8th Annual M&A Skills Boot Camp

Faculty Agenda Download Brochure PDF

This two-day, intensive OsgoodePD boot camp is designed to teach lawyers how to run a M&A transaction from its inception through to closing. Built around a hypothetical corporate acquisition, the program features high level instruction, demonstrations, negotiation strategies and lively discussion with leading practitioners.

Whether you’re a junior transactional lawyer or practice in another area, you’ll come away from this program with a thorough understanding of the key principles and techniques you need to know to confidently anticipate and deal with the issues that may arise in a negotiated transaction.

You’ll gain important insights and key strategies required for M&A success, including:

• Gathering the information you need and keeping clients informed
• Understanding the ethical and professional issues that may arise in negotiating the deal
• Mitigating risks through appropriate due diligence
• Choosing the right structure for the transaction
• The impact of asset versus share transactions on labour, employment, pension and benefits issues
• Negotiating representations, warranties, covenants and conditions and indemnities
• Investment Canada/competition/antitrust issues in M&A transactions
• Managing risk in international transactions
• Managing corporate governance issues in M&A transactions
• Trends and highlights from recent deals
• Identifying and mitigating environmental risks
• Handling closing issues and post-closing logistics and disputes

Faculty

Course Leader

• Aaron S. Emes, Partner, Torys LLP

Faculty

• Michael D. Amm, Torys LLP
• Jason (Jake) Bullen, Cassels Brock & Blackwell LLP
• Richard F. D. Corley, Goodmans LLP
• Lisa Damiani, General Counsel and Corporate Secretary New Gold Inc.
• Laurie Duke, Torys LLP
• Michael J. Fortier, Torys LLP
• Robert O. Hansen, McCarthy Tetrault LLP
• Darryl R. Hiscocks, Torys LLP
• Samantha Horn, Stikeman Elliott LLP
• Jason Koskela, Senior Legal Counsel, Ontario Securities Commission
• S. Brian Levett, Minden Gross LLP
• Amanda Linett, Stikeman Elliott LLP
• Thomas A. McKee, Blake, Cassels & Graydon LLP
• Paul A. D. Mingay, Borden Ladner Gervais LLP
• Susan Nickerson, Torys LLP
• Jon Northup, Goodmans LLP
• Mark Opashinov, McMillan LLP
• Andre Perey, Blake, Cassels & Graydon LLP
• Kathleen M. Ritchie, Gowling Lafleur Henderson LLP
• Paul Simon, Borden Ladner Gervais LLP
• Kent Thomson, Davies Ward Phillips & Vineberg LLP
• Adam Walsh, Vice President Legal Counsel, George Weston Limited
• Catherine Youdan, Blake Cassels & Graydon LLP

Agenda

• Day One: 8th Annual M&A Skills Boot Camp

  Original Date: March 31, 2015

  Expand All Collapse All

  • 8:30 am
    Welcome and Introduction from Course Leader

    Aaron S. Emes, Torys LLP

  • 8:40 am
    Overview and Getting Started

    Robert O. Hansen, McCarthy Tétrault LLP
    Aaron S. Emes, Torys LLP
    Catherine Youdan, Blake, Cassels & Graydon LLP
    

    • Understanding the deal and client objectives
    • Efficient project management in the M&A context
    • Effective client communication

    Preliminary Documents

    • Key negotiated clauses in confidentiality agreements and letters of intent
    • Engagement letters with financial advisors
    • Case law update

    Ethics and Professionalism Responsibilities in M&A Transactions

    • Confidentiality and privilege
    • Securities trading
    • Conflicts of interest
      - understanding your duties and responsibilities
      - identifying conflicts
      - techniques for managing conflicts
    • Other ethical considerations
      - duty to negotiate in good faith
      - new Rules of Professional Conduct
  • 10:30 am
    Refreshment Break
  • 10:45 am
    Effective Due Diligence

    Jason (Jake) Bullen, Cassels Brock & Blackwell LLP

    • Purpose and importance
    • Understanding client expectations and reporting results
    • Planning and staffing
    • Co-ordinating with business and financial diligence
    • Spotting the 'red flags' and identifying potential solutions
    • Addressing and managing the potential for professional liability
    • Recent developments
  • 12:00 pm
    Networking Luncheon
  • 1:00 pm
    Structuring the Deal

    Jon Northup, Goodmans LLP
    Paul A.D. Mingay, Borden Ladner Gervais LLP

    Experienced counsel will walk you through the most common transaction structures, including corporate and securities law considerations and tax implications.

    • Factors to consider when structuring the deal
    • How to determine the best structure for your transaction
    • What forms can a transaction take and how do they differ?
      - share/asset purchases
      - take-over bids
      - amalgamations
      - plans of arrangement
    • Trends in deal structures
  • 3:00 pm
    Refreshment Break
  • 3:15 pm
    Managing Regulatory Risk

    Mark Opashinov, McMillan LLP

    • The statutory framework for review of M&A transactions
    • The Competition Bureau’s review process, and the practical implications of how Bureau administrative processes overlay the statutory framework
    • Considerations in planning the Competition Act clearance processes
    • Covenants, representations and warranties concerning the Competition Act clearance process and allocation of the risks of the regulatory process
    • The typical give and take between buyer and seller – who has responsibility for what, who can make decisions about what, when can a buyer walk because of a Competition Act problem
    • Planning the M&A process with the Competition Act process in mind
    • The Investment Canada Act process and how it can affect your deal
  • 4:15 pm
    Managing Risk in International Transactions

    Michael D. Amm, Torys LLP
    Lisa Damiani, General Counsel and Corporate Secretary New Gold Inc.

