summit - Goodmans

SKILLS
4
th
EDITION
VENTURE
SUMMIT
January 11, 12 & 13, 2006
TORONTO
Leading-Edge Skills for Creating Value, Maximizing Returns, Fundraising
Successfully and Optimizing Exits for Venture Capital/Private Equity Deal-Makers
With over 35 seasoned deal-makers providing veteran expertise on
getting the deal done, this event is not to be missed!
PARTICIPATING ORGANIZATIONS
Allon Therapeutics Inc.
Blake, Cassels & Graydon LLP
Brightspark Ventures, L.P.
Burns Levinson Canada Co.
Burns & Levinson LLP
Canadian Institutes of Health
Research
CCFL Mezzanine Partners
EdgeStone Capital Partners
Ensis Management Inc.
Ernst & Young
Fonds de Solidarité FTQ
Goodmans LLP
Gowlings LLP
Greenstone Venture Partners
GrowthWorks Capital Ltd.
Heenan Blaikie LLP
i-Vantage Inc.
Jefferson Partners
J.L. Albright Venture Partners
Kilmer Capital Partners Limited
Linear Capital Corp.
Mercator Investments Limited
Mintz & Partners
MMV Financial
Momentum Technology
Neuro Discovery Funds
Quorum Group of Companies
Prefund
RBC Capital Partners
RoyNat Capital Inc.
Tera Capital Corp.
Trellis Capital Corporation
TSX Venture Exchange
VenGrowth Capital Partners Inc.
Ventures West Management Inc.
VIMAC Ventures LLC
CONFERENCE HIGHLIGHTS
Due diligence and risk management during the evaluation of both early- and
later-stage deals, including the latest thoughts on pricing and valuing the deal
as well as deal structuring
Developing a more systematic approach to assessing the management team
you are investing in
How to add value through the director selection process by recruiting
directors that can make a difference
Best practices & options for early-stage and follow-on rounds of financing
Working with stakeholders during the commercialization process
The latest issues facing U.S.-backed deals, including raising capital,
partnering and targeting sectors/industries
Using Capital Pool CompaniesTM to access financing
How to market a VC fund to retail investors
Current opportunities for offshoring the R&D operations of the emerging
companies you are investing in
Building the exit tactics into the term sheet and how to prepare for the actual exit
The latest developments in management buyouts (MBOs)
OPTIONAL WORKSHOPS
CROSS-BORDER INCOME SECURITIES
Stephen Pincus and Seymour Temkin
GOODMANS LLP
DOCUMENTING THE DEAL FROM TERM
SHEET TO CLOSING
Gary R. Shiff
BLAKE, CASSELS & GRAYDON LLP
“Good speakers, good content.”
- Mark Giuliani, CA, Finance Manager, Shire BioChem Inc.
“ business  legal publishing ”
“Good speakers with good actual experience...”
- Arshia Tabrizi, Partner, Tabrizi Law Office
Dear Colleague,
To be involved in venture capital today is to be at the forefront of change, working with emerging
companies that hold the potential to advance major innovation in biotech, life sciences, telecommunications, high-tech and software. Though, like any explorer of new and uncharted territory, venture
capitalists and private equity players must be careful to navigate the risks and opportunities when
analyzing and investing in emerging businesses. The do-or-die imperative to spot emerging trends
early on, create value, maximize returns, fundraise successfully and optimize exit opportunities is
inevitably a factor of time, resources, partnerships and seasoned expertise drawn from effective
business strategies and trusted market intelligence.
With this imperative to remain at the top of one’s game from the deal flow and assessment stage to improving the quantification of the risks and uncertainties inherent in the deal and finally, to a successful exit,
the key skill sets required of leading practitioners going forward have taken on greater importance.
