MAJOR BUSINESS
AGREEMENTS

Across the country, participants rate this conference with top marks. Attend this edition and

• Receive valuable take-aways: precedents, checklists, model agreements, and the latest analysis on key legal and business developments
• Hear about tested strategies for achieving the client’s objectives
• Get up-to-date analysis on key recent court decisions and legislative changes
• Learn how to translate the deal to “paper” so as to anticipate issues and avoid problems
• Understand how to strategically use pre-transaction and early stage agreements to move the deal forward
• Avoid choosing the wrong structural vehicle for the deal – learn about effective use of partnerships, joint ventures and alliances, corporate and share structures
• Understand how to reduce transaction risk – ensure strategies to protect client IP, competitive information, talent and know-how
• Deepen your knowledge of the financial processes and credit options that underpin major business deals
• Understand the main issues on key transactions including M&A, Sourcing, Financing, Leasing, Lending, Licensing, Construction and more
• Ensure that you understand and can advise on tax aspects of the deal

PROGRAM CO-CHAIRS

Bruce H. King
Managing Partner, Pitblado LLP

Brian D. Lerner
Partner, Aikins, MacAulay & Thorvaldson LLP

PLUS, ADD VALUE TO YOUR REGISTRATION WITH THESE INTENSIVE, IN-DEPTH WORKSHOPS

A | Securities Law — The Fundamentals and Beyond

B | Corporate Restructurings and Insolvency Work-ups

This program has been approved by the Law Society of Saskatchewan for 12 hours and for 1 Loss Prevention Credit for the outgoing Loss Prevention Credit Program

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

MARKETING PARTNERS

• 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,

To be successful, business deals require careful, detailed attention not only to the crafting of the contract document itself, but also to the processes that unfold before and after the deal is inked. More than ever before, today’s demanding business climate requires counsel’s close attention to how the stage is set for ongoing relations between the parties. Effective forward planning, communication and negotiation, as well as expert drafting is required to ensure that client objectives are met.

This 2010 edition of Insight Information’s Major Business Agreements conference will again focus squarely on the most sought after and timely topics, delivered by a tested roster of expert counsel. This conference has consistently received high ratings and continues to provide essential coverage and updates of the most need to know subjects delivered by seasoned, front line practitioners who are also quality presenters.

As in past years, this conference has been designed with the needs of lawyers in private practice as well as corporate counsel and business leaders in mind. It represents an excellent networking opportunity while allowing counsel and decision makers to stay abreast of important legal developments, fine-tune their legal skills, and receive useful materials and precedents that they can share with colleagues for lasting value.

We look forward to seeing you in May for this practical, comprehensive program.

Bruce H. King
Managing Partner
Pitblado LLP

Brian D. Lerner
Partner
Aikins, MacAulay & Thorvaldson LLP

Monday, May 17, 2010

8:15

Registration and Coffee

9:00

Co-Chairs’ Opening Remarks

Bruce H. King
Managing Partner
Pitblado LLP

Brian D. Lerner
Partner
Aikins, MacAulay & Thorvaldson LLP

9:15

Confidentiality Agreements, Early Stage Agreements and Letters of Intent

J. Douglas Sigurdson
Partner
Aikins, MacAulay & Thorvaldson LLP

• Protecting your secrets
• Protecting secrecy of discussions
• Disclosure — what to disclose, when, and how
• Two way disclosure
• Confidentiality agreements — review of 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?

10:00

Legislative Developments and Case Law Updates – Important Trends

Darla Rettie
Associate
Pitblado LLP

• Important legislative developments and updates
• Developing trends in contract law
• Recent court decisions of note
  • boilerplate clauses and their enforceability
  • duty of good faith
  • force majeure and frustration of contract
  • fundamental breach
  • privity of contract
  • illegal contracts

10:45

Networking Coffee Break

11:00

Closing Agendas, Due Diligence and Opinions — Key Considerations and Best Practices

