corporate governance 2014

CO-CHAIR
Walied Soliman is co-chair of Norton Rose Fulbright Canada LLP’s Special Situations Team, which encompasses Canada’s
leading shareholder activist and defence mandates and complex reorganization transactions. Over the past several years,
Mr. Soliman has been involved in almost every major proxy battle in Canada, acting for both issuers and activists. He is
widely regarded as one of the leading practitioners in this area in Canada. In addition, his practice focuses on public and
private mergers and acquisitions, restructurings, financings, corporate governance, and structured products. Among other
philanthropic endeavours, Mr. Soliman is a board member of the Toronto SickKids Hospital Foundation. In 2014, Mr. Soliman
was named Top 25 Most Influential in the legal profession by Canadian Lawyer.
ORESTES PASPARAKIS
CO-CHAIR
Orestes Pasparakis is co-chair of Norton Rose Fulbright Canada LLP’s Special Situations Team, which encompasses
Canada’s leading shareholder activist practice, sophisticated securities disputes and complex reorganization transactions.
Recent notable cases include Agrium’s defeat of JANA Partners, TELUS’s success over Mason Capital, KEYreit’s successful
takeover defence and Porter Airlines’ success over Air Canada, among many others. Mr. Pasparakis is widely regarded
as one of Canada’s leading experts in proxy contests. In addition, Mr. Pasparakis has specific expertise with complex
commercial litigation, financial restructurings, insolvency proceedings, injunctions and class actions.
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Mr.
Ms.
PETER BUZZI
Peter Buzzi is a Managing Director and Co-Head of Royal Bank of Canada Capital Markets’ Mergers and Acquisitions Group.
Mr. Buzzi joined Royal Bank of Canada Capital Markets in 1986 and has advised numerous Canadian and international
companies on a broad range of merger and acquisition transactions with particular emphasis on public takeovers and
mergers, financial restructurings and going private and related party transactions. Peter has recently advised, among others,
SNC-Lavalin on its pending sale of AltaLink to Berkshire Hathaway Energy, Shoppers Drug Mart on its sale to Loblaw’s,
Potash Corporation on its takeover defense and Canwest on its financial restructuring. Peter has a B.A.Sc. in Systems Design
Engineering from the University of Waterloo and an MBA from the Harvard Business School. Peter is a member of the firm’s
Canadian Investment Banking Management Committee and is Chairman of the firm’s Canadian Opinion Review Committee.
CORPORATE GOVERNANCE IN SPECIAL SITUATIONS
All webcast participants will receive an online link to access the program materials as part of their registration fee
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Corporate governance is a check-the-box process until crisis hits. In special situations, corporate governance becomes of critical importance. Given
our uncertain landscape, this seminar is a must attend for management and directors of Canadian companies seeking to be properly prepared for
shareholder activism.
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(photocopy for additional delegates) Conference Code 140030
WES HALL
Wes Hall is the President and CEO of Kingsdale Shareholder Services. Mr. Hall has over 15 years of experience in corporate
governance and shareholder communications. He started Kingsdale Shareholder Services in 2003 and Kingsdale
Communications in 2009 to provide clients with best-in-class services for communicating with shareholders and managing
investor-relations communications. Mr. Hall is one of Canada’s foremost experts in proxy solicitation, depositary, corporate
governance and other shareholder-related initiatives. Prior to forming Kingsdale, Mr. Hall was vice president, national sales,
for Georgeson Shareholder Communications Canada, and a senior manager for a major Canadian transfer agent. He is
currently a director of SickKids Hospital Foundation and Wellgreen Platinum Ltd. He is the former chairman of the board
of Difference Capital Financial and former director of Equity Financial Holdings Inc., Longford Energy, Exempt Market Dealers Association of
Canada and Caldera Geothermal Inc. He has earned the Ernst & Young Entrepreneur of the Year 2009 award for Ontario. Mr. Hall has successfully
completed the directors’ education program offered by the Institute of Corporate Directors (ICD) in partnership with the Rotman School of
Management, University of Toronto.