This 4th edition of Federated Press’ Venture Skills Summit will bring together over 35 seasoned dealmakers engaged in venture capital and private equity transactions for an in-depth look at what it takes
to get the deal done. Attend this Summit and gain insights into:
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Due diligence and risk management during the evaluation of both
early- and later-stage deals
Developing a more systematic approach to assessing the management
team you are investing in
How to add value through the director selection process by recruiting
directors that can make a difference
Best practices & options for early-stage and follow-on rounds of financing
Working with stakeholders during the commercialization process
The latest issues facing U.S.-backed deals
Using Capital Pool CompaniesTM (CPCs) to access financing
How to market a VC fund to retail investors
Current opportunities for offshoring the R&D operations of the emerging
companies you are investing in
Building the exit tactics into the term sheet and how to prepare for the actual exit
The latest developments in management buyouts (MBOs)
Please don’t miss this learning opportunity designed and facilitated by leading players in Canadian and
American venture capital and private equity, representing such organizations as: Allon Therapeutics
Inc., Blake, Cassels & Graydon LLP, Brightspark Ventures, L.P., Burns Levinson Canada Co., Burns
& Levinson LLP, Canadian Institutes of Health Research, CCFL Mezzanine Partners, Dancap Private
Equity Inc., EdgeStone Capital Partners, Ensis Management Inc., Fonds de Solidarité FTQ, Goodman
and Carr LLP, Goodmans LLP, Gowlings LLP, Greenstone Venture Partners, GrowthWorks Capital Ltd.,
Heenan Blaikie LLP, IatroQuest Corporation, i-Vantage Inc., Jefferson Partners, J.L. Albright Venture
Partners, Kilmer Capital Partners Limited, Linear Capital Corp., Mercator Investments Limited, Mintz
& Partners, Momentum Technology, Neuro Discovery Funds, PENTOR Alliance Corporation, Quorum
Group of Companies, RBC Capital Partners, RoyNat Capital Inc., Tera Capital Corp., Trellis Capital
Corporation, TSX Venture Exchange, VenGrowth Capital Partners Inc., Ventures West Management
Inc. and VIMAC Ventures LLC.
Don’t miss out on this one of a kind networking experience. Register today by calling 1-800-363-0722.
We look forward to seeing you at the Summit!
Lise Ponton, Conference Director
P.S. Be sure to register for our optional workshops, where you’ll get a comprehensive overview of
income funds and income securities and of the key issues and documentation necessary to get from
term sheet to closing.
WHO SHOULD ATTEND:
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Venture capitalists
Investment funds
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Private equity investors
Corporate & intellectual property lawyers
Investment syndicates
Corporate finance specialists
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Buy out and merger & acquisition firms
CEOs, CFOs, business development executives, comptrollers,
treasurers, auditors, and accountants
representing data & telecommunications, software, internet,
biotech companies
Investment & commercial bankers
VENTURE
SKILLS
Tuesday, Wednesday & Thursday, January 11, 12 & 13, 2006 • Registration: 8:00 – 9:00
Wednesday, January 11th
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RISK MANAGEMENT & DUE DILIGENCE
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SESSION 1
Chair: Gordon C. McCauley, Partner
NEURO DISCOVERY FUNDS; and President & CEO
ALLON THERAPEUTICS INC.
The components of “price”
Current valuation methodologies and principles
The impact of non-compete/management contracts on value
Building pricing models, developing sensitivity analysis
and determining enterprise value
Attributes of a company and its market that
most affect valuation
10:45-11:00
NETWORKING BREAK
11:00-11:45
9:00-10:00
DUE DILIGENCE & RISK MANAGEMENT
IN DEAL EVALUATION
Steven Bloom, CFO
BRIGHTSPARK VENTURES, L.P.
Sandra Bosela, Principal, Equity Fund
EDGESTONE CAPITAL PARTNERS
Sunil Selby, Managing Director
TRELLIS CAPITAL CORPORATION
Once you have zeroed in on a business plan, the due diligence
process must go beyond a mere review of the historic financials.
Due diligence should quantify the risks and uncertainties inherent in the deal while assessing the potential to create value. Necessary for effective due diligence is a thorough understanding of
the target company, the markets and legal frameworks in which
it operates, as well as operational challenges it may face. This
presentation will review best practices for due diligence during
the evaluation of both early and later stage deals.
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Evaluation of the core value proposition: are sales, costs
and cash flow projections supportable into the future?
What are the value-added opportunities not previously
identified by management?
