2012 Edition
MAJOR BUSINESS AGREEMENTS

MARCH 22, 2012

8:15

Registration and Continental Breakfast

9:00

Welcoming Remarks from Insight Information

9:05

Co-Chairs' Opening Remarks

Jeffrey A. Hoyt 
Partner
McInnes Cooper (Saint John)

Brian Tabor QC
Partner
Stewart McKelvey

9:00

Legislative Developments, Case Law Update and Business Climate

Jeffrey A. Hoyt 
Partner
McInnes Cooper (Saint John)

• Today's business climate trends and impact on commercial and business law
• Legislative developments of note
• 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
• Enforceability of boilerplate clauses
  • limitation on liability
  • entire agreement clauses
  • liquidated damages
• Duty of good faith
• Force majeure and frustration of contract

10:00

Networking Coffee Break

10:15

Pre-transaction and Early Stage Agreements: Confidentiality Agreements, Letters of Intent, and Non-Competition Agreements

John A. Young, QC
Managing Partner
BoyneClarke LLP

Janet Curry 
Legal Counsel
Workers' Compensation Board of Nova Scotia

• Duty to negotiate in good faith
• Protecting your secrets
• Protecting the secrecy of discussions and negotiations
• Disclosure – what to disclose, when, and how
• Two way disclosure – strategies for managing it
• Confidentiality agreements – essential elements
• Opinion letters
• Letters of intent and memos of understanding
  • Pros and cons
  • When to use them
  • Key provisions
  • When are they binding; when are they not?
  • Heads of agreement; binding and non-binding provisions
• What if the deal dies?
• Non-competition agreements – when and how to use them
  • Key clauses

11:00

Employment Law, Employment Contracts and Contractor Agreements – Protect Your Interests

Bradley D. J. Proctor 
Deputy Managing Partner
McInnes Cooper

• The letter of hire – essential considerations
• Employment contract checklist
• The Annotated Employment Agreement
  • Protecting trade secrets, IP ownership and confidentiality of information
  • Non-competition, non-solicitation and other restrictive clauses and agreements
  • Executive compensation and share purchase plans
  • Stock options and bonuses
  • Arbitration and dispute resolution provisions
  • Termination clauses
  • key definitions
  • Pension funding and other considerations in exit provisions
  • Contracting out
  • Part-time scenarios
• Latest case law developments including:
  • Employee's duty of fidelity and good faith
• Franchise scenarios – special considerations
• Current areas of high risk and possible contractual solutions
  • Duty to accommodate
  • Prohibited substance testing
  • Online activity
• Special considerations for a collective bargaining context
• Contracting for services – key clauses for successfully structuring the relationship

12:00

Networking Luncheon

1:15

Cross Border and International Agreements

Chris Borden 
Partner
McInnes Cooper

• Characteristics and business drivers for cross-border deals
• Negotiating cross-border deals – threshold issues
  • Contract formation
  • Enforceability
  • Governing law
  • Jurisdiction and dispute settlement
• Key legal issues
  • Bulk sales law
  • Tax
  • Regulatory issues: securities, environmental, and competition
• Allocation of responsibility between Canadian and foreign counsel
• Common structures for cross-border deals
• Issues in multi-national financing transactions
  • Financial assistance in different jurisdictions
  • Implications for Canadian borrowers and lenders
• Managing risk in cross border and international deals

2:15

Networking Refreshment Break

2:30

IP License and Technology Agreements – Latest IP Developments

Patrick Fitzgerald 
Partner
Cox & Palmer

• The IP and technology landscape today – key developments
• Negotiation objectives, strategies and practical considerations
• Licensing versus acquiring business solutions
• Confidentiality and proprietary rights protection
• Types of IP and technology agreements
• Pitfalls to consider when contracting for technology or IP
• Key contractual provisions and sample clauses

3:30

Securities Agreements in the Context of Public and Private Offerings: Understanding the Issues

Andrew V. Burke 
Partner
Stewart McKelvey

• Dealer agreements
  • Deal structures
  • Types of dealer agreements
  • Key terms
• Subscription agreements, including accredited investor rules, resale restrictions and more
• Other agreements
  • Warrants and Options
  • Registration Rights
  • Escrow Agreements

4:30

Conference Adjourns for the Day

MARCH 23, 2012

8:30

Continental Breakfast

9:00

Co-Chairs' Opening Remarks

Jeffrey A. Hoyt
Partner
McInnes Cooper (Saint John)

Brian Tabor QC 
Partner
Stewart McKelvey

9:05

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

Brian Tabor, QC 
Partner
Stewart McKelvey

• 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

10:00

Networking Coffee Break

10:15

Asset, Stock and Merger Purchase and Sale Agreements

David A. Reid
Partner
Cox & Palmer

• Structure of the transaction and translating it to paper
• Key considerations for an asset vs. share purchase vs. merger agreement
• How is this reflected in the drafting of the agreement?
• Key business issues from the buyers' and the vendors' perspectives
• Legislative provisions to consider
• Representations and warranties
• Covenants – express and implied
• Closing conditions, strategies and tools
  • Due diligence checklist
  • Closing checklist
• Indemnification
• Waiver of breaches and repudiation
• Material adverse changes and post closing survivability
• Common deal spoilers and how to avoid them

