Mergers and Acquisitions 2021

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DescriptionMore DetailAgenda

Get up to speed on current issues and developments in the world of M&A!

—Rebroadcasts—
Jump Start on CPD 2022
Wednesday, March 2, 2022
9:00 am – 4:00 pm via webinar

(Original Live Webinar Date: June 15, 2021)

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Who should attend: This is an advanced level course for public and private deal lawyers who have experience in mergers and acquisitions

Learning level: Advanced

Amidst a global pandemic, M&A activity continues to be robust and deal practice continues to evolve. This biennial update is your opportunity to catch up on recent developments with the leading minds of the Vancouver M&A community all in one day. Once again, external counsel, in-house counsel, and other stakeholders have curated a program addressing the most important topics, trends, and legal developments to share and discuss with you. This year's program will include sessions on the impact of COVID-19 on deal practice, the rise of SPACs in the M&A world, lessons learned from high-profile "busted deals," special committee practice points, foreign investment review developments, and more. You will leave this course confident and up to speed as we head into what is expected to be a historic post-pandemic deal market.

Law Society of BC CPD Hours: 5 hours (this course will contain a minimum of 1 hour pertaining to professional responsibility and ethics, client care and relations, and/or practice management). Please note: The CPD hours of the rebroadcast will either meet or exceed the CPD hours of the original live webinar course.

Course Chair
Sven O. Milelli — McCarthy Tétrault LLP, Vancouver

Reduced Pricing To support you during COVID-19, CLEBC is offering reduced pricing for courses.

*Last Kick at the Can 2021*
Rebroadcast	$429 $339
Rebroadcast Articled Student	$213.50 $169.50
Are you an Indigenous lawyer or community member? Click here for special pricing. Do you need financial assistance? Click here for bursary information. Experiencing financial hardship due to COVID-19? You may be eligible for further reductions in our course prices. Please contact Customer Service for more information. Registration includes an electronic copy of the reference materials.

Jump Start 2022	EARLY BIRD Register by Feb. 2/22	Regular Price After Feb. 2/22
Rebroadcast	$339 $305	$429 $339
Rebroadcast Articled Student	$213.50 $169.50	$213.50 $169.50
Registration includes an electronic copy of the reference materials.

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CLEBC Program Lawyer*
Raymond Lee
rlee@cle.bc.ca
*non-practising

Course Chair
Sven O. Milelli — McCarthy Tétrault LLP, Vancouver

About the Course Chair
Sven Milelli is the Regional Managing Partner for BC and a partner in the Business Law Group. He advises public and private corporations in a wide range of industries regarding mergers and acquisitions, public and private securities offerings, and corporate governance matters. Prior to joining McCarthy Tétrault, Sven was a senior associate with Sullivan & Cromwell LLP, a leading international law firm, in New York.

Sven is recognized by Chambers Canada in the area of corporate and commercial law and the Canadian Legal Lexpert Directory, a guide to the leading law firms and practitioners in Canada, as a leading lawyer in the areas of corporate mid-market, private equity, corporate finance & securities, mergers & acquisitions, and corporate commercial law. He is also recognized by The Best Lawyers in Canada as a leading lawyer in the area of mergers and acquisitions law.

Faculty
J-P Bogden — Blake, Cassels & Graydon LLP, Vancouver
Gordon N. Cameron — Bennett Jones (US) LLP, New York
Gordon R. Chambers — Cassels Brock & Blackwell LLP, Vancouver
John T.C. Christian — Cassels Brock & Blackwell LLP, Vancouver
David Di Paolo — Borden Ladner Gervais LLP, Toronto
Christian P. Gauthier — Bennett Jones LLP, Vancouver
Jason Gudofsky — McCarthy Tétrault LLP, Toronto
Zachary Judd — Latham & Watkins LLP, Chicago
Kate McNeece — McCarthy Tetrault LLP, Toronto
Denise Nawata — Farris LLP, Vancouver
Fred R. Pletcher — Borden Ladner Gervais LLP, Vancouver
Rianna Ritchie — Blake, Cassels & Graydon LLP, Vancouver

Click here for full faculty bios

Welcome and Land Acknowledgement (9:00 – 9:05)

Sven O. Milelli — McCarthy Tétrault LLP, Vancouver

SPACs: Driving M&A in 2021 (9:05 – 10:00)

brief overview of Special Purpose Acquisition Corporations (SPACs) transactions
key cross-border considerations
recent developments

Gordon N. Cameron — Bennett Jones (US) LLP, New York
Christian P. Gauthier — Bennett Jones LLP, Vancouver
Zachary Judd — Latham & Watkins LLP, Chicago

BREAK (10:00 – 10:10)

Escrow, Earnout, and Holdback Trends in Private M&A (10:10 – 11:10)

escrow
earnouts
holdbacks

J-P Bogden — Blake, Cassels & Graydon LLP, Vancouver
Rianna Ritchie — Blake, Cassels & Graydon LLP, Vancouver

BREAK (11:10 – 11:20)

Practice Update: Special Committees (11:20 – 12:20)

impact following implementation of CSA Notice 61-302 and enhanced disclosure
recent Canadian decisons—lessons learned from Catalyst Capital/iAnthus Capital

Sven O. Milelli — McCarthy Tétrault LLP, Vancouver
Denise Nawata — Farris LLP, Vancouver

LUNCH BREAK (12:20 – 12:50)

Foreign Investment Review/Competition Law Update (12:50 – 1:50)

overview of the application of the Competition Act and Investment Canada Act to M&A transactions
strategic considerations for merger planning and risk assessments
current trends in Canadian merger control reviews (e.g., efficiencies, non-notifiable mergers, international cooperation)
developments in national security review of investments, including heightened scrutiny of SOEs and Canadian businesses in critical industries

Jason Gudofsky — McCarthy Tétrault LLP, Toronto
Kate McNeece — McCarthy Tetrault LLP, Toronto

BREAK (1:50 – 2:00)

COVID and Busted Deal Litigation: Implications for M&A Practice (2:00 – 3:00)

Canada's first busted deal decision—Fairstone Financial Holdings v. Duo Bank of Canada
the Delaware Chancery Court's decisions in AB Stable VIII LLC v. Maps Hotels and Resorts One LLC et al. and Snow Phipps Group LLC v. KCAKE Acquisitions Inc.
salvaging busted deals through re-negotiation
drafting takeways for MAC clauses and ordinary course covenants

David Di Paolo — Borden Ladner Gervais LLP, Toronto
Fred R. Pletcher — Borden Ladner Gervais LLP, Vancouver

BREAK (3:00 – 3:10)

Plans of Arrangement in the Insolvency Context (3:10 – 4:10)

Calfrac Well Services—a case study in how plans of arrangement in the insolvency context are reshaping how plans can be used

Gordon R. Chambers — Cassels Brock & Blackwell LLP, Vancouver
John T.C. Christian — Cassels Brock & Blackwell LLP, Vancouver

Closing Remarks (4:10 – 4:15)

Sven O. Milelli — McCarthy Tétrault LLP, Vancouver

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