Product positioning and competitive threats/opportunities
Interviewing customers/suppliers
Validating business models and projections
Reducing the risk and leveraging resources
via deal syndication
10:00-10:45
PRICING & VALUATION STRATEGIES TO
DETERMINE THE WORTH OF A COMPANY
John Albright, Partner,
J.L. ALBRIGHT VENTURE PARTNERS
Steven Rayson, Valuation & Litigation Manager
MINTZ & PARTNERS
Determining a company’s value may be the most subjective
and controversial aspect of the negotiating process. Negotiations often deadlock between investors and entrepreneurs
because of the “valuation perception gap.” That is, a lack of
understanding the differences between an open market vs.
notional market context, and the impact on the various value
terms. This presentation will provide an overview of the valuation techniques that are currently being used today.
MODELS FOR SUCCESSFUL
DEAL STRUCTURES
Wanda M. Dorosz, Chair & CEO
QUORUM GROUP OF COMPANIES
Peter A. Allen, President
MERCATOR INVESTMENTS LIMITED
Aspirations are high and expected benefits great during the
deal’s outset, yet deals regularly underachieve because essential issues don’t get sorted out properly. That’s why deal
structuring is essential for mitigating risk, minimizing losses
and making a good investment even better. This presentation
will explore the dynamics of four deal environments.
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Initial first-time investors
Follow-on investors
Purchase and sale transactions and ordinary course
versus distress versions of the above
Appropriate uses of debt, quasi-equity and equity
in architecting model deal structure
Deal “must-haves” versus “nice-to-haves”
The dynamics of two-party deal structures vs.
multi-party deal structures
11:45-12:30
KEYS TO A SUCCESSFUL
MANAGEMENT TEAM
Gordon C. McCauley, Partner, NEURO DISCOVERY FUNDS
and President & CEO, ALLON THERAPEUTICS INC.
Defining, accessing, managing and providing an
incentive to management teams is central to successfully investing in any business. In particular,
the old tendency by venture capitalists and private
equity practitioners to rely solely on “gut feel” when assessing management is being replaced by systematic and focused
diligence. Today, assembling and motivating the leadership
team as the cornerstone of any financeable business plan has
become a question of:
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Balancing strengths and weaknesses, needs and
wants in growing and declining businesses
Corporate culture: how do you sow its seeds and get it right?
Dealing with founders, builders and managers
Avoiding and managing founder’s disease
Must-haves for the perfect CEO: presentability, tenacity,
creativity, integrity and ruthlessness
4th edition Venture Skills Summit • January 11, 12 & 13, 2006 •
1 800 363 0722
DUE DILIGENCE • PRICING & VALUATION • DEAL STRUCTURING • MANAGEMENT TEAM DUE DILIGENCE
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Planning for success and succession
Management incentives in a post-Enron world
12:30-1:30
LUNCH
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3:30-4:00
SESSION 2
Wednesday, January 11th
FINANCING & NEGOTIATING THE DEAL
Chair: David Levi, President & CEO
GROTHWORKS CAPITAL LTD.
1:30-2:30
ADDING VALUE THROUGH THE DIRECTOR
SELECTION PROCESS
Ted Anderson, Partner
VENTURES WEST MANAGEMENT INC.
Howard Sutton, Partner
TERA CAPITAL CORP.
NETWORKING BREAK
4:00-4:45
HOW TO MARKET A VC FUND TO THE
RETAIL INVESTOR
Richard Kinlough, Co-President
CCFL MEZZANINE PARTNERS
Silvio Marsili, Managing Director, Equity
ROYNAT CAPITAL INC.
Michael Wolfe, Partner
VENGROWTH CAPITAL PARTNERS INC.
Less dilutive than equity, subordinated debt/mezzanine capital
is intended to fill the gap created when limited equity and fully
utilized bank facilities are insufficient to fully fund a transaction.
Exploring the dynamics of three recent subordinated debt/
mezzanine deals to mid-market companies, this presentation
will utilize the case study approach to elaborate on lessons
learned at the financing and exiting stages.
Getting the initial capital to execute the business plan can be the
most critical, but often the most difficult round of financing. Many
companies fail early because of inadequate financing. However,
it’s just as important to navigate through raising follow-on rounds
of financing once that initial capital hurdle has been overcome.
This presentation will cover the range of debt and equity options •
available to the venture capital/private equity provider during the
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early-stage and follow-on rounds of financing.
