Welcome and Introduction

Richard M. Borins, Osler, Hoskin & Harcourt LLP
Laurie Shieff, Legal Counsel, Moneris Solutions Corporation

Overview of the Personal Property Security Act

Victoria Aldworth, Osler, Hoskin & Harcourt LLP

A highly technical piece of legislation, this session will review the PPSA, and explain the key principles, including:

• What is covered by the PPSA?
  
• What is meant by “security interest” and how is it created?
  
• The “what”, “when” and “how” of attachment
  
• What is “perfection” of a security interest and why is it important?

Securities Transfer Act Implications

Justin Parappally, Stikeman Elliott LLP

The Securities Transfer Act (STA) has clarified the law relating to pledges of securities. This session will focus on:

• How the STA increases certainty
  
• Objectives and principles
  
• STA rules for perfection and priority
  
• Security agreement changes

Preparation of Financing Statements/PPSA

Acknowledgements and Searches

C. Nicole Sigouin, Ogilvy Renault LLP
Liliana Carpico, Ogilvy Renault LLP

In this session you will learn what steps to take, and what content to include when preparing financing statements, as you participate in the actual drafting of a sample document. As well, you will learn about acknowledgements and searches, what to sign and how to deal with changes to documentation. Issues to be covered include:

• The impact of recent amendments to the PPSA
  
• Debtor/Secured party names and addresses
  
• Registration period (1-25 or perpetual)
  
• Collateral description
  
• Timing of registrations (new and amendments)
  
• Mandatory and optional amendments
  
• Renewals/Discharges
  
• How to examine a PPSA response certificate – is an
  acknowledgement or discharge necessary for lending transactions?
  
• PPSA acknowledgements

Exceptions to the Rules: When First Come is not First Served

Daniel F. Hirsh, Fogler, Rubinoff LLP

While priority among perfected security interests is generally determined by fairly straightforward “first come, first served” rules, one must ensure, before such rules can apply, that the interest is not captured by one of the many exceptions set out in the PPSA. Exceptions to be discussed include:

• Purchase Money Security Interests (PMSIs)
  
• Fixtures
  
• Perfection by possession
  
• Intellectual