Course Chairs
Peter H. Finley — Fasken Martineau DuMoulin LLP, Vancouver
Geoffrey M. Sherrott — Edwards, Kenny & Bray LLP, Vancouver
About the Course Chairs
Peter H. Finley – Fasken Martineau DuMoulin LLP, Vancouver
Peter Finley is a Partner and Chair of the Corporate/Commercial group in Vancouver. Private and public companies seek out Peter for his extensive experience in mergers and acquisitions, partnerships and real estate matters including investment properties, acquisitions and dispositions, and real estate financing.
Clients appreciate Peter's practical and relevant advice that is tailored to specific business requirements. He is direct, supportive and efficient. Peter also has significant exempt market financing experience and acts on a variety of transactions involving tax-driven structures.
He has written extensively as co-editor and co-author for the CLEBC publication Buying and Selling a Business—Annotated Precedents.
Geoffrey M. Sherrott — Edwards, Kenny & Bray LLP, Vancouver
Geoffrey is a partner at Edwards, Kenny & Bray LLP, Vancouver, where he has spent his entire career. He advises private and public companies on a wide range of commercial and corporate issues and has particular experience in dealing with securities and environmental law issues. Geoff was called to the BC bar in 1994.
Geoff is the six-time chair of CLEBC’s Securities Fundamentals course. He has written extensively as co-editor and co-author for the CLEBC publication Buying and Selling a Business—Annotated Precedents, and as author of the chapter “equity financing for private companies” in the CLEBC book Advising British Columbia Businesses. Geoff teaches a real estate development seminar at UBC Law School, for which he has been awarded the Adam Albright Outstanding Adjunct Professor Award.
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The acquisition precedents you need, from preliminary documentation to closing the deal.
Buying and Selling a Business — Annotated Precedents
This publication is essential for: solicitors acting for purchasers, vendors, or lenders in business acquisitions.
Current to: October 1, 2017
Whether your transaction is an asset or share purchase, business acquisitions require immense amounts of drafting. Save yourself time and uncertainty with Buying and Selling a Business — Annotated Precedents. With hundreds of pages of templates, this resource is annotated with concise commentary and includes sample asset and share purchase agreements, along with precedents for employment, escrow, assignment, and intellectual property contracts for you to reference. You will also receive sample closing agendas and checklists to help keep your deal organized and on track.
With this resource, you will be able to:
- quickly draft acquisition documents that reflect current law and practice
- thoroughly understand the purpose of individual clauses and how to use them to serve your clients
- properly structure your client's deal and understand the most important negotiating points.
Highlights of the 2017 Update
- new asset purchase agreement annotations with expanded discussions of:
- scope of opinion of vendor's counsel
- definition of what constitutes "knowledge" of a party
- survival period for vendor's representations, warranties, and covenants
- holdback of part of purchase price as security for validity of representations and warranties
- pre-closing permitted capital expenditures and encumbrances
- environmental audits as well as representations and warranties on environmental matters
- new public announcements clause in share purchase agreement
- new BCSC case law on effect of marking documents "confidential"
- new BCCA and BCSC case law on effectiveness of "no competition" clause restrictive covenants
- discussion on purchaser's pledge of shares as alternative to escrow agreement
- expanded discussion on assignment of employment clauses and non-competition agreements
- discussion of restrictions on assignment of particular benefits according to their terms
- discussion of recordal of copyright assignments