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Types of companies best positioned to take
advantage of CPC financing
Evaluating the pros and cons
The Exchange requirements
Best practices for creating the CPC, selling the shares,
announcing the acquisition, preparing for the vote
Taking a long-term view
Typical terms and conditions
Factors that influence investment decisions:
initially and subsequently
What instruments should you use?
Should you encourage or discourage tax-driven
financing and/or government programs?
Keeping the original investors on board for
subsequent rounds
What new investors are looking for in the next
round of financing
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Preferred investment parameters of the three risk capital
providers and how they were applied to the three deals
Risks, challenges and mitigants in completing
the financings
Exit details: private sale vs. IPO (income trust)
Changing market conditions and emerging trends
2:30-3:30
USING CAPITAL POOL COMPANIESTM
(CPCS) TO ACCESS FINANCING
Ungad Chadda, Team Manager, Ontario Listed Issuer
Services and National Manager
NEX, TSX VENTURE EXCHANGE
Ray Kindiak, Partner, LINEAR CAPITAL CORP.
Emerging companies that are too small to directly access
the traditional IPO market now have a new approach to accessing public financing through Capital Pool CompaniesTM
(CPCs). In 2004 alone, $76.5 million was raised by CPCs and
87 CPCs were listed on the TSX Venture Exchange. A flexible
and straightforward solution, the CPC structure allows emerging companies to build momentum and raise capital for the
purpose of identifying a qualifying transaction and ultimately
obtain a full listing on the Exchange. This panel will explore
the TSX Venture Exchange’s role in fostering the growth of this
method of financing as well as offer best practices for working
with this method of financing.
SPONSORSHIP OPPORTUNITIES
Maximize your company’s visibility in front of key decision-makers in your target
market! Federated Press events are attended by those with the seniority and authority to change the way their organizations operate. For sponsors this means an
unparalleled opportunity to raise your profile before a manageable group of senior
decision makers. There are a wide range of sponsorship packages, which can be
customized to fit your budget and marketing objectives.
Contact Nayla Costandi at: 1-800-363-0722 ext. 244 for more information.
PROCEEDINGS CD - ROM
Full video of conference included on CD
Audio/Video segments clickable slide by slide
Papers and overheads also included
Print any of the material for your own use
4thth edition Venture Skills Summit • October
January 18,
11, 12
19 & 13,
20, 2006
2005 •
1 800 363 0722
FINANCING THE DEAL • CAPITAL POOL COMPANIES TM • SUBORDINATED DEBT/MEZZANINE CAPITAL
SESSION 3
11:00-11:T45
Thursday, January 12th
PARTNERSHIPS
Chair: Silvio Marsili, Managing Director, Equity,
ROYNAT CAPITAL INC.
9:00-10:00
THREE RECENT DEALS: LESSONS LEARNED
AT THE FINANCING & EXITING STAGES
Hugues Lacroix, Investment Director
FONDS DE SOLIDARITÉ FTQ
David Levi, President & CEO
GROWTHWORKS CAPITAL LTD.
With today’s investors demanding much more from the directors of start-ups, the selection process becomes even more
critical. The role of the director is multi-faceted - a combination of mentor, regulator, cheerleader, authority figure and
company ambassador - and requires the right mix of skills and
experience in order to provide value. However, limited resources, unlimited risks, non-independent directors and confused
expectations are just some of the factors that need to be taken
into account in the selection process. Drawing from case studies, this presentation will offer practical advice about recruiting
directors who can make a difference.
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Understanding the role
Skills required of an early-stage director
The optimal make-up of an early-stage board
Decisional information and the management report
Challenge of finding an independent director
and selecting additional directors for the board
Evaluating external directors and establishing
executive compensation
10:00-10:45
DELIVERY ON RESEARCH:
WORKING WITH STAKEHOLDERS
Dr. David Brener, Director, Industry Programs
CANADIAN INSTITUTES OF HEALTH RESEARCH
WHAT U.S. VCS ARE LOOKING FOR
IN A CANADIAN DEAL & HOW TO
PARTNER WITH THEM
Bernhardt Zeisig, Director
VIMAC VENTURES LLC
Richard Osborn, Partner
GREENSTONE VENTURE PARTNERS
David Folk, Managing General Partner
JEFFERSON PARTNERS
With more venture money than ever under management in the
U.S., U.S. firms are looking to Canada. Moreover, as Canadian
VCs are slowly weaning themselves from their historical reliance
on IT, there is increased opportunity for capitalizing on crossborder investments. This panel presentation will bring together
the most active U.S. VC in Canada, an emerging Canadian biotech company recently financed by an American VC group and
Canadian VCs working on syndicated deals with U.S. counterparts, to explore the latest issues in U.S.-backed deals.
