Negotiating Drafting Major Business Agreements

Attendance at this course can be reported as 20.0 hours of Continuing Professional Development (CPD) to the Law Society of British Columbia 10 Negotiating & Drafting Major Business Agreements th Current, practical advice on the structure of key business deals from leading professionals Optional workshops KEYS TO A SUCCESSFUL PPP CONTRACT Winnie Shi, Director, Public & Infrastructure Finance, KPMG LLP ADVANCED NEGOTIATING TECHNIQUES Colleen J. Cattell , Q.C., McKechnie & Company Paul D. Taberner, Chartered Mediator, CanSolve Global Group of Mediators November 2, 3 & 4 2009 Vancouver “Good opportunity to share experiences with other in-house counsel and colleagues in private practice.” Participating organizations BANK OF MONTREAL BORDEN LADNER GERVAIS LLP BLAKE, CASSELS & GRAYDON LLP CANSOLVE GLOBAL MEDIATORS DAVIS LLP HSBC BANK CANADA INTRAWEST ULC KPMG LLP LAWSON LUNDELL LLP MCCARTHY TÉTRAULT LLP MCCULLOUGH O’CONNOR IRWIN LLP MCKECHNIE & COMPANY ROPER GREYELL LLP STIKEMAN ELLIOTT LLP WESTPORT INNOVATIONS INC. XENON PHARMACEUTICALS INC. “I obtained a broader range of perspective on various legal agreements.” “The level of expertise behind each presentation was exceptional.” Conference highlights • • • • • • • • Learn how to master key drafting and negotiating skills Discover how to comply with electronic contract formalities Explore key considerations for securing successful negotiations in today’s complex and competitive business environment Get the latest on business and legal considerations associated with drafting and negotiating joint venture and strategic alliance agreements Hear about ways to structure investments to take advantage of international investment treaties Learn how to develop contracts that satisfy both sides Look at recent developments in the area of employment law and the impact that these changes have had on managing employment contracts Examine best practices for negotiating shareholders’ agreements Dear Colleague: In order to take advantage of what the marketplace has to offer and gain an advantage over your competitors, you will want to remain on the cutting edge of best practices in negotiating and drafting agreements. Mastering these skills will ensure that you can structure key business deals in an economic climate where it is crucial to get the most out of your transaction. Federated Press’ 10th Negotiating & Drafting Major Business Agreements Conference will feature practical advice and advanced strategies needed to complete a major transaction in today’s turbulent market. Join us to explore the key principles of good drafting techniques as well as practical negotiating strategies for contracts and agreements. Leading experts break down how to negotiate and draft crucial business agreements, including: - Practical techniques for drafting agreements - The essentials of negotiating and drafting nondisclosure agreements and letters of intent - Negotiating & drafting a well-designed commercial deal - Avoiding conflicts with a properly drafted shareholders’ agreement - Key considerations for negotiating & drafting IP licensing agreements - Techniques for drafting securities agreements Hear the latest tips and best practices from organizations like: Bank of Montreal Borden Ladner Gervais LLP Blake, Cassels & Graydon LLP Davis LLP HSBC Bank Canada Intrawest ULC Lawson Lundell LLP McCarthy Tétrault LLP McKechnie & Company Roper Greyell LLP Stikeman Elliott LLP West Port Innovations Xenon Pharmaceuticals Inc. We at Federated Press are particularly proud of both the faculty and topics to be discussed at this event, and we look forward to three days of sharing, learning and network building. Register now by calling 1-800-363-0722. Our interactive workshops offer key issues that should be taken into account when negotiating the P3 process as welll as unbeatable strategies for taking your negotiating skills to the next level. Who should attend Corporate Counsel Vice-Presidents and Directors of Legal Services Corporate/Commerical Lawyers Corporate Executives Contract Managers Corporate Secretaries Commercial and Investment Bankers Business Consultants and Brokers Private Equity Investors Audio/Video segments clickable slide by slide Papers and overheads also included Print any of the material for your own use SPONSORSHIP OPPORTUNITIES Maximize your company’s visibility in front of key decision-makers in your target market! Federated Press events are attended by those with the seniority and authority to change the way their organizations operate. For sponsors this means an unparalleled opportunity to raise your profile before a manageable group of senior decision makers. There are a wide range of sponsorship packages, which can be customized to fit your budget and marketing objectives. Contact Nayla Costandi at: 1-800-363-0722 ext. 244 for more information. 