January 25, 26 and 27, 2011


Fasken Martineau
Stock Exchange Tower
800 Victoria Square, 37th Floor
Montreal, QC, Canada

Event participants:

Diane Bertrand, Sylvie Bourdeau, Gabriel Castiglio, Catherine Isabelle, Caitlin Rose, Louis H. Séguin

• Do you need to amend the articles of the companies incorporated under Quebec law?
• Are your by-laws suited to the new environment?
• What impact will the new Act have on unanimous shareholders agreements?<
• What should you know about transitional law?

Our Fasken Martineau team has identified the main consequences of the new Business Corporations Act (Québec) on the incorporating documents, by-laws, and unanimous shareholders agreement of existing companies. We'd like to share the results of our analysis with you. Every situation is unique, but we intend to tackle these issues in a practical way.

Public Corporations' Session: January 25, 2011
Speakers: Catherine Isabelle, Gabriel Castiglio and Louis Séguin

During this session, particular emphasis will be placed on the following topics:

• Interesting changes to articles of incorporation
• What to do with general by-laws
• Elements of corporate governance to reconsider: delegation, the broadened defence of prudence and diligence and conflicts of interest
• Managing increased disclosure and rights and recourses of minority shareholders

Private Issuers' Session: January 26, 2011
Speakers: Caitlin Rose, Diane Bertrand and Sylvie Bourdeau

During this session, particular emphasis will be placed on the following topics:

• Dealing with existing veto rights for certain classes of shares
• Protecting the redemption value of rollover shares in the absence of accounting tests
• The power of non-voting shareholders
• Access to the unanimous shareholders agreement
• Recommendations on drafting corporate resolutions

Investors' Session: January 27, 2011
Speakers: Caitlin Rose, Diane Bertrand, Sylvie Bourdeau and Louis Séguin

During this session, particular emphasis will be placed on the following topics:

• Protecting the redemption value of investment shares in the absence of accounting tests
• Adapting your list of management/veto rights
• The power of non-voting shareholders
• Protecting the confidentiality of unanimous shareholders agreement<
• The decline of the share certificate

Schedule

January 25, 26 and 27, 2011

8:15 a.m. to 8:30 a.m.    Registration and breakfast
8:30 a.m. to 10:00 a.m   Conference and Q/A

Places are limited; reserve yours now.

Please note that an application to have this event recognized as a mandatory continuing education activity has been submitted to the Québec Bar.

For more information:

Steeve Nadon
514 397 5182