PRESENTS. 5 th Annual. Advanced Securities Course and Advanced Corporate and Commercial Law. Monday January 30, 2006 Advanced Securities Course

Size: px

Start display at page:

Download "PRESENTS. 5 th Annual. Advanced Securities Course and Advanced Corporate and Commercial Law. Monday January 30, 2006 Advanced Securities Course"

Moris Patterson
5 years ago
Views:

PRESENTS 5 th Annual LAW CLERKS FORUM Advanced Securities Course and Advanced Corporate and Commercial Law DAY ONE CO-CHAIRS January 30-31, 2006 St.

to overcome the challenges in the securities law field and in corporate and commercial law practice areas.

You leave this conference with a higher level of knowledge for your professional practice.

Advanced Securities Course Tuesday January 31, 2006 Advanced Corporate and Commercial Law Latest judicial decisions concerning the relationship between corporations and their shareholders

Business Corporations Act (Ontario) How National Instrument 45-106 harmonized various exemptions across the country Benefits of Bill 198 compliance Understanding early warning requirements and

1 PRESENTS 5 th Annual LAW CLERKS FORUM Advanced Securities Course and Advanced Corporate and Commercial Law DAY ONE CO-CHAIRS January 30-31, 2006 St. Andrew s Club and Conference Centre 150 King Street West, Toronto Jennifer Woo Blake, Cassels & Graydon LLP This advanced two-day law clerks forum will provide you with the tools and techniques to overcome the challenges in the securities law field and in corporate and commercial law practice areas. Experts will help you master the latest case law and regulatory developments, and the most difficult procedural requirements while discussing best practices. You leave this conference with a higher level of knowledge for your professional practice. Kym Zelinski Senior Law Clerk Blake, Cassels & Graydon LLP DAY TWO CHAIR Kathleen Ritchie Meeting Your Evolving Information Needs Senior Gowling Lafleur Henderson LLP Monday January 30, 2006 Advanced Securities Course Tuesday January 31, 2006 Advanced Corporate and Commercial Law Latest judicial decisions concerning the relationship between corporations and their shareholders Disclosure of corporate governance practices and certification developments Recent amendments to the Securities Act (Ontario) An in-depth look at both the Canada Business Corporations Act and the Business Corporations Act (Ontario) How National Instrument harmonized various exemptions across the country Benefits of Bill 198 compliance Understanding early warning requirements and alternative monthly reporting system Overview of periodic and event-driven filings for TSX and TSX Venture Exchange listed issuers New requirements of the Not-for-profit Corporations Act Dealing with directors and officers conflicts of interest: getting it into the minute book, documenting the problem and its resolution How to word strong and convincing drafts, contracts and agreements ENROLL TODAY! Call or fax or register online at

2 WHAT YOUR COLLEAGUES HAVE SAID: Being a small office I am expected to do quite a number of tasks that would be considered crossing over to the law clerk s responsibilities. This program and its handout give me a clear plan of my expectations and responsibilities. Exposed to many issues important to our day-to-day business. Great information! I feel updated in new diligence requirements. Jacquie Bianco, Legal Assistant, Ontario School Boards Insurance Exchange Mary Louise Walker, Blake Cassels & Graydon LLP Amanda Penfold, Law Clerk, Canadian Tire Corporation Ltd. Excellent overview of new procedures. Reinforcement of Best Practices. Useful ideas for negotiation/settlement. Helpful precedents. Brian Kirkland, Law Clerk, Stevenson & s I gained an abundance of new information, which I can pass on to my colleagues. (Very well informed) Ruth Alexo, Law Clerk, Lerners LLP WHO SHOULD ATTEND Corporate and Commercial Law Clerks, specializing in Corporate Finance, Business Law, Corporate Governance and Corporate/ Commercial Law Securities Law Clerks Junior Lawyers Senior s s Consultants Senior Legal Assistants Legal/Litigation Secretaries Junior Litigation Lawyers Paralegals Law Students PARTICIPATING FIRMS AND CORPORATIONS: Gesta Abols Goodmans LLP Tim Babcock TSX Venture Exchange Geoff Clarke Raj Dewan Toronto Stock Exchange Michael Disney Davies Ward Phillips Vineberg LLP Dina Dizon Aaron Emes Torys LLP Andrew Fleming Ogilvy Renault LLP Mark Gelowitz Osler, Hoskin & Harcourt LLP Joseph Groia Groia & Company Professional Corp. Andrew Grossman Stikeman Elliott LLP Donna Leitch Farida Merali Kimberly Poster McMillan Binch Mendelsohn LLP Kathleen Ritchie Steve Stevens Jennifer Woo Kym Zelinski Delegates will receive a set of original materials, as well access online to conference papers through Insight s, that will serve as invaluable reference sources after the program.

