DAY 1 – Thursday, June 10, 2010

8:00 Registration Opens Coffee Served

9:00 Opening Remarks from the Chair

Randy Williamson, CA, CF, CSC
Partner, Aird & Berlis LLP

9:15 Obtaining Critical Information from Financial Statements to Protect Your Clients’ Legal Interests

Nicole Hensley, MS, CPA
Director, PricewaterhouseCoopers LLP

Financial statements contain a significant amount of information about a business’ structure and financial strength, which are highly relevant to lawyers whether in transactional work or litigation files. In order to communicate effectively with experts and to prepare important legal documentation and agreements, lawyers need to know how to properly decipher financial statements and where to find the necessary information. Attend this session and learn successful strategies for accurately interpreting crucial information that can protect your client’s legal position and enhance your credibility as a legal practitioner!

• Examining the purpose and use of financial statements
  • Balance sheet
  • Income statement
  • Cash flow statement
  • Notes to financial statements
• Knowing how the financial statements ought to be read together to determine financial strength and corporate structure
• Assessing assumptions and qualitative characteristics of financial statements
• Reading between the lines
  • What do financial statements reveal about deficiencies of accounting information?
  • Limitations and common misconceptions of financial statements
• Top 5 tips to keep in mind for assessing a company’s financial strength in the first 5 minutes

10:00 Strengthening Your Clients’ Legal Position by Identifying and Addressing Key Financial Issues

Francis R. Allen, MBA
Partner, Bennett Jones LLP

• What are standard practices and are they accepted practices?
• Analyzing book value vs. market value of financial statement entries
• Evaluating at LIFO vs. FIFO practices
• Assessing depreciable assets of a company
• Differentiating between capitalizing vs. expensing
• Understanding what the financial statements tell you about the status of a business’ inventory
• Defining a business’ goodwill and how that affects business valuations
• Measuring a company’s financial strength through EBIT and EBITDA indicators
• Delving into the cash flow and financial leverage capabilities of a business when preparing legal documentation
• Structuring and strengthening earn out agreements in business acquisitions

11:00 Networking Coffee Break

11:15 Financial Statement Analysis: What Lawyers Need to Know when Working with Financial Experts

Lee Anne Probert
Senior Manager, Financial Accounting Advisory Services
Ernst & Young LLP

Crucial financial information about your client’s or your opponent’s business can be extrapolated through detailed financial statement analysis. Lack of sophistication in the analysis can easily translate to inaccuracies in key legal documentation and weakened legal position. Using sample financial statements and case scenarios in this session, learn best practices for working with financial experts when determining a company’s profitability, insolvency, and overall financial performance.

• Assessing the level of financial statement analysis to undertake as a lawyer
• Top 10 questions to ask when working with an expert on financial statement analysis
• Understanding common methodologies of financial statement analysis
• Critically assessing past, future and comparative performances of a company
• Profitability
  • Examining the Income Statement to determine a company’s short-term and long-term profitability
• Solvency and Liquidity:
• Evaluating the Balance Sheet to ascertain a company’s ability to satisfy debt and cash flow
  • Measuring credit worthiness of a business
• Stability
  • Analyzing the company’s Income Sheet, Balance Sheet and other indicators and notes to measure its long-term stability

1:00 Networking Luncheon for Delegates and Speakers

2:15 Effectively Identifying Imbedded Red Flags in Financial Statements

Jeffrey C. Carhart, CSC
Partner, Miller Thomson LLP

Bruce S. Bando, CA•CIRP
Vice President, Grant Thornton Limited

Financial statements must be read in context of qualifying assumptions and factors. As lawyers, you need to be able to pinpoint questionable areas in the course of due diligence, drafting legal documentation and giving sound legal advice. Failure to identify and address red flags may be critical to your clients’ legal interests. Attend this session and examine how you can detect alarming issues, including:

• Who really has the controlling interest? Examining shares, loans and capital investments
• Unusual categories of debt or liabilities of a going concern
• Uncommon changes to financial statements from year to year
• Discrepancies between cash flow and reported earnings
• Suspicious entries and timing of such transactions
• Changes in auditors and auditing disagreements
• Large last minute transactions and corresponding financial results
• Apparent inconsistencies between the MD&A and the President’s letter
• Complex and confusing organization structures
• Anomalies in reporting and auditing practices

3:15 Networking Coffee Break

3:30 Financial Reporting: Determining the Accuracy of Financial Statements and Protecting Your Client’s Legal Interests

Peter Dent, CA•IFA
National Forensic & Dispute Services Practice Leader
Deloitte & Touche LLP

Gordon De Villiers
National Forensic & Dispute Services Manager
Deloitte & Touche LLP

• Keeping informed of the financial reporting players – management, auditor and reader
• Incentives and motivations at play in the preparation of financial statements
• Assessing common grey areas in the financial reporting process
• Understanding how financial statements may be manipulated through aggressive financial reporting
• Reviewing examples of falsified or fraudulent financial statements
• Considering the reliability of financial statements in a litigation setting
  • Audited vs. unaudited financial statements
  • Auditor’s report
• Best practices for working with financial experts in litigation

