The New Not-For-Profit Corporations Act – Be Prepared
• Corporate Reorganizations – Key Legal Considerations
• Tax Issues and Opportunities in Business Transactions
• Regulatory Compliance in Business Deals at Home and Abroad
• Closing the Deal – The Closing Book, Agenda and Due Diligence
• Maintaining Corporate Records – Latest Approaches and Technologies
• Managing Audits, Investigations and Searches – Focus on Fraudulent Reporting
• Legal Drafting and Knowledge Management

Join us in Toronto for an excellent educational opportunity at which you will also benefit from the chance to forge new business relationships. For added benefits and even more CPD credits, consider attending all three days of the program for comprehensive coverage of both business and securities law topics.

We look forward to seeing you there.

Stanley W. L. Freedman
Partner
Heenan Blaikie LLP

Sue Kavanagh
Law Clerk, Manager Corporate Services
Perley-Robertson, Hill & McDougall LLP/s.r.l.

Register 3 delegates for the main conference at regular price at the same time and you're entitled to register a fourth person from your organization at no charge. For other group discounts, please call 1-888-777-1707. All discounts must be redeemed when booking, discounts will not be valid or applied after this time.