8:15 Registration and Continental Breakfast 9:00 Welcoming Remarks from Insight Information 9:05 Co-Chair s Opening Remarks Jennifer Woo Kym Zelinski Senior Law Clerk 9:15 Securities Law: Legislative

3 8:15 Registration and Continental Breakfast 9:00 Welcoming Remarks from Insight Information 9:05 Co-Chair s Opening Remarks Jennifer Woo Kym Zelinski Senior Law Clerk 9:15 Securities Law: Legislative Developments and Case Studies Mark Gelowitz Osler, Hoskin & Harcourt LLP Recent judicial decisions concerning the relationship between corporations and their shareholders How will these decisions impact corporate conduct in the future? Case Study: Kerr v. Danier Leather Inc. Appropriate measure of damages: subsection 130 (9) of the Securities Act (Ontario) Effect of securities class actions a shifting balance Case Study: Ford Motor Co. v. Ontario Municipal Employees Retirement Board Recent amendments to the Securities Act (Ontario) 10:00 Coffee Break Monday January 30, 2006 Advanced Securities Course 10:15 Working With National Instrument Prospectus and Registration Exemptions Kimberly Poster McMillan Binch Mendelsohn LLP How National Instrument harmonized various exemptions across the country What new exemptions are available for Ontario issuers? What has been incorporated, and what has been revoked? What does it mean to be a "private issuer"? New filing and disclosure requirements for Ontario issuers What is left of OSC Rule ? 11:00 Take-Over Bids, Early Warning System, Control Block Sales and Insider Reporting Aaron Emes Torys LLP Take-over bids and issuer bids key regulations Understanding the early warning requirements and the alternative monthly reporting system Sales by control persons Overview of the insider reporting obligations 12:00 Networking Luncheon 1:15 Continuous Disclosure Obligations: Increasing the Investor s Confidence Joseph Groia Groia & Company Professional Corp. Improved standards reap higher levels of quality of information for investors Filing deadlines and delivery requirements for reporting issuers National Instrument Continuous Disclosure Obligations National Instrument Investment Fund Continuous Disclosure Exemptions Relating to Foreign Issuers: how can foreign issuers obtain exemptions? Benefits across Canada due to the amendments that harmonize the continuous disclosure requirements Discussion on why the rules are changing 2:00 Civil Liability for Secondary Disclosure Set Out in the Securities Act (Ontario) Geoff Clarke Statutory civil liability for continuous disclosure in the secondary market in Ontario

4 What will the new amendments change? Means of prevention to be taken against strike-suits Potentially liable parties and the liability limitations Business benefits of Bill 198: sufficient compliance with legislation Post-Enron environment Comparable securities legislation in the United States 2:45 Refreshment Break 3:00 Registration Matters National Registration System Donna Leitch Assistant Manager Dina Dizon Assistant Manager Filing deadlines and delivery requirements for registrants Understanding the National Registration System and National Registration Database 3:45 TSX and TSX Venture Exchange : Overview of Transaction Filing Requirements Tim Babcock Manager Listed Issuer Services TSX Venture Exchange Raj Dewan Manager Listed Issuer Services Toronto Stock Exchange Overview of periodic and event-driven filings for TSX and TSX Venture Exchange listed issuers Disclosure of corporate governance practices Equity financings including private placements and public offerings Change to capital structure including stock consolidations, splits and dividends Requisite process and filing relating to stock option grants 4:30 Conference Adjourns for the Day 8:15 Continental Breakfast 9:00 Chair s Opening Remarks Kathleen Ritchie Senior 9:15 Corporate Governance: Latest Important Developments Andrew Grossman Stikeman Elliott LLP NI Disclosure of Corporate Governance Practices NP Corporate Governance Guidelines MI Audit Committees NI Independent Review Committee for Investment Funds MI Certification of Disclosure in Issuers' Annual and Interim Filings MI Reporting on Internal Control over Financial Reporting Other recent developments 10:15 Coffee Break Tuesday January 31, 2006 Advanced Corporate and Commercial Law 10:30 Corporate Governance Standards: Shifting to an American Approach Sean Stevens Rules and guidelines implemented by the CSA regarding corporate governance Shift of Canadian requirements to parallel U.S. requirements Proposed amendments to the CBCA analysis and impact Integration between the Canadian and American economies 11:30 Dealing with Directors' and Officers' Conflicts of Interest Michael Disney Davies Ward Phillips & Vineberg LLP Courts' zero tolerance of fiduciaries' conflicts between self-interest and duty