10th    • Call  Major Business Municipal Governance • December ,  Negotiating & Drafting   Agreements Monday, Tuesday & Wednesday, November 2, 3 & 4, 2009 • Registration: 8:00 – 9:00 SESSION 1 DRAFTING & MANAGING CONTRACTS & AGREEMENTS Valerie C. Mann, Partner, Lawson Lundell LLP Monday, November 2nd 9:00-9:45 PRACTICAL DRAFTING TECHNIQUES FOR CONTRACTS AND AGREEMENTS Karen G. Corraini, General Counsel, Xenon Pharmaceuticals Inc. This session will discuss the upfront considerations and practical drafting techniques that are necessary to successfully convert an idea or term sheet into a formal written agreement that will withstand the test of time. Learn best practices for drafting transactional documents that will reflect your current business deal, having regard to future contingencies. · · · · · · Fundamental “big-picture” considerations Drafting issues/objectives Structural factors Risk assessment Tools for risk allocation/mitigation Common pitfalls to avoid 10:45-11:30 CONFIDENTIALITY AGREEMENTS AND LETTERS OF INTENT Anna K. Fung, Q.C., Counsel, Intrawest ULC When entering into contracts, letters of intent and confidentiality agreements are used to reduce your exposure and protect ensuing negotiations. Letters of intent, used to outline the general terms of a proposed corporate transaction, do not have to be binding, whereas confidentiality agreements are contracts entered into before parties begin to exchange specific information. The session will include a review of the terms and conditions of confidentiality agreements and letters of intent, focusing on the use and effectiveness of each of these agreements. · Confidentiality Agreements · Timing of disclosure · Determining what to disclose · Two-way disclosure considerations · Required disclosure to third parties · Personal information protection provisions · Enforceability · Letters of Intent · Purposes and advantages of using same · Enforceability 9:45-10:30 LATEST DEVELOPMENTS IN CONTRACT LAW Lisa A. Peters, Partner, Lawson Lundell LLP This session will examine the latest developments and recent cases addressing the law of contracts. It will also outline best practices for enhancing the enforceability of contracts. · Recent developments in the law of contract · The importance of boilerplate provisions · Effective use of exclusion clauses, “no claim” clauses and limitation of liability clauses · Getting out from under contracts -- termination clauses, force majeure clauses and frustration of contract 11:30-12:15 ELECTRONIC CONTRACTING Claudia Fuchs, Senior Counsel, HSBC Bank Canada Electronic contracts are ubiquitous for anyone who wishes to access certain web sites, pay for products or services online or even obtain an account with an internet service provider to access the Internet. This presentation will explore the current law concerning electronic formation of agreements and provide tips for drafting electronic agreements. · Compliance with statutory formalities: writing, signatures, delivery, prescribed forms, originals · Electronic contract formation rules and risks · Click wrap and browse wrap agreements · Issues concerning authenticity and verification · Compliance with Internet consumer protection laws 10:30-10:45 NETWORKING BREAK 12:15-1:15 LUNCH Federated Press PRACTICAL DRAFTING TECHNIQUES - ELECTRONIC CONTRACTING - ACQUISITION AGREEMENTS SESSION 2 TECNIQUES & TACTICS Valerie C. Mann, Partner, Lawson Lundell LLP Monday, November 2nd 1:15-2:00 THE USE OF INVESTMENT TREATIES IN DEAL STRUCTURING J. Christopher Thomas, QC, Chartered Arbitrator & Consultant to Borden Ladner Gervais LLP Investment treaties have been used to improve Canadian investors’ access to foreign markets. They can also be used to protect investments from political risk. This session will outline ways to structure investments to take advantage of international investment treaties. · The importance of bilateral trade agreements in international deal structuring · Legislative regulation of foreign investments · Canada’s bilateral trade agreements with emerging-market countries · Investment treaty arbitration 3:00-3:45 NEGOTIATING ACQUISITION AGREEMENTS Valerie C. Mann, Partner, Lawson Lundell LLP This session will discuss ways to approach, negotiate and successfully close the deal and will review the structuring of an acquisition as well as key agreement concepts, including: · Essential steps in a purchase transaction · Principal business issues from a vendor and purchaser’s viewpoint · Contract structure and essential terms · Asset purchases, share purchases and merger agreements · Representations and warranties and covenants · Closing the deal: conditions, pitfalls, risk, material change, termination provisions 2:00-2:45 SECURITIES AGREEMENTS Jonathan S. Drance, Partner, Stikeman Elliott LLP Due to the nature of securities agreements, such as underwriting agreements between a corporation issuing new securities and the lead underwriter that makes explicit the public offering price, the underwriting spread, the net proceeds to the issuer and the settlement date, must be carefully negotiated and meticulously drafted. This session will look at key provisions of these type of agreements as well as