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Approved by the Law Society of British Columbia
and the Law Society of Saskatchewan

Updated Edition, Negotiating and Drafting

MAJOR BUSINESS
AGREEMENTS

January 25 – 26, 2011 | TELUS Convention Centre | Calgary

Major Business Agreements
Click onto brochure cover to download a PDF version.
Register Online or call 1-888-777-1707.
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Senior in-house and law firm counsel will deliver strategic, practical coverage of:


  • Recent court decisions and legislative changes
  • Choosing the right structural vehicle for the deal, know your options
  • Financial assurances and protections: Guarantees, Holdbacks and more
  • Asset Purchase vs. Share Purchase vs. Merger Agreements
  • Project Finance, Credit options and Investment vehicles
  • Reducing Transaction Risk and protecting client IP
  • Confidentiality Agreements, Letters of Intent, and Non-Competition Agreements
  • The latest on Strategic Alliances and Joint Ventures, Cross Border and Outsourcing deals, Trade Agreements
  • Lease Agreements, Securities Contracts and Electronic Contracting
  • Doing business with First Nations – Impact and Benefit Agreements
  • And, receive valuable take-aways: Precedents, Checklists, Model Agreements

 

PROGRAM CO-CHAIRS

William (Bill) G. Gilliland
Fraser Milner Casgrain LLP

Bryan C. Haynes 
Bennett Jones LLP

 

KEYNOTE ADDRESS

The Client, the Firm and the Deal: In-house Counsel Reflections

David Weyant QC
Senior VP & General Counsel
Alberta Health Services

 

MOCK NEGOTIATION SESSION

Pre-Negotiation and Negotiation Strategies: Legal, Business and Ethical Considerations and Practical Examples

William K. Jenkins
Fraser Milner Casgrain

Joni R. Paulus
General Counsel
Agrium Inc.

 

Plus, two intensive workshops:

Workshop A | Securities Law and Practice

Christopher Wolfenberg
Macleod Dixon LLP


Workshop B | Energy Contracts – The Latest Legal and Business Developments

Michael A. Hurst
Fraser Milner Casgrain LLP

 

CLE Accreditation

This conference has been approved by the Law Society of British Columbia and the
Law Society of Saskatchewan for 13 hours.


The post-conference workshops have been approved by the
Law Society of British Columbia and the Law Society of Saskatchewan for 3 hours each.

 

WHO SHOULD ATTEND

  • Corporate/General/In-house Counsel
  • Corporate/Commercial Lawyers
  • Corporate Executives
  • Federal, Provincial and Municipal Lawyers
  • Contract Managers/Specialists
  • Commercial and Investment Bankers
  • Business Consultants
  • Business Owners

 

 


Dear Colleague,


We are pleased to be once again working with Insight Information to deliver this 2011 version of the Negotiating and Drafting MAJOR BUSINESS AGREEMENTS conference in Calgary.

In today’s unforgiving business climate, the effective planning and strategizing of business deals and the skilled drafting of transaction terms and contracts is essential in order to achieve business success. However, business deals require careful attention not only to the crafting of the contract document itself, but also to guiding the processes that unfold before and after the deal is committed to paper. Effectively managing relationships and communications, and successfully navigating negotiations and regulatory requirements are also key elements to ensuring that client objectives are met.


Insight Information’s Major Business Agreements conference for 2011 will deliver expert coverage of timely, practical topics and provide essential updates on the changing legal, regulatory and business landscape. Whether you are a lawyer in private practice, are employed as corporate counsel in the public or private sectors, are a business, aboriginal or community leader, this program will provide essential information to support your commercial transactions and business initiatives.


Join us in January for an excellent networking opportunity and to stay abreast of important legal developments, while fine-tuning your commercial law and drafting skills.


We look forward to seeing you there.

