Course Leader June 11 & 12, 2012, Two-Day Event! David Buchannan, Miller Thomson LLP Latest Developments & Strategies for Successfully Negotiating and Structuring International Transactions Robert Ellis, Celestica

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Dale Hill, Negotiating & Gowling Lafl eur 5 Henderson LLP

Mark Katz, Drafting International Davies Ward Phillips & Vine- berg LLP

Jonathan Levin, Business Agreements Martin- eau DuMoulin LLP Enter foreign markets with confi dence

John A. Terry, Torys LLP

APPLICABLE TOWARD CPD REQUIREMENT

Julie Colden, Workshop Included: Drafting International Contracts and Osler, Hoskin & Harcourt LLP Agreements: Key Principles and Common Clauses participating organizations David M. Shaw, Bank of Nova Scotia Fogler, Rubinoff LLP Blake, Cassels Blake, Cassels & Graydon LLP Gowling Lafl eur Henderson LLP & Graydon LLP Cassels Brock LLP Miller Thomson LLP Celestica Osler, Hoskin & Harcourt LLP Davies Ward Phillips & Vineberg LLP LLP Colleen Spring Fasken Martineau DuMoulin LLP Torys LLP Zimmerman, Fogler, Rubinoff LLP who should attend Corporate Counsel, Lawyers in Private Practice, International Tax Executives, International Finance Executives, International Business Consultants A. Keith Tuomi, Bank of Nova Scotia course highlights • Examine the fi nancial and fi scal law governing fi nancial transactions that cross national borders Michael D. Amm, • Explore recent new statutes related to international trade that have Torys LLP added a new complexity to international business transactions • Examine the differences between the competition law framework in Canada, the U.S. and the EU • Examine the risks associated with international business transactions Michael Burkett, • Develop strategies for resolving disputes Stikeman Elliott • Examine the key elements and clauses in various types of international business agreements LLP

“Learned a lot from case “Course raised some “Very good course with studies.” important issues with great examples, presenters as well as: - Michel Dorion, respect to international really know their stuff.” contracting & offered some Jonathan In-House Counsel Fleisher, (Senior Legal Advisor) great nuggets.” Cassels Brock Fonds Solidarite FTQ LLP FACULTY COURSE LEADER

DAVID BUCHANNAN JONATHAN LEVIN JONATHAN FLEISHER David Buchanan is a partner in the Busi- Jonathan A. Levin, Partner, practises business Jonathan Fleisher is a partner in the Financial ness Law Group of Miller Thomson LLP in law with Fasken Martineau DuMoulin. He Services & Business Law Groups at Cassels Toronto and Co-Chair of the firm’s Interna- was named by the National Post & Lexpert® Brock LLP. tional Business Transactions Group. as one of Canada’s 30 leading dealmakers. He is ranked by Lexpert® as a leading practitio- MICHAEL BURKETT ner in the areas of M&A, Corporate Finance & Michael Burkett is a partner at Stikeman CO-LECTURERS Securities, Corporate Commercial Law. Elliott LLP, practising corporate and com- mercial law. ROBERT ELLIS JOHN A. TERRY Robert Ellis is VP and Assistant General John Terry is a Partner with Torys LLP. His COLLEEN SPRING ZIMMERMAN Counsel for Celestica. His practice includes civil litigation practice focuses on business, Colleen Spring Zimmerman is a lawyer and a the drafting and negotiation of complex international trade and public law. partner of Fogler, Rubinoff LLP. agreements in Asia, Europe and the Ameri- cas. JULIE COLDEN A. KEITH TUOMI Julie Colden is a Partner with Osler, Hoskin & A. Keith Tuomi is Senior Legal Counsel, DALE HILL Harcourt LLP. International at The Bank of Nova Scotia. Dale Hill is a partner in Gowlings’ Ottawa He engages in a wide variety of international office and is the national leader of the DAVID M. SHAW corporate/commercial legal work. Gowlings Transfer Pricing and Competent David Shaw is a Partner in the Business and IT Authority team. Groups with Blakes LLP. MICHAEL D. AMM Michael Amm is a member of Torys’ M&A MARK KATZ and Mining and Metals practice groups. He is Mark Katz is a partner in the Toronto office involved in Torys’ work with Chinese clients. of Davies Ward Phillips & Vineberg LLP.

