Welcome and Introduction

Jason K.S. Bullen, Cassels Brock & Blackwell LLP

Why Perform Due Diligence?

Jason K.S. Bullen, Cassels Brock & Blackwell LLP

• What are the objectives of due diligence?
  
• Losses and liabilities as a result of deficient due diligence
  
• Getting started: how to perform due diligence
  
• The due diligence request list
  
• Recent developments in due diligence
  
• Leveraging your due diligence findings into the negotiations, transaction documents and disclosure schedules

Effective Minute Book Review

Susan Marsh, Cassels Brock & Blackwell LLP

You will examine standard minute book documents with common errors highlighted and corrected. Topics include:

• A properly-kept minute book and which discrepancies can create problems for your clients
  
• Suggestions to help you rectify minute book deficiencies
  
• Best practices in drafting resolutions and other minute book documents

Ordering and Reviewing Searches

Stanley W.L. Freedman, Heenan Blaikie LLP

You will be given checklists of searches that should be ordered generally, as well as for specific types of transactions. You will also analyze sample search results and discuss:

• Effectively interpreting and analyzing search results
  
• The limits of the search process and how to address them
  
• How to qualify opinions in light of search results

Contract Due Diligence

Gary R. Shiff, Blake, Cassels & Graydon LLP

You will closely examine examples of problematic contract clauses and you will learn:

• How to identify the risks associated with problem clauses
  
• The importance of advising clients of the business risks identified
  
• The issues relating to specific types of agreements
  
• Qualifications required in Legal Opinions

The Analysis of Financial Statements

Amir Fathollahzadeh, CA, MBA, Shimmerman Penn LLP
Gesta A. Abols, Goodmans LLP

You’ll be taken through a set of financial statements with a view to identifying risk factors associated with the sale or acquisition of a business. Topics include:

• Interpreting and effectively analyzing financial statements
  
• Addressing identified risks with clients
  
• Understanding the relationship between financial statements and pricing of a transaction

Debt Financing Agreements

Karen R. Rosen, Fogler, Rubinoff LLP

You will discuss a due diligence review of debt financing agreements, focusing on:

• The most important clauses in security documentation
  
• Debt financing risks identified from due diligence processes and how to deal with them
  
• Discharge and assignment of security arrangements

Intellectual Property Due Diligence

Isis E. Caulder, Bereskin & Parr

You will review a fact situation, conduct an IP due diligence investigation and identify key issues, including:

• Registered IP rights (e.g. patents, trademarks, industrial designs, copyright) and unregistered rights (e.g. trademarks, copyright, trade secrets)
• The “six essential steps” of IP due diligence
  
• Identifying and cataloguing IP assets
  
• Determining who owns what
  
• IP asset valuation
  
• “Right to use” investigations
  
• International aspects of IP due diligence

Environmental Due Diligence

Vivienne M. Ball, Willms & Shier Environmental Lawyers LLP

You will review statutory and technical environmental issues arising in asset or share transactions, with a view to evaluating the potential impact on the deal and minimizing risk to the client. Topics include:

• Asset vs. share transactions: environmental factors
  
• Allocating risk between vendor and purchaser
  
• Ontario’s Brownfi elds legislation: serious limitations on statutory protection for your client
• Environmental consultants’ reports: vital scope and reliance issues
  
• Exposure of directors, officers and others in charge, management or control of regulatory clean-up orders

Jason K.S. Bullen, Cassels Brock & Blackwell LLP
Susan Marsh, Cassels Brock & Blackwell LLP
Gary R. Shiff, Blake, Cassels & Graydon LLP

Take what you’ve learned in the course and apply it to a fact scenario prepared by the workshop leaders, designed to highlight both common and unappreciated risks. Using the scenario and precedents, you’ll learn:

• How to run an effective and efficient due diligence process:
  assess the transaction, select your team, set timelines and
  allocate responsibilities
  
• How to utilize your due diligence findings to help your client as you negotiate the transaction documents
  
• Ways to modify the due diligence request list for different types of transactions
  
• How to conduct a comprehensive minute book review
  
• To draft by-laws, resolutions and other minute book documents and rectify deficiencies
  
• To complete a detailed contract review by using sample provisions from various documents (e.g. leases, service contracts, supply contracts)

Enhance your learning by rolling up your sleeves and solving real life problems in an interactive setting. Register now as workshop spaces are strictly limited.