CORPORATE GOVERNANCE 2014:
Yes! Please register the following delegate(s) for CORPORATE GOVERNANCE 2014:
CORPORATE GOVERNANCE IN SPECIAL SITUATIONS
Select venue: Toronto
Webcast Calgary
Early Bird Price:
$1195 + applicable taxes*
Regular Course Price:
$1495 + applicable taxes*
Public Sector Price:
$1295 + applicable taxes*
Webcast Price:
$995 + applicable taxes*
*ON (13% HST) AB (5% GST)
SPECIFICALLY DESIGNED FOR:
•
•
•
•
•
•
•
Board Directors
CEOs, COOs and Presidents
CFOs and Controllers
Vice Presidents and Directors of Finance
Corporate Directors and Corporate Secretaries
In-house Corporate Counsel
Vice Presidents, Directors and Managers of:
• Corporate Governance
•
•
•
•
• Employment,
• Risk Management, Shareholder Services and
• Investor Relations
Vice Presidents and Directors of Human Resources
Compensation Specialists
Auditors, Principals and Senior Accounting
Professionals
Management Consultants
DATE(S) AND VENUE(S):
TORONTO - December 4 - St. Andrew’s Club and Conference Centre
150 King Street West, 27th Floor, Toronto, ON M5H 1J9
Telephone: 416-366-4228
Fax: 416-366-9347
www.standrewsclub.ca
CALGARY - December 8 - Calgary TELUS Convention Centre
120 Ninth Avenue SE Calgary, Alberta T2G OP3
Telephone: 403-261-8500
Fax: 403-261-8510
www.calgary-convention.com
ACCREDITATION
NAIZAM KANJI
LAW SOCIETY OF BRITISH COLUMBIA
This program has been accredited by the Law Society of British Columbia for 5.75 hours towards the professional
development requirement for certification.
Naizam Kanji is Deputy Director, Corporate Finance | Head, Mergers & Acquisitions and Shareholder Rights of the Corporate Finance
Branch at the Ontario Securities Commission and has primary responsibility for the Mergers and Acquisitions Team. Mr. Kanji was
appointed Manager of the Mergers and Acquisitions Team in 2006 and Deputy Director of the Corporate Finance Branch in 2009.
LAW SOCIETY OF UPPER CANADA (CPD)
This program can be applied towards the 9 Substantive Hours of Continuing Professional Development (CPD)
required by the Law Society of Upper Canada. Please note that this program is not accredited for Professionalism
hours or for the New Member Requirement. Total 5.75 hours.
LAW SOCIETY OF NEW BRUNSWICK
This program has been accredited by the Law Society of New Brunswick for 5.75 hours towards the mandatory
continuing professional development requirement.
LAW SOCIETY OF ALBERTA
For Alberta lawyers, consider including this course as a CPD learning activity in your mandatory annual
Continuing Professional Development Plan as required by the Law Society of Alberta.
Confirmations will be sent to delegates upon receipt
of completed registration forms.
Please make cheques payable to Lexpert/Carswell, a
Thomson Reuters business.
Registration fee includes the course, materials,
breakfast, lunch and coffee breaks. Full payment is
required in advance of the course dates. Substitutions
are granted with notification to Course Registration
Customer Service.
If this brochure is undeliverable to the addressee,
then please forward to a Senior Executive or
Corporate Counsel. (GST Reg # 897176350)
CANCELLATION AND
REFUND POLICY:
Full refunds, less a $250.00 (plus applicable taxes)
administration fee, will be given for cancellations
received in writing 10 business days before the course
start date. Unfortunately, refunds cannot be provided
after this date. Substitution of delegates may be
made at any time. Please note that Lexpert reserves
the right to cancel any course deemed necessary
and will, in such an event, make a full refund of
registration fees paid. For reasons beyond the control
of the course organizer, it may be necessary to
change the subject agenda of the program and no
liability is assumed for any such changes in content.
TO REGISTER:
Call: Toll free 1-877-298-5868 or (416) 609-5868
Fax: (416) 609-5841 E-mail: register@lexpert.ca
Mail: Lexpert
One Corporate Plaza, 2075 Kennedy Road, 11th Floor
Toronto, ON, M1T 3V4
Attention: Marketing Events
CUTTING EDGE • TIMELY • INTERACTIVE
WALIED SOLIMAN
SPEAKERS
CO-CHAIR
Walied Soliman, Partner and Co-Chair, Special Situations Team, Norton Rose Fulbright Canada LLP
Orestes Pasparakis, Partner and Co-Chair, Special Situations Team, Norton Rose Fulbright Canada LLP
GUEST SPEAKERS
Wes Hall
President and CEO, Kingsdale Shareholder Services Inc.
