Legal Strategies in Private Mergers and Acquisitions 2015

Course Date: May 29, 2015

Total: 5h 21min
Welcome and Introduction
William J. McFetridge — Bull, Housser & Tupper LLP, Vancouver
Identifying Your Buyer and What They Want
  • who are the different types of buyers?
  • what is the difference between a PE fund, a family office, a pension fund, and a strategic buyer?
  • do different types of buyers look for different things?
  • what kind of sale process identifies the best buyer?
Shawn Lewis — Vice President & General Counsel, Stern Partners Inc., Vancouver
W. Hugh Notman — Managing Director, CCC Investment Banking, Vancouver
Daniel E. Steiner — Bull, Housser & Tupper LLP, Vancouver
Strategies to Protect Deal Value
  • managing representations and warranties to minimize liability exposure
  • structuring and negotiating indemnity provisions to limit post-closing claims
  • drafting earn-outs to optimize outcomes
  • dealing with complex multi-seller situations
Al Hudec — Farris, Vaughan, Wills & Murphy LLP, Vancouver
Teresa Tomchak — Farris, Vaughan, Wills & Murphy LLP, Vancouver
Networking Break

Tax Strategies for the Vendor
  • planning for future sale at time of acquisition
  • section 85.1 share-for-share exchanges
  • dealing with existing stock option arrangements
  • $800,000 lifetime capital gains deduction, capital gains reserve, hybrid sales, and use of earn-outs
  • safe income stripping versus realizing capital gain
  • dealing with corporate tax pools prior to closing
  • issues for non-resident vendors and non-resident purchasers
Laird Branham, CA — Director, Branham & Company Chartered Accountants Ltd., Vancouver
Donald W. Smetheram — Smetheram & Company Law Corporation, Vancouver
Lunch (on your own)
Pre-Transaction Documents: Confidentiality Agreements and Letters of Intent
  • key terms and negotiation issues
  • issues for portfolio investors
  • exclusivity
  • restrictions on hiring employees and solicitation of customers and suppliers
  • length of term
  • binding and non-binding provisions
Mitchell H. Gropper, QC — Farris, Vaughan, Wills & Murphy LLP, Vancouver
Networking Break
Purchase and Sale of Businesses and/or Business Assets—Labour and Employment Issues
  • applicable legal principles from seminal cases through to the most recent developments
  • policy reasons underlying those decisions, where the law is, and where it will go
  • practical tips and best practices
Nicole Marie Byres, QC — Miller Thomson LLP, Vancouver
Martin Sheard — TevlinGleadle Employment Law Strategies, Vancouver
The People Side of the Deal: How to Manage the People and Processes in a Sale Transaction
  • engaging as counsel in the three phases of the selling process
  • project management without a project leader
  • strategies for facilitating and navigating the key relationships in a deal (seller, buyer, other side counsel, M&A advisor, tax advisors, due diligence team, lender and counsel, third party approvals, and more)
  • aligning differing philosophies and practices on the team
Peter Mogan — Mogan Daniels Slager LLP, Vancouver

Closing Questions & Comments
William J. McFetridge — Bull, Housser & Tupper LLP, Vancouver