M&A Skills Boot Camp 2026

Welcome and Introduction from the Chair (9:00 a.m. ET)

Adrienne DiPaolo, Torys LLP

Managing the Transaction (9:10 a.m. ET)

• Understanding the deal and client objectives
• Efficient project management in the M&A context
• Effective client communication

Preliminary documents:

• Key negotiated clauses in Confidentiality Agreements and Non-Disclosure Agreements
• Term Sheets, Letters of Intent and Memorandums of Agreement
• Case law updates

Ethics and Professionalism Responsibilities in M&A Transactions:

• Confidentiality and privilege
• Securities trading
• Conflicts of interest
  • Understanding your duties and responsibilities
  • Identifying conflicts
  • Techniques for managing conflicts
• Other ethical considerations
• Lawyering in 2026: Responsible use of new LegalTech and AI

David Badour, McCarthy Tétrault LLP
Evan Conover, Fasken Martineau DuMoulin LLP
Claire Gowdy, Fasken Martineau DuMoulin LLP

Break (10:30 a.m. ET)

Effective Due Diligence (10:45 a.m. ET)

• Purpose and importance
• Understanding client expectations and reporting results
• Planning and staffing
• Co-ordinating with business and financial diligence
• Spotting the “red flags” and identifying potential solutions
• Addressing and managing the potential for professional liability
• Recent developments

Jason (Jake) Bullen, Cassels Brock & Blackwell

Lunch (12:00 p.m. ET)

IT and IP Ownership (12:45 p.m. ET)

• Key issues in IT and IP due diligence
• Establishing and implementing a due diligence plan
• Avoiding common IT/IP pitfalls
• Assessing IP ownership and exposure
• Open source and other software licences
• Emerging issues and trends

Alison Hayman, Osler Hoskin & Harcourt LLP

Structuring the Private M&A Deal (1:30 p.m. ET)

Experienced counsel will walk you through the most common transaction structures in private M&A, including corporate law considerations and tax implications.

• Factors to consider when structuring the deal
• How to determine the best structure for your transaction
• What forms can a transaction take and how do they differ?
  • Share/asset purchases
  • Amalgamations
  • Plans of arrangement
• Trends in deal structure

Chris Baxter, Goodmans LLP
Kevin Greenspoon, Davies Ward Phillips & Vineberg LLP
Kelli Patel, Dentons Canada LLP

Break (2:45 p.m. ET)

Public M&A 101 (3:00 p.m. ET)

• How are public M&A deals different from private ones?
• Factors to consider when structuring the deal
• Plans of arrangement and takeover bids
• Shareholder activism
• Corporate governance in M&A transactions
• Recent regulatory issues, cases and decisions

Adrienne DiPaolo, Torys LLP
Jason Koskela, Director, Office of Mergers and Acquisitions, Ontario Securities Commission
Richard Turner, Blake, Cassels & Graydon LLP

Highlights from Recent Deals (4:00 p.m. ET)

• Sources of deal points information
• Trends in Canadian, US and European deals
• Earn-outs · Escrows
• New developments in representation and warranty insurance
• Impact of lending environment, inflation and other headwinds
• Valuations
• Private vs. Public

Brian Gray, Osler, Hoskin & Harcourt LLP
W. Ian Palm, Fasken Martineau DuMoulin LLP

Negotiating the Fundamentals (9:00 a.m. ET)

Using precedents and reviewing key negotiated clauses and negotiation techniques, this session will delve into:

• Representations and warranties, and how to use for obtaining information and allocating risk
• What is reasonable to ask for and why/why not?
• Due diligence to support representations and warranties
• Role of representation and warranty insurance
• Survival
  • Effect of closing
  • Conventional periods
• Covenants and conditions
• Implications of failure to perform
  • Covenants to be satisfied prior to/after closing
• Conditions of closing
  • What is appropriate?
• Indemnities
• When is indemnification appropriate?
  • Risk allocation when uncertainty exists
  • Damages for failure to perform
• Limits
  • Deductibles, baskets and caps
• Enforceability issues

Stephen Neil, Torys LLP

Break (10:15 a.m. ET)

Managing Regulatory Risk (10:30 a.m. ET)

• The updated statutory framework for review of M&A transactions
• The Competition Bureau’s review process, and the practical implications of how Bureau administrative processes overlay the statutory framework
• Considerations in planning the Competition Act clearance processes
• Covenants, representations, and warranties concerning the Competition Act clearance process and allocation of the risks of the regulatory process
• The typical give and take between buyer and seller – who has responsibility for what, who can make decisions about what, when can a buyer walk because of a Competition Act problem
• Planning the M&A process with the Competition Act process in mind
• The updated Investment Canada Act process and how it can affect your deal

Joshua Chad, McMillan LLP
Alex Sarabura, Competition Law Officer, Mergers Intelligence and Notification Unit, Competition Bureau

Managing Risk in International Transactions (11:15 pm. ET)

• What is different about international deals?
• Determining the role of Canadian and foreign counsel in international deals
• Structuring and tax planning issues
• Managing the Hart-Scott-Rodino Act pre-merger notification and review process and other regulatory approvals
• Foreign investment review/national security considerations
• Securities law issues – takeover bids, proxy rules and MJDs
• Governing law and dispute resolution
• Anti-bribery/corruption

Lunch (12:15 p.m. ET)

Labour, Employment, and Pensions and Benefits Issues in the M&A Process (1:00 p.m. ET)

• The impact of asset versus share transactions on labour, employment, and pension and benefits issues
• Key issues in employment and pensions and benefits due diligence
• Different ways employees and pensions and benefits are handled in acquisition transactions
• Impact of collective agreements in acquisition transactions
• Termination and severance issues
• Successor employer legislation issues
• Management incentive agreements
• Emerging issues and trends

Darryl R. Hiscocks, Torys LLP
Susan Nickerson, McCarthy Tétrault LLP

Privacy and Cybersecurity (2:00 p.m. ET)

• A review of key privacy and cybersecurity issues
• Data/technology related due-diligence considerations
• Understanding recent trends in data-intensive M&A transactions

David Krebs, Miller Thomson LLP

Break (2:45 p.m. ET)

Closing and Post Closing Logistics (3:00 p.m. ET)

• The dynamics and logistics of closing
  • Anticipating issues and logjams
  • Orchestrating the closing
• Developing the closing agenda, allocation of responsibility
• Payments mechanics, electronic transfers
• Escrow agreements and holdbacks
• Reporting to the client
• Managing integration
• Handling post-closing disputes

Lindsay Balson, Blake Cassels & Graydon LLP

Case Study Exercise (4:15 p.m. ET)

Applying the concepts learned throughout the program to a practical case study exercise.

Adrienne DiPaolo, Torys LLP
Stephen Neil, Torys LLP