12th Mini MBA for Lawyers

Add to your existing knowledge and hone your business skills to become a better lawyer
Date: September 9 & 10, 2014
Location: Toronto
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Highlights

Discover how to properly analyze financial statements and interpret a company’s financial signals

Firm up your grasp of the valuation process so you can better understand quantitative assumptions and methods on behalf of your clients

Explore the active role of corporate counsel in an M&A and the impact valuations play

Get up to speed on the role of corporate counsel in risk management

Faculty

FACULTY
COURSE LEADERS
Pierre Lebel, HR Doctors
Pierre Lebel is President and Founder at HR-Doctors and Epiphane Consulting. As a passionate performance provocateur, he provides pragmatic insight, and 20 years of corporate and global consulting expertise to bundle up the right solutions to enable leaders and organizations ramp up performance results.
Glenn M. Bowman, Capital Canada Limited
Glenn M. Bowman is a Partner at Capital Canada Limited. He specializes in advising clients on acquisitions and divestitures – covering a broad array of industries from owner-managed businesses to multinational companies – private debt and equity financings, financial restructurings, business and securities valuations, and fairness opinions.
CO-LECTURERS
Lesley Bissett-Baldwin, IBIS Corporation Security & Investigations Inc.
Lesley Bissett-Baldwin is Director - Worldwide Project Management at IBIS Corporation Business Intelligence Services Corporation, a global investigations, business intelligence, counter-terrorism, and risk management firm with operations in 45 countries around the world.
John F. Cairns, CHUBB Insurance Company of Canada
John F. Cairns is the Senior Vice President, General Counsel and Corporate Secretary of Chubb Insurance Company of Canada.
Jennifer Eberman, Deloitte LLP
Jennifer Eberman is a Senior Manager, National Assurance and Advisory with Deloitte LLP. She develops and delivers learning for Deloitte practitioners in various accounting frameworks applicable to both public and private entities.
Daniel Greenberg, SAP Canada Inc.
Daniel Greenberg is Associate General Counsel at SAP Canada Inc.
Brian M. Leck, Toronto Transit Commission
Brian M. Leck is the General Counsel of the Toronto Transit Commission, Toronto Coach Terminal Inc. and Toronto Transit Consultants Limited.
Dennis Leung, Grant Thornton LLP
Dennis Leung is Director of Valuations at Grant Thornton LLP.
Stephen Lewis, Ernst & Young Orenda Corporate Finance Inc
Steve Lewis is a Partner and Senior Vice President of Ernst & Young Orenda Corporate Finance Inc., where he focuses on managing the financing practice within the range of valuation, acquisition, divestiture and financing services.
Niguel A.D. Mousseau, Aecon Energy, Mining and Infrastructure Groups
Niguel A.D. Mousseau is Legal Counsel at Aecon Energy, Mining and Infrastructure Groups. He advises project teams, management and senior management on risk regarding business decisions.
Gregory Papinko, PricewaterhouseCoopers LLP
Greg Papinko is Associate Partner in the Tax Services practice of PricewaterhouseCoopers LLP. Greg assists clients with US corporate and international tax matters.
Melanie Russell, Kalex Valuations Inc.
Melanie Russell is a Partner at Kalex Valuations Inc.

Program

COURSE PROGRAM
Management Decision Making & Strategies
Corporate counsels are frequently being called upon to participate and advise in enterprise risk mitigation, effective management decision making and strategic planning. This session will provide participants with an overview into best practice strategic planning and enterprise performance methods and tools employed to ramp up an enterprise's success.

Key elements and roles in the corporate strategic planning process

Strategic mapping methods and tools to focus and align an enterprise's objectives, resources, budgeting and people

Enterprise risk assessment methods and tools to enable decision making to navigate complex business issues

Influencing senior management decision making

Practices to guide directors, officers and in-house counsel from making poor strategy and operational decisions

Corporate Tax Fundamentals
Having a basic understanding of corporate taxation is essential to grasping the tax implications of business strategies and decision making. This session will provide a primer in taxation fundamentals that directly impact the bottom line.

Understanding key principles and concepts in taxation

Corporate tax structure and tax minimization

Integration concepts and remuneration planning

Basics of tax-efficient finance structures

Understanding Financial Statements
This session will introduce you to the basic concepts of finance and accounting, increase your understanding of financial statements and facilitate your oversight role in meeting regulatory requirements for financial control and transparency.

