A seminar for the novice and the experienced lawyer alike.  The aim of this program is to provide you with both practical advice as well as effective precedents that will assist you in the drafting and settlement of common business agreements such as share purchase agreements, asset purchase agreements, tax and accounting issues related to acquisitions agreements generally, shareholder agreements, strategic alliance agreements, outsourcing agreements, and technology agreements. A faculty of experienced practitioners will provide advice on what to ask your client before you commence drafting, what issues to consider when drafting, and negotiation strategies. Our speakers will also provide precedents to use as a reference in your own practice.

Introductory Remarks (9:00 a.m.)

Acquisition Agreements (9:05 a.m.)
• Structure of the transaction (assets vs. shares)
• Key deal considerations
• Representations and warranties
• Covenants and closing conditions
• Indemnification
• The importance of “boilerplate”
Vaughn R. MacLellan, Wildeboer Dellelce LLP

Tax Issues (9:35 a.m.)
• Purchase price allocation
• Representations and warranties
• Elections
• Commodity tax
Daniel V. Lang, PricewaterhouseCoopers LLP

Shareholder Agreements (10:05 a.m.)
• Operation of the business
• Anti-dilution and pre-emptive rights
• Securing a market for the shares and rights of purchase and sale
• Events of default
• Funding buy-outs
• Spousal considerations
Jason Arbuck, Cassels Brock & Blackwell LLP

Break (10:35 a.m.)

Strategic Alliance Agreements (10:50 a.m.)
• The “new” joint venture
• Assessing the relationship
• Co-operation
• Exclusivity and confidentiality
• Termination
Stephen B. Kerr, Fasken Martineau DuMoulin LLP

Outsourcing Agreements (11:20 a.m.)
• Reasons for their increasing use
• Best practices
• Key contractual considerations
• Regulatory issues
• Termination
Koker Christensen, Fasken Martineau DuMoulin LLP

Technology Agreements (11:50 a.m.)
• Ownership and licensing issues
• Exit and transitional issues
• Privacy, data protection and confidentiality
• Termination
Arshia Tabrizi, Esq., Tabrizi Law Office

Employment Agreement (12:20 p.m.)
• Enforceability concerns arising from the “sweetheart deal” and
the “take-it or leave-it” agreement on current employees
• Termination
• Restrictive covenants
• Change of control
William R. Gale, Grosman, Grosman & Gale LLP

Question Period (12:50 p.m.)

Program Concludes (1:00 p.m.)