 

William (Bill) G. Gilliland
Partner
Fraser Milner Casgrain LLP

Bryan C. Haynes
Partner
Bennett Jones LLP

 

CONFERENCE AGENDA


JANUARY 25, 2011
8:15

Registration and Continental Breakfast

9:00

Welcoming Remarks from Insight Information

9:05

Co-Chairs’ Opening Remarks

William (Bill) G. Gilliland
Partner
Fraser Milner Casgrain LLP

Bryan C. Haynes
Partner
Bennett Jones LLP

9:10

Legislative Developments, Case Law Updates, Contract Law Trends

James T. Eamon, Q.C.
Partner
Gowling Lafleur Henderson LLP

  • Key legal concepts – how to explain them to internal and external clients
  • Choice of law and jurisdiction issues
  • Developing trends in contract law – impact on business transactions
  • Legislative developments of note
  • Enforceability of boilerplate clauses
    • limitation on liability
    • entire agreement clauses
    • liquidated damages
  • Duty of good faith
  • Force majeure and frustration of contract
  • Fundamental breach
  • Privity of contract
  • Illegal contracts
10:00

Confidentiality Agreements, Letters of Intent, Non-competition Agreements

William (Bill) G. Gilliland
Partner
Fraser Milner Casgrain LLP

  • The risks and benefits of early stage agreements
  • Duty to negotiate in good faith
  • Opinion letters
  • Relevant case law update
  • Non-competition agreements
  • Confidentiality agreements
  • Letters of intent
    • when to use them
    • key provisions
    • when are they binding; when are they not?
10:45

Networking Coffee Break

11:00
MOCK NEGOTIATION

Pre-Negotiation and Negotiation Strategies: Legal, Business and Ethical Considerations and Practical Examples

William K. Jenkins
Partner
Fraser Milner Casgrain

Joni R. Paulus
General Counsel
Agrium Inc.

The panelists will conduct a mock negotiation as a method of illustrating negotiating styles, strategies and key considerations, including:

  • Understanding the needs of the parties
  • Effective client processes and interactions
  • Clarifying objectives
  • Identifying key issues and challenges
  • Issue prioritization and valuation for both sides
  • Managing expectations
  • Strategizing “trades”
  • Sample pre-negotiation facts and preparation
  • Setting the agenda and the timetable
  • Strategies for advancing your position
  • Confronting negative tactics
  • Getting the outcome you want
11:45

Partnerships, Unincorporated Business Associations and other Business Organizations

John R. Houghton
Counsel
Lawson Lundell LLP

  • Preliminary issues and questions – options and implications of different organizational structures in business
    • unincorporated business associations
    • partnerships
    • limited partnerships and limited liability partnerships
    • corporations
    • subsidiary companies – when to use them
  • Contracting and doing business with various types of business organizations – what are the key differences?
  • Partnerships, limited partnerships and limited liability partnerships
    • differences
    • advantages and disadvantages
    • strategic considerations
  • Governance issues
  • Providing legal advise to different types of business organizations
  • Transferring interest and dissolution provisions
  • How Shareholder Agreements may impact business transactions
12:30

Networking Luncheon

1:30

Financial Assurances and Protections in Business Transactions

Kenneth B. Flowers
Partner
Lawson Lundell LLP

Managing the financial risk inherent in business transactions is often a challenging and key consideration in the negotiation and drafting of transaction terms. What are the options open to the parties and how may they be best utilized?

  • Guarantees and indemnities
  • Letters of credit
  • Bonds
  • Holdbacks
  • Adjustment clauses
  • Force majeure clauses
  • Special insurance
2:15

Cross Border and International Agreements and Trade

I. Berl Nadler
Partner
Davies Ward Phillips & Vineberg LLP

Glenn Cameron
Partner
Stikeman Elliott LLP

  • Negotiating cross-border deals – threshold issues
    • contract formation
    • enforceability
    • governing law
    • jurisdiction and dispute settlement
  • Key legal issues
    • bulk sales law
    • tax and SR&ED
    • regulatory issues
    • IP
  • Treaties and trade agreements
    • export controls
    • Iran sanctions
    • NEB controls
    • NAFTA
  • Issues in multi-national financing transactions
    • financial assistance in different jurisdictions
    • implications for Canadian borrowers and lenders
3:15