Who uses financial statements to make what decisions?

What are the governing accounting standards in Canada: IFRS or Accounting Standards for Private Enterprises ASPE?

What constitutes a complete set of financial statements?

The accounting process: from source documents to financial statement presentation

Understanding Capital Markets
In today’s financial environment, structuring increasingly complex and innovative capital raising transactions is more challenging than ever. This session will examine what lawyers need to know about the latest financing choices and investment alternatives.

Latest trends in debt financing deals

Factors affecting growth in primary and secondary markets

Developments in money markets and high-yield bonds

Valuation and Pricing: Principles & Techniques
As a lawyer, you know that valuation and pricing are important aspects of nearly every business transaction, especially when it concerns M&As, venture capital and shareholder disputes. Attending only to the purely legal aspects of these deals will not ensure an evenhanded transaction. This session explores the valuation process and how these techniques are applied.

Difference between fair market value and price

Valuation approaches and techniques

Understanding enterprise value and equity value

Multiples and cost of capital

Market comparables

Role of Corporate Counsel in M&As
Once a decision has been made by the organization to enter into an M&A, corporate counsel will become directly involved in laying the foundation for going forward with the transaction and seeing it through to conclusion. This session will examine the role of corporate counsel in an M&A and the impact that they can have whether as a buyer or seller.

Corporate counsel’s role in assessing potential M&As

Understanding the strategic benefit of the transaction

Valuing financial and operational synergies

Conducting or staging a due diligence and its impact on valuation

Corporate Counsel’s Role in Business Operations
In today’s uncertain economy, corporate counsel more than ever must possess enough business expertise and understanding of business operational issues to meet the needs of their clients. This session will examine how to advance corporate counsel’s business operations acumen as well as improving the value add to their business partnership role.

Increasing effectiveness in negotiating and executing business agreements

Understanding the nature of business operations and their interfaces with other organizational areas

Assessing threats and opportunities in operational initiatives from a legal perspective

Dealing with the legal risks and implications of ad hoc business decisions

Role of Corporate Counsel in Risk Management
Risk management and oversight is increasingly becoming a top priority for businesses. Given that in-house counsel know both the law and the company, they are increasingly being called upon to take on a leadership role in defining and implementing such initiatives. The many hats that corporate counsel must now wear include risk manager and business strategist in addition to legal advisor.

Assuming leadership: identifying and assessing the reputational, business, environmental and operational risks

Linking risk appetite to strategy

Meeting corporate governance and enterprise risk management expectations

Drafting policies for compliance, including a code of ethics/conduct

Due Diligence in Corporate Transactions
Due diligence is of paramount importance for completing corporate deals, particularly as transaction timelines are often extremely short. Having a framework to guide the process means that crucial elements will not be forgotten. This session will look at the critical aspects of due diligence that have to be addressed to ensure that the process is focused to deliver the most accurate analysis.

Putting in place the due diligence team and team leader

Detailed checklists of the exact due diligence steps to follow

Establishing timetables

Documenting the examination and findings

Ensuring Legal & Ethical Corporate Behaviour
From advising on M&As to providing guidance on corporate transactions and risk management, ethical dilemmas abound in business law. Counsel are often in the position of acting as corporate conscience, advising on legal and ethical behaviour and issues in line with the company’s mission, vision and values. This session explores best practices for ensuring adherence to high legal and ethical standards of behaviour within a business law context.

Bringing potentially illegal or unethical issues to senior management’s attention

