of Insolvency and Restructuring

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Presented by Insight Information Register Before July 4, 2008 And Save $200!

Andrew s Club and Conference Centre 150 King Street West, Toronto Jeffrey C.

Rosenberg Paliare Roland Rosenberg Rothstein LLP Program Chair ; Coordinator,

LLP Ben Pickering Mesirow Financial Consulting LLC (New York) Waël Rostom McMillan LLP

Seigel Lang Michener LLP Bethune Whiston Morneau Sobeco Don t miss the pre-conference

Chow Greg Prince, CA, CIRP PricewaterhouseCoopers Inc. B: Fundamentals of U.S.

1 Presented by Insight Information Register Before July 4, 2008 And Save $200! CAIRP Members Save 15% 6th Annual Commercial Insolvency October 17, 2008 St. Andrew s Club and Conference Centre 150 King Street West, Toronto Jeffrey C. Carhart Peter Farkas RSM Richter Inc. Faculty List Linc A. Rogers Kenneth T. Rosenberg Paliare Roland Rosenberg Rothstein LLP Program Chair ; Coordinator, Restructuring & Insolvency Practice Group Jay M. Hoffman Jeffrey S. Leon Bennett Jones LLP Alex L. MacFarlane Fraser Milner Casgrain LLP Natasha MacParland Davies Ward Phillips & Vineberg LLP Ben Pickering Mesirow Financial Consulting LLC (New York) Waël Rostom McMillan LLP Susan Rowland Goodmans LLP Sheryl E. Seigel Lang Michener LLP Bethune Whiston Morneau Sobeco Don t miss the pre-conference workshops October 16, 2008 A: Fundamentals of Canadian Bankruptcy Law + Practice Milly Chow Greg Prince, CA, CIRP PricewaterhouseCoopers Inc. B: Fundamentals of U.S. and Cross-Border Bankruptcy and Insolvency Law Julia S. Kreher Hodgson Russ LLP (Buffalo, NY) Raj Sahni Bennett Jones LLP Marketing s Supported by Canadian Association of Insolvency Professionals Enroll Today! Call or fax Register online at

2 Sponsorship Opportunities If you are interested in displaying your company s products or services to high level key decision makers within your target audience, please contact: Daniel Moskowitz ext dmoskowitz@insightinfo.com Need additional information? Subscribe to. Gain online access to valuable conference papers and reports from any Insight conferences whether it s energy, environment, finance, legal, or any of the other sectors covered at Insight conferences by subscribing today to. Delegates will receive a set of original materials as well as online access to fully searchable conference papers through Insight s that will serve as an invaluable reference source. To find out more, or to receive a free trial subscription, please go to Dear Colleague, I am pleased to be working with Insight Information to present the 6th Annual COMMERCIAL INSOLVENCY AND RESTRUCTURING conference on October 17, These are challenging and exciting times to work in the insolvency and restructuring area. The serious tightening of the credit market, the high Canadian dollar, and contractions in the commercial real estate, construction and manufacturing sectors, for example, have given rise to an increase in restructurings and bankruptcies in North America. More are expected well into 2009 and beyond. The response to the Canadian asset-backed commercial paper (ABCP) crisis has once again put the Companies Creditors Arrangement Act (CCAA) in the news, and litigation is on many lips. Additionally, changes to legislation in Canada are now being implemented and will have significant impact on the rights of debtors and creditors. What does all this mean for insolvency and restructuring professionals? What is happening now? What can we expect in the year ahead? And what do you need to know to stay on top of it all? This program offers practical and detailed discussion and analyses of these and other questions. In-depth sessions on the most pressing issues will include: Insolvency and restructuring in North America: have the good bad times returned and what does this mean for insolvency professionals? Charting new waters with the CCAA? The Canadian asset-backed commercial paper (ABCP) restructuring and impact on future restructurings An analysis of the shifting priorities following an insolvency and the amendments to BIA and CCAA Issues and strategies in U.S./Canada cross-border restructurings Impact of General Chemical and Slater Steel decisions on pension and labour-related matters and on directors and officers Applying the Supreme Court of Canada (SCC) decision in Peoples Department Store Inc. to the imminent SCC decision in BCE Inc.: impact on D&O rights and liabilities? We have gathered an impressive group of insolvency and restructuring professionals and experts from Canada and the U.S. to provide their insights and advice on this ever- changing practice area. Two pre-conference workshops on Fundamentals of Canadian Bankruptcy Law + Practice and Fundamentals of U.S. and Cross-Border Bankruptcy and Insolvency Law are also being offered on October 16. These workshops have received outstanding evaluations from past attendees and are a must-attend event for those wishing to hone their skills in this complex and highly specialized practice. I look forward to seeing you in Toronto in October. Sincerely, ; Coordinator, Restructuring & Insolvency Practice Group Who Should Attend Bankruptcy, Insolvency Lawyers In-house Corporate Counsel Trustee and Insolvency Practitioners Corporate Recovery Managers and Directors Business Regeneration/Turnaround Specialists