best practices and techniques for drafting them. · Negotiating underwriting agreements for domestic and cross-border public offerings from the perspective of the issuer, the underwriter and the selling security holder · Representations and warranties, conditions of closing, termination events and indemnity provisions · Underwriting/agency agreements: offering particulars, representations and warranties, conditions of closing, termination events and indemnity provisions 3:45-4:30 NEGOTIATING LOAN, CREDIT & OTHER FINANCING AGREEMENTS Greg Vriend, Director, Corporate Finance, Bank of Montreal The financing landscape has changed dramatically in the last 12 months. This session examines the practical aspects of negotiating and drafting loan, credit and other financing agreements. Best practices for preliminary documentation Types of lenders and their requirements Pricing issues: fees, rates and rate triggers Protective provisions for lenders: conditions for advances, representations and warranties, covenants, indemnities, events of default · Letters of credit, guarantees and loan agreements · · · · 2:45-3:00 NETWORKING BREAK 10th Negotiating & Drafting Major Business Agreements SECURITIES AGREEMENTS - COMPLEX COMMERCIAL DEALS - SHAREHOLDERS’ AGREEMENTS SESSION 3 KEY AGREEMENTS Valerie C. Mann, Partner, Lawson Lundell LLP Tuesday, November 3rd 9:00-9:45 NEGOTIATING & DRAFTING IP LICENSES Lance Follett, IP Counsel, West Port Innovations Globalization, changing market trends, as well as regulatory and legislative controls have changed the traditional face and methods of negotiating and drafting IP license agreements. Overlooking a critical factor during negotiations may result in a poorly structured agreement and significant financial losses for both parties involved. This session will provide key considerations to secure successful negotiations in today’s complex and competitive business environment, with special attention given to IP licensing in an international context. · Particular terms and conditions for maximizing licensor/licensee opportunity and minimizing licensor/licensee risk · Assessing license activity pursuant to agreements in place to see whether an agreement is achieving what it was intended to achieve · Assessing and initiating action necessary to remedy an underachieving agreement · Negotiating a win-win licensing agreement · Special considerations for negotiating a licensing agreement with China 10:45-11:30 NEGOTIATING & DRAFTING COMPLEX COMMERCIAL DEALS Matthew Peters Partner, McCarthy Tétrault LLP A well-designed commercial deal should map specific services to key business objectives with a clear set of corrective actions if they are not met. This session will examine the legal aspects of complex commercial deals and will help demystify their complex nature, providing you with valuable insight on how to communicate service performance against contractual obligation. · · · · Picking the right deal for your client Establishing winning negotiation strategies Key deal issues and strategies Risk allocation 11:30-12:15 JOINT VENTURE & STRATEGIC ALLIANCE AGREEMENTS Fred Pletcher, Partner, Borden Ladner Gervais LLP In order to take full advantage of emerging opportunities in the marketplace, many companies enter into a joint venture arrangement, as the combining of unique resources of each of the partners of the deal gives the venture greater prospects for success. This presentation will provide an overview of the complex business and legal considerations associated with drafting and negotiating joint venture and strategic alliance agreements. · Complexities inherent in negotiating and drafting joint venture documents · Joint venture documentation · Special legal and regulatory issues: partnership issues, taxation, competition and fiduciary obligations · Funding and distributions · Key clauses for international joint venture agreements · Termination, liquidation and buy-out issues 9:45-10:30 DRAFTING & ENFORCING CONTRACTS IN EMERGING MARKETS Francis Chang, Partner, Blake, Cassels & Graydon LLP The challenges of negotiating and drafting effective contacts at an international level can be daunting. However, in emerging markets it may not be enough just to have a well-drafted agreement; the contact must be effective and enforceable. This session will look at best practices in drafting and enforcing contracts in emerging markets, with a focus on China and India. · Remaining current with legal and regulatory requirements · Principles of good drafting technique: considerations to take into account in international contract drafting · Conducting effective due diligence and other pre-contract preparation · Practical measures you should consider to protect your interests and assets in foreign countries · Considering pros and cons of different enforcement and dispute resolution strategies 12:15-1:15 LUNCH 10:30-10:45 NETWORKING BREAK Federated Press NEGOTIATING TERM SHEETS - IP LICENSING - CONTRACT LAW UPDATE SESSION 4 SPECIFIC CONTEXTS Valerie C. Mann, Partner, Lawson Lundell LLP