Ensuring corporate familiarity with new legislation and regulations

How to preserve and protect privilege

Developing and implementing a whistle blower policy

Multimedia Presentations

MULTIMEDIA PRESENTATION
Corporate counsel’s role in business operations
Robert P. Ellis
Celestica Inc.
Management decision-making & strategies
Sue Gaudi
The Globe and Mail
Corporate tax fundamentals
Salvador M. Borraccia
Baker & McKenzie LLP
Role of corporate counsel in risk management
Yonni Fushman
Aecon Group Inc.
International Fnancial Reporting Standards (IFRS) conversion: Legal implications
Marc Cotie
Ricoh Canada Inc.
Role of corporate counsel in M&A transactions
W. Ian Palm
McCarthy Tétrault LLP
Valuation and pricing: Principles & techniques
Tom Strezos
Deloitte & Touche LLP
Corporate counsel’s role in business operations
Robert P. Ellis
Celestica Inc.
Due diligence in corporate transactions
Yelena Goren
Desjardins Financial Security
Understanding capital markets
Kellie Manchester
Ernst & Young Orenda Corporate Finance Inc.
Bridging the GAAP: Understanding financial statements
Todd Miller
Wolrige Mahon LLP
The changes to securities law as a result of the transition to IFRS
Fred R. Pletcher
Borden Ladner Gervais LLP
Mastering the annual report
Darren S. Kozol
Central 1 Credit Union
Financial statement analysis: Interpreting a company's financial signals
Todd Miller
Wolrige Mahon LLP
Defining general counsel’s governance role in working with the board
Bradley D. Markel
Bennett Jones LLP
General counsel’s role in identifying and mitigating corruption risk
David W. Anderson
The Anderson Governance Group
Crisis management and the incommensurability of general counsel duties
Pierre Magnan
Gowling Lafleur Henderson LLP
The role of general counsel in enterprise-wide risk management
David Sevalrud
Carscallen LLP
Advising boards in major transactions
Neil Herle
TransCanada PipeLines Limited
Ensuring legal & ethical behaviour
Douglas R. Mah, Q.C.
Worker's Compensation Board - Alberta
The evolving role of the general counsel in supporting the board
William G. Gilliland
Fraser Milner Casgrain LLP
International due diligence
Chika B. Onwuekwe
Trican Well Service Ltd.
Dealing with shareholder activism
Bruce Nysetvold
UFA Co-operative Ltd.
Counsel as the board’s information gatekeeper
Lawrence E. Thacker
Lenczner Slaght Royce Smith Griffin LLP
Corporate records management
John B.A. Wilkinson
WeirFoulds LLP

Participants

Aecon Energy, Mining and Infrastructure Groups

Capital Canada Limited

CHUBB Insurance Company of Canada

Deloitte LLP

Ernst & Young Orenda Corporate Finance Inc.

Grant Thornton LLP

HR Doctors

IBIS Corporation Security & Investigations Inc.

Kalex Valuations Inc.

PricewaterhouseCoopers LLP

SAP Canada Inc.

Toronto Transit Commission

Who should attend

Corporate lawyers practising in: Corporate and Commercial Law, M&As, Corporate Finance Law, Securities Law, Litigation, Tax Law, Bankruptcy Law, Corporate Counsel and Corporate Secretaries

Price

Price list:-
  • Course: $1975
  • Webcast only : $1575
  • Webcast and Proceedings : $1874
  • Course and Proceedings : $2274
  • Proceedings Only: $799
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Additional Information

REGISTRATION:
To reserve your place, call Federated Press toll-free at 1-800-363-0722. In Toronto, call (416) 665-6868 or fax to (416) 665-7733. Then mail your payment along with the registration form. Places are limited. Your reservation will be confirmed before the event.
LOCATION:
Courtyard by Marriott Downtown Toronto, 475 Yonge Street, Toronto, ON, M4Y 1X7, (800) 847-5075
CONDITIONS:
Registration covers attendance for one person, the supplementary course material as described in this document, lunch, morning coffee and refreshments during breaks are provided for registered duration. The proceedings of the event will be captured on audio or video. Multimedia proceedings with all slides and handouts can be purchased separately on a CD-ROM which will also include the event material.
TIME:
Registration begins at 8:00 a.m. The morning sessions start promptly at 9:00.
CANCELLATION:
Please note that non-attendance at the event does not entitle the registrant to a refund. In the event that a registrant becomes unable to attend following the deadline for cancellation, a substitute attendee may be delegated. Please notify Federated Press of any changes as soon as possible. Federated Press assumes no liability for changes in program content or speakers. A full refund of the attendance fee will be provided upon cancellation in writing received 13 days prior to event date. No refunds will be issued after this date. Please note that a 15% service charge will be held in case of a cancellation.
DISCOUNT:
Federated Press has special team discounts. Groups of 3 or more from the same organization receive 15%. For larger groups please call Sandra Frattolillo at 1-800-363-0722, ext. 223 to get more information.
PAYMENT:
Payment must be received seven days prior to the event date.