4:30 Closing Remarks from the Chair - Conference Adjourns

DAY 2 – Friday, June 11, 2010

8:30 Coffee Served

9:00 Opening Remarks from the Chair

Randy Williamson, CA, CF, CSC
Partner, Aird & Berlis LLP

9:15 Practical Insights for Lawyers to Assess a Company’s Financial Strength through Financial Ratio Analysis

Randy Williamson, CA, CF, CSC
Partner, Aird & Berlis LLP

Financial ratios are frequently relied on by lawyers and experts in M&As, lending transactions, insolvency and restructuring files, commercial litigation and shareholder disputes, net family property calculations, and more. Lawyers need to stay keenly aware of the purpose and use of key ratios in order to adequately represent clients and protect their legal interests. Through practical exercises and sample financial statements in this session, learn what financial ratios can reveal about a business’ financial strength, how they are derived, and how they ought to be used in the legal context.

• Delving into key financial ratio analysis principles
• Evaluating advantages and deficiencies of financial ratio analysis
• Examining what financial ratios can and cannot reveal about a business’ financial strength
  • Liquidity, debt, profitability, market, activity, capital budgeting ratios
• Utilizing financial ratios in the context of a business’ contractual obligations, shareholder agreements, and warranties, representations and covenants

10:30 Networking Coffee Break

10:45 Essential Business Valuation Principles: Better Knowledge, Better Lawyering

Paula Frederick, CA, CBV
Director, Litigation and Valuations, Navigant Consulting

Anna L. Di Cerbo, CA, CBV
Associate Director, Litigation and Valuations
Navigant Consulting

Placing a value on a business’ assets or shares can be challenging, yet is often required in a wide range of scenarios, whether in the context of transactional, litigation, or tax work. A solid understanding of the valuation process, underlying principles, valuation methodologies, and areas where professional judgement is required, will strengthen a lawyer’s ability to advise clients, represent clients’ interests, and communicate with experts and the Court. Attend this session and learn what you need to know about business valuations to be a more knowledgeable professional!

• Delving into the business valuation process from start to finish
• Understanding how financial statements and other information are used in business valuations
• Assessing essential business valuation principles every lawyer needs to know
• Common business valuation methodologies:
  • Income, Asset, Market
• Factors influencing the value of a business
  • Economic conditions
  • Industry analysis
  • Financial analysis of the business
• Evaluating normalization of financial statements
• Understanding how discounts and premiums may affect valuation
• Examining industry rules of thumb on business valuation
• Key areas for lawyers to focus on when reviewing a valuation report
• Analyzing valuation standards and the changes to the Rules of Civil Procedure of Ontario

12:00 Networking Luncheon for Delegates and Speakers

1:15 Planning Ahead: Implications of International Financial Reporting Standards (IFRS) on Lawyers’ Use of Financial Statements

Gale M Kelly, FCA
Partner, Professional Practice, Financial Institutions, KMPG

Ozench Ibrahim, CA
Associate Partner, Financial Institutions, KPMG

Accounting standards will convert to IFRS by 2011, bringing about significant implications to financial reporting practices and financial statements. Knowing what aspects of financial accounting and financial statements are being impacted is one way to ensure that you are accurately assessing a business’ financial strength, and properly updating legal clauses and agreements. Attend this session and stay up-to-speed with the key changes that will affect your use of financial statements, in order to sustain your financial proficiency and protect your clients’ interests!

• Assessing key impacts of IFRS on financial reporting processes lawyers need to know
• Examining what aspects of the financial statements will be changed under IFRS
• Identifying major differences between IFRS, Canadian GAAP and U.S. GAAP
• Delving into how are financial ratios and covenants changed under IFRS
• Analyzing a business’ financial statements prepared under IFRS and historic financial statements under GAAP
• Knowing which enterprises will be subject to IFRS principles
• Evaluating key legal documents and clauses that need to be updated
  • Credit and loan agreements
  • Purchase and sale agreements
  • Insolvency and restructuring documentation
  • MD&A
  • Shareholder agreements
  • Key warranties and representations
  • Disclosure documents

2:15 Networking Coffee Break

2:30 CASE STUDY - Strategizing, Strengthening and Advocating Legal Positions through Effective Analysis and Use of Financial Statements

Jennie Chan, CA•IFA
Director, Navigant Consulting

Lynn Correia, CA, DIFA
Associate Director, Navigant Consulting

Jennifer Cantwell
Stikeman Elliott LLP

Working with two real case scenarios and financial statements in this session, take the lessons learned from this conference into the real world. Critically examine financial and reporting issues that commonly arise in legal contexts, including earn-out arrangements, financial and cash flow issues, multiples and ratios, and identifying fraud or patterns of interest. Strengthen your financial analytical skills as a lawyer, in order to effectively represent and advocate for your clients’ legal and financial interests!

4:00 Closing Remarks from the Chair - Conference Adjourns