19th Negotiating and Drafting Major Business Agreements

Current, practical advice on the structure of key business deals
Date: October 7 & 8, 2014
Location: Toronto 
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Highlights

- Mastering key drafting and negotiating skills

- Determining what to disclose

- Complying with electronic contract formalities

- Understanding intellectual property rights

- Realizing effective employment agreements

- Crafting cross-border contracts strategically

- Negotiating shareholders agreements

- Planning for acquisitions and closing the deal

Faculty

FACULTY
COURSE LEADERS
Constance L. Crosby, Cisco Systems Canada
Constance Crosby is Vice-President, Legal, Cisco Systems Canada. Her practice focusses on IP and IT transactions, patents and licensing, as well as structuring joint ventures and mergers and acquisitions.
Richard F.D. Corley, Goodmans LLP
Richard F.D. Corley is a Partner at Goodmans LLP. He has over 25 years of experience in complex outsourcing transactions, technology M&A, joint ventures, cleantech and technology competition law matters.
CO-LECTURERS
Charles G. Alexander, Citibank Canada
Charles Alexander is General Counsel & Corporate Secretary at Citibank Canada.
I. William Berger, Fogler Rubinoff LLP
I. William Berger is a Partner in the Business Law Group of Fogler Rubinoff LLP.
Frank DeLuca, Cassels Brock and Blackwell LLP
Frank DeLuca is a Partner at Cassels Brock and Blackwell LLP.
Carolyn Francis, CH2M HILL Canada Limited
Carolyn Francis is Director of Contracts, Canada at CH2M HILL Canada Limited. She is responsible for all proposals, contracts, policies and general administrative requirements across Canada.
Paula Irwin, MacDonald Dettwiler and Associates Inc.
Paula Irwin is Manager, Contracts and Subcontracts at MDA Corporation. She has over 18 years of experience and is responsible for all aspects of contracts management.
Paul Klasios, E. I. du Pont Canada Company
Paul Klasios is Associate General Counsel, Secretary and Director at E. I. du Pont Canada Company and its Canadian agriculture bio-tech affiliate, DuPont Pioneer.
Wendy Law, City of Mississauga
Wendy Law is the Deputy City Solicitor, Municipal Law, at the City of Mississauga. Her practice includes major procurement projects, and drafting and negotiating agreements.
Barry Leon, Perley-Robertson Hill & McDougall LLP
Barry Leon is a Partner and Head of the International Arbitration Group at Perley-Robertson, Hill & McDougall LLP.
Martina Nikolic Doyle, Aecon Group Inc.
Martina Nikolic Doyle is Corporate Counsel at Aecon Group Inc.
Mark D. Penner, Fasken Martineau DuMoulin LLP
Mark Penner is a Partner at Fasken Martineau DuMoulin LLP.
David Shaw, Blake, Cassels & Graydon LLP
David Shaw is a Partner at Blake, Cassels & Graydon LLP.
Gary Solway, Bennett Jones LLP
Gary Solway is a Partner at Bennett Jones LLP.
Pierre Soulard, Norton Rose Fullbright Canada LLP
Pierre Soulard is a Partner at Norton Rose Fullbright Canada LLP.
Brian D. Wylynko, Federal Express Canada Ltd.
Brian Wylynko is the Managing Director, Regional Counsel & Corporate Secretary at Federal Express Canada Ltd.
Andrew Jones, Sim & McBurney / Sim Lowman Ashton & McKay LLP
Andrew Jones is a Partner, Barrister & Solicitor and Trade-mark Agent at Sim & McBurney / Sim Lowman Ashton & McKay LLP.

Program

COURSE PROGRAM
Panel: Practical Negotiating Strategies and Techniques for Contracts & Agreements
This panel discussion will share ideas and approaches on effective negotiating strategies and techniques when drafting major business agreements.

Having a game plan

Knowing who you are negotiating with

Knowing your goals in advance

Being reasonable

Being practical

Understanding the big picture

Achieving a win/win result

Practical Drafting Techniques For Contracts & Agreements
This session will discuss the up front 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.