Networking Refreshment Break

3:30

Commercial Lending Transactions – Complex Loans, Credit Agreements and Project Finance

David Zacks, Q.C.
Partner
Blake, Cassels & Graydon LLP

  • Types of credit agreements and the parties
  • Credit agreements
    • types of credit facilities
    • the mechanics of advances
    • conditions precedent to lending
    • representations and warranties
    • covenants
    • security
    • events of default
    • payments
    • agency and multiple lenders
  • Project finance
  • Opinion issues
  • Special problems that can arise and how to make provision for them in the contract
4:15

Leasing Agreements - The Essentials

Ian Kennedy
President
Ayrshire Group

Beth Vogel
Counsel
Gowling Lafleur Henderson LLP

  • General introduction to leasing and leasing agreements
  • Commercial real estate leasing agreements – anatomy of the deal and documentation
  • Sample provisions of a commercial real estate lease – review, discussion, drafting tips
5:00

Conference Adjourns for the Day

 

JANUARY 26, 2011
8:30

Continental Breakfast

9:00

Co-Chairs’ Opening Remarks

9:05

The Annotated Purchase and Sale Agreement – Asset, Stock and Merger Deals

Neal Ross
Partner
Osler, Hoskin & Harcourt LLP

Paula Olexiuk
Partner
Osler, Hoskin & Harcourt LLP

  • Structure of the transaction and translating it to paper
  • Most important issues from the buyer’s and seller’s points of view
  • Key considerations for an asset vs. share purchase vs. merger agreement
  • How is this reflected in the agreement?
  • Issues relating to share considerations
  • Representations, warranties and covenants
    • what is essential and why
    • drafting and negotiation tips
  • Case law and jurisprudence including “material adverse change”
  • Protecting yourself if you are the vendor
  • Procedural and process issues in the transaction
  • The boiler plate clauses and when to alter them
  • Indemnification and indemnification clauses
    • What are the options?
    • Knowing which option to use and when
    • Drafting indemnification clauses
    • Making them stick
  • Insurance considerations
  • Interim provisions
  • Closing conditions and the closing checklist
10:00

Commonly Negotiated Deal Points in M&A Transactions

Bryan C. Haynes
Partner
Bennett Jones LLP

  • Unique attributes and challenges of M&A deals
  • What are the most commonly negotiated and important deal points?
  • What is market?
  • Technical and strategic considerations
    • M&A in today’s economy
10:00

Commonly Negotiated Deal Points in M&A Transactions

Bryan C. Haynes
Partner
Bennett Jones LLP

  • Unique attributes and challenges of M&A deals
  • What are the most commonly negotiated and important deal points?
  • What is market?
  • Technical and strategic considerations
    • M&A in today’s economy
10:45

Networking Coffee Break

11:00

Joint Ventures and Strategic Alliances

Fred R. Pletcher
Partner
Borden Ladner Gervais LLP

  • Forms of joint ventures (JV) and business alliances - contractual, corporate, partnership
  • Common elements of JV arrangements
  • Special legal/regulatory issues including: partnership issues, taxation, competition, fiduciary duties
  • Governance and control issues
  • Funding the JV – distribution of cash and profits
  • Transferability of JV interests
  • Exit strategies, pre-emptive rights, consequence of termination
  • Dispute resolution
  • Other matters: accounting, taxation, confidentiality, non-competes, spin-off ventures
  • Special considerations in cases of scross border and international JVs
11:45

Underwriting, Subscription and other Securities Agreements

Stuart Olley
Partner
Stikeman Elliott LLP

  • Understanding the key elements of securities law and contracts
  • Underwriting agreements
    • representations and warranties
    • conditions of closing
    • termination events
    • indemnity provisions
  • Special features of cross-border underwriting agreements
  • Bought deal underwriting agreements vs. agenda underwriting agreements
  • Subscription agreements, including accredited investor rules, resale restrictions
  • Registration rights agreements
  • Termination
12:30