COURSE PROGRAM

NEGOTIATING AND STRUCTURING INTERNATIONAL KEY LEGAL ISSUES TO CONSIDER IN INTERNATIONAL ACQUISITIONS AGREEMENTS: IMPACT OF TREATIES AND CONVENTIONS ON BUSINESS AGREEMENTS International acquisition deals can take on a variety of formats, each presenting unique challenges and considerations. This presenta- Evolving international statutes and a host of international agreements tion will explore the substantive issues faced and best strategies for have added a new level of complexity to international business transac- negotiating and structuring international deals. tions. This session will examine the evolving framework of international trade treaties, conventions, model laws and business standards · Most recent financial and legal developments in international M&A · Negotiating and structuring international M&A transactions · International law considerations and the choice · Innovative acquisition structures being used in of governing law of the contract international transactions · Trade sanctions, embargoes and export controls · Strategic and legal considerations in choosing · GATT, WTO and NAFTA and their relevance to an acquisition structure commercial transactions · Trends in negotiating and structuring acquisitions · Import quotas, tariff surcharges and other forms of import controls · Investment protection agreements (FIPAs) and their relevance · Dealing with conflicts in law: multi-jurisdictional legal issues

SUPPLEMENTARY COURSE MATERIAL

Federated Press is now providing delegates with access to an innovative new database containing at least 25 interactive multimedia presentations by leading ex- perts and approximately 20 hours of lectures on the topics covered by this course, including all slides and speakers’ papers. See the list of presentations on page 4.

Delegates will also receive a trial subscription to the Legal Channel, a much broader resource representing hundreds of hours of interactive multimedia lectures on leading edge Legal topics as delivered at our many recent Legal conferences and courses.

- This program can be applied towards 9 of the 12 hours of annual Continuing Professional Development (CPD) required by the Law Society of Upper Canada. Please note that these CPD hours are not accredited for the New Member Requirement. - For Alberta lawyers, consider including this course as a CPD learning activity in your mandatory annual Continuing Professional Development Plan as required by the Law Society of Alberta. - Attendance at this course can be reported as 10 hours of Continuing Professional Development (CPD) to the Law Society of B.C. - The Barreau du Québec automatically accredits training activities held outside the Province of Quebec and accredited by another Law Society which has adopted MCLE for its members. COURSE PROGRAM

MANAGING RISK IN INTERNATIONAL BUSINESS TAX CONSIDERATIONS WHEN STRUCTURING TRANSACTIONS: CROSS BORDER DUE DILIGENCE INTERNATIONAL AGREEMENTS

A well managed due diligence process is necessary to mitigate the This session will examine tax issues to take into account when negoti- additional risks associated with international business transactions. ating, drafting and structuring international deals. This session will examine the risks inherent in international business negotiations. · Tax risks involved in negotiating international agreements · Tax planning practices for minimizing Canadian · Conducting transnational due diligence and foreign income taxes · Contractual liability in foreign countries · Choosing tax effective structures for international deals · Insurance provisions · Transfer pricing considerations · Identifying potential high risk issues DRAFTING INTERNATIONAL OUTSOURCING AGREEMENTS PRE-CONTRACT ISSUES This session will look at the key considerations that should go into Getting a contractual relationship off on the right foot means ef- drafting and negotiating international outsourcing agreements. fectively taking care of all pre-contractual issues. This session will examine key pre-contract issue in international agreements · Structuring international outsourcing agreements · Protecting security and confidentiality in the agreement · Pre-contractual liability: civil and common law · Identifying the risks of global outsourcing with emerging countries · Drafting term sheets/letters of intent · Ensuring legal compliance · Choice of law considerations · Best practices for drafting non-binding documents INTERNATIONAL FINANCING TRANSACTIONS

NEGOTIATING INTERNATIONAL JOINT VENTURES This session examines negotiating and drafting term sheets, commit- AND STRATEGIC ALLIANCES AGREEMENTS ment letters, loan agreements and other financing agreements on an international level.

