6Th Annual M&A Skills Boot Camp

Taught by over 25 leading M&A practitioners using a multi-issue acquisition case study

6th Annual M&A Skills Boot Camp

This unique program will help develop mastery of essential M&A skills, while providing a comprehensive overview of a M&A transaction. Topics include: • Understanding the interests and objectives of your client DATES & TIME • Project management essentials for running the deal April 17 - 18, 2013 • Ethics in a transaction 8:30 a.m. - 5:30 p.m. EDT/EST • Identifying confl icts of interest LOCATION • Knowing how to use and how to draft preliminary deal agreements Osgoode Professional • Use of due diligence information in negotiating the deal Development Centre • Confi dentiality agreements and letters of intent 1 Dundas St. W., 26th Floor • The forms a transaction can take and how they differ Toronto, ON • Factors to consider when structuring the deal, including tax and securities issues • Anticipating timing issues, negotiation challenges and logistical diffi culties • Strategies for handling corporate governance and regulatory issues Webcast • Emerging regulatory issues and risks Available • Managing risk in international transactions • Protecting your client with adequate representations, warranties and indemnities • Structuring and planning issues in international deals • Emerging trends in today’s deal market re: remedies and indemnifi cation • Strategies for handling closing and post-closing logistics and disputes Course Leader David A. Seville, Torys LLP

Public CLE Seminars Customized CLE Programs Skills Training & Certiﬁ cation ITAW Professional LLM

Why this program is an n order to complete an acquisition in today’s M&A market, lawyers need a clear understanding of the essential building block client’s business goals, and how to structure and negotiate a deal which meets those goals. They need to for corporate lawyers Ilearn how to successfully execute the deal and manage the risks to their clients and their fi rms. And they need to do it on time. Mastery of these fundamental tenets of transactional practice is critical to lawyers who are striving to become tomorrow’s M&A leaders. This two day, intensive Osgoode Professional Development boot camp is designed to teach lawyers how to run a M&A transaction from its inception through to closing. Built around a hypothetical corporate acquisition, the program features high level instruction, demonstrations, negotiation strategies and lively discussion. You’ll gain important insights and key strategies required for M&A success, including: • Gathering the information you need and keeping clients informed • Understanding the Rules of Professional Conduct in negotiating the deal • Purpose and eff ect of preliminary documents • Mitigating risks through appropriate due diligence • Choosing the right form for the transaction • The impact of asset vs. share transactions on labour, employment, pension and benefi ts issues • Negotiating representations, warranties, covenants and conditions and indemnities • Investment Canada/competition/antitrust issues in M&A • Managing risk in international transactions • Managing governance and process matters • Trends and highlights from recent deals and studies • Identifying and mitigating environmental risks • Handling closing issues and post-closing logistics and disputes Whether you’re a junior transactional lawyer or practice in another area, you’ll come away from this program with a thorough understanding of the key principles and techniques you need to know to confi dently deal with the issues that may arise in the context of the negotiated transaction. Register now by visiting www.osgoodepd.ca, calling 416.597.9724 or 1.888.923.3394, emailing [email protected] or faxing 416.597.9736.

Course Leader David A. Seville, Torys LLP

Faculty Michael D. Amm, Torys LLP Thomas A. McKee, Blake, Cassels & Graydon LLP Guy Berman, Torys LLP Paul A. D. Mingay, Borden Ladner Gervais LLP Jason (Jake) Bullen, Cassels Brock & Blackwell LLP J. Alexander Moore, Davies Ward Phillips Richard F. D. Corley, Blake, Cassels & Graydon LLP & Vineberg LLP Dolores Di Felice, Borden Ladner Gervais LLP Jon Northup, Goodmans LLP Michael J. Fortier, Torys LLP Mark Opashinov, McMillan LLP Robert O. Hansen, McCarthy Tétrault LLP Andre Perey, Blake, Cassels & Graydon LLP Darryl R. Hiscocks, McMillan LLP Ian G. Putnam, Stikeman Elliott LLP Jason Koskela, Senior Legal Counsel, M&A Rima Ramchandani, Torys LLP Ontario Securities Commission Karen Shaver, Norton Rose Canada LLP Mile Kurta, Torys LLP (New York) Kent E. Thomson, Davies Ward Phillips & Vineberg LLP S. Brian Levett, Norton Rose Canada LLP Troy Ungerman, Norton Rose Canada LLP Agenda