Networking Luncheon

1:15
KEYNOTE LUNCHEON ADDRESS

The Client, the Firm and the Deal: In-house Counsel Reflections

David Weyant QC
Senior Vice President and General Counsel
Alberta Health Services

1:45

Sourcing and Procurement Agreements: Industry Panel and Perspectives

Moderator: Stephen D. Burns
Partner
Bennett Jones LLP

Robert J. Douglas
Senior Counsel
Teck Coal Limited

David M. Holub
Manager, Legal Affairs
Apache Canada Ltd.

Laura Letourneau
Senior Legal Counsel
Apache Canada Ltd.

Outsourcing is often used to leverage outside expertise and infrastructure, defray capital and other costs, and refocus operations on core business activities. While outsourcing can be effective to achieve key objectives, it can also become a high risk area for some organizations. Topics to be discussed include:

  • Outsourcing
    • what it is
    • when to use it for best results
  • Purchase orders
  • Outsourcing and strategic sourcing agreements
    • service descriptions
    • service levels
    • remedies
    • benchmarking
    • change management
    • governance
    • subcontractors
    • risk transfer
    • termination obligations
  • Supplier quality and performance issues – promises, promises
  • Pricing strategies
  • Supplier’s use of assets
  • Intellectual property ownership
2:30

IP Issues in Business Transactions

John T. Ramsay QC
Partner
Gowling Lafleur Henderson LLP

  • Collaboration/joint ownership issues
  • Title/ownership issues
  • Infringement warranties
  • Scope of indemnity
  • Due diligence versus best practices review
3:15

Networking Refreshment Break

3:30

Doing Business with First Nations – Impact and Benefit Agreements

Wally Braul
Partner
Fraser Milner Casgrain LLP

  • Legal update – case law and regulatory developments
  • Contextual considerations for Impact and Benefit Agreements
  • Key provisions and how to approach them strategically
4:15

Electronic Contracts – Addressing the Unique Features and Risks

George A. Wowk
Lawyer
Burnet, Duckworth & Palmer LLP

  • What is unique about contracting online or electronically?
  • Special regulatory and legal provisions
    • consumer protection laws
  • What special issues and risks arise?
    • enforceability
    • identity theft
    • proving assent
    • proving the terms
  • What are the best strategies for addressing these?
  • Enforceability of click-through agreements
  • The use of electronic signatures and digital signatures
5:00

Co-Chairs’ Closing Remarks and Conference Concludes

 

POST-CONFERENCE WORKSHOPS | JANUARY 27, 2011

WORKSHOP A | 9:00 a.m. to 12 noon

Securities Law and Practice


Christopher Wolfenberg
Partner, Macleod Dixon LLP


Benefit from an intensive session led by an expert in the field of securities law. You will receive in-depth coverage and practical strategies for this challenging and essential field of business law. Key areas of focus will include:


  • An overview of general principles of securities regulation
  • Public versus privately held companies
  • An understanding of how capital markets operate
  • Identification of categories of securities and funds
    • mutual funds
    • income trusts
    • IPO’s
    • bonds and debt instruments
    • investment funds
    • income funds
  • What is continuous disclosure and why does it matter?
  • The role of the auditor and audit committee
  • Precedents, checklists and due diligence for
    • public offerings
    • private placements
    • exemptions
    • M&A
    • going private transactions
  • A review of public company statutory liabilities
  • An update on recent developments in securities litigation and enforcement

Don’t miss this opportunity to learn the essentials, latest developments and best practices in securities law. You will receive specially prepared current materials for sharing with your colleagues and have plenty of opportunities to ask questions and explore issues of concern to you and your practice.


Chris Wolfenberg practices corporate and securities law, focusing on public and private financing transactions, mergers and acquisitions, reorganizations and other corporate transactions involving junior and senior issuers. Chris has acted as a director and officer of a number of public, private and non-profit entities.