3 Thursday October 16, 2008 In-depth Interactive Pre-Conference Workshops Fundamentals of Canadian Bankruptcy Law + Practice Milly Chow,, Greg Prince, CA, CIRP, Vice President, Advisory Services, PricewaterhouseCoopers Inc. WORKSHOP A 9:00 A.M. to NOON With the statutory intricacies of the CCAA, BIA and WURA, jurisdictional variation in interpretation of the CCAA, the relationship between various regimes, and strategic considerations, insolvency law is a highly specialized and complex practice. This interactive, hands-on, half-day workshop will provide the fundamentals of Canadian bankruptcy and insolvency law with a focus on identifying the key differences among the bankruptcy statutes and utilizing the different regimes to obtain the best results for stakeholders. Statutes to be covered include: Bankruptcy and Insolvency Act Canadian Business Corporations Act Companies Creditors Arrangement Act Provincial legislation including the Fraudulent Conveyances Act Winding-Up Act and the Assignment and Preferences Act MILLY CHOW is a in the Restructuring & Insolvency Group of in Toronto. She is an experienced commercial lawyer who has participated in the reorganization and/or sale or liquidation of insolvent businesses, both big and small and domestic and cross-border, and in a variety of industries, and has represented many different parties affected by the insolvency process. Milly is an active participant in legal education. She is a guest lecturer in the insolvency section of the Osgoode Hall Law School business intensive program, has been an instructor for the insolvency portion of the bar admission course given by The Law Society of Upper Canada, currently authors several chapters of the new 2006 reference materials for the bar admissions course in the areas of debt financing, secured transactions and insolvency, and was a workshop leader for Insight s insolvency workshops in 2006 and GREG PRINCE is a vice president in the Advisory Services practice of PricewaterhouseCoopers Inc. working in the Toronto office. He is part of the Corporate Advisory & Restructuring group. He has practiced in the areas of auditing and business assurance and taxation and currently specializes in the areas of corporate insolvency and restructuring and transactions advisory services. He takes part in the formulation and implementation of reorganization strategies, as well as the administration and restructuring of companies. He works with management, Boards of Directors and shareholders to develop turnaround strategies for troubled companies and is involved in the formulation and implementation of creditor realization strategies. He earned a CA designation in 1996 and is a Chartered Insolvency and Restructuring Professional (CIRP) and a licensed Trustee in Bankruptcy. 12:00 1:00 Light lunch will be served for delegates attending both workshops WORKSHOP B 1:00 P.M. to 4:00 P.M. Fundamentals of U.S. and Cross-Border Bankruptcy and Insolvency Law Julia S. Kreher,, Hodgson Russ LLP (Buffalo, NY) Raj Sahni,, Bennett Jones LLP Canadian lawyers are finding it necessary to have a basic understanding of the U.S. Bankruptcy Code and the key differences and implications between the U.S. and Canadian systems. This interactive, practical, half-day workshop will provide the crucial, need-to-know fundamentals and strategic information about U.S. bankruptcy law and cross-border issues. Key topics include: The United States Bankruptcy Code New Chapter 15 The Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 ( BAPCPA ) added to the U.S. Bankruptcy Code Section 18.6 of CCAA: the current Canadian cross-border insolvency regime The UNCITRAL Model Law JULIA S. KREHER is a at Hodgson Russ LLP. She concentrates her practice in bankruptcy, creditors rights, commercial litigation and cross-border insolvency matters, including experience with Chapter 15. She represents financially troubled companies, creditors, and other parties in all aspects of corporate restructurings or asset liquidations, both inside and outside of bankruptcy. She handles matters involving commercial property evictions, foreclosures, fraud, successor liability, officer and director liability, complex collection matters, and other litigation. RAJ SAHNI practises in the areas of bankruptcy, insolvency and corporate restructuring at Bennett Jones LLP. In his practice, Raj acts for insolvent corporations, creditors, bondholders, shareholders, trustees in bankruptcy, monitors, receivers and landlords in a variety of restructuring and insolvency related matters. His experience includes international insolvencies, receiverships, bankruptcies, Companies Creditors Arrangement Act restructurings and Bankruptcy and Insolvency Act proposals.

