At the heart of every transaction, whether an asset purchase, share purchase or financing, is an effective due diligence team. Join us and learn how to uncover the information needed by your client to adequately assess the deal and learn how to use due diligence as a tool for negotiation and a way to deliver value. Discover the importance of establishing a standardized process using precedents, conducting proper minute book reviews, ordering the right searches and synthesizing the reviewed documents into a report. This program will also give you an overview on key issues in conducting intellectual property due diligence, environmental due diligence, and employment due diligence.

Focus: This program is designed to update new and mid-level practitioners on the principles underlying an effective due diligence review, how to use due diligence as a tool for negotiating and using due diligence as a way to deliver value.

Highlights will include:
• Overview of the due diligence process
• Effective minute book review
• Ordering and reviewing due diligence searches
• Key issues to consider in contract, intellectual property, environmental, labour and  employment due diligence
• Preparing the due diligence report

Webcast Available

9:00 am Introductory Remarks

9:10 am Overview of the Due Diligence Process
• What is “due diligence”?
• What are the objectives of due diligence?
• Due diligence for an asset purchase versus share purchase transactions
• Due diligence as a purchase versus due diligence as a vendor
• Preparing a due diligence checklist
Dean Psarras, McMillan LLP

9:35 am Effective Minute Book Reviews
• Establishing a minute book review precedent
• Reviewing the articles of incorporation, by-laws, share registers and resolutions
• Rectifying minute book deficiencies
Susan Marsh, Cassels Brock & Blackwell LLP

10:00 am Ordering and Reviewing Due Diligence Searches
• Overview of the common searches
• What attributes influence the types of searches conducted
• Properly reviewing and assessing search results
Sarat C. Maharaj, Bennett Jones LLP

10:25 am Break

10:40 am Contract Due Diligence
• Establishing a contract summary precedent
• Identifying material contracts
• Key provisions to consider in different types of transactions including share purchase versus asset purchase transactions and financings
Maurizio P. Romano, Blake, Cassels & Graydon LLP

11:05 am Intellectual Property (IP) Due Diligence
• What constitutes IP?
• Problems to look for when conducting IP due diligence
• Contractual provisions to consider when conducting IP due diligence
Alistair G. Simpson, Smart & Biggar/Fetherstonhaugh

11:30 am Environmental Due Diligence
• Overview of the new Green Energy Act
• Overview of Ontario’s Brownfield’s legislation
• Environmental factors that arise in asset purchase versus share purchase transactions
• Liabilities arising from environmental issues and allocation of the risks
• Reviewing environmental assessments (Phase 1 and Phase 2)
Jonathan D. Cocker, Baker & McKenzie LLP

11:55 am Labour and Employment Due Diligence
• Overview of labour and employment laws in Ontario
• What are the key labour and employment issues considered in due diligence?
Tom Moutsatsos, Hicks Morley Hamilton Stewart Storie LLP

12:20 pm Preparing the Due Diligence Report
• Setting out the scope of the due diligence review
• Who will be relying on the due diligence report?
• Overview of the key sections in a due diligence report
Al Wiens, Wildeboer Dellelce LLP

12:45 pm Program Concludes