Bruce H. King
Managing Partner
Pitblado LLP

• Preliminary considerations
• Setting the agenda and the timetable
• Assigning responsibilities
• Drafting considerations
• Opinion letters
  • scope of opinion and examples
  • assumptions and reliance
  • qualifications and safeguards
  • beware of the pitfalls

11:45

Joint Ventures and Strategic Alliances

Douglas J. Forbes
Partner
Thompson Dorfman Sweatman LLP

• 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, preemptive rights, consequence of termination
• Dispute resolution
• Other matters: confidentiality, non-competes, spin-off ventures
• Special considerations in cases of cross border and international JVs

12:30

Networking Luncheon

1:30

Partnerships and Unincorporated Business Associations

Christopher J. H. Donald
Partner
Robertson Stromberg Pedersen LLP (Saskatoon)

• Preliminary issues and questions
• Partnerships, limited partnerships and limited liability partnerships
  • differences
  • advantages and disadvantages
  • strategic considerations
• Governance issues
• Key issues to address in the early stages
• Protecting confidentiality
• Transferring interest and dissolution provisions

2:15

Employment and Independent Contractor Agreements

Tracey L. Epp
Partner
Pitblado LLP

• Employment versus independent contractor relationships
• Key contract provisions
  • term
  • scope
  • remuneration
  • benefits including pension, stock options
  • termination
  • non-competition and non-solicitation
  • confidentiality
  • intellectual property
  • indemnification
  • dispute resolution
  • remedies for breach

3:00

Refreshment Break

3:15

Commercial Lending Transactions — Loan and Credit Agreements

Michael A. Choiselat
Partner
Thompson Dorfman Sweatman 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
• Opinion issues

4:00

IP License Agreements

Cory J. Furman
Partner
MacPherson Leslie & Tyerman LLP (Regina)

• IP license negotiation and key provisions
  • grant of rights and sublicensing rights
  • financial structures and considerations
• Obligations of the parties
  • covenants
  • representations and warranties
• Regulatory issues
• Indemnification, liability minimization and insurance
• Termination of license
• Cross border considerations

4:45

Conference Adjourns for the Day

Tuesday, May 18, 2010

8:30

Coffee

9:00

Co-Chairs’ Opening Remarks

Bruce H. King
Managing Partner
Pitblado LLP

Brian D. Lerner
Partner
Aikins, MacAulay & Thorvaldson LLP

9:05

The Annotated Purchase and Sale Agreement — Essential Clauses for Asset, Stock and Merger Deals

Brian D. Lerner
Partner
Aikins, MacAulay & Thorvaldson 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
• How is this reflected in the agreement?
• Issues relating to share considerations
• Structure of an M&A agreement
• Representations and warranties; covenants and indemnities
  • what is essential and why
  • drafting and negotiation tips
• Closing conditions
  • negotiation and drafting issues
  • case law and jurisprudence including “material adverse change”
• Protecting yourself if you are the vendor
• Procedural and process issues in the transaction

10:00

Shareholder Agreements

Timothy A. Kurbis
Managing Partner
Taylor McCaffrey LLP

• Term sheets and issue lists
• Capital contributions
• Admission of new members
• Board of Directors
• Shareholder votes
• Transfer restrictions
• Tag along and drag along rights
• Shareholder competition and information sharing
• Dispute resolution: mediation, arbitration
• Dissolution provisions and mandatory transfers

10:45

Coffee Break

11:00

Negotiating and Drafting Private Equity and Venture Capital Investment Agreements

Janice Y. Lederman
Partner
Thompson Dorfman Sweatman LLP

• Investment deal structure
• Principle contractual terms — essential elements of the term sheet
• Due diligence — how much is enough
• Equity purchase agreements and terms
• Warrants — when to include
• Management equity
• Down road finance issues
• Exit issues
• Review of sample clauses in private equity and venture capital agreements

11:45

Construction Law and Contracts: Legal Update and Practice Strategies

Eleanor Andres (Invited)
General Counsel, Corporate/Commercial & IT Law
Team Leader, Civil Legal Services
Manitoba Justice

