The Intensive Course in Canadian Securities Law and Practice

Welcome and Introduction from Course Chairs

Wendy Berman
McCarthy Tétrault LLP

Grant Vingoe
Ontario Securities Commission

The Regulatory Framework Across Canada: Overview and Latest Developments

Alex Gorka
Osler, Hoskin & Harcourt LLP

Amelia Miao
Osler, Hoskin & Harcourt LLP

• Principal elements of securities regulation
  • Registration requirements
  • Prospectus requirements
  • Take‑over bids, issuer bids and Rule 61‑101
  • Insider trading and reporting
  • Civil liability
  • Enforcement
• Sources of law
• Coordination among securities commissions (domestically and globally)
• TSX and Canadian Investor Regulatory Organization (CIRO) rules

Public Offerings: Canadian Framework and Emerging Issues

John Wilkin
Blake, Cassels & Graydon LLP

Preparing or reviewing prospectus documents is an important aspect of the work in securities law.
This session will delve into the prospectus documentation process, with a focus on ensuring that all of the right steps are taken, and that the paperwork reflects the proper level of due diligence.

• Common types of products issued by way of public offerings, and their key features
• Key considerations in planning the offering
• Perspectives of various parties
• Alternative forms of prospectus
• Preparing the documentation
• Due diligence
• The Multijurisdictional Disclosure System (MJDS)
• Well‑Known Seasoned Issuer (WKSI) exemption
• Confidential filings
• Marketing rules
• Ethics in public offerings
  • Duties of confidentiality from issuers and underwriters
  • Counsel perspectives
  • Managing conflicts
• Ethical considerations of legal counsel participating in an offering as an investor
• Ethical considerations when the prospectus may not be “full, true and complete”
• Disclosure issues
• Forward‑looking financial information
• Comfort letters

Private Placements: Exempt Market Rules and Strategies

Philippe Tardif
Borden Ladner Gervais LLP

Janel Young
Stikeman Elliott LLP

Common types of private placements will be covered, with a focus on practical considerations that affect the work of lawyers involved for all parties. Gain an understanding of the regulatory regime and the documentation involved in private placements as you learn about the following:

• Alternative public offering techniques, including rights offerings and the Listed Issuer Financing Exemption
• Crowdfunding
• Considerations of different stakeholders, including regulators
• Closings without certificate or wire transfers
• Resale rules
• Agency agreements: terms, representations, warranties, conditions and indemnities
• Opinions
• Procedures on closing and common problems – practice management tips
• Common problems on closing
• Filing requirements of securities commissions and stock exchanges

Mergers & Acquisitions – The Essentials and Emerging Issues

Andrew Mihalik
Davies Ward Phillips & Vineberg LLP

Jamie van Diepen
Goodmans LLP

Naizam Kanji
Ontario Securities Commission

Our expert panel will guide you through the fundamental issues pertaining to mergers and acquisitions in the securities context, including:

• Overview of Principal Transaction Structures
  • Takeover bids
  • Arrangements
• Key considerations prior to a transaction
• Key factors in selection transaction structure
• Special transaction rules (MI 61‑101)
• Key transaction agreements
  • Confidentiality and standstill agreements
  • Definitive transaction agreement
  • Lock‑up agreements
• Fiduciary duties in change of control situations
• Ethics considerations
  • M&A transaction diligence
  • Special committee records of proceedings
  • Protecting privilege
• Review of Canadian hostile bid activity

Public and Private Enforcement: Current and Future Trends

Wendy Berman
McCarthy Tétrault LLP

Celeste Poltak
Koskie Minsky LLP

Gain expert insight into the framework for securities litigation and enforcement, and hear about the latest developments and emerging issues. Topics include:

• Enforcement by regulators: an overview
• Regulators’ powers of investigation
• Mechanisms for enforcement
•  Sanctions available
• Trends in enforcement proceedings and outcomes
• Prosecution of insider trading issues
• Securities litigation overview, including primary and secondary market liability
• Grounds for commencing proceedings and recent cases
• Due diligence defences: common strengths and weaknesses and the role of client advisors
• Current and recent class action cases
•  Strategic advocacy skills for the securities litigator

Privilege, Confidentiality and Professionalism in Canadian Securities Law

Sarah Bradley
Ombudsman for Banking Services and Investments

Andrew Matheson
McCarthy Tétrault LLP

Johanna Superina
Ontario Securities Commission

Experienced counsel will discuss common and contentious professionalism issues in securities law. Topics include:

• The difference between confidentiality and privilege
• Confidentiality when information is a matter of public record or knowledge
• Dealing with regulators
• How to avoid waiving privilege
• Use of trust accounts to facilitate questionable activity

Crypto: Lessons in New Product Regulation

Lori Stein
McCarthy Tétrault LLP

Gloria Tsang
Ontario Securities Commission

Securities regulators around the world have been grappling with the widespread trading of crypto‑assets, both as speculative assets and also with the potential for other use cases, including payments. This session will address emerging questions, such as:

• How have Canadian securities regulators addressed this fast‑evolving area?
• Are the established principles of securities regulation adaptable to these instruments?
• Are there lessons to be learned in how best to respond to new asset classes in the future?

Corporate Governance: Best Practices for Public Companies

Rima Ramchandani
Torys LLP

Leila Rafi
McMillan LLP

A survey of the essential topics relating to corporate governance from the securities law perspective, with topics including:

• Overview of corporate governance
• Continuous disclosure/filing requirements
• Materiality
• Selective disclosure
• Insider trading rules
• Proxy rues
• The AIF, MD&A and forecasts
• Audit committees and auditors
• Disclosure of corporate governance practices
• Executive compensation disclosure
• Stock options and related legislation
• Insurance needs of directors and officers
• Staying current on rules and requirements for public companies

Update on New Securities Regulation Developments in Canada

Grant Vingoe
Ontario Securities Commission

Iva Vranic
AUM Law

The regulation of securities in Canada is ever evolving, as the policies and priorities of various regulators continue to change. Our expert speakers will explore the latest in securities regulation, with a focus on the major emerging trends impacting law and practice in the field.

Registration

Nancy Mehrad
Registrant Law

Elsa Renzella
Canadian Investment Regulatory Organization

Learn about the registration and ongoing requirements of securities registrants, by examining key topics such as:

• Requirement to register and exemptions
• Process for getting registered
• Ongoing requirements for registrants
• Regulatory compliance reviews
• Developments in registrant regulation
• Investment funds: overview and essentials