This presentation will provide an overview of the complex business · The latest trends in finance structures in international transactions and legal considerations associated with drafting and negotiating · Types of security: cash, shares, real estate, credit insurance international joint venture agreements. · Techniques of financing · Local funding requirements · Best practices in drafting joint venture agreements · Special legal/regulatory issues in transnational agreements · Division of the profits and losses: tax considerations DRAFTING INTERNATIONAL AGENCY · Key clauses for international joint venture agreements AND DISTRIBUTION AGREEMENTS

This session will examine how the drafting & negotiating of international COMPETITION LAW AND ANTITRUST ISSUES IN agency and distribution agreements differ from domestic ones. INTERNATIONAL BUSINESS TRANSACTIONS · The decision to use agents vs. distributors Assessing competition law risk across borders is a necessary · Key clauses component of entering into international business agreements. This · Negotiating IP protection session highlights an examination of the differences between the · Termination and exit provisions competition law framework in Canada, the U.S. and the EU. NEGOTIATING CROSS-BORDER IP TRANSACTIONS · The heightened regulatory environment in: Canada, U.S., EU · Substantive antitrust review of transactions · Drafting agreements in compliance with This presentation will examine the unique legal and business consid- international competition law erations of negotiating & drafting international IP licensing agreements · Impact of competition law considerations on negotiating the deal and implementing international enforcement programs. · Guarding against exposure to remedial trade actions · Drafting international technology licensing agreements · Special issues for cross-border technology transfers DISPUTE RESOLUTION FOR INTERNATIONAL · Differences in the IP laws between Canada and the US TRANSACTIONS: INTERNATIONAL · The impact of international treaties on IP transactions COMMERCIAL ARBITRATION

This session explores the prominent issues faced in resolving a WORKSHOP transnational dispute in international contracts and will provide prac- tical strategies for avoiding and winning international disputes. DRAFTING INTERNATIONAL CONTRACTS AND AGREEMENTS: KEY PRINCIPLES AND COMMON CLAUSES · Resolving international business disputes through arbitration · Drafting dispute resolution clauses This interactive workshop will deal with the practical negotiating and · Deciding between international commercial drafting techniques necessary to successfully convert an international arbitration vs. litigation in courts transaction into a bulletproof written agreement. · Choice of arbitration models and key arbitration institutions · Canadian jurisprudence in the area of international · Key principles and common clauses in international contracts commercial arbitration · Skills for successful international negotiations · International negotiating strategies, tactics and countermeasures · Drafting effective boilerplate clauses · Understanding cultural impact on international negotiations MULTIMEDIA

Your registration includes an interactive multimedia database comprising the following presentations from recent Federated Press courses and conferences. They are presented in their entirety with complete audio or video and accompanying slides. You may also purchase the multimedia proceedings of the course which will be available on CD-ROM 60 days after the course.

