Mar 142017
 

Transactions Sessions

We couldn’t be more excited for the 50th Annual Refresher: Practice Excellence, so we got the inside scoop on our Transactions sessions from Sessional Chair, Leanne C. Krawchuk.

Leanne is a partner at Denton’s Canada in Edmonton and focuses on commercial transactions dealing largely with mergers and acquisitions. Recognized by Best Lawyers as one of Canada’s leading lawyers in the areas of Construction Law (2014–2017), Corporate and Commercial Litigation (2013–2017), Mergers and Acquisitions Law (2013–2017), Mining Law (2015-2017), and Securities Law (2014-2017), Leanne has made a strong impact on Alberta’s legal community.

In a recent interview, Leanne told us why she is excited to be a part of this year’s conference. Here’s what she had to say.

Over the last number of years, I have been a speaker at various LESA events, and I thought it would be really interesting to develop the content for the Transactional breakout sessions. I am a passionate corporate lawyer, and I really wanted to take a look at these sessions from a practitioner’s perspective. I think we’ve got a fantastic group of speakers, and I’m really excited to be introducing them.”

Learn more about each of the Transactions Sessions.

  • Risky Business: A Look at the Allocation of Risk in Commercial Transactions | Carolyn A. Wright
  • Reviewing and Negotiating Non-Disclosure Agreements – Tips and Traps | Matt Anderson
  • Implications and Applications of the Supreme Court of Canada’s New Principle of Good Faith and Duty of Honesty in Contractual Performance | Leanne C. Krawchuk & Prof. Shannon O’Byrne
  • Purchase Price Adjustments in Share and Asset Transactions | William K. Jenkins

Happy reading!


Risky Business: A Look at the Allocation of Risk in Commercial Transactions | Carolyn A. Wright

About the Presenter

We’re very excited to have Carolyn speaking. Carolyn is a partner at Burnet, Duckworth & Palmer (BDP) LLP, and her practice focuses on energy and commercial transactions as well as aboriginal law. She is also the Co-Leader of BDP’s Energy Business Unit, and that really dials into dealing with commercial agreements, corporate reorganizations, joint ventures and business combinations, as well as larger energy project development. Carolyn has also served in volunteer positions for the Calgary Bar Association and is currently the chair of Canadian Bar Association’s (Alberta Branch) Natural Resources section. Carolyn brings a deep understanding of the Calgary market of energy and commercial transactions and is going to be an excellent and engaging speaker.”

About the Session

Carolyn will be looking at how parties – whether they are vendors, purchasers, or counterparties – allocate risk in documents. She will be looking at contract drafting specifically, such as holdback provisions, escrow arrangements, security for payment or performance of obligations, and she is also going to be focusing on caps on liability, baskets for indemnity provisions, as well as providing her thoughts on other provisions and agreements that relate to risk.”

Session Takeaways

Attendees will be able to take away drafting techniques and will gain a better understanding of drafting commercial agreements when they go back to their office. Carolyn will also be discussing recent studies from the American Bar Association that give a very good overview of Canadian and American deals.”

Additional Session Information

This session is running Sunday, May 7, 2017. If you wish to attend this session, please note in the comments section upon registration checkout.


Reviewing and Negotiating Non-Disclosure Agreements – Tips and Traps | Matt Anderson

About the Presenter

Matt Anderson is an associate in Duncan Craig LLP’s Business Solutions Group, joining their team in September of 2015. His practice focuses on Mergers and Acquisitions, Corporate Finance, Corporate Reorganizations, and Regulatory Compliance. Matt was called to the Ontario bar in 2010 and the New York bar the same year. He was called to the Alberta bar in December 2015.

About the Session

We were looking at negotiations in the context of an M&A transaction, including some of the key agreements that practitioners should be cognizant of. One of the documents we thought we should pay particular attention to was in relation to non-disclosure agreements. Non-disclosure agreements are often the first document that is negotiated between parties. We want to remind practitioners that they need to be careful of using a standard form for every transaction. They need to focus on the kind of information that is being disclosed, the appropriate kinds of exceptions to disclosures, and (in the context of a transaction when a purchaser might be a competitor) having a heightened sense of confidentiality when it relates to the competitor buying your business.”

