2nd M&A Agreements

Practical advice on negotiating and structuring key M&A agreements from leading Canadian companies and professionals
Date: September 16 & 17, 2014
Location: Toronto
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Highlights

Review current trends in M&A deal terms, examining the factors driving the trends as well as important legal and market developments

Explore how to structure and execute value enhancing agreements

Discuss strategic negotiating and drafting tips for deal protection terms

Review key issues in the negotiation & drafting of purchase price adjustment clauses

Practical tips in negotiating and drafting effective letters of intent

Examine the negotiation of confidentiality agreements

Examine best practices in negotiating and drafting indemnification provisions

Look at the latest developments in the negotiation and use of MAC clauses

Key concepts in negotiating the terms of due diligence

Faculty

FACULTY
COURSE LEADERS
David S. Brown, WeirFoulds LLP
David S. Brown is a Partner at WeirFoulds LLP. He handles all manner of M&A, private equity and venture transactions with an emphasis on: private company sales and divestitures; middle-market company mergers and acquisitions; and the Canadian component of institutional fund purchases and divestitures.
Gary Solway, Bennett Jones LLP
Gary Solway is a Partner and Co-Head of the Private Equity Group and Managing Partner of the Technology, Media and Entertainment Group at Bennett Jones LLP. He also acts for both U.S. and Canadian private equity and venture capital investors and for foreign buyers acquiring Canadian businesses.
CO-LECTURERS
Derek S.T. Baldwin, IBIS Corporation
Derek S.T. Baldwin is Director of Worldwide Operations and General Counsel at IBIS International.
Jeffery A. Barnes, Borden Ladner Gervais LLP
Jeffery A. Barnes is a Partner at Borden Ladner Gervais LLP. His practice focuses on M&As, corporate law, finance, governance and securities law.
John Emanoilidis, Torys LLP
John Emanoilidis is a Parnter and Co-head of Torys LLP’s M&A practice.
Chris Harrs, Spin Master Ltd.
Chris Harrs is Vice-President, General Counsel with Spin Master Ltd.
Robert O. Hansen, McCarthy Tétrault LLP
Robert Hansen is a Partner at McCarthy Tétrault LLP. His core practice involves mergers and acquisitions and capital markets transactions.
Mark Katz, Davies Ward Phillips & Vineberg LLP
Mark Katz is a Partner at Davies Ward Phillips & Vineberg LLP. He has advised clients on competition law matters, such as M&As.
Gordon Krofchick, Krofchick Valuation Partners
Gordon Krofchick is President of Krofchick Valuation Partners and has provided valuation opinions in many acquisitions.
H. Maura Lendon, Primero Mining Corp.
H. Maura Lendon is Vice President, Chief General Counsel and Corporate Secretary at Primero Mining Corp. with senior legal experience at HudBay Minerals Inc. and AT&T.
Sue-Lynn Noel, Livingston International Inc.
Sue-Lynn Noel is Senior Counsel, Mergers & Acquisitions for Livingston International Inc.
Alex Porat, Litens Automotive Group
Alex Porat is General Counsel at Litens Automotive Group.
Kathleen M. Ritchie, Gowling Lafleur Henderson LLP
Kathleen Ritchie is a Partner at Gowling Lafleur Henderson LLP. Her practice has an emphasis on public and private M&As and corporate finance.
Melanie Russell, Kalex Valuations
Melanie Russell is a Partner with Kalex Valuations Inc.
Dennis Wong, TELUS Communications Company
Dennis Wong is Associate General Counsel with TELUS Communications Company and heads the legal team supporting M&As and venture capital investments.

Program

COURSE PROGRAM
Deal Terms and Tactics: Latest Trends in M&As
Changes in the economy and M&A market, as well as recent case law developments, have led to changes in deal terms and approaches to getting a deal done. This session will review current trends in M&A deal terms, examining the the factors driving the trends as well as important legal and market developments.

Current trends in M&A deal terms

Growing importance of deal protection techniques

Customization of deal terms

Latest in shareholder rights plans

Essential terms and conditions to avoid post closing surprises

Evaluating negotiating practices and improving skills

Avoiding traps and using tactics

Case law developments impacting deal terms

Managing Risk in an Add-On Transaction Through Due Diligence
Risks abound in an M&A deal and one of the best ways to mitigate those risks is through an effective due diligence process. This discussion details an approach to managing M&A deal risk and realizing value in an add-on acquisition.

Mitigating risk through a comprehensive analysis of business plans and financial projections

Conducting due diligence across multiple disciplines

Validating assumptions in the business case

Integrating the business and capitalizing on discoveries

Intellectual Property Issues in M&A Agreements
This session will look at negotiating IP issues in M&A agreements.

Assessing the intellectual property asset value and strength

Identifying and evaluating the risk of intellectual property claims

Ensuring unencumbered title to the intellectual property assets

Drafting & negotiating the IP provisions

Crafting M&A Letters of Intent
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 and enforceable obligations: the latest

Confidentiality, assignment, no shop and standstill provisions

Structuring and Executing the Deal
Understanding the intricacies of executing buy and sell side transactions is critical to achieving successful strategic and economic outcomes through M&A. This presentation explores how a deal maker should think about structuring and executing value enhancing agreements.

· Generating Corporate and Shareholder Value through M&A

· Taking the mystery out of cross-border M&A

· Due diligence that matters

· Governance and project managing the transaction to closing

M&A Deal Protection Terms
This session will explore best practices and discuss strategic negotiating and drafting tips when using these provisions to structure a transaction.