Tuesday, November 3rd 1:15-2:00 TERM SHEETS FOR VC AND PRIVATE EQUITY INVESTMENT James D. Beeby, Partner, McCullough O’Connor Irwin LLP Jonathan McCullough, Founding Partner, McCullough O’Connor Irwin LLP This presentation will outline the key terms found in both private equity and venture capital term sheets, including: · · · · · · · Price adjustment clauses and liquidation preferences Voting rights Put/retraction rights Board composition Veto, drag along and preemptive rights Share transfer restrictions Information rights and exclusivity period 3:00-4:00 NEGOTIATING SHAREHOLDERS’ AGREEMENTS Megan A. Filmer, Davis LLP Canadian business history is replete with bitter conflicts among the shareholders of a business. When contentious points between shareholders can not be resolved, the conflict could escalate, leading to the liquidation or splitting up of business assets or degenerate into protracted legal proceedings. However, many of these conflicts could be avoided with a properly drafted shareholders’ agreement. This session will examine best practices for negotiating shareholders’ agreements. · · · · · Unanimous vs. non-unanimous shareholders’ agreements Relationship with charter documents Governance and control issues Transfer restrictions, funding arrangements, exit strategies Dispute resolution, non-compete and confidential information agreements 2:00-2:45 SECURING HUMAN CAPITAL IN BUSINESS TRANSACTIONS Gavin Marshall, Partner, Roper Greyell LLP Employment agreements are often much more complicated than other types of contracts due to the various employment-related laws that impose additional rules on them. This session will look at recent developments in the area of employment law and the impact that these changes have had on the drafting and managing of employment contracts. Recent developments in employment legislation Cases impacting the drafting of employment contracts Statutory terms that are imposed in employment contracts Understanding the legal pitfalls that arise when drafting a contract What are the different regulations for part-time employees, people on fixed term contracts, freelancers or overseas nationals? · How the implementation of the information and consultation regulations will impact your organization · · · · · 2:45-3:00 NETWORKING BREAK 10th Negotiating & Drafting Major Business Agreements OPTIONAL WORKSHOP A Wednesday, November 4 - 9:00-noon th OPTIONAL WORKSHOP B Wednesday, November 4th - 1:30-4:30 ADVANCED NEGOTIATING TECHNIQUES Colleen J. Cattell , Q.C., McKechnie & Company Paul D. Taberner, Chartered Mediator, CanSolve Global Mediators In today’s give-and-take business environment, everything is negotiable. This workshop is designed to help you understand advanced negotiating principles and apply them so that your personal strengths and weaknesses can be used most effectively in future negotiations. Learn the marks of a successful negotiation and explore best practices to achieve better agreements. · Characteristics of a successful negotiator · Appraising your negotiating philosophy and adapting it to create successful conclusions · Reaching and finalizing agreements: making the agreement stick · Planning and preparing for negotiations: how to set your targets prior to the negotiation · Evaluating negotiating practices and improving skills · Avoiding traps and using tactics · Special concerns to take into account for negotiating international transactions · Interactive exercises to enhance your negotiating skills Colleen Cattell is a lawyer and mediator with McKechnie & Company in Yaletown, Vancouver. Her practice focuses on commercial and construction litigation and professional negligence claims. Colleen is a Chartered Mediator of the ADR Institute of Canada and a member of the B.C. Mediator Roster (Civil and Child Protection), the Commercial Mediation Association and the CanSolve Group of Mediators. She served from 2003 to 2007 as President of the B.C. Dispute Resolution Practicum Society, which oversees the Small Claims Court Mediation Practicum Program, and has taught Mediation Advocacy as an Adjunct Professor at the University of British Columbia Faculty of Law. Paul Taberner was called to the British Columbia Bar in 1971 and is now a retired member of the Law Society of BC; he is a chartered mediator. Paul developed and delivered a seminar on dispute resolution and negotiation to the Union of BC Municipalities. As President of the Commercial Mediation Association Paul was consulted by the Dispute Resolution Office of the Attorney General to provide input into the drafting of the regulations for the Notice to Mediate provisions for residential construction disputes and for civil (non family) disputes. He has been an Adjunct Professor at the UBC Law School, been an instructor for the Professional Legal Training program for articled students and for the Pacific Law Institute. Paul is a founding member of and on the executive for the Commercial Mediators Association, an organization of BC’s most senior and experienced commercial mediators. He