$560

2nd Business Law and Legal Issues Facing Finance Professionals Conference

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KPMG LLP, Bay Adelaide Centre

333 Bay Street

Suite 4600

Toronto, Ontario M5H 2R2

Canada

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Good Agreements Prevent Disagreements

The Business Law and Legal Issues conference series has been created to provide small company CFOs and finance professionals a primer on common legal issues they will deal with in the course of their business. Our panel of speakers of legal professionals from Canada's top law firms and recognized experts from KPMG will help attendees understand legal agreements, freeing up their time to focus on the strategic issues facing their corporation.

This year's conference, “Good Agreements Prevent Disagreements”, will discuss some of the more common business agreements. The goal is to provide attendees with an understanding of clauses customarily included in standard agreements, to help attendees assist their counsel in drafting business agreements which reflect the business purpose and cover the eventualities, and to limit the liability that may face the business during the execution of the agreement.


This conference qualifies for CPD hours.

Agenda

8:00 AM
CONTINENTAL BREAKFAST

8:30 AM
INTRODUCTORY SPEAKER - Canadian Economic Outlook: Energy Sector Improving Though Trade Protectionism a Downside Risk

Paul Ferley, Assistant Chief Economist, Royal Bank of Canada

9:00 AM - 9:55 AM
SESSION 1 - Standard Clauses in Agreements – Best Practices

This session will discuss some of the standard clauses in agreements, as well as the best practices in crafting clauses that will achieve your objectives such as arriving at a suitable jurisdiction and the consequences of the agreement being governed by the laws of a different jurisdiction. Some examples of the standard clauses to be discussed:

  • Severability

  • Termination

  • Assignment

  • Jurisdiction

  • Limitation of Liability

  • Confidentiality

  • Amendments

Speakers:
Aubrey Laskey, Partner, Gowling WLG
Rajah Lehal, Founder and CEO at Clausehound Inc.

10:00 AM - 10:55 AM
SESSION 2 - Crafting Shareholder Agreements

A good shareholder agreement will ensure that all shareholders understand their rights, obligations, and what their roles are in the operation and potential sale of the company. Some of the issues to be discussed:

  • Key Clauses to be included in every Shareholder agreement

  • Voting rights

  • Drag along/Tag along clauses

  • Anti Dilution

  • Non competition

  • Transfer/Sale/Assignment

  • Right of First Refusal

Speakers:
Stephen D. Kertzman
, Director of Valuations & Litigation Support, BDO Canada LLP

Jonathon Baker
, Law Studio Professional Corporation

Viona Duncan
, Partner, Gowling WLG

11:00 AM - 11:55 PM
SESSION 3 - Employment Agreements

This session will describe employment agreements from both sides. As an executive, what should you consider including in your agreement? Examples may include termination provisions and change of control provisions. From a company perspective, inclusion and form of confidentiality, non-compete and other provisions, as well as enforceability will be discussed.

Speakers:
Andrew Bratt, Partner, Labour & Employment, Fasken Martineau Dumoulin LLP
Alix Herber, Partner, Labour & Employment, Fasken Martineau Dumoulin LLP
Inna Koldorf, Employment & Labour Lawyer, Koldorf Stamm LLP

12:00 PM - 1:00 PM
LUNCH

1:00 PM - 1:55 PM
SESSION 4 - Joint Venture or Partnership Agreements

This session will discuss alternative structures to accomplish objectives, when to enter into a JV, how to structure JVs and Partnership Agreements, contractor/sub-contractor arrangements, obligations of both parties, limitation of liability including protecting existing IP, and how to deal with IP created in the JV.

Speakers:
Marvin J. Huberman, Barrister, Mediator, Chartered Arbitrator, Certified Specialist in Civil Litigation
Rajah Lehal, Founder and CEO at Clausehound Inc.
Robert Saunders, Partner, Fogler, Rubinoff LLP

2:00 PM - 2:55 PM
SESSION 5 - Cloud Contracts and Service Level Agreements (SLA)

What does five nines mean and what availability are your systems capable of providing? What sort of response times can you promise your customer and how do you limit your liability if you have a failure or outage? How do you provide and keep your promises to your customers by ensuring that your SLA does not overpromise?

Speakers:
John Beardwood, Partner, Fasken Martineau Dumoulin LLP
Arun Krishnamurti, Associate, Fasken Martineau Dumoulin LLP

2:55 PM - 3:15 PM
BREAK

3:15 PM - 4:10 PM
SESSION 6 - End User License Agreements (EULA)

EULAs are becoming increasingly important in today’s world where data is gathered and used by software. This session will discuss considerations in crafting a EULA. When is a EULA necessary and what are your obligations when you present an agreement? How do you ensure adequate permissions are solicited and received and what is the Limitation of Liability?

Speakers:
Peter Murphy, Partner, Shibley Righton

4:15 PM - 5:10 PM
SESSION 7 - Structuring LOI's and Definitive Agreements in the Sale of a Business

This session will discuss items related to Letters of Intent and Definitive Purchase Agreements, including:

  • LOIs - binding and non binding agreements

  • Moving to a binding agreement

  • Common clauses in definitive agreements

  • Structuring the definitive agreement to minimize tax

Speakers:
Rory Cattanach, Partner, Wildeboer Dellelce LLP
Samantha Chapman, Associate, Morrison, Brown, Sosnovitch
Greg McNab, Partner, Baker & McKenzie LLP

5:30 PM
NETWORKING RECEPTION

Presented in partnership with:KPMG Enterprise

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KPMG LLP, Bay Adelaide Centre

333 Bay Street

Suite 4600

Toronto, Ontario M5H 2R2

Canada

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