Pre-signing deal protections

Drafting contractual deal protection terms

Key legal issues associated with deal protection terms

Latest trends in deal protections

Go-shop provisions

Representations & Warranties
This session will review the role that representations play in M&A contracts and provide best practices for negotiating and drafting them.

The role of representations in M&A contracts

Structuring representations in an M&A agreement

Drafting strategies for representations: issues to consider

Qualifications and exceptions to representations

How representations interact with indemnifications provisions

Material Adverse Change (MAC) Clauses
This session look at the latest developments in the negotiation and use of MAC clauses.

Use of MAC clauses as an exit strategy and to mitigate risk

Negotiating the definition and carve-out sections of the MAC clause

Determining what constitutes a material adverse change

Examining the case law

Current trends in drafting MAC clauses

Negotiating & Structuring Earnout Strategies
This session looks at when earnout provisions should be used and provide best practices for negotiating and structuring effective earnout provisions.

Latest trends in drafting earnout provisions

Use of performance benchmarks

Structuring the earnout

Tax and accounting implications

Post-closing concerns to consider

Indemnification Provisions in M&A Deals
Indemnification provisions are an important tool in private deals to reduce legal and financial risks of both parties. This session will examine best practices in negotiating and drafting indemnification provisions in merger and acquisition deals.

Key considerations

Limits on indemnification: subject matter and dollar limitations

Indemnification provisions and defense of third-party claims

Consequential and incidental damages

Fraud exclusion

Purchase price adjustment and double-dipping

Indemnity procedure

Enforceability issues

Confidentiality Agreements
This session will examine the negotiation of confidentiality agreements.

Key considerations in negotiating MA non-disclosure agreements

Key elements of the agreement

Is it more than just a confidentiality agreement?

Latest legal developments on confidentiality agreements

Potential pitfalls that can be missed

Covenants & Conditions for M&A Transactions
This session will explore key conditions and covenants for M&A agreements.

Drafting pre-closing covenants

Covenants to be satisfied before closing vs. after closing

Standards of performance

Issues for conditions of closing

Termination and outside date provisions

Multimedia Presentations

MULTIMEDIA PRESENTATION
Structuring and executing the deal
Atulan Navaratnam
George Weston Ltd.
Confidentiality agreements
Lori Evans
Birch Hill Equity Partners
M&A Letters of intent: Crafting preliminary deal terms and conditions
Alfred L.J. Page
Borden Ladner Gervais LLP
Negotiating M&A purchase price adjustment clauses
Darren Goldstein
Telus Corp.
Negotiating issues
John Russo
Equifax Canada Co.
Covenants & conditions for M&A transactions
Tina M. Woodside
Gowling Lafleur Henderson LLP
Enhancing value through M&A
Chris Polson
Veracap Corporate Finance Ltd.
Directors’ duties in M&A transactions
Allan D. Coleman
Osler, Hoskin & Harcourt LLP
Targeting the acquisition
Bjorn Morisbak
Stantec Inc.
Proxy contests: The new M&A?
Patricia L. Olasker
Davies Ward Phillips & Vineberg LLP
Negotiating the acquisition
Chris Polson
Veracap Corporate Finance Ltd.
Structuring the deal
Jonathan A. Levin
Fasken Martineau DuMoulin LLP
Maximizing value in the sale of a business
David Turnbull
Manulife Capital Markets Group
Financing & obtaining capital
Craig McDougall
National Bank Financial
Value, price & corporate strategy
Gary Chung
BMO Financial Group
Developing an acquisition strategy
Harold Bridge
Kathar Enterprises Inc.
Valuation and deal structures
Richard Wise, FCA, FCBV, FASA, MCBA, CVA,
MNP LLP
The use and misuse of options in M&A transactions
David Miller
Rogers Communications Inc.
Negotiating the acquisition – a seller and buyer perspective
Eric H. L. So
Synergex Corporation
How to successfully negotiate the financial terms of the deal
Chris Van Staveren
KPMG LLP
Operational due diligence – delivering commercial value from the acquisition
Denvy Nanderam
AMEC
Cross border M&A deals: key U.S., Canadian and international regulatory and other considerations
Kevin J. Thomson
Davies Ward Phillips & Vineberg LLP
Identifying and addressing pension legal risks in M&As and restructurings
Lorraine Allard
McCarthy Tétrault LLP
Board risk oversight in M&As and takeovers
John Lark
Coherent Advice Inc.
Capital raising for M&A and general growth-shifting patterns and new creative approaches
Sean Samson
First Nickel Inc.

Participants

Bennett Jones LLP

Borden Ladner LLP

Davies Ward Phillips & Vineberg LLP

Gowling Lafleur Henderson LLP

IBIS Corporation

Kalex Valuations Inc.

Krofchick Valuation Partners

Litens Automotive Group

Livingston International Inc.

McCarthy Tétrault LLP

Primero Mining Corp.

Spin Master Ltd.

Telus Communications Company

Torys LLP

WeirFoulds LLP

Who should attend

Corporate Counsel, Legal Services VPs & Directors, Corporate Execs, Contract Managers, involved in M&A negotiations, due diligence & operations; financial executives; finance specialists; M&A lawyers

Price

Price list:-
  • Course: $1975
  • Webcast only : $1575
  • Webcast and Proceedings : $1874
  • Course and Proceedings : $2274
  • Proceedings Only: $599
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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.