is Vice President and a Director of the British Columbia Dispute Resolution Practicum Society. KEYS TO A SUCCESSFUL PPP CONTRACT Winnie Shi, Director, Public & Infrastructure Finance, KPMG LLP As PPPs are increasingly being used to meet the infrastructure demands of today, it has resulted in the rapid evolution of these contracts. The contract between public and private parties plays an important role in determining the boundaries and responsibilities of the two parties. Once the negotiators have completely formulated the deal, the next step is to draft the final contract. How can you go about bullet proofing the contract to cover all eventualities? This discussion will look at how the PPP contract is changing and examine key contractual issues. · · · · · How PPP contracts differ from other contracts Structuring the contract Key commercial terms Identifying clear standards of performance Balancing risks and benefits between the local government and private partner Winnie Shi is a Director with Global Infrastructure and Projects Group of KPMG. She has over 10 years of experience specializing in Project Finance advising both public and private sector clients on public-private partnerships. She has completed a Master of Accounting from the University of Waterloo. In addition, she obtained her Chartered Accountant designation from the Institute of Chartered Accountants of Ontario and her Chartered Financial Analyst designation. Ms. Shi has extensive experience in many areas of public private partnerships including transaction structuring, financial analysis, and transaction process development. She has worked for many public sector clients in the delivery of large infrastructure projects through publicprivate partnerships at all levels of government both in Canada, U.S. and internationally. In addition, she has worked with private sector bidders in the development of proposals in competitive public-private partnership procurement processes. Federated Press Negotiating & Drafting Major Business Agreements TO REGISTER FOR NEGOTIATING & DRAFTING MAJOR BUSINESS AGREEMENTS Delegate Name Delegate Title Approving Manager Name Approving Manager Title Department Organization Address City Telephone PAYMENT OPTIONS 10 Attendance at this course can be reported as 20.0 hours of Continuing Professional Development (CPD) to the Law Society of British Columbia th November 2, 3 & 4 2009 Vancouver METROPOLITAN HOTEL VANCOUVER, 645 HOWE STREET, VANCOUVER, V6C 2Y9 Mail completed form with payment to: Federated Press P Box 4005, Station “A” .O. Toronto, Ontario M5W 2Z8 Province Fax Postal Code e-mail q Cheque enclosed (payable to Federated Press) for: GST Registration # R101755163 $ q Mastercard Expiration date: 1-800-363-0722 Toronto: (416) 665-6868 q Please bill my credit card: Credit Card # Signature : q AMEX q VISA / info@federated press.com (416) 665-7733 REGISTRATION COSTS qConference + all workshops q Conference + 1 workshop ( q A or qB ) qConference + CD-ROM ($150) qConference only qCD-ROM only Book & Pay by Aug 3/09 Book & Pay by Aug 31/09 WHEN CALLING, PLEASE MENTION PRIORITY CODE: MBAV0911/E Payment must be received prior to October 26, 2009 UNCONDITIONAL UPGRADE POLICY If you have registered for a similar or simultaneous event and wish to attend this Federated Press event instead, we are so sure that you will find this conference of more value that we will refund any cancellation fee up to $300.00 GROUP DISCOUNT If you register four people at the same time you will be entitled to a discount. To take advantage of this special offer, payment for all delegates must be made with one cheque or credit card charge. Contact Sandra Frattolillo at: 1-800-3630722 ext. 223 for more information. Regular Price $ 2695 $ 2220 $ 1825 $ 1675 $ 2795 $ 2320 $ 1925 $ 1775 $ 2895 $ 2420 $ 2025 $ 1875 $ 499 * Breakfasts, luncheons, morning and afternoon coffee breaks are included in the registration fees. Please add 5% GST to all prices. / PBN#101755163PG0001 CD-ROM: The modern way to benefit from leading-edge conference information. Weren’t able to attend this Federated Press conference? Though you cannot replace the experience of attending, you can benefit from the leading-edge information provided at the conferences, including all the written materials and video presentations by purchasing the Proceeding CD ROM. Our conference CD-ROMs create the experience of actually being at a lecture or conference. Cancellation: Please note that non-attendance at the conference does not entitle the registrant to a refund. In the event that a registrant becomes unable to attend following the deadline for cancellation, a substitute attendee may be delegated. A copy of the conference papers will be provided in any case. Please notify Federated Press of any changes as soon as possible. Federated Press assumes no liability for changes in program content or speakers. A full refund of the attendance fee will be provided upon cancellation in writing received prior to October 20, 2009. No refunds will be issued after this date.