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What U.S. VCs are looking for in a Canadian deal:
spotting the top plays and picking the winners
Approaching, negotiating, structuring and closing
the cross-border venture capital deal
Keys to structuring cross-border investments
and partnering agreements
Use of exchangeable shares
What to expect from your new U.S. VC investors
Creating successful partnerships and
co-sourcing relationships
How U.S. VCs are changing the terms of Canadian VC deals
Target sectors and industries: are early- or
middle-stage investments interesting?
11:45-12:30
CASE STUDY: APPROACHING, NEGOTIATING,
STRUCTURING & CLOSING A CROSSBORDER VENTURE CAPITAL FINANCING
Leonard M. Gold, Managing Director
BURNS LEVINSON CANADA CO./BURNS & LEVINSON LLP
Josef B. Volman, BURNS & LEVINSON LLP
Daniel Lacelle, GOWLINGS LLP
Eric Levy, HEENAN BLAIKIE LLP
The Canadian Institutes of Health Research is
Canada’s premier health research funding agency U.S. venture capital funds investing in Canadian companies are
and funds over 8,500 researchers in universities, teaching becoming more common. What Canadian deal-makers should
hospitals and research institutes across the nation. It is more know when co-investing with U.S. VC firms has become a hot
than a research funder however, as it also works to foster com- topic. This discussion will detail the special issues that arise in
mercialization, witnessed by its coherent suite of programs to a cross-border transaction by reviewing a hypothetical crosshelp move research discoveries from the academic setting to border financing of a Canadian company.
the marketplace. This presentation will highlight CIHR’s technology partnering process and provide tips to working with •
What are the legal elements of a cross-border deal
stakeholders.
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How do they differ from a Canadian transaction
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Use of exchangeable shares
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Overview of CIHR’s technology partnering programs
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Retention of CCPC status for R&D tax credits
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Partner industries: pharma, biotechnology, life sciences
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Satisfying the specific requirements of the U.S.
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Turning knowledge into action by building
and Canadian VC investors
strategic partnerships
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Role of the VC in technology partnering
12:30-1:30
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Protecting IP assets
LUNCH
10:45-11:00
NETWORKING BREAK
4thth edition Venture Skills Summit • October
January 18,
11, 12
19 & 13,
20, 2006
2005 •
1 800 363 0722
CROSS-BORDER DEALS • MARKETING THE VC FUND TO THE RETAIL INVESTOR • OFFSHORING & GLOBAL MARKETS
SESSION 4
3:15-3:30
Thursday, January 12th
NETWORKING BREAK
MAXIMIZING VALUE & SUCCESSFUL
EXIT STRATEGIES
PREPARING THE COMPANY FOR AN EXIT
Chair: Brent Holliday, Partner
GREENSTONE VENTURE PARTNERS
1:30-2:30 T
BEST PRACTICES IN FINANCING: FROM
INITIAL CAPITAL TO GETTING TO
THE NEXT ROUND OF FINANCING
O. Ken Bicknell, Vice President
ENSIS MANAGEMENT INC.
Brian Hedrey, Senior Vice President
MMV FINANCIAL
Retail venture capital funds - also known as labour sponsored
investment funds (LSIFs) - are now available to Canadian investors coast-to-coast. However, investors must be in it for
the long haul if they wish to profit from this asset class, as the
return potential is long-term (about five to six years after fund
inception). This presentation will provide a roadmap to VC fund
managers on how to break through the clutter and be noticed
by the capricious retail investor.
