NEGOTIATING & DRAFTING MAJOR BUSINESS AGREEMENTS

Confidentiality agreements and letters of intent
C. Ian Kyer

Negotiating loan, credit & other financing agreements
Jon J. Holmstrom

International and cross border agreements
Alison J. Youngman

IP licensing agreements: Patents, trade-marks, copyrights, data & trade secrets
C. Ian Kyer

Negotiating acquisition agreements
George S. Takach

Electronic contracts
George S. Takach

Drafting effective employment agreements
Barry A. Kuretzky

Term sheets for venture capital financing
Gary Solway

Outsoucring agreements negotiations
Robert P. Ellis

Negotiating shareholders’ agreements
Gary Solway

Ian Kyer is a partner at Fasken Martineau DuMoulin LLP's Toronto office where he practices corporate/commercial law with an emphasis on serving information technology companies. Ian is on the steering committee of the firm's national Technology and Intellectual Property practice group and is director of the Toronto office's Information and Technology practice group. He advises buyers and sellers of technology on acquisitions, licensing, outsourcing and technology-related legal disputes. The Canadian Legal LEXPERT Directory has stated that Ian is one of the most consistently recommended "leading practitioners - Toronto." He has been listed for several years in The Leading 500 Lawyers in Canada and has twice been rated one of the top 25 IT lawyers in the world in Euromoney's The Best of the Best. Ian is also listed in Who's Who Legal: The International Who's Who of Business Lawyers. He has been given the highest rating by Martindale Hubbell and has recently been chosen to be in Canadian Who's Who. Ian is the founder and first president of the Canadian IT Law Association (IT.Can), Canada's first national computer law association; and is a past president of the Computer Law Association, Inc. He is also a member of the editorial board of several computer law publications including the Oxford International Journal of Law and Information Technology.

Jon currently advises financial institutions and corporations in structuring multijurisdictional lending transactions, global North American credit facilities (including the use of Nova Scotia unlimited liability companies and various U.S. state limited liability companies), secured loan transactions, leasing transactions, note purchase arrangements and structured financing transactions. Jon advises providers and consumers of credit in the computer software, cable, transportation (air, land and sea), steel, financial leasing, commercial real estate, automotive, telecommunications, retail, funeral services, health care, mining, agri-business and petrochemical industries.

Jon is actively involved in structuring and documenting financial, equity and commodity derivative transactions for financial institutions, mutual funds and end-users.

Jon has written articles and lectured for the Law Society of Upper Canada, The Canadian Institute and Insight on international lending transactions, the Personal Property Security Act, letters of credit and derivative products.

Jon joined the firm as an associate in 1988 and became a partner in 1991. He is Practice Group Leader of Fasken Martineau's Banking and Finance practice group.

Professional Activities
Member, Canadian Bar Association
Member, International Bar Association
Member, INSOL International
Member, Legal Affairs Committee, Canadian Finance and Leasing Association (Past)

Areas of Practice
Banking & Finance
Insolvency and Restructuring

Education
B.Sc., 1975
IUniversity of Toronto

LL.B., 1978
Queen's University

LL.M., 1979
Université Libre de Bruxelles

Called to the Bar
Ontario, 1981

Ms. Youngman is a senior partner of Stikeman Elliott LLP, with wide-ranging corporate and commercial experience in a variety of industries, advising both public and private corporations. She leads the firm's Outsourcing and Technology Groups and is a member of the firm's Negotiated Acquisitions Group. She deals primarily with large scale outsourcing transactions and domestic and cross-border mergers and acquisitions, commercial matters, including joint ventures, strategic alliances, licensing and distribution arrangements. Ms. Youngman is a member of the firm's Marketing Committee in Toronto and serves as co-chair of the American Bar Association Negotiated Acquisitions Committee Task Force on Joint Ventures. She is also a member of the Licensing Executives Society and the Ontario Bar Association Corporate Laws Committee.