4 Friday October 17, :15 9:00 Registration and Continental Breakfast 9:00 9:05 Welcoming Remarks from Insight Information 9:05 9:15 Chair s Opening Remarks ; Coordinator, Restructuring & Insolvency Practice Group 9:15 10:00 Insolvency in North America: Have the Good Bad Times Returned? Ben Pickering Senior Managing Director Mesirow Financial Consulting LLC (New York) Overview of insolvency and restructuring in North America: What s happening now? What can we expect ahead? Dealing with current market conditions and impact on restructuring Differences between current market conditions in Canada and U.S. Cross-border issues and challenges 10:00 10:45 The Asset-Backed Commercial Paper Restructuring: Charting New Waters with CCAA? Jeffrey C. Carhart Jay M. Hoffman In March, 2008, the Ontario Supreme Court granted creditor protection under the Companies Creditors Arrangement Act (CCAA) to seven corporations that are issuers of $32 billion on non-bank sponsored asset-backed commercial papers (ABCP). This is the largest restructuring in Canadian history in terms of dollar value, as well as one of the most complex, and is the first time the CCAA has been used to restructure debt obligations on which recourse against the debtor corporations is limited to assets held by them in trust. This session addresses the restructuring and its impact on future proceedings. 10:45 11:00 Networking Coffee Break 11:00 11:45 Who s on First? What s on Second? How Did I End Up on Third? Analyzing the Priorities Game Following an Insolvency Peter Farkas Vice President RSM Richter Inc. Alex L. MacFarlane Fraser Milner Casgrain LLP Linc A. Rogers A review of shifting priorities: Crown, creditors and practical priorities Court-ordered charges: a fundamental change of the priorities landscape? Re-ordering of priorities by the pending amendments to BIA/CCAA 11:45 12:30 Pension and Labour-Related Issues in Insolvency Kenneth T. Rosenberg Paliare Roland Rosenberg Rothstein LLP Susan Rowland Counsel Goodmans LLP Bethune Whiston, Pension Practice Morneau Sobeco General Chemical: - enforceability of a lien under the Ontario Pension Benefits Act (PBA) over unpaid pension contributions and solvency deficiencies - digging the hole deeper for the PBA deemed trust - impact on future proceedings Slater Steel: - assessing claim that the actuary breached duties owed to plan beneficiaries by overstating plan assets - taking pension claims against officers and directors into uncharted territory - impact on future proceedings Collective agreements and contractual relationships: a shift in labour s bargaining power?

5 12:30 1:45 Networking Luncheon 1:45 2:30 Trends and Issues in U.S./Canada Cross-Border Restructurings Sheryl E. Seigel Chair, Business Restructuring & Insolvency Group Lang Michener LLP Additional speaker (U.S.) to be announced Looking at using jurisdiction to advantage through the example of the recent Chapter 15 case involving MuscleTech Meeting the requirements for recognition under Chapter 15 Recognition of foreign non-main proceedings under existing law and pending insolvency reforms in Canada Does mutual recognition of foreign insolvency proceedings mean the end of concurrent Chapter 11 and CCAA filings? Asset sales and the need for debtors and other stakeholders to understand and respect the differences in jurisdictional approaches and law 2:30 2:45 Networking Refreshment Break 2:45 3:30 D&O Rights, Obligations and Liabilities in a New Governance Environment Jeffrey S. Leon Bennett Jones LLP Natasha MacParland Davies Ward Phillips & Vineberg LLP Supreme Court of Canada s decision in Peoples Department Store Inc. and directors duties to a corporation: applying an insolvency case to a change-of-control situation in BCE Inc. Update and impact on the Supreme Court of Canada s decision in BCE Inc.: directors duties and the rights of bondholders Implications for scope of releases for directors and officers under CCAA arising from asset-backed commercial paper restructuring litigation 3:30 4:15 Current Hot Topics Case Law Updates Waël Rostom McMillan LLP Debtors and secured creditors: will there be a further shift in the balance of power in favour of debtors when the insolvency reform legislation comes into force this year? Are there adequate checks and balances on the extraordinary powers provided to management? One perspective on corporate governance after the Supreme Court of Canada s decision in BCE Inc. and its possible implications in insolvency proceedings Other recent and significant developments in insolvency and restructuring law, including: cases regarding plan voting procedures and consolidated plans of arrangements, allocation of DIP Loan costs, and claims trading in insolvency proceedings 4:15 Chair s Closing Remarks and Conference Concludes UPCOMING CONFERENCEs Regulatory Compliance September 18 19, 2008 Toronto Product Recall September 25 26, 2008 Toronto Fixed Income October 20 21, 2008 Toronto Major Business Agreements October 27 28, 2008 Chicago Aboriginal Law October 29 30, 2008 Toronto Commercial Insolvency November 4 5, 2008 Vancouver Canadian Law & Technology Forum November 17 18, 2008 Toronto Product Recall November 25 26, 2008 Vancouver