    • What is different about international deals?
    • Determining the role of Canadian and foreign counsel in international deals
    • Structuring and tax planning issues
    • Managing the Hart-Scott-Rodino Act pre-merger notification and review process and other regulatory approvals
    • Foreign investment review/national security considerations - U.S. Foreign Investment and National Security Act of 2007
    • Securities law issues – takeover bids, proxy rules and MJDS
    • Recent Delaware case law developments relating to M&A and directors’ duties
    • Governing law and dispute resolution
    • Anti-bribery/corruption
  • 5:30 pm
    Day One Adjourns
• Day Two: 8th Annual M&A Skills Boot Camp

  Original Date: April 1, 2015

  Expand All Collapse All

  • 8:30 am
    Recap and Introduction from Course Leader

    Aaron S. Emes, Torys LLP
  • 8:35 am
    Negotiating the Fundamentals

    Brian Levett, Minden Gross LLP
    Thomas A. McKee, Blake, Cassels & Graydon LLP
    Laurie N. Duke, Torys LLP

    This session will, using precedents, review key negotiated clauses and negotiation techniques.

    Representations and Warranties

    • How representations and warranties are used to obtain information and allocate risk
    • What is reasonable to ask for and why/why not?
    • Due diligence to support representations and warranties
    • Survival
      - effect of closing
      - conventional periods

    Covenants and Conditions

    • Implications of failure to perform
      - covenants to be satisfied prior to/after closing
    • Conditions of closing
      - what is appropriate?

    Indemnities

    • When is indemnification appropriate?
      - risk allocation when uncertainty exists
      - damages for failure to perform
    • Limits
      - deductibles, baskets and caps
    • Enforceability issues
  • 10:30 am
    Refreshment Break
  • 10:45 am
    Labour, Employment, Pensions and Benefits Issues in the M&A Process

    Darryl R. Hiscocks, Torys LLP
    Susan Nickerson, Torys LLP

    • The impact of asset versus share transactions on labour, employment, pension and benefits issues
    • Key issues in employment, pensions and benefits due diligence
    • Different ways employees, pensions and benefits are handled in acquisition transactions
    • Impact of collective agreements in acquisition transactions
    • Termination and severance issues
    • Successor employer legislation issues
    • Management incentive agreements
    • Emerging issues and trends
  • 12:00 pm
    Networking Luncheon
  • 1:00 pm
    Corporate Governance Matters and Regulatory Update

    Kent E. Thomson, Davies Ward Phillips & Vineberg LLP
    Amanda Linett, Stikeman Elliott LLP
    Jason Koskela, Senior Legal Counsel, Ontario Securities Commission
    

    • Corporate governance in M&A transactions
    • Proposed amendments to take-over bid regime
    • Shareholder activism and proxy contests
  • 2:00 pm
    What’s Market? Highlights from Recent Deals and Studies

    Kathleen M. Ritchie, Gowling Lafl eur Henderson LLP
    André Perey, Blake, Cassels & Graydon LLP
    Samantha Horn, Stikeman Elliott LLP

    • Sources of deal points information
    • Trends in Canadian, US and European deals
    • Earnouts
    • Escrows
    • MAE/MAC
    • Remedies
      - break fees
      - specific performance
    • Indemnification
      - survival periods
      - sandbagging
      - deductibles, baskets and caps
      - types of losses
    • Representation and warranty insurance
  • 3:00 pm
    Refreshment Break
  • 3:15 pm
    Assessing IT and Intellectual Property Ownership

    Richard Corley, Goodmans LLP

    • Key issues in IT and IP due diligence
    • Establishing and implementing a due diligence plan
    • Avoiding common IT/IP pitfalls
    • Assessing IP ownership and exposure
    • Open source and other software licences
    • Emerging issues and trends
  • 4:00 pm
    Identifying and Mitigating Environmental Risks

    Michael J. Fortier, Torys LLP

    • Breadth of risks, including potential exposures for directors and officers
    • Increasing importance of climate-related risks
    • Scoping environmental due diligence appropriately
    • Using technical consultants effectively
    • Documenting the exercise
  • 4:45 pm
    Closing and Post-Closing Logistics: Best Practices

    Paul A. Simon, Borden Ladner Gervais LLP
    Adam Walsh, General Counsel, Choice Properties REIT

    • The dynamics and logistics of closing
      - anticipating issues and logjams
      - orchestrating the closing
    • Developing the closing agenda
    • Payments mechanics, electronic transfers and the Large Value Transfer System
    • Escrow agreements and holdbacks
    • Reporting to the client
    • Handling post-closing disputes
  • 5:30 pm
    Program Concludes

Group Discounts

2-3 delegates: 25% off archived program fee
4-10 delegates: 30% off archived program fee
11+ delegates: 35% off archived program fee
Boardroom rates available.

Delivery

The video stream, including link to program materials will be sent to you via email as soon as payment is successfully processed.

Refunds

All sales are final. Please make all enquiries related to program content and CPD/MCLE credit hours prior to purchase. In the event you experience technical difficulties, please contact opdsupport@osgoode.yorku.ca for assistance.