|
"Where
the rubber hits the road"
legal
& financial reality
ARCHIVED
here: www.lwlaw.com (under the
"About the Firm", "Publications" heading)
When:
February 24, 2004 –
6:20 p.m.
Where:
Main
Boardroom, LaBarge Weinstein llp,
515
Legget Drive, Suite 800, Kanata, Ontario
What: a
seminar on Legal and Financial issues by a team of experts
from LaBarge Weinstein llp
click on the following
for details agenda,
presenters
Target Audience:
Particular interest to those with an entrepreneurial
spirit, this seminar is jointly sponsored by EMS and AICN
Chapters.
Cost:
IEEE members and guests who register free. Do a
favour to a colleague and invite them to participate.
Membership forms will be available. Become
a member at www.ieee.org
Register (before Feb 21, 2004)==>: ModaSolution.
For more information
please call John Grefford at 613-839-1108 or (preferably) Grefford@ieee.org
Agenda
6:20 – 6:40
Registration (& Networking)
Call to Order
Introduction
6:44 – 6:55 Mike Dunleavy will start the evening with a brief
introduction of LaBarge Weinstein LLP and the evening’s panel of
speakers. Mike will
follow with an overview of the highs and lows of the high technology
market in Ottawa for 2003, including the results of LaBarge
Weinstein’s 2003 technology deal survey, and business prospects
for 2004.
6:55 – 7:05
Who owns my idea? –Employer v. Employee
Shane McLean will present an overview of the subject of
employment law as it relates to innovations and their ownership.
This will be discussed from two perspectives: that of the
employer and that of the employee.
From the employee perspective, Shane will discuss legal
issues surrounding the use of the intellectual property (“IP”)
of prior employers, creation of IP in one’s “spare time”, and
concerns regarding employment contracting. From the employer perspective, Shane will address some of the
essential protections that the employer needs to put in place with
employees to preserve the value in an employer’s IP.
7:05 – 7:15
Going it alone? –
Structuring your Business for Best Results
Lucia Di Primio will speak on the topic of structuring your
business and your business holdings from the tax and estate planning
perspective. Lucia will
touch on the relative advantages and disadvantages of using both
partnerships and corporations to operate your business.
The benefits of forward-looking estate planning, including
the tax benefits of family trusts, will be highlighted.
Some interesting recent developments in tax laws will be
noted.
7:15- 7:25
The Family Jewels – Obtaining and Protecting Technology
Marcia Mills will discuss strategies for obtaining IP from
third parties. A
typical scenario involves a former employee who wishes to obtain an
underutilized IP asset from a former employer.
Methods of securing these IP rights will be discussed,
including releases, licenses and IP transfers.
Marcia will also address concerns regarding the use of
“open source” third party IP and will end with a brief
discussion of best practices in technology contracting for IP
protection.
7:25 – 7:35 Keeping the Dream Alive – Bootstrapping and the Start-Up
Company
Prashant Watchmaker will
discuss bootstrapping in high tech companies.
Some of the business and legal trials and tribulations of
being a start-up technology company in these turbulent times will be
addressed as will some of the methods used by companies to survive
these times. Some of the funding resources available to assist
emerging businesses will be discussed, including R&D tax
credits, IRAP funding, small business and other sources of funding
for early stage companies. Other,
non-monetary, resources available within the entrepreneurial network
in Ottawa will also be addressed, as will the use of shares as a
means for the compensation of founding employees.
7:35 – 7:45 Panning for Gold – Seeking Third Party Financing in
Today’s Market
Paul Amirault
will discuss financing methods and trends in the current market.
Paul will address venture capital financing strategies and
financing terms, explaining some of the principal legal and business
considerations in a typical equity financing transaction.
Expectations of company founders and VCs in the current
market will be discussed with reference to the results of the
LaBarge Weinstein 2003 technology deal survey.
7:45 – 8:15 Conclusion and Q&A
Mike Dunleavy
will make some brief concluding remarks and then moderate a
Q&A session between the audience and the panel of presenters.
Participants are encouraged to take the opportunity to ask
questions and present ideas of special interest on any legal topic,
not just those covered in the presentations.
The
Presenters
Paul Amirault
Paul Amirault is a
founding member and partner of LaBarge Weinstein LLP. Paul
practices corporate and securities law, with an emphasis on equity
financings and mergers and acquisitions for the technology sector.
Paul represents emerging growth companies, established technology
businesses, underwriters and venture capital funds. He has been
involved in numerous public offerings, has considerable experience
in venture capital and other private financing transactions and has
worked on many takeover bids, mergers, acquisitions and
divestitures. Paul also advises clients with respect to corporate
and securities regulatory matters, including stock exchange rules.
Clients with whom Paul works include Calian Technology Ltd., Dynex
Power Inc., and GSI Lumonics Inc., as well as Natural Convergence
Inc., Seaway Networks Inc., and webHancer Corp.
Paul is a 1993
graduate of Osgoode Hall Law School.
Mike Dunleavy
Mike Dunleavy is a
partner of LaBarge Weinstein LLP,
having joined the firm July 2000, after seven years of practice on
Bay Street in Toronto. Mike's clients include small and large
technology companies, venture capital firms and investment banks. He
has represented purchasers and vendors in a variety of mergers and
acquisitions, issuers and underwriters in public offerings, and has
substantial experience in venture capital and other private
financing transactions. Mike also has an extensive background in
technology contracting, including the drafting and negotiating of
agreements for the licensing, development and distribution of
technology and the outsourcing of technology services. Clients with
whom Mike currently works include ZIM Corporation, MetroPhotonics
Inc., Protus IP Solutions Inc., Critical Telecom Corp. and Cloakware
Corporation, among others.