12:00 | 1:00 LIGHT LUNCH WILL BE SERVED FOR DELEGATES ATTENDING BOTH WORKSHOPS

WORKSHOP B | 1:00 p.m. to 4:00 p.m

Energy Contracts – The Latest Legal and Business Developments


Michael A. Hurst
Partner, Fraser Milner Casgrain LLP


Attend this in-depth seminar to learn about key business transactions in the Oil and Gas sector from a leading practitioner. You will receive timely and practical updates focusing on important and developing areas of energy/oil and gas law and transactions. Topics to be covered include:


  • Oil and Gas Purchase and Sales Deals:
    • strategic considerations and pre-contract negotiations
    • key contract provisions
    • precedents and sample clauses
    • important legal and business developments
    • risk reduction and indemnification
    • practice tips

This comprehensive workshop will provide you with expert coverage of this topic as well as strategic analysis, documentary tools, precedents and specially development materials that will provide value long after the workshop has concluded.


Michael A. Hurst is an expert in energy law who has been involved in oil and gas upstream, midstream and pipeline acquisitions, and in the structuring of greenfield projects, financing transactions and product sales arrangements. Mike has worked on infrastructure projects in the Western Canada Sedimentary Basin, the Canadian arctic and offshore areas and South America. He has also participated in the structuring of three large Oil Sands joint ventures.

 

SPONSORSHIP OPPORTUNITIES

Gain additional presence and prestige in front of senior level decision makers through Insight Information’s sponsorship opportunities. All of our exclusive sponsorship packages include a comprehensive suite of preferential benefits. For further details, please contact Kevin Jeanjacques at 416.642.6130 or kjeanjacques@alm.com

 

HOTEL RESERVATIONS

The TELUS Convention Centre is conveniently located at 120-9th Avenue S.E., Calgary, Alberta. Tel. 403-261-8500. For overnight accommodation please call the Marriott Hotel at 403-266-7331 and ask for the Insight Information corporate rate, or online at www.calgarymarriott.com using booking code IEY (subject to availability).

 

PRICE

Registration Fee: (Includes meals, documentation and inCONFERENCE, fully searchable online access to this conference' s papers*)

[   ] Early Bird Special
(Register and pay by October 22, 2010)
$1,795.00 + GST ($89.75) = $1,884.75
[   ] Regular Conference Price $1,995.00 + GST ($99.75) = $2,094.75
[   ] Solution Provider / Vendor Pricing $2,095.00 + GST ($104.75) = $2,199.75
[   ] Workshop A [ ] or B [ ] $600.00 + GST ($30.00) = $630.00
[   ] Both Workshops $1,095.00 + GST ($54.75) = $1,149.75

[   ] I would like to order an extra copy of the conference binder (1 conference binder is included in the registration fee) $100.00 +  5% GST

* Please allow 2 weeks after conference for activation of login and password.

 

CANCELLATION AND REFUND POLICY

A refund (less an administration fee of $200 plus GST) will be made if notice of cancellation is received in writing three weeks before the event. We regret that no refund will be given after this period. A substitute delegate is welcome at any time.


SPECIAL OFFER: Send 4 people for the price of 3!

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.


INSIGHT INFORMATION REWARD PROGRAM: Attend multiple Insight Information conferences in 2010 and/or register during 2010 and save! Attend and/or register for a 2nd conference in the calendar year (January to December) and receive a 25% discount and attend and/or register for a 3rd conference and receive a 50% discount. Buy more and save!

PRIVACY POLICY: By registering for this conference, Insight Information will send you further information relating to this event. In addition, you may receive by mail, telephone, facsimile or e-mail information regarding other relevant products and services from either Insight Information OR third parties with whom we partner. If you do not wish to receive such information from either Insight or third parties, please inform us by email at privacy@alm.com or by telephone at 1 888 777-1707.

Please note: Full payment is required in advance of conference dates. Please make all cheques payable to Insight Information.


INSIGHT INFORMATION reserves the right to change program date, meeting place or content without further notice and assumes no liability for these changes.