Michael Levin
Managing Director, Head of M&A and Restructuring,
National Bank Financial
Tony D’Onofrio
Director of Board Engagement & Head of Research,
Canadian Coalition for Good Governance
Adam Givertz
Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Bill Aziz
President, Blue Tree Advisors
Bill Rice
Chair & Chief Executive Officer, Alberta Securities Commission
Peter Buzzi
Co-Head of M&A, Royal Bank of Canada Capital Markets
Ava Yaskiel
Partner, Norton Rose Fulbright Canada LLP
Naizam Kanji
Deputy Director, Corporate Finance Branch,
Ontario Securities Commission
Jason Koskela
Legal Counsel, Ontario Securities Commission
Greg Watson
Senior Managing Director, FTI Consulting
Justin Ferrara
Partner, Norton Rose Fulbright Canada LLP
Robert McCormick
Chief Policy Officer, Glass Lewis & Co.
COURSE HIGHLIGHTS
• Corporate Governance in Special Situations
• Corporate Governance and Proxy Contests
• Corporate Governance and M&A Transactions
• Corporate Governance and Shareholder Agitation
• Corporate Governance and Financial Distress
• Corporate Governance Key Players:
View of Regulators
• Corporate Governance Key Players:
View of Proxy Advisors
• Future Trends and Risks
REGISTER BEFORE OCTOBER 31 AND SAVE $300!
Toronto, December 4, 2014 • Calgary, December 8, 2014
For more information or to register, please contact Lexpert® Events at 1-877-298-5868 or e-mail: register@lexpert.ca
Webcast also available!
CORPORATE GOVERNANCE 2014:
CORPORATE GOVERNANCE IN SPECIAL SITUATIONS
JUSTIN FERRARA
ROBERT MCCORMICK
Justin Ferrara is a partner at Norton Rose Fulbright Canada LLP where he practices corporate and securities law in the Calgary office.
Mr. Ferrara focuses primarily in the area of mergers and acquisitions where he has been involved in a number of significant transactions
and also represents issuers in connection with equity financings and complex corporate reorganizations. Mr. Ferrara also has extensive
experience advising boards of directors and special committees with respect to governance matters and significant transactions.
Robert McCormick is Chief Policy Officer of Glass Lewis & Co. Mr. McCormick oversees the policy development of Glass Lewis’ proxy
voting guidelines and the analysis of 20,000 Proxy Paper research reports on shareholder meetings of public companies in 100 countries.
Before joining Glass Lewis, Mr. McCormick was the Director of Investment Proxy Research at Fidelity Investments. Mr. McCormick serves
on the board of the Northern California Chapter of the NACD and serves on the ICGN Shareholder Rights committee. Mr. McCormick
serves on the Advisory Board of the University of Delaware’s Weinberg Center on Corporate Governance. Mr. McCormick frequently
speaks at industry conferences and has appeared on NPR, CNBC, Fox Business News, Business News Network, BBC, Board Member’s
This Week in the Boardroom, Swiss TV and Bloomberg television. Mr. McCormick was named one of the 100 most influential people on
corporate governance by Directorship magazine from 2008 through 2012.