Session Takeaways

We want to ensure attendees understand that people view confidentiality agreements as important documents to negotiate. Attendees will also receive precedent language for their non-disclosure agreements to take back with them to the office.”

Additional Session Information

This session is running Sunday, May 7, 2017. If you wish to attend this session, please note in the comments section upon registration checkout.


Implications and Applications of the Supreme Court of Canada’s New Principle of Good Faith and Duty of Honesty in Contractual Performance | Leanne C. Krawchuk & Prof. Shannon O’Byrne

About the Presenters

“We are really excited to have a professor of law from the University of Alberta speaking at this session. She truly is a leader in terms of publishing and delivering papers in the areas of disclosure duties, good faith in contractual performance, and also economic justice. Professor O’Byrne was cited by the Supreme Court of Canada in its decision in Bhasin v Hrynew, 2014 SCC 71. In terms of her background, Professor O’Byrne currently teaches courses on contracts, corporate law, and remedies, and she also has won the best paper award from the Canadian Academy of Legal Studies and Business twice. She has won the Law Society of Alberta’s distinguished service award for Excellence in Legal Scholarship and has received many awards from the University of Alberta. Professor O’Byrne has also been awarded the highest teaching honour – the Rutherford Award for Excellence in Undergraduate Teaching. I was thrilled when she agreed to present at the 50th Annual Refresher.”

About the Session

“We are going to center around the decision, Bhasin v Hrynew, 2014 SCC 71. Professor O’Byrne’s presentation will provide the audience with an understanding of what the new Principle of Good Faith is in the performance of contracts. She will also explore the specific duty of honesty that is a manifestation of that principle. Professor O’Byrne will discuss the extent to which parties can contract out of the duty of honesty and will assess the impact of Bhasin on duties to negotiate in good faith in the context of renewal clauses. I will be presenting towards the end of this session on subsequent court decisions since Bhasin was released. In particular, I’m focusing on what the courts are saying in relation to drafting.”

Session Takeaway

Professor O’Byrne has published an excellent paper, which will be the main takeaway for session attendees.”

Additional Session Information

This session is running Monday, May 8, 2017. If you wish to attend this session, please note in the comments section upon registration checkout.


Purchase Price Adjustments in Share and Asset Transactions | William K. Jenkins

About the Presenter

“William (a.k.a. Bill) Jenkins is a Partner in Denton’s Calgary office, and he is the Co-Leader of Denton’s Mergers and Acquisitions team across Canada. He has advised many corporations and investment dealers on structuring and implementing mergers and acquisitions and is a member of the Law Societies of Alberta and Ontario. In terms of volunteerism, he is the past chair of the Securities Law Section of the CBA. He also received a client choice award in 2016 from the International Law Office with respect to M&A in Alberta. Bill has been recognized for many years as one of the Best Lawyers in Canada in the areas of Mergers and Acquisitions, Banking and Finance Law, Corporate Law, and Securities Law.”

About the Session

“Bill’s session is going to dovetail really nicely with Carolyn A. Wright’s Risky Business session. He is going to be focusing on purchase price adjustments both in share and asset transactions. Bill is not only going to be looking at adjustments on share and asset transactions but will also be speaking about commercial real estate. Some of the things he will focus on are working capital adjustments, earn-outs, and (in real estate) environmental holdbacks. He will also discuss his views on typical price adjustments, which include deposits as well. Bill will also explain to attendees how important it is to understand your client’s business objectives in order to address adjustments and holdbacks properly.”

Session Takeaway

“Bill will provide precedent language for a variety of typical price adjustments.”

Additional Session Information

This session is running Monday, May 8, 2017. If you wish to attend this session, please note in the comments section upon registration checkout.


Register Online

Join us for the 50th Annual Refresher this May 7–9 at the Fairmont Chateau Lake Louise. Read the conference brochure to learn more about this once-in-a-career event.

Register on.lesa.org/50years.