Barry A. Kuretzky is a senior partner with Kuretzky Vassos LLP and has specialized in the area of employment law since his call to the bar more than 20 years ago. Barry is a graduate of Queen's University Law School. His area of practice encompasses all aspects of employment and labour law. He has written numerous articles and speeches and conducts conferences on a full range of employment issues, including wrongful dismissal, sexual harassment, executive employment contracts and the conduct of terminations. In addition, Barry writes a monthly column for the Toronto Sun's career planning section. Barry was formerly co-editor of a leading employment law series and has also acted as Chair and Co-chair of various Law Society and Canadian Bar Association conferences. Barry has been recognized as one of the top 500 lawyers in Canada by the Canadian Legal LEXPERT Directory.

George S. Takach is a partner in McCarthy Tétrault LLP's Toronto office and Industry Group Leader of the Technology Group. Mr. Takach's practice focuses on technology, software, Internet, e-commerce and related matters. Mr. Takach represents a wide variety of Canadian and international companies that develop and market computer-based and related products and services, providing advice on a broad range of matters, including licensing, distribution, proprietary rights protection and other intellectual property issues, joint venture and strategic alliance arrangements, mergers, acquisitions and divestitures, bank and equity financing, as well as matters relating to the Internet and e-business. Mr. Takach also regularly assists purchasers and suppliers of computing resources with the negotiation and drafting of a wide variety of contracts. Since 1990, he has been an Adjunct Professor at Osgoode Hall Law School, York University, where he teaches a course in Computer Law. Mr. Takach appears in the 2005 Guide to the Leading 500 Lawyers in Canada, published by Lexpert and American Lawyer, and the 2005 Canadian Legal Lexpert Directory, a guide to the leading law firms and practitioners in Canada, as a leading lawyer in the areas of computer and technology. Mr. Takach received his BA and his JD from the University of Toronto. He also has his MA in international relations from the Norman Paterson School of International Affairs, Carleton University in Ottawa. He was called to the Ontario bar in 1985.

Stephen Bodley is Vice President & Associate General Counsel (Eastern Canada) for Direct Energy, where he is responsible for the legal affairs of three distinct businesses: Direct Energy Essential Home Services, Direct Energy Business Services and The Consumers' Waterheater Income Fund. Previously, Stephen was a Partner at Blake Cassels & Graydon LLP's Toronto office, in the business law group. His practice areas included: mergers, acquisitions and financings: business/commercial, and litigation. Stephen received his Bachelor of Laws from Osgoode Hall Law School. Stephen has also been recognized in Lexpert's 2005 Top 40 under 40 Corporate Counsel.

Robert P. Ellis is Vice President and Assistant General Counsel for Celestica, one of the world's leading electronic manufacturing services (EMS) companies. As head of Celestica's customer contracts group, his practice includes the drafting and negotiation of complex agreements in Asia, Europe and the Americas. These agreements support Celestica's provision of a broad range of integrated services to leading original equipment manufacturers (OEMs) across a variety of industries, including the communications, enterprise computing, consumer electronics, and aerospace fields. He has also supported a variety of other sophisticated transactions including mergers and acquisitions, functional outsourcing agreements (as both customer and supplier), public/private sector partnerships, as well as joint ventures and alliances.

Gary Solway is the managing partner of Torys' Technology Group. Gary's practice focuses on corporate/commercial, securities and intellectual property work for clients in the technology, communications and entertainment fields. His practice has involved private and public financings (including initial public offerings), stockholder arrangements, executive/employee compensation arrangements, licensing agreements, international corporate structurings, corporate reorganizations, venture capital fund formation, and mergers and acquisitions (including representation of U.S. acquirors of Canadian companies). Gary received his LL.B. from the University of Toronto and a B.Comm. from Queen's University. He was called to the Ontario bar in 1985. Gary is a director of the Canadian Venture Capital Association and has been recognized as a repeatedly recommended practitioner in technology law by the Canadian Legal LEXPERT Directory.