BILL RICE
TONY D’ONOFRIO
PROGRAM OUTLINE
8:00 - 9:00
REGISTRATION AND BREAKFAST
12:15 - 1:15
NETWORKING LUNCH
9:00 - 9:05
OPENING REMARKS
1:15 - 2:00
CORPORATE GOVERNANCE AND FINANCIAL DISTRESS:
TRENDS, TOOLS AND DEFENCES
9:05 - 9:35
CORPORATE GOVERNANCE IN SPECIAL SITUATIONS:
• Introduction to key issues
• Corporate governance in times of crisis
• Key considerations for special situations
• “Optimize” vs. “maximize” corporate governance
9:35 - 10:30
CORPORATE GOVERNANCE AND PROXY CONTESTS:
TRENDS, TOOLS AND DEFENCES
• Market update
• New activist tools
• Effective company defences to proxy contests
• Advance preparedness
• How to win in 2014/2015
10:30 - 10:45
REFRESHMENT BREAK
10:45 - 11:35
CORPORATE GOVERNANCE AND M&A
TRANSACTIONS: TRENDS, TOOLS AND DEFENCES
• Event-driven activism
• Understanding arbitrage opportunities
• Stress testing transactions
• New hybrid tools
• Effective company defences to preserving transactions
• Structuring the transaction
11:35 - 12:15
CORPORATE GOVERNANCE AND SHAREHOLDER
AGITATION: TRENDS, TOOLS AND DEFENCES
• Managing soft activism
• Withhold campaigns and other disruptive strategies
• Shareholder proposals
• Effective company defences shareholder agitation
• Update on activist distressed debt investing
• Company defences in situations of financial distress
• Use of equity and debt in control contests
• The role of the board and the company
2:00 - 2:45
CORPORATE GOVERNANCE KEY PLAYERS: VIEW
OF REGULATORS
Bill Rice was appointed Chair and Chief Executive Officer of the Alberta Securities Commission in July 2005. At the time of his
appointment, he had over 25 years of experience as a securities lawyer and had most recently concluded a 32-year career with the Bennett
Jones LLP law firm as its national managing partner. In the course of his practice, Mr. Rice represented a wide variety of enterprises,
including major Alberta corporations, junior to mid-sized oil and gas exploration and service companies, international energy corporations
and almost all institutional members of Alberta’s investment banking community. Mr. Rice has had board and chair responsibilities with
several public and private companies and has lectured on the subjects of securities regulation, corporate law, public financing, mergers
and acquisitions, corporate governance and law firm management. He was appointed Chair of the Canadian Securities Administrators, the
umbrella organization of Canada’s provincial and territorial securities regulators, in January 2011 and re-appointed for a second two-year
term commencing April 1, 2013. Mr. Rice graduated from Bishop’s University with a BA in 1968 and from Osgoode Hall Law School with an LLB in 1972.
• Update on perspectives
• Regulators response to new activist tools
• How regulators evaluate proposals in special situations
2:45 - 3:00
REFRESHMENT BREAK
3:00 - 3:45
CORPORATE GOVERNANCE KEY PLAYERS:
VIEW OF PROXY ADVISORS
• Policy development and trends
• The changing role of advisory firms
• How proxy advisors communicate with issuers
in special situations
• How proxy advisors evaluate proposals
in special situations
3:45 - 4:30
FUTURE TRENDS AND RISKS
• What should your company be doing?
• The role of the board
• Shareholder engagement strategies
• Balance and corporate governance
BILL AZIZ
JASON KOSKELA
Bill Aziz is the President of BlueTree Advisors. Mr. Aziz has more than 26 years of advisory, turnaround and corporate restructuring
experience. Mr. Aziz has led restructurings as an executive or board member in diverse industries, including softwood lumber, steel
manufacturing, refrigerated warehousing, transportation, retail, telecommunications, manufacturing, and media. He has dealt with unions
in collective bargaining situations. Mr. Aziz is a director, member of the Human Resources Committee, and Chair of the Investment
Committee of OMERS (the $70 billion Ontario Municipal Employees’ Retirement System) and a director, member of the Audit and
Human Resources and Compensation Committees of Maple Leaf Foods. He is also a member of the Leadership Advisory Council for
Cross-Enterprise Leadership at Ivey. Mr. Aziz has previously served on the boards of Canada Bread, Tecumseh Products, Sun-Times Media,
Doman Industries, and Algoma Steel. Mr. Aziz is an alumnus of Ernst & Young and a graduate of the Ivey. Mr. Aziz has completed the ICD
Jason is a senior lawyer with the Mergers & Acquisitions and Shareholder Rights Team in the Corporate Finance Branch of the Ontario
Securities Commission. He has extensive experience in the field of securities regulation, including developing and leading policy and
rule-making initiatives. Prior to joining the OSC in 2006, he practiced as an associate in the securities group at Blake, Cassels & Graydon
LLP in Toronto. Mr. Koskela obtained his law degree from Osgoode Hall Law School and was called to the bar in 2003.
ADAM GIVERTZ
AVA G. YASKIEL
Governance College.
