Actions and Detail Panel
2nd Business Law and Legal Issues Facing Finance Professionals Conference
Mon, 5 June 2017, 8:00 AM – 5:30 PM EDT
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 7 CPD hours, and 5 FPSC credits
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:
Limitation of Liability
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
Drag along/Tag along clauses
Right of First Refusal
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.
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
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.
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?
2:55 PM - 3:15 PM
3:15 PM - 4:10 PM
SESSION 6 - Data Security Agreements and End User License Agreements (EULA)
Cyber risk and related management obligations have increased rapidly in Canadian business. This session will cover:
data breach risks and related obligations faced by Canadian companies under developing regulations and case law
How agreements can address data security and cyber breach response issues, particularly in the context of software agreements.
What considerations must be made when crafting a EULA
When a EULA is necessary and what your obligations are when you present an agreement
How you ensure adequate permissions are solicited and received and what is the Limitation of Liability
EULA and data privacy and ownership - can you get permissions to collect data via a EULA
Peter Murphy, Partner, Shibley Righton LLP
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