6 Presented by Insight Information Register Before July 4, 2008 And Save $200! CAIRP Members Save 15% 6th Annual Commercial Insolvency Five easy ways to register Call Fax Internet: order@insightinfo.com Mail Insight Information, 214 King Street West, Suite 300, Toronto, Ontario M5H 3S6 October 17, 2008 St. Andrew s Club and Conference Centre 150 King Street West, Toronto Workshops October 16, 2008 [ ] Yes! Please register the following delegate(s) (photocopy for additional delegates) Priority Code: 8283-PDF Mr. [ ] Ms. [ ] Name Title: Conference Code: CFC08283 Area of practice: Company: Hotel Reservations: The St. Andrew s Club and Conference Centre is conveniently located at 150 King Street West (the 27th floor), Toronto, ON. Tel: For overnight accommodation, please contact The Hilton Toronto, located at 145 Richmond St. West, Toronto, ON. Tel: or Fax: Please ask for the Insight corporate rate. Cancellation and Refund Policy: Refunds will be given for cancellations received in writing by September 26, 2008 subject to an administration fee of $ plus $10.00 GST for a total of $ If your fees have not been paid and you are cancelling, you are still liable for the cancellation fees of $ plus $10.00 GST for a total of $ Please note that if you register for the conference and do not attend, you are liable for the full registration fee unless you cancel within the period stated above. If you register after September 26, 2008, your order is firm. A refund will not be given; however a delegate substitution is welcome at any time. Special Offer: Send 4 people for the price of 3! Register 3 delegates for the main conference at regular price at the same time and you re entitled to register a fourth person from your organization at no charge. To take advantage of this special offer, payment for all delegates must be made with one cheque or credit card charge. Insight Reward Program: Attend multiple Insight conferences in 2008 and/or register during 2008 and save! Attend and/or register for a 2nd conference in the calendar year (January to December) and receive a 25% discount and attend and/or register for a 3rd conference and receive a 50% discount. Buy more and save! Privacy Policy: You may receive by mail, telephone, facsimile or information regarding products and services from either Insight Information or third parties with whom we partner. If you do not wish to receive such information from either Insight Information or third parties, please inform us by at privacy@insightinfo.com or by telephone at Business Address: City: Province: Postal Code: Telephone: [ ] Fax: [ ] Type of Business: #of Employees: Registrant s Signature Required: Signature Date Registration Fee: (Includes meals, documentation and, fully searchable online access to this conference s papers*) Please check your choice: [ ] early Bird Special for Conference Including Both Workshops $1, GST ($84.75) = $1, (Register and pay before July 4, 2008) [ ] regular Conference Price Including Both Workshops: $1, GST ($94.75) = $1, [ ] Conference Only: $1, GST ($64.75) = $1, [ ] Workshop A [ ] or B [ ] $ GST ($30.00) = $ [ ] Both Workshops $1, GST ($54.75) = $1, [ ] Special Offer CAIRP Members Save 15% Off the Regular Conference Price [ ] i would like to order an extra copy of the conference binder (1 conference binder is included in the registration fee) $ % GST [ ] Payment enclosed. [ ] Payment to follow. (GST Reg. # RT0001) [ ] Charge to my [ ] VISA [ ] AMEX [ ] MasterCard Card Number: Card Holder s Name: exp. Date: Signature: Date: * Please allow 4-6 weeks after conference for activation of login and password. Please Note: Full payment is required in advance of conference dates. Please make all cheques payable to Insight Information. If payment is made by credit card, your credit card statement will quote ALM Events Canada, Inc. as the vendor. INSIGHT reserves the right to change program date, meeting place or content without further notice and assumes no liability for these changes Insight Information

COMMERCIAL INSOLVENCY AND RESTRUCTURING

Presented by Insight Information 5th Annual SAVE $200! Register before July 20, 2007 CAIRP MEMBERS Save 15% COMMERCIAL INSOLVENCY AND RESTRUCTURING October 2, 2007 St. Andrew s Club and Conference Centre