Adam M. Givertz is a partner in the Corporate Department of Paul, Weiss, Rifkind, Wharton & Garrison LLP and a member of the firm’s
Mergers and Acquisitions and Canadian Practice Groups. Based in Toronto, Mr. Givertz regularly advises clients in connection with mergers
and acquisitions and capital markets transactions, as well as with respect to corporate governance matters, and has acted as lead counsel
in connection with a wide variety of negotiated and contested public M&A transactions, as well as in connection with private acquisitions,
minority investments and joint ventures. Mr. Givertz completed a clerkship at the Canadian Federal Court of Appeal, is an adjunct
professor in the Faculty of Law at the University of Toronto and was previously an adjunct professor at Osgoode Hall Law School. Mr.
Givertz has been recognized in The American Lawyer as a top M&A lawyer in Canada and cited in Who’s Who Legal and The Legal 500.
4:30
COURSE CONCLUSION WITH Q&A
REGISTER BEFORE OCTOBER 31 AND SAVE $300!
Toronto, December 4, 2014 • Calgary, December 8, 2014
For more information or to register, please contact Lexpert® Events at 1-877-298-5868 or e-mail: register@lexpert.ca • Webcast also available!
Tony D’Onofrio is the Director of Board Engagement & Head of Research at Canadian Coalition for Good Governance. Mr. D’Onofrio
gained extensive advisory and capital markets expertise over a 20 year career in investment banking with a leading financial services
firm in Canada. He began working with the Canadian Coalition for Good Governance (CCGG) in 2010. He is responsible for leading
CCGG’s board engagement efforts and he regularly meets with the directors of leading public companies to discuss governance matters
on behalf of Canada’s largest institutional investors. He is also responsible for overseeing CCGG’s research efforts, which include
publications on Governance Best Practices, Executive and Director Compensation practices. He has been a guest speaker on governance
matters for a number of professional organizations including Lexpert, the CICA, the Canadian Society of Corporate Secretaries and
The Directors College. Mr. D’Onofrio holds a Masters in Business Administration (Schulich School) and the Chartered Financial Analyst
designation. He is a member of the Institute of Corporate Directors and a faculty member of The Directors College.
MICHAEL LEVINE
Michael Levin is a Managing Director, Head of Mergers, Acquisitions and Restructuring at National Bank Financial. Prior to joining National
Bank in 2014, Mr. Levine spent 8 years at Genuity and subsequently Canaccord Genuity where in addition to M&A, he was actively involved
in numerous special situations assignments, including both restructuring and activist situations. Earlier in his career, he worked for Morgan
Stanley in Leverage Finance in New York. Mr. Levine is a graduate of the Richard Ivey School of Business.
Ava Yaskiel is a partner in the global law firm Norton Rose Fulbright Canada LLP where she practices corporate and securities law in
the Toronto office. Ms. Yaskiel’s practice encompasses both domestic and cross-border mandates. Her practice is both transactional
and advisory in nature and focuses on public and private mergers and acquisitions, structured transactions, corporate governance,
finance, private equity and strategic advice for a variety of parties including issuers, investment banks, shareholders and funds. Ms.
Yaskiel is the Canadian practice group head for the Business Law Group and a member of the Canadian Management Committee.
Prior to taking on this position she was a member of the Global Supervisory Board of the Norton Rose Fulbright Group. Ms. Yaskiel
previously held the position of co-managing partner of Ogilvy Renault’s (the predecessor to the Canadian office of Norton Rose
Fulbright Canada) Toronto Office and was a member of Ogilvy Renault’s National Executive Committee. Prior to joining Ogilvy Renault,
Ms. Yaskiel worked at the Ontario Securities Commission for a number of years, holding a variety of legal and leadership positions. At the Ontario Securities
Commission, her primary focus was on mergers and acquisitions, related party transactions and related policy issues. Ms. Yaskiel has authored numerous
securities law related articles and publications and she is a frequent speaker at conferences as well as a regular media commentator on securities related
issues. In 2011 she was honoured with the International Law Office Client Choice Award in recognition of her outstanding client service and was named one of
Women Executive Network’s 100 Most Powerful Women in Canada. Ms. Yaskiel has a LL.B from Osgoode Law School, an LL.M from Cambridge University and
a Certificate in Mining Law from Osgoode Hall. She also has her ICD.D designation from The Institute of Corporate Directors. Ms. Yaskiel is a member of the
Board of Directors of the Canadian Breast Cancer Foundation (Ontario Region). She also sits on the Advisory Board of the Girls 20 Summit.