5 Consequences of conflicts of interests How to identify and deal with conflict situations Navigating the "safe harbour" rules in the corporate statutes Using unanimous shareholder agreements Getting it into the minute book: how to document the problem and its resolution 12:15 Networking Luncheon 1:30 Understanding the Requirements of the Canada Business Corporations Act and the Business Corporations Act (Ontario) Gesta Abols Goodmans LLP An in-depth look at both the Canada Business Corporations Act and the Business Corporations Act (Ontario) Key similarities and differences between the CBCA and the OBCA When should you use which Act? Tips to overcome the pitfalls in each statute Extra-provincial registration requirements 2:30 Refreshment Break 2:45 An Overview of Canadian Insolvency Law Derrick C. Tay Ogilvy Renault LLP Identifying the Canadian statutes which govern insolvency and bankruptcy Understanding bankruptcies Understanding receiverships Understanding restructurings: - under the Bankruptcy and Insolvency Act - under the Companies Creditors' Arrangement Act - under the Winding Up and Restructuring Act 3:30 Advanced Written and Spoken Communication Skills Farida Merali Wording strong and convincing documents How to structure an agreement: tips to follow and pitfalls to avoid Plain language writing in documents Managing boilerplate and the English language 4:30 Conference Concludes UPCOMING INSIGHT EVENTS 7 th Annual CANADIAN PRIVATE EQUITY MARKETS SUMMIT November 16, 2005 Toronto 4 th Annual ABORIGINAL LAW FORUM November 17-18, 2005 Toronto 8 th Annual ADVERTISING AND MARKETING LAW November 24-25, 2005 Toronto CANADIAN SECURITIES REGULATION COURSE November 29-30, 2005 Toronto 3 rd Annual COMMERCIALIZING GENETIC PATENTS December 5-6, 2005 Ottawa ONTARIO'S NEW CONSUMER PROTECTION ACT December 5-6, 2005 Toronto 4 th Annual INCOME TRUSTS CONFERENCE January 10-11, 2006 Toronto LITIGATING AND REGULATING DRUG SAFETY January 23-24, 2006 Toronto

Yes! Please register the following delegate(s) (photocopy for additional delegates) PRIORITY CODE: 910-PDF PRESENTS 5 th Annual LAW CLERKS FORUM Advanced Securities Course and Advanced Corporate and

Name: Title: Company: Address: City: Province: Postal Code: Telephone: ( ) Fax: ( ) E-mail: Type of Business: #of Employees: You may receive by mail, telephone, facsimile or e-mail information

6 Yes! Please register the following delegate(s) (photocopy for additional delegates) PRIORITY CODE: 910-PDF PRESENTS 5 th Annual LAW CLERKS FORUM Advanced Securities Course and Advanced Corporate and Commercial Law January 30-31, 2006 St. Andrew s Club and Conference Centre 150 King Street West, Toronto Mr. Ms. Name: Title: Company: Address: City: Province: Postal Code: Telephone: ( ) Fax: ( ) Type of Business: #of Employees: 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 ext.173 and we will take the necessary action to fulfill your request. We occasionally mail to selected lists which cannot be cross-checked against our files. If you receive another copy of this brochure, please pass it along to an interested associate. Conference Code: LAC06910 FIVE EASY WAYS TO REGISTER 1. Call: Fax: I Mail: u Insight Information, 214 King Street West, Suite 300, Toronto, Ontario M5H 3S6 4. ! order@insightinfo.com 5. Internet: U 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 by fax Please ask for the Insight corporate rate. CANCELLATION AND REFUND POLICY: Refunds will be given for cancellations received in writing by January 10, 2006 subject to an administration fee of $ plus $14.00 GST for a total of $ If your fees have not been paid and you are canceling, you are still liable for the cancellation fees of $ plus $14.00 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 January 10, 2006, your order is firm. A refund will not be given, however a delegate substitution is welcome at any time. SPONSORSHIP OPPORTUNITIES: If you are interested in displaying your company's products or services to a highly targeted audience please call Daniel Moskowitz at (416) ext. 110 or dmoskowitz@insightinfo.com for details. REGISTRATION FEE: (Includes conference sessions, lunches, coffee breaks, documentation and, online access to conference papers*) Please check your choice: Regular Conference Price: $1, GST ($97.65) = $1, One Day Price: $ GST ($55.65) = $ January 30, 2006 Advanced Securities Course January 31, 2006 Advanced Corporate and Commercial Law Payment enclosed. Payment to follow. (GST Reg. # RT0001) Charge to my VISA AMEX MC Card Number: Card Holder s Name: Signature: ORDER FORM Expiry Date: Date: PLEASE NOTE: Full payment is required in advance of conference dates. Please make all cheques payable to Insight Information. * Please allow 4-6 weeks after conference for activation of login and password. 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 reserves the right to change program date, meeting place or content without further notice and assumes no liability for these changes Insight Information

REAL ESTATE EQUITY AND DEBT FINANCING

PRESENTS REAL ESTATE EQUITY AND DEBT FINANCING PROGRAM CO-CHAIRS Canaccord Adams (Toronto) Goodmans LLP (Toronto) Meeting Your Evolving Information Needs May 24, 2006 Casino Nova Scotia Halifax Join your