• Essential legal principles
• Latest case law developments
• Key contract clauses and deal structures
• Risk allocation and sample provisions

12:30

Networking Luncheon

1:30

Commercial Real Estate Lease Agreements

Morton L. (Mickey) Rosenberg
Partner
Fillmore Riley LLP

• Overview and introduction to key issues
• Standard leases — examples
• Subleases
• Implied covenants
• Insurance issues
• Change of control provisions
• Pitfalls and errors to avoid
• Sample commercial real estate lease clauses

2:15

Tax Law — Essential Considerations for Business Lawyers

Robert G. Sly
Partner
Aikins MacAulay & Thovaldson LLP

• Business strategies and tax planning
  • tax rollovers
  • documentation and filing requirements
• Key tax considerations for business contracts
• Special considerations re capital gains and claiming capital losses
• International deals and tax law issues
• Insolvency and restructuring scenarios

3:00

Refreshment Break

3:15

Outsourcing and Strategic Sourcing Agreements

Rachelle Verret Morphy
Assistant General Counsel
SaskPower

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.

• Outsourcing and procurement
  • what are they?
  • what are the differences?
• Purchase orders
• Outsourcing and strategic sourcing agreements
  • service descriptions
  • service levels
  • remedies
  • benchmarking
  • change management
  • governance
  • subcontractors
  • risk transfer
  • termination obligations
• Managing supplier quality and performance issues
• Pricing strategies
• Supplier’s use of assets
• Intellectual property ownership
• Third party issues
• Sample clauses

4:00

ADR Agreements and Clauses for Business Results

Douglas E. Finkbeiner, Q.C.
Partner
Taylor McCaffrey LLP

• When should an ADR clause be included in the agreement?
• What are the possible options available? How do you decide which is best for the deal at hand?
• Avoiding major pitfalls in drafting ADR clauses
• Specials case scenarios and considerations
• International and cross border dispute resolution

4:45

Post-conference Workshop | Wednesday, May 19, 2010

WORKSHOP A | 9:00 A.M. to NOON

Securities Law - The Fundamentals and Beyond

Norman K. Snyder
Managing Partner
Taylor McCaffrey LLP

(Second speaker to be announced)

Benefit from an in-depth session on securities law led by experts in the field. The small group, intensive format will permit extensive dialogue, participation and interactive learning. Areas of focus will include:

• An overview of general principles of securities regulation
• An understanding of how capital markets operate
• Identification of categories of securities and funds
• Review of new registration requirements
• What is continuous disclosure and why does it matter?
• The role of the auditor and audit committee
• A review of public company statutory liabilities and key regulatory provisions
• Precedents, checklists and due diligence for
  • public offerings
  • private placements
  • exemptions
  • M&A
  • going private transactions
• An update on recent developments in securities litigation and enforcement

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

Norman Snyder is a managing partner of Taylor McCaffrey LLP. His practice focuses on Securities and Corporate and Commercial Law. Mr. Snyder is the Chair of the Securities Law Section of the Manitoba Bar Association and has served on the Local Advisory Committee for the TSX Venture Exchange.

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

WORKSHOP B | 1:00 P.M. to 4 P.M.

Corporate Restructurings and Insolvency Work-ups

(Speaker to be announced)

Using a case study format and sample fact situations, the workshop leaders will take you through the key steps in addressing corporate restructurings so that you deepen your understanding of the options available, understand how to choose the one that makes most sense given the facts of the individual case, and ensure that you have sound knowledge of the steps involved in implementing the decision.

• Insolvent company restructuring options
  • Takeovers
  • Court-ordered arrangements
  • Acquisitions
  • Amalgamations
  • Dissolutions
• Legislative and case law review
• Key considerations
  • IP
  • Risk
• Restructuring work-up and timelines
• Best practices and procedures
• Essential documentation — samples and detailed discussion
  • Officer certificates
  • Resolutions
  • By-laws
  • Minute book entries
  • Articles of incorporation

Don’t miss this opportunity for interactive learning in an extended session for topic coverage that offers both depth and breadth on insolvency and restructuring.

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.