Day One: Monday, April 17, 2013 1:00 Structuring the Deal Jon Northup, Goodmans LLP 8:00 Registration and Continental Breakfast Paul A.D. Mingay, Borden Ladner Gervais LLP Ian G. Putnam, Stikeman Elliott LLP 8:30 Welcome and Introduction from Course Leader Experienced counsel will walk you through the basic David A. Seville, Torys LLP transaction structures, including securities law 8:35 Overview and Getting Started considerations and tax implications. David A. Seville, Torys LLP • Factors to consider when structuring the deal Robert O. Hansen, McCarthy Tétrault LLP • How to anticipate timing issues, logistical diffi culties, business and legal issues • Understanding the deal and client objectives • What forms can a transaction take and how do • Project management essentials they diff er? • Keeping clients informed through eff ective - share/asset purchases communication - take-over bids Preliminary Documents - amalgamations • Key negotiated clauses in Confi dentiality - plans of arrangement Agreements & Letters of Intent 3:00 Refreshment Break • Engagement letters with fi nancial advisors • Case law update 3:15 Managing Regulatory Risk Ethics and Professional Responsibilities Mark Opashinov, McMillan LLP • Confi dentiality • Competition/antitrust issues in M&A • Securities Trading • Allocating competition law risk • Confl icts of Interest • The merger review process - understanding your duties and responsibilities • Investment Canada considerations, including - identifying confl icts the new guidelines for investments by state-owned enterprises - techniques for managing confl icts • Emerging issues and trends • Other ethical considerations - duty to negotiate in good faith 4:00 Managing Risk in International Transactions - impact of the Rules of Professional Conduct Michael D. Amm, Torys LLP 10:30 Refreshment Break Mile Kurta, Torys LLP (New York) • What is diff erent about international deals? 10:45 Effective Due Diligence • Determining the role of Canadian and foreign Jason (Jake) Bullen, Cassels Brock & Blackwell LLP counsel in international deals • Purpose and importance • Structuring and tax planning issues • Understanding client expectations and • Managing the Hart-Scott-Rodino Act reporting results pre-merger notifi cation and review process and • Planning and staffi ng other regulatory approvals • Co-ordinating with business and fi nancial diligence • Foreign investment review/national security • Spotting the “red fl ags” and identifying considerations – U.S. Foreign Investment and potential solutions National Security Act of 2007 • Potential losses and liabilities as a result of defi cient • Securities law issues – takeover bids, proxy due diligence rules and MJDS • Recent developments • Cross-border securities law issues – takeover bids, proxy rules and MJDS 12:00 Networking Luncheon • Recent Delaware case law developments relating to M&A and directors’ duties • Governing law and dispute resolution • Anti-bribery/corruption 5:30 Day One Adjourns Agenda

Day Two: Tuesday, April 18, 2013 10:45 Employment Law and Pensions and Benefi ts Issues 8:00 Continental Breakfast Karen Shaver, Norton Rose Canada LLP Darryl R. Hiscocks, McMillan LLP 8:30 Recap and Introduction from the • The impact of asset vs. share transactions on labour, Course Leader employment, pension and benefi ts issues David A. Seville, Torys LLP • Key issues in pensions and benefi ts due diligence 8:35 Overview of Acquisition Agreements and • Diff erent ways pensions and benefi ts are handled Negotiating the Fundamentals in acquisition transactions • Impact of collective agreements in S. Brian Levett, Norton Rose Canada LLP acquisition transactions Thomas A. McKee, Blake, Cassels & Graydon LLP • Termination and severance issues J. Alexander Moore, Davies Ward Phillips • Pay equity, workplace safety, and insurance & Vineberg LLP and other statutory obligations • Privacy issues This session will commence with an overview of how share and asset purchase agreements are structured, • Management incentive arrangements and then, using precedents, review key negotiated • Emerging issues and trends clauses and negotiation techniques. 12:00 Networking Luncheon Acquisition Agreements 1:00 Corporate Governance Matters and • Share Purchase Agreement overview Regulatory Update • Asset Purchase Agreement overview Kent E. Thomson, Davies Ward Phillips & Vineberg LLP Representations and Warranties Rima Ramchandani, Torys LLP • How representations and warranties are used to obtain information and allocate risk Jason Koskela, Senior Legal Counsel, M&A • What is reasonable to ask for and why/why not? Ontario Securities Commission • Due diligence to support representations • Corporate governance in M&A transactions and warranties • Defensive tactics • Survival • Lock-up agreements - eff ect of closing • Private placements - conventional periods • Empty voting Covenants and Conditions 2:00 What’s Market? Highlights from Recent • Implications of failure to perform Deals and Studies - covenants to be satisfi ed prior to/after closing Andre Perey, Blake, Cassels & Graydon LLP • Conditions of closing Guy Berman, Torys LLP - what is appropriate? • Sources of deal points information Indemnities • Trends • When is indemnifi cation appropriate? • Certainty of Closing - risk allocation where uncertainty exists • Remedies - damages for failure to perform - break fees • Limits - specifi c performance - deductibles, baskets and caps • Indemnifi cation • Procedures - survival periods - carriage of litigation - sandbagging • Enforceability issues - deductibles, baskets and caps - types of losses 10:30 Refreshment Break 3:00 Refreshment Break Agenda