Key considerations underlying good drafting

Effective use of boilerplate provisions and template agreements

Risk and responsibilities: assessment & allocation

Common pitfalls to avoid

Drafting and Negotiating Successful Service and Service Level Agreements
- Identifying the business interests which the SLAs are intended to advance - Establishing appropriate SLA incentives and enforcement terms and conditions - Identifying appropriate SLA metrics and measurement methodologies - Assessment and Monitoring requirements - Identifying risks including cyber risks - Remedial activities to result from the SLA breaches - Default and termination as a result of SLA breaches


Negotiating Shareholders’ Agreements

Checklist of issues to consider

Unanimous vs. non-unanimous shareholders agreements

Governance and control issues

Transfer restrictions, funding arrangements, exit strategies

Dispute resolution, non-compete and confidential information provisions

Veto rights

Rights to nominate directors

Preferred vs. common shares and share conditions

Outsourcing Agreement Negotiations

Basic elements of outsourcing transactions, including transfers of assets and personnel

Customer goals and contractual requirements

Specification of services, service level expectations and service level remedies

Order flexibility and change process

Jurisdictional and offshoring complexity

Regulatory issues

Indemnities, limitations of liability, representations & warranties

Invoicing, payment, performance incentives, gain sharing, adjustments and credits

Audit rights

IP ownership protection and licensing

Confidentiality, privacy and security

Confidentiality Agreements

Determining what to disclose

Timing of disclosure

Two-way disclosure considerations

Required disclosure to third parties

Practical drafting considerations

Letters of Intent
In commercial transactions, letters of intent focus the parties on forging a deal, provide a helpful record of agreed terms, establish negotiation parameters and pave the way to efficient execution. This session will provide practical tips in negotiating and drafting effective letters of intent while highlighting recent legal developments interpreting them.

Using letters of intent to save time and expense

Fundamental elements of letters of intent: key terms to include

Agreements to agree and enforceable obligations: the latest legal developments

Confidentiality, assignment, no shop and standstill provisions

Reliance on letters of intent

Public disclosure obligations

Negotiating Acquisition Agreements

· Essential steps in a purchase transaction

· Contract structure and essential terms

· Asset purchases, stock purchases and merger agreements

· Basic tax consideration in structuring acquisitions

· Representations and warranties and covenants

· Closing the deal: conditions, pitfalls, risk, material change, termination provisions

Managing Risk in International & Cross-Border Transactions
- How risks in international and cross-border transactions are different - Country risk and counter-party risk - Negotiating in different cultures and languages - Dangers in jurisdictions that appear familiar - Choice of law and its limitations - Conflict and dispute resolution options - Choice of jurisdiction: which court(s)? - Reasons for choosing international commercial arbitration - Avoiding pitfalls in international arbitration provisions - Taking advantage of investor protection treaties - The importance -- and dangers -- of local counsel


IP Licensing Agreements

What IP rights can be licensed?

Key components of the license grant

Avoiding common problems in the license grant

Improvements: ownership and licensing

Scope of license: avoiding common problems

Term and termination

Restrictions on assignment

Licensing trade-marks: the importance of quality control

Licensing trade secrets: maintaining confidentiality

Common representations and warranties

Apportioning risk: indemnification and limitation of liability

Limitation & Liability Indemnities
Limitation of liability and indemnity provisions are included in most types of contracts and can have a significant impact on the remedies available as they may expand or limit exposure to risk over the course of the contract. The session will examine key considerations in the negotiation and drafting of these clauses.

· Determining what indemnities to include

· Exclusions of and limitation of liability clauses, and appropriateness of certain exceptions

