This is the Edmonton registration page for our in-person session of this program. If you would like to purchase an online ticket for this program, please navigate to the livestream registration page.
Private mergers and acquisitions present unique challenges and opportunities for clients and their legal counsel. Building on an already-established understanding of fundamental principles, this program explores the more complex aspects of M&As. Learn how tactical strategies can be deployed during the course of a transaction to integrate more complex concepts and tools into your practice.
Topics include:
- Term Sheets, Letters of Intent, and Other Pre-Acquisition Agreements
- The Duty of Good Faith in Private M&A
- Vendor Protection Measures in Acquisition Agreements
- Advanced Tax Issues in Private M&A
- Trends in Rep and Warranty Insurance
- Waivers of Fiduciary Duties and Corporate Opportunities in Private Equity Transactions
This program is not a primer in M&A transactions and is intended for lawyers with some corporate/commercial experience.
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*Please Note: Program formats and dates are subject to change. Prices are subject to GST. Early bird pricing ends on April 8, 2025. This program is being recorded and will be available as an on-demand program subject to any issues with the recording.
If multiple people from your firm/organization would like to attend this program, please contact info@lesa.org for pricing. To receive discounted group pricing, you must contact us prior to the first registration from your firm.
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Registration is open until 4pm one business day prior to the date of the program. LESA typically sends e-materials three business days in advance of the program date (where applicable). Registrations received within three business days of the date of the program may result in us not sending e-materials access credentials until the program date.
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Topics
Term Sheets, Letters of Intent, and other Pre-Acquisition Agreements | James P. O’Sullivan
Little time is spent on pre-acquisition agreements; however, they are powerful tools for framing transactions and protecting your clients’ rights. Learn how to strategically draft, review and deploy letters of intent, term sheets and other pre-acquisition agreements for maximum impact.
The Duty of Good Faith in Private M&A | William Van Horne
The duty of good faith is a fundamental principle in Canadian contract law, requiring parties to perform their contractual obligations honestly and reasonably, not only in fulfilling the explicit terms of the contract but also in the manner of its execution. This principle has been increasingly recognized and enforced by Canadian courts, particularly in the context of private M&A, where the stakes are high and the relationships between parties can significantly impact the outcome of the transaction. This session will explore the duty of good faith in private M&A transactions.
Vendor Protection Measures in Acquisition Agreements | Rick W. Ewasiuk KC
This presentation will discuss an eclectic array of, sometimes novel, clauses and issues to consider when acting for a vendor of a closely held corporation.
Advanced Tax Issues in Private M&A | Ryan M.P. Shewchuk
Tax can be a complex and specialized area of M&As. This presentation will provide attendees with a greater understanding of the “why” behind various approaches to tax to demystify the process using two different case studies for a tax planned structure and an unplanned structure.
Topics will include:
- How the lifetime capital gains exemption is relevant in structuring the sale of owner-manager businesses.
- Common pre-closing transactions to benefit the vendor
- Issues around year-ends and post-close structuring
- Structuring considerations for purchasers for the repayment of acquisition debt
Trends in Rep and Warranty Insurance | Mauryah N.A. McLaughlin
This presentation will provide a high-level overview of representation and warranty insurance in M&A transactions, the pros and cons of the product, the process for underwriting the deal, and recent trends in the Canadian insurance market.
Waivers of Fiduciary Duties and Corporate Opportunities in Private Equity Transactions | James P. O’Sullivan
Private equity investors have sophisticated counsel whose knowledge and experience can put your clients on the back foot. In this session you will learn about cutting edge strategies used by private equity to maintain control over corporate investee companies and protect their nominee directors.
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