3:15 Assessing IT and Intellectual Property Ownership Course Leader David A. Seville is a partner in the Toronto offi ce of Torys Richard F.D. Corley, Blake, Cassels & LLP. He practises a broad range of Graydon LLP corporate and securities law, with a • Key issues in IT and IP due diligence focus on public and private mergers • Establishing and implementing a due diligence plan and acquisitions and private equity. • Avoiding common IT/IP pitfalls He has represented clients such as • Assessing IP ownership and exposure Ontario Teachers’ Pension Plan Board, Birch Hill Equity Partners, • Open source and other software licences Platinum Equity Partners, Centre Partners, Manulife • Emerging issues and trends Financial, Scotiabank, The Woodbridge Company 4:00 Identifying and Mitigating Environmental Risks Limited, Thomson Reuters, CTVglobemedia and The Globe and Mail, on various acquisitions and Michael J. Fortier, Torys LLP divestitures. David received his LLB in 1996 from • Breadth of risk and scope of due diligence Dalhousie University and has practised at Torys LLP • Increasing importance of climate-related risk since his admission to the Ontario bar in 1998. • Using technical consultants eff ectively • Documenting the exercise 4:45 Closing and Post-Closing Logistics: Who Should Attend Best Practices Dolores Di Felice, Borden Ladner Gervais LLP Troy Ungerman, Norton Rose Canada LLP . Lawyers practising in • The dynamics and logistics of closing - M&A - anticipating issues and logjams - Corporate Finance - orchestrating the closing - Securities • Developing the closing agenda . Executives involved in M&A • Payments mechanics, electronic transfers and the negotiations Large Value Transfer System . In-house counsel • Escrow agreements and holdbacks . Government and regulatory • Reporting to the client representatives • Handling post-closing disputes 5:30 Course Concludes

"I attended this course a couple of years ago but thought I would attend again to ensure I was up-to-date on current practice and I wasn't disappointed" (2012)

"The program provided an intensive overview of a number of topical and current considerations for M&A transactions — provided a good coverage of the 'waterfront'" (2012)

"First rate program — a must for corporate lawyers involved in M&A practice" (2012)

"This course was practical and useful and I will recommend it to other lawyers at my ﬁ rm" (2012)

© Osgoode Professional Development, 2009 To register visit www.osgoodepd.ca, call 416.597.9724 or 1.888.923.3394, email [email protected] or fax 416.597.9736. Develop your knowledge of strategies, Please complete all Registration registrant information. rules and regulations needed to close today's M&A deals 6th Annual M&A Skills Boot Camp Registrant Information I will attend:  On site  Via webcast (single viewer) Unable to attend? The live webcast and/or program materials are available Name: within 5 business days following the program. Please contact us to order. Title: Fee Per Delegate Firm/Company: $1595 plus 13% HST for a total of $ 1802.35. Fees include attendance, program materials, continental breakfast, lunch and break refreshments. Group discounts are available for both on site and webcast Practice Area: participants. Visit www.osgoodepd.ca for details. Please inquire about ﬁ nancial assistance and CPD credits. Address:

City: Prov: Postal Code: LSUC (ON) CPD (experienced and new members): 16.0 CPD Hours (14.5 Substantive, 1.5 Professionalism); the Barreau du Québec, BC Telephone: Fax: CPD, Manitoba, Law Society of New Brunswick, Northwest Territories, Nunavut, PEI and Saskatchewan for 15.0 credit hours for CPD requirements; CPD Credits the NSBS CPD for 16.0 credit hours; the New York CLE Board (on-site Email: participants only) for 17.5 credit hours in the Area of Professional Practice Priority Service Code for transitional and non-transitional lawyers. Eligible for CLE/Insurance  Add me to your mailing list (from mailing label below) Premium Credits Program off ered by the Law Society of PEI and for Alberta  Delete me from your mailing list CPD credit with the Law Society of Alberta. Questions?  I do not wish to be contacted by e-mail 11 2 6 6 O L E-mail: [email protected] or refer to the program website. Payment Options  Cheque enclosed (payable to York University — HST# R119306736) Interested in Custom and In-house Programs?  Bill my credit card:  VISA  Mastercard Osgoode Professional Development also off ers many of its programs in-house and can customize some programs to your speciﬁ c needs. If you would like further Card# Expiry: information, please contact Heather Gore, Program & Business Development Lawyer, at 416.597.8847 or [email protected] or visit Signature: Payment amount: $ www.osgoodepd.ca.

Program Changes Cancellations and Substitutions Dates & Time Location We will make every eff ort to present Substitution of registrants is permitted April 17 - 18, 2013 Osgoode Professional Development the program as advertised, but it may at any time. If you are unable to ﬁ nd 8:30 a.m. - 5:30 p.m. Downtown Toronto Conference Centre be necessary to change the date, a substitute, a full refund (less $75 Please arrive a half hour early for sign-in 1 Dundas St. W., 26th Floor location, speakers or content with little administration fee) is available if a and material pick-up. Toronto, ON M5G 1Z3 or no notice. In the event of program cancellation request is received in cancellation, York University’s and writing 14 days prior to the program Dress is business casual. Osgoode Hall Law School’s liability is date. No other refund is available. limited to reimbursement of paid fees.

Public CLE Seminars Customized CLE Programs Skills Training & Certiﬁ cation ITAW Professional LLM

4 Convenient Ways to Register

1. MAIL your registration form to: 2. ONLINE at Osgoode Professional Development www.osgoodepd.ca Downtown Toronto Conference Centre 3. FAX your registration to 1 Dundas St. W., 26th Floor 416.597.9736 Toronto, ON M5G 1Z3 4. CALL US at 416.597.9724 or 1.888.923.3394