· Key considerations for indemnification clauses

· Reviewing indemnities and limitations of liability clauses in tandem

Multimedia Presentations

MULTIMEDIA PRESENTATION
IP Licensing agreements
Stuart Ash
Gowling Lafleur Henderson LLP
International & cross-border agreements
Dale Scott
General Electric
Electronic contracts
Parna Sabet-Stephenson
Blake, Cassels & Graydon LLP
Outsourcing agreement negotiations
Lisa K. Abe-Oldenburg
Fasken Martineau DuMoulin LLP
Practical drafting techniques for contracts and agreements
C. Ian Kyer
Fasken Martineau DuMoulin LLP
Confidentiality agreements and letters of intent
Colin K. Sam
Aecon Group Inc
Employment agreements
Abdul-Basit Khan
Blake, Cassels & Graydon LLP
Outsourcing agreement negotiations
Cheryl Slusarchuk
Blake, Cassels & Graydon LLP
Drafting and negotiating a successful service level agreements
David Spratley
Davis LLP
Joint venture & strategic alliance agreements
Susan Tomaine
Blake, Cassels & Graydon LLP
Securing human capital in business transactions
Jennifer Russell
Roper Greyell LLP
Negotiating acquisition agreements
Andrew Hung
BMO
Risk allocation in commercial agreements
J.R. Beaudrie
McMillan LLP
Practical negotiating techniques for contracts and agreements
Gabor G.S. Takach
Torys LLP
Negotiating shareholders agreements
Kenneth N. Burnett
Miller Thomson LLP
Case study: Practical considerations in commercial contracts
Sean S. Caragata
Cisco Systems, Inc.
Strategies in drafting contractual provisions
Frank DeLuca
Cassels Brock & Blackwell LLP
Renegotiating contracts
Lisa K. Abe-Oldenburg
Bennett Jones LLP
Contract project management
Patricia Skringer
AECON Infrastructure Group
Managing contractual risk
Rodger Madden
Telus
Drafting IT agreements
Mark Johnson
Infusion Development
Competition act and investment Canada act provisions in M&A agreements
Omar Wakil
Torys LLP
Panel discussion: Legal frameworks for drafting commercial agreements
Pierre Soulard
Norton Rose Canada LLP
Drafting rights, obligations, exclusion and limitation clauses
Teresa A. Reguly
Torys LLP
Legal aspects of tenders, proposals, auctions and quotations
Daniel Chitiz
Chitiz Pathak LLP

Participants

Aecon Group Inc.

Bennett Jones LLP

Blake, Cassels & Graydon LLP

Cassels Brock and Blackwell LLP

CH2M HILL Canada Limited

Citibank Canada

City of Mississauga

Crosby Law

E. I. du Pont Canada Company

Fasken Martineau DuMoulin LLP

Federal Express Canada Ltd.

Fogler Rubinoff LLP

Goodmans LLP

MacDonald Dettwiler and Associates Inc.

Norton Rose Fullbright Canada LLP

Perley-Robertson Hill & McDougall LLP

Sim & McBurney / Sim Lowman Ashton & McKay LLP

Who should attend

Corporate Counsel, Legal Services VPs & Directors, Lawyers, Corporate Executives, Contract Managers, Corporate Secretaries, Commercial & Investment Bankers, Consultants, Brokers, Private Equity Investors

Price

Price list:-
  • Course: $1975
  • Webcast only : $1575
  • Webcast and Proceedings : $1874
  • Course and Proceedings : $2274
  • Proceedings Only: $799
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Additional Information

REGISTRATION:
To reserve your place, call Federated Press toll-free at 1-800-363-0722. In Toronto, call (416) 665-6868 or fax to (416) 665-7733. Then mail your payment along with the registration form. Places are limited. Your reservation will be confirmed before the event.
LOCATION:
Courtyard by Marriott Downtown Toronto, 475 Yonge Street, Toronto, ON, M4Y 1X7, (800) 847-5075
CONDITIONS:
Registration covers attendance for one person, the supplementary course material as described in this document, lunch, morning coffee and refreshments during breaks are provided for registered duration. The proceedings of the event will be captured on audio or video. Multimedia proceedings with all slides and handouts can be purchased separately on a CD-ROM which will also include the event material.
TIME:
Registration begins at 8:00 a.m. The morning sessions start promptly at 9:00.
CANCELLATION:
Please note that non-attendance at the event 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. 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 13 days prior to event date. No refunds will be issued after this date. Please note that a 15% service charge will be held in case of a cancellation.
DISCOUNT:
Federated Press has special team discounts. Groups of 3 or more from the same organization receive 15%. For larger groups please call Sandra Frattolillo at 1-800-363-0722, ext. 223 to get more information.
PAYMENT:
Payment must be received seven days prior to the event date.