MAJOR BUSINESS AGREEMENTS

SEPTEMBER 20, 2011

8:15

Registration and Continental Breakfast

9:00

Co-Chair's Opening Remarks

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

9:10

Legislative Developments and Case Law Update – Latest Important Trends

Lisa A. Peters
Partner
Lawson Lundell 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
• Legislative developments of note

10:00

Networking Coffee Break

10:15

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

Jonathan Drance
Partner
Stikeman Elliott LLP

• 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
• Letters of intent
  • 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
• Opinion letters

11:15

Joint Ventures and Strategic Alliances

Francis Chang
Partner
Blake, Cassels & Graydon LLP

• Client perspective and priorities
• Client preferences on process and consultation
• Translating the client's objectives and preferences into a successful contract
• Forms of joint ventures (JV) and business alliances
  • contractual, corporate, partnership, co-ownership
• Common elements of JV arrangements
• Governance and control issues
• Funding the JV and distribution of cash and profits
• Transferability of JV interests
• Exit strategies, pre-emptive rights, consequence of termination
• Dispute resolution
• Other matters: confidentiality, non-competes, spin-off ventures
• Special considerations in cases of cross border and international JVs

12:15

Networking Luncheon

1:30

Partnership and Shareholder Agreements

William E. J. Skelly
Partner
Heenan Blaikie LLP

Partnership Agreements

• Preliminary issues and questions
• Dealing with confidential information
• Partnerships, limited partnerships and limited liability partnerships
  • differences
  • advantages and disadvantages
  • strategic considerations
• Governance issues
• Transferring interest and dissolution provisions

Blair J. H. Horn
Partner
Fasken Martineau DuMoulin LLP

Shareholder Agreements

• Pre-drafting issues
• Capital contributions
• Admission of new members
• Board of Directors and management issues
• Shareholder approval/ veto requirements
• Transfer restrictions
• Tag along and drag along rights
• Shareholder competition and confidentiality
• Dispute resolution

2:45

Networking Refreshment Break

3:00

Commercial Lending Transactions – Complex Loan, 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

4:00

IP Review and Protection in Business Transactions

Brian Y. Lee
Partner
Gowlings LLP

• Preliminary analysis and legal considerations
• When to address the IP issues
• Checklist and review
• IP License provisions and key clauses
• Trouble shooting – common and not so common IP challenges in business deals and how to address them

5:00

Conference Adjourns for the Day

SEPTEMBER 21, 2011

8:45

Continental Breakfast

9:00

Co-Chair's Opening Remarks

Valerie C. Mann
Partner
Lawson Lundell LLP

9:05

The Annotated Purchase and Sale Agreement – Essential Clauses for Acquisitions

Valerie C. Mann
Partner
Lawson Lundell LLP

• Structure of the transaction and translating it to paper
• Key business issues from the buyer's and seller's points of view
• Key considerations for an asset vs. share purchase vs. merger agreement
• Key terms of the agreement

10:15

Networking Coffee Break

10:30

Corporate Reorganizations

Shane Onufrechuk, C.A.
Senior Tax Advisor
Davis LLP

Megan Filmer
Associate Counsel
Davis LLP

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

• Share/Debt Reorganizations
  • s. 86 share exchange
  • s. 51 share or debt exchange
  • s. 85 rollovers
• Consolidations and Mergers
  • amalgamations
  • wind-up of wholly owned subsidiaries
  • advantages and disadvantages
• Divisive reorganizations
  • butterfly transactions
  • other corporate splits
• "Creditor Proofing"
  • recent legal developments

11:30

Mining Agreements

Fred R. Pletcher
Partner
Borden Ladner Gervais LLP

• General legal framework
• Lifecycle of a mining project/junior mining company
• Deal structures and strategies
  • early stage agreements
  • option agreements
  • share consideration
  • joint venture agreements
  • project finance
• Due diligence in mining deals – essential checklist
• Exit Mechanisms
• Opinion issues

12:30

Networking Luncheon

1:30

M&A Trends Watch

Moderator: Valerie C. Mann
Partner
Lawson Lundell LLP

Panel Members:

David Bustos
Managing Director and Head
RBC Capital Markets, Vancouver

Tracey McVicar
Managing Director
CAI Private Equity, Vancouver

At this session the expert panel will discuss the past year's most interesting M&A deals and comment on the developing related legal trends that need to be on your radar screen. Plenty of time will be allocated to questions from and discussion with the audience.

2:30

Networking Refreshment Break

2:45

Managing Litigation Risk in Business Deals

Mark S. Oulton
Counsel
Hunter Litigation Chambers

• How to limit exposure to litigation risk in the contracting process
• Early stage risks to be aware of
• Drafting tips and strategies
• Managing information and document disclosure to mitigate risk
• Review of recent relevant cases

3:45

Written Employment Agreements

Carman J. Overholt, Q. C.
Partner
Fraser Milner Casgrain LLP

• Dependant vs. independent contracts for services – the reason that the distinction is important and an area of significant potential liability
• The ingredients of a good employment agreement
• Common mistakes in drafting written employment agreements and areas of risk for employers
• Best practices in the use of written employment agreements in your organization
• The impact of human rights and privacy legislation on written employment agreements
• Written employment agreements and policies to address the use of social media in the workplace

4:45

CLE Accreditation

This conference has been approved by: The Law Society of British Columbia for 12.25 hours
The Law Society of Saskatchewan for 12 hours
The Law Society of New Brunswick for 12.25 hours
The Barreau du Québec for 12.25 continuing education hours

This program qualifies for 12.25 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.

• 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,

In today’s 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 Vancouver for an excellent educational opportunity.

We look forward to seeing you there.

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

Valerie C. Mann
Partner
Lawson Lundell LLP

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.