11:15

Tax Issues and Opportunities in Business Transactions

P. Robert Arkin 
Partner
Cox & Palmer

• Purchase and sale of assets – tax issues and opportunities
  • Purchase price allocation
  • Key tax representations, warranties and covenants
  • Tax elections
  • HST/HST issues
• Purchase and sale of shares – tax issues and opportunities
  • Eligibility for the capital gains exemption
  • Due diligence issues
  • Key tax representations, warranties and covenants
• Non-resident parties
• Restrictive covenants
• Income tax issues and shareholder agreements

12:00

Networking Luncheon

1:00

KEYNOTE PANEL

Managing Client Relationships in Business Transactions

Moderator:

John Roberts 
Partner
McInnes Cooper

Janet Curry 
Legal Counsel
Workers' Compensation Board of Nova Scotia

Catherine Gaulton 
Vice-President, Performance Excellence and General Counsel
Capital District Health Authority, Halifax

J. Thomas MacQuarrie, Q.C. 
Director, Executive Committee
Human Resources and Corporate Governance Committee
High Liner Foods Inc.
Director and Chairman, Audit Committee
Extendicare REIT
Senior Partner, Stewart McKelvey

Claire Milton, Q.C. 
Partner
BoyneClarke LLP
Formerly, General Counsel and Secretary
High Liner Foods Incorporated

Robert G. H. Patzelt Q.C. 
Vice-President
Risk Management & General Counsel
Scotia Investments Limited (Invited)

• Meeting/managing client expectations
• Maximizing the internal plus external counsel equation
• Allocating roles and responsibilities
• Communication tips and strategies
• Managing timelines and milestones
• Fee and billing options – latest models and approaches
• Ensuring client satisfaction and relationship continuity 2:00

2:00

Sourcing, Outsourcing and Procurement Contracts

George S. Takach 
Partner
McCarthy Tétrault LLP (Toronto)

• Sourcing, outsourcing, procurement – what is the difference?
• RFPs – essential provisions
• Real life deal scenarios and challenges
  • Key negotiation points and strategies
  • Performance issues
  • Pricing strategies
  • Supplier use of assets and access to secrets and confidential information
  • Intellectual property ownership and protection
• Sourcing agreements
  • When to use them
  • Key clauses and sample contract review
  • Service descriptions
  • Service levels
  • Remedies
  • Benchmarking
  • Change management
  • Governance
  • Subcontractors
  • Risk management and transfer
  • Termination obligations

2:45

Networking Refreshment Break

3:00

Infrastructure and Industrial Project Procurement

Darrell J. Stephenson 
Partner
Stewart McKelvey (Saint John)

• Tender and bidding process – RFP procedures, documents and forms
• Anatomy of the standard design/build construction contract
  • Protections against delays, deficiencies, subcontractor defaults, indemnities, warranties, holdbacks, insurance and liquidated damages
  • Dispute resolution and arbitration provisions
• Contracting with public bodies – the Public Private Partnership (P3) Model and when to use it
• Role of PPP Canada and Provincial P3 Authorities
• How does the project model change in a P3 procurement
• Recent challenges with use of P3 models
• Issues to be addressed in a P3 transaction (from the perspective of the public authority, lenders, construction contractors and service providers)
• Pitfalls to be avoided when planning a P3 procurement Construction Development Contracts and Infrastructure Deals

3:45

Environmental Due Diligence

Maggie Coffin Prowse 
Partner
Coffin & Thompson

• Federal and Provincial Obligations
• Common environmental challenges in land transactions
• First Nations' environmental rights and protections
• Contractual protections and draft clauses

4:30

Co-Chairs' Closing Remarks and Conference Concludes

CLE Accreditation

This conference has been approved by the Law Society of New Brunswick for 12 hours. Each Workshop has been approved for 3 hours.

This program qualifies for 12 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. Each Workshop has been approved for 3 hours. Please note that these CPD hours are not accredited for the New Member Requirement.

• 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,

Business deals in today's fast-paced competitive world require that careful attention be paid to pre and post contract processes as well as to the crafting of the deal points and contract terms. The entire flow of the deal-making process requires expertise, forethought and focus if the relationships as well as the outcomes are to be expertly handled and desired results achieved. Finance and tax issues as well as regulatory requirements are all elements of the deal that need to be considered in order to ensure that client objectives are met.

Insight Information's MAJOR BUSINESS AGREEMENTS conference for 2012 will deliver expert coverage of these aspects of deal-making as well as providing essential updates on the changing legal 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 up-to-date and useful information to support your commercial transactions and business initiatives.

Join us in Halifax for an excellent educational opportunity at which you will also benefit from the chance to forge new business relationships. Our expert panel of in-house counsel will ensure that organizational, as well as legal perspectives are kept in mind. Plus, for added value, attend one of the in-depth workshops to deepen your knowledge of Legal Drafting and Knowledge Management and of Franchise Law and Agreements. We look forward to seeing you there.

Jeffrey A. Hoyt
Partner
McInnes Cooper

Brian Tabor QC
Partner
Stewart McKelvey

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.