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Planning and budgeting
Targeting and segmenting customers and
distribution channels
Advertising and public relations tactics
Sponsorship marketing ideas
Shareholder communication strategies
ROI assessment techniques
2:30-3:15
OFFSHORING & GLOBAL MARKETS:
APPROACHES FOR A GLOBAL
START-UP PORTFOLIO
Brent Holliday, Partner
GREENSTONE VENTURE PARTNERS
Pankaj Aggarwal, Founder
MOMENTUM TECHNOLOGY
Amit Maheshwari, President,
I-VANTAGE INC.
Offshoring, defined as the substitution of foreign for domestic
labour, has attracted the attention of venture capitalists as presenting a viable opportunity for reducing development time and
minimizing precious investment capital. With falling communication costs, the Internet and other technological advances, operations such as R&D are vulnerable to relocation to China, India
and Eastern Europe. This panel will explore the current opportunities for Canadian start-ups to leverage cheaper foreign labour,
the key considerations in offshoring, as well as guidelines for
penetrating these enormous emerging markets.
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Pros and cons of offshoring your company’s
operations or R&D
Setting up the initiative and steps to take for
leveraging the global talent
Pitfalls to watch out for
Key considerations for accessing the global markets
3:30-4:15
François Tellier, Senior Vice President,
ERNST & YOUNG
With the growing complexity of venture capital transactions
there are increasing concerns regarding the timing and processes involved in completing the deals and the increased potential for the complex structures to impact the exit transaction.
VCs have at their disposal various options for liquidating holdings while achieving the maximum possible return. However,
depending on the market conditions and industry trends, profitable exit strategies may vary. This presentation will outline
best practices for timing the exit, building exit tactics into the
term sheet and how to prepare for the actual exit.
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Anticipating the legal issues that will arise in the
deal itself and the ultimate exit
Impact of current market conditions and trends
on exit strategies
Triggering shareholders agreements: what is the impact?
Controlled auctions
Using income trusts as an exit strategy:
opportunities and challenges
Liquidity delays
Rights of first refusal/rights of first opportunity
Defaulting shareholders and insolvency/
restructuring scenarios
4:15-5:15
MANAGEMENT BUYOUTS (MBOS)
Richard Bradlow, Managing Director,
PREFUND
Anthony Sigel, Managing Partner
KILMER CAPITAL PARTNERS LIMITED
Tony Manastersky, Managing Partner - Mezzanine
RBC CAPITAL PARTNERS
MBOs have become an increasingly popular way for shareholders in private companies to find an exit without the problems
associated with a trade sale. However, affecting an MBO is a
complicated process requiring significant capital and expertise. As the management buyout usually takes up to 12 months
to reach completion, it is vital that the management team continue to manage the business in a professional manner during
what will become a busy and time-consuming process. This
session will look at the latest developments in MBOs, while
outlining key skills required for making the deal successful.
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Assessing the MBO candidate
Pricing an MBO
Structure of an MBO
Raising financing
Due diligence considerations
Legal considerations
Public to Private deals
Exit routes
Best practices for forging the partnership between
financiers and management
Management’s carry and financial contribution:
expectation versus reality
4thth edition Venture Skills Summit • October
January 18,
11, 12
19 & 13,
20, 2006
2005 •
1 800 363 0722
1
OPTIONAL
OPTIONAL
2
WORKSHOP
WORKSHOP
CROSS-BORDER INCOME SECURITIES
DOCUMENTING THE DEAL FROM TERM
SHEET TO CLOSING
Friday, January 13th, 2005 – 9:00 - noon
Stephen Pincus and Seymour Temkin
GOODMANS LLP
Strong investor demand for income funds continues to attract
U.S. companies to the cross-border income securities structure.
Like income funds, income securities can be used for an IPO by
a privately-owned business or for a conversion by an existing
public company. Often such businesses are owned by private
equity funds that need to realize on their investments within a
certain time period. Since the Canadian market values income
funds and income securities primarily on the basis of their cash
distributions, these structures may provide a more attractive
exit option than a private sale or a conventional IPO. This intensive, interactive workshop will give participants a comprehensive overview of income funds and income securities. Topics to
be covered include:
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What income securities are and the factors
that made them possible
Why income securities are an attractive
path to liquidity for private equity funds
The anatomy of cross-border income securities
How broad and deep is the market?