Mike is a 1993
graduate of the Faculty of Law of the University of Toronto and a
1986 graduate (with highest honors) of Carleton University in
Ottawa, where he won the Senate Medal for Outstanding Academic
Achievement. Prior to joining LaBarge Weinstein LLP, Mike was an associate in the Toronto office of McCarthy Tétrault
LLP.
Lucia Di Primio
Lucia has been an
associate with LaBarge Weinstein LLP,
a business law firm, since being called to the bar. Lucia’s
practice involves a variety of business law areas with a focus on
taxation issues. Lucia also has expertise in the area of wills and
estate planning. Lucia
participates in corporate, securities and taxation matters,
including mergers and acquisitions, private equity placements,
public financings, stock incentive plans, shareholder arrangements
and technology related transactions. Lucia has provided legal
assistance to public companies such as Accelio Corporation, JDS
Uniphase Canada Ltd., Adherex Technologies Inc., AIT Advanced
Information Technologies Inc., GSI Lumonics Inc. and MGI Software
Corp.
In providing legal
services, Lucia draws on a pre-law academic background in business
administration. She holds a Bachelor’s degree in Administration
and a Master’s degree in Business Administration, both from the
University of Ottawa. Lucia also received her law degree from the
University of Ottawa’s Faculty of Law.
Shane McLean
Shane McLean has been
with LaBarge Weinstein LLP
since July of 2000. During that time, Shane has been involved in
transactions covering all areas of the firm's practice. Shane has
had extensive experience in public and private equity financings,
mergers and acquisitions, technology law, and employment law
matters. Shane's practice focuses on private financings and mergers
and acquisitions.
Member - Law Society
of Upper Canada
University of Ottawa Law School - LLB
University of Western Ontario -- B.A. (Administrative and Commercial
Studies)
Marcia
Mills
Marcia Mills focuses
exclusively on IT/IP related issues. Her area of practice includes
software licensing and acquisition, distribution (including sales
channels issues, OEMs, VARs and consumer/corporate licensing
programs), technology transfers, software development agreements,
electronic commerce, privacy issues and co-marketing and partnership
arrangements. She represents producers of information technology in
private industry.
Marcia received her
LLB from University of Ottawa and was called to the Bar of Ontario
in 1996. Prior to joining LaBarge Weinstein LLP,
she was in-house counsel for Corel Corporation.
Prashant Watchmaker
Prashant Watchmaker
joined LaBarge Weinstein LLP
as its first articling student in June 1997 and has been an
associate with the firm since his call to the bar in February 1999.
Prashant practices corporate law focusing on securities, corporate
finance and mergers and acquisitions. He is involved in private and
public equity and debt financings for technology companies from
start up through public offerings, assists companies with ongoing
securities compliance issues, including with respect to the
continuous disclosure requirements of provincial securities laws and
the policies of Canada's stock exchanges, and advises companies with
respect to their day-to-day legal requirements. Prashant also has
experience in domestic and cross border merger and acquisition
transactions, having participated in many of the largest
transactions in the Ottawa technology industry to date. Prashant
also practices tax litigation in conjunction with LaBarge Weinstein LLP's taxation
group.
Prashant
was called to the bar in February 1999.
LaBarge
Weinstein llp
LaBarge
Weinstein LLP
originated in 1997 out of the very deliberate decision of its
founding partners to establish a law firm that was business oriented
and has a business-based philosophy in the delivery of legal
services.
The Approach…
LaBarge Weinstein LLP
prides itself on being a “Business Law Firm”. In this regard, it
is business like in the delivery of services. We at LaBarge
Weinstein LLP
strive to attain a relationship with our clients which is more akin
to business partners. We combine business solutions within a
sensible legal context. We are sensitive to the costs and economic
objectives of our clients. In essence, the philosophy of LaBarge
Weinstein LLP is to quickly deliver solutions that are right and make sense.
The People…
LaBarge Weinstein LLP
consists of an energetic, dedicated group of professionals, literate
with current technologies in the accelerated delivery of services.
In searching for solutions, members of LaBarge Weinstein LLP have recourse not only to normal legal procedures and
methodologies but also draw on a broad network of experience and
related disciplines to achieve the desired result. Members of the
firm take the time to understand the business objective of their
clients and, in doing so, can more effectively suggest alternative
strategies and solutions.
The Focus…
LaBarge Weinstein LLP
has consciously and deliberately restricted the range of services
that it offers to clients. LaBarge Weinstein LLP is a Business Law Firm and its particular expertise is
specifically in the areas of corporate law, taxation, securities,
mergers and acquisitions, technology and commercial transactions.
Apart from tax litigation, the firm does not conduct litigation, but
rather will assist in the litigation process including participation
in mediation and selecting and instructing the counsel appropriate
in respect of any particular matter. Given the particular expertise
of the firm, its ability to select the appropriate counsel in each
instance is unfettered.
The Understanding…
LaBarge Weinstein LLP
is, in its demeanor, business and billing arrangements, cognitive of
the realities and competitive pressures of the marketplace faced by
its clients. From start-up enterprises to public companies, the
emphasis of LaBarge Weinstein LLP is to
provide value added services that enhance the competitive or
financial capability of its clients. The fee structure at LaBarge
Weinstein LLP is flexible and reflects a broader view than the normal restricted
hourly approach. The key underlying principle in the determination
of the appropriate fee is in fact the value of the services provided
and the benefit to the client for the services.
| 