Negotiating International Joint Venture Managing Risk in International Deciding on the Choice of Law & Venue & Strategic Alliance Agreements Business Transactions Thomas G. Heintzman O.C., Q.C., Mark A. Trachuk, Scott D. Bates, McCarthy Tetrault LLP Osler Hoskin & Harcourt LLP Royal Group Technologies Limited Practical Drafting Techniques for Dispute Resolutions for International Conversations: Legal and Contracts and Agreements International Transactions Institutional Aspects of International Trade C. Ian Kyer, Jamal Hejazi, Lawrence L. Herman, Fasken Martineau DuMoulin LLP Gowlings LLP Cassels Brock & Blackwell LLP Practical Negotiating Techniques for Competition Law & Antitrust Issues in Customs and Trade Remedy Impact Contracts and Agreements International Business Transactions on Commercial Transactions C. Ian Kyer, Eric Dufour, Darrel H. Pearson, Fasken Martineau DuMoulin LLP Borden Ladner Gervais LLP Gottlieb and Pearson International and Cross-Border Agreements Global Purchasing: How to Drive Indirect Impact of Treaties and Conventions on Clark L.E. Harrop, Tax Costs Out of your Supply Chain Business Agreements: Avoiding Pitfalls Tim Hortons Inc. Bob Sacco, awrence L. Herman, Deloitte & Touche LLP Cassels Brock & Blackwell LLP Strategic Planning in the Early Stages of International Arbitration Surviving the Translation: Culture and Portus: A Case Study in Innovative John A.M. Judge, Linguistic Considerations in Negotiating Cross-Border Litigation Approaches Stikeman Elliott LLP International Business Agreements James H. Grout, Patricia Wagers, ThorntonGroutFinnigan LLP Choosing your Tribunal: International Canada Post Corporation - LGL Affairs Arbitration and Choice of Law Issues Important Drafting Considerations for J. Brian Casey, Tax Considerations in Structuring International Arbitration Agreements Baker & McKenzie LLP International Agreements Barry Leon, Mark Brender, Perley-Robertson, Hill & McDougall LLP Best Practices for Saving Time and Cutting Osler Hoskin & Harcourt LLP Costs in International Arbitration Competition Law and Investment Canada Act Claude R. Thomson, Resolving Transnational Disputes: International Issues in International Business Transactions Claude Thomson Chartered Arbitrator Arbitration and Arbitration Agreements Richard Elliott, Davies Ward Phillips & Vineberg LLP; John R. Laskin, Torys LLP; Paul Crampton, Osler Hoskin & Harcourt LLP Avoiding Corruption And Bribery During William G. Horton, Blake Cassels & Graydon LLP International Business Transactions Canadian Legal Framework for Riyaz Dattu, Osler, Hoskin & Harcourt LLP; Non Income Tax Transfer Pricing Issues International Arbitration Christa C. Wessel, Gowling Lafleur Henderson LLP in International Business Transactions Markus Koehnen, Dalton J. Albrecht, McMillan Binch Mendelsohn LLP International Licensing & Technology Transfers Miller Thomson LLP Gordon J. Zimmerman, Borden Ladner Gervais LLP

Registration: To reserve your place, call Federated Press toll-free at 1-800-363-0722. Cancellation: Please note that non-attendance at the course does not entitle the registrant to a In Toronto, call (416) 665-6868 or fax to (416) 665-7733. Then mail your payment along with the refund. In the event that a registrant becomes unable to attend following the deadline for cancel- registration form. Places are limited. Your reservation will be confirmed before the course. lation, 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 Location: Novotel Toronto Centre Hotel, 45 The Esplanade, Toronto, ON, M5E 1W2 speakers. A full refund of the attendance fee will be provided upon cancellation in writing re- Conditions: Registration covers attendance for one person, the supplementary course ma- ceived prior to May 29, 2012. No refunds will be issued after this date. terial as described in this document, lunch on both days, morning coffee on both days and refreshments during all breaks. The proceedings of the course will be captured on audio or Discounts: Federated Press has special team discounts. Groups of 3 or more from the same video. Multimedia proceedings with all slides and handouts can be purchased separately on a organization receive 15%. For larger groups please call. CD-ROM which will also include the course material. Payment must be received prior to June 4, 2012 Time: This course is a two-day event. Registration begins at 8:00 a.m. The morning sessions start promptly at 9:00. The second day ends at 4:00 p.m. Phone: 1-800-363-0722 Toronto: (416) 665-6868 Fax: (416) 665-7733 TO REGISTER FOR NEGOTIATING & DRAFTING INTERNATIONAL BUSINESS AGREEMENTS REGISTRATION COSTS

Name NUMBER OF PARTICIPANTS: Title Department COURSE: $1975 Approving Manager Name COURSE + PROCEEDINGS CD-ROM: Approving Manager Title $1975 + $175 = $ 2150

Organization PROCEEDINGS CD-ROM: $599

Address NOTE: Please add 13% HST to all prices.

City Province Postal Code Proceedings CD-ROM will be available 60 days after the course takes place Telephone Fax e-mail

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