Process and timeline: what is the critical
path to execution?
Possible structures and their respective attributes
U.S. and Canadian tax considerations
Accounting and securities issues
A sponsor’s rights and obligations
under this structure
Key success factors: what makes a
successful IPO?
Case studies
Stephen Pincus is a Partner, Executive Committee Member and Chair
of the Income Funds Group at Goodmans LLP. He has an extensive
practice in corporate finance, M&A, private equity, project finance,
health care and international transactions. He is identified as a leading practitioner in The Canadian Legal LEXPERT Directory, Chambers
Global’s The World’s Leading Lawyers and Global Counsel’s Equity
Capital Markets Handbook. Stephen has played a leading role in the
Canadian income fund sector, including advising on the first publicly
listed trust to own operating businesses, the first cross-border REIT,
the first cross-border income fund and the first income securities offered solely in Canada. He has acted on all Canadian cross-border income securities transactions completed to date, as well as the largest
IPO, largest bought deal and the first mutually initiated merger in the
income fund sector. He has a MBA and LLB (Gold Medalist) and is an
author of The Canadian REIT Handbook.
Seymour Temkin is a Senior Business Advisor and member of Goodmans’ Income Funds Group. He provides strategic and business
advisory services to public and private companies and investors in
real estate and a broad range of other industries. Widely regarded as
a pioneer in the Canadian real estate income trust sector, Seymour
headed the Canadian real estate practice of Deloitte & Touche LLP for
15 years and has 30-years of public accounting experience. Seymour
is credited with the creation of numerous successful income funds
from conception, through due diligence, to their public listing and
growth. Seymour is a Chartered Accountant with an FCMA designation and Bachelor of Commerce degree.
Friday, January 13th, 2005 – 1:30 - 4:30
Gary R. Shiff
BLAKE, CASSELS & GRAYDON LLP
Getting the term sheet right is extremely important in today’s financing market, as it will be used as the basis for later rounds, especially relative to dilution issues. Build on what you have learned
from the conference and join this workshop for an in-depth look
at how to negotiate the term sheet in today’s market.
This interactive workshop will bring you up to date on the latest Canadian and U.S. trends in VC financings of technology
companies and include a detailed overview of the key issues
and documentation necessary to get from term sheet to closing, including:
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Current trends in ‘A’ round and follow-on
rounds in Canada and the U.S.
Cross-border legal and tax issues for U.S.
and Canadian investors
Special issues arising in due diligence of
technology companies relating to intellectual
property and employment matters
Detailed overview of key drafting issues in
principal deal documentation including term
sheet, share provisions, subscription
agreement, shareholders agreement and
registration rights agreement
Gary Shiff is a Partner in the Business Group in the Toronto office of
Blake, Cassels & Graydon LLP. An emphasis of Gary’s practice is to provide corporate and commercial advice to a diverse base of multi-national and privately held mid-market corporations. In addition, he has been
involved in acquisitions and divestitures in Canada and the U.S. He assists clients in a wide spectrum of industries, including those involved
in software development, manufacturing, recycling, construction, business services and financing to the private sector. Gary acts for a number
of venture capital firms providing second and later stage financing to
private companies. Gary has taught corporate and commercial law at
the Bar Admission Course and, since 1991, has been head of the Business Law Section of the Law Society of Upper Canada Bar Admission
Course. He has spoken at conferences and seminars on various topics,
including legal drafting, contractual due diligence, venture capital and
financing for private corporations. He has also been a speaker at various
continuing legal education programs sponsored by the Law Society of
Upper Canada, Osgoode Hall Law School and other continuing legal
education providers. Gary received a BSc. Degree from the University
of Toronto in 1973 and received his LLB. from the University of Western
Ontario in 1977. He was admitted to the Ontario bar in 1979 and upon his
call to the bar was appointed a law clerk to the Chief Justice of Ontario.
Gary joined Blakes in 1988 and has been a partner in the Business Law
Group since 1990.
4thth edition Venture Skills Summit • October
January 18,
11, 12
19 & 13,
20, 2006
2005 •
1 800 363 0722
SKILLS
4
th
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VENTURE
SUMMIT
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