CANADIAN SECURITIES
REGULATION COURSE

MAY 10, 2011

THE ESSENTIAL ELEMENTS OF CANADIAN SECURITIES REGULATION

The Regulatory Framework

• Securities commissions
• Stock exchanges
• Other SROs
• Securities Commissions’ enforcement and rule-making powers
• National Registration Regime
• Relationship between securities and corporate law

Recognizing a Securities Problem in Time

• Definitions
• Registration
• Prospectus – filing obligations
• Exemptions
• Continuous and timely disclosure
• Insider trading and reporting
• Take-over bid thresholds

HOW TO PREPARE A PROSPECTUS

• Planning
• Due diligence
• Cross country compliance
• Earnings forecasts
• Advertising
• IPOs
• Disclosure of executive compensation
• Accounting questions
• Underwriting agreements
• Opinions
• Multi-national offerings
• PREP/Shelf prospectuses
• Multi-jurisdictional disclosure system
• New developments

THE INS AND OUTS OF ‘EXEMPT’ FINANCINGS

• Private placements
• Discretionary rulings
• Resale restrictions
• Preparation of offering memoranda
• Rules for international private placements

MAY 11, 2011

DAY-TO-DAY SERVICING OF PUBLIC COMPANIES

• Timely disclosure and recent cases
• Financial disclosure
• Proxy rules
• Insider trading rules
• Relief from reporting obligations
• Management Discussion and Analysis
• Audit Committee and Auditors
• Stock option, stock purchase and other employee plans

CONTACTS WITH REGULATORS

• Securities Commissions
  • inquiries
  • obtaining "publicly available" information
  • applications
  • settling prospectus comments
  • hearings
  • policies
  • enforcement
• IIROC proceedings

TAKE-OVER BIDS

• Review of take-over bid rules
• Exemptions
• Open market purchases and other stock accumulation techniques
• Comparison of stock exchange and circular bids
• Activities of investment dealers
• Duties of target directors
• Defensive tactics
  • poison pills
  • lock-up options
• Related party transactions

Conference Materials

Participants in previous programs have commented enthusiastically on the Conference Materials you will receive. Organized and written by the Faculty and updated to reflect recent developments, it contains in a summarized and easy-to-use form, data and references applicable in day-to-day securities practice. For example, your Conference Materials will provide information such as…

• Extensive Canada-wide compilations of insider liability and reporting obligations and continuous disclosure filings
• Tabular and narrative information giving an overview of securities regulation
• A critical path timetable for a prospectus filing
• Overview on offering memoranda used in private placements
• Precedents for filings

… and much more

FACULTY

William K. Orr

Mr. Orr practices securities law as a Partner at Fasken Martineau DuMoulin LLP in Toronto and Montreal. He served as legal assistant to the Chairman of the Ontario Securities Commission on secondment for one year. He is a co-author of Private Placements in Canada and a former member of the Securities Advisory Committee and the Continuous Disclosure Advisory Committee and a current member of the Senior Securities Legal Advisory Group to the Ontario Securities Commission. He has participated in many conferences and seminars and written extensively on securities regulation. Mr. Orr has taught courses in securities regulation and business law at Queen’s University, Osgoode Hall Law School, McGill University and the University of Toronto Faculty of Law. He has served on a number of community and charitable boards of directors and is on the board of the Institute of Corporate Directors.

Fred R. Pletcher

Mr. Pletcher is a partner with Borden Ladner Gervais LLP, where he practices securities, corporate and mining law in their Vancouver office. He advises public issuers and underwriters on corporate finance deals, mergers and acquisitions transactions and day-to-day continuous disclosure and corporate governance issues. Mr. Pletcher has taught corporate law as an Associate Professor at the University of British Columbia’s Faculty of Law and is a frequent speaker and writer on securities and mining law topics. He previously served on the Vancouver Stock Exchange Advisory Committee and is currently a |member of the editorial board for Carswell’s Securities Law and Practice (3rd ed.).

René R. Sorell

Mr. Sorell is a Partner of McCarthy Tétrault LLP and practices almost exclusively in the securities law area. He has taught securities regulation as a special lecturer at the University of Windsor Faculty of Law, Osgoode Hall Law School and the University of Toronto Faculty of Law and other law schools. Mr. Sorell is a past Chairman of the Securities Advisory Committee to the Ontario Securities Commission. He has participated in many professional conferences on securities law. He is co-editor of CCH’s Annotated Ontario Securities Legislation and Corporate Governance Report and is identified as a leading practitioner in corporate law, mergers and acquisitions and corporate finance in domestic and international publications. From 1979 to 1980 he was Assistant to the Chairman of the Ontario Securities Commission. He is a co-author of Private Placements in Canada.

Don Tse

Mr. Tse is a partner of Macleod Dixon LLP where he has practiced corporate and securities law for more than 15 years. In his securities law practice, Mr. Tse has acted for issuers and underwriters in public and private placement financings, for issuers special committees and other parties in merger, acquisition and reorganization transactions, and for issuers in on-going continuous disclosure and governance matters. Mr. Tse has participated in a number of conferences and edits Carswell’s annual compilation of Alberta securities laws and policies. In 2010, he was named a LEXPERT Rising Star as a leading lawyer under 40.

Two days of “hands on” instruction

Learning the securities rules and understanding their practical application is a full-time job. If you have had occasional exposure to securities matters and wish to gain a thorough grounding in the most important current issues, this course – now in its 27th year – will provide it.

Canadian securities rules are constantly being revised in most provinces. A rule-making and policy reformulation exercise has been under way in Ontario and in other provinces for years. As well, Canadian securities commissions have implemented international understandings that extend the acceptance of Canadian disclosure documents beyond Canada’s borders. Given the pace of change and the complexity of existing law, corporate counsel, accountants, investment dealers and lawyers practising corporate law must have a greater familiarity with current securities practice and the details of proposed legislation and policy.

This acclaimed two-day course is intended for those with some understanding and exposure to securities matters but not for the specialist. The curriculum goes well beyond a survey of rules, to include problem sets that illustrate the interaction of provincial rules, and highlight the practical problems that recur in the key areas of securities practice.

The number of participants is limited to permit the faculty to take a “hands on” approach to the material. The course begins with an examination of essential concepts of securities regulation and develops the tools necessary to deal with problems of securities practice, and the tactics for dealing with securities regulators. Extensive reference will be made to precedents. Real life fact situations will be used to underscore important points and emphasize how the theory is applied in practice.

When you complete this course:

• You will know how to make an application to a securities regulator, know which regulators are responsible for dealing with various kinds of typically encountered securities matters, and know whom to contact when.
• You will understand the key distinction between statutory requirements, rules and policy, and the importance of the “unwritten rules” of the regulatory environment. And, on a very practical level, you will be more comfortable with various forms of disclosure documents.

CLE Accreditation:
This program has been approved by the Law Society of British Columbia for 10.75 hours and by the Law Society of Saskatchewan for 11 hours.

• Lawyers practicing corporate and commercial law
• Corporate Counsel
• Professional Accountants
• Investment Dealers

• Lawyers wishing to specialize in or increase their familiarity with securities law
• Financial Executives
• Securities Regulators

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. For other group discounts, please call 1-888-777-1707. All discounts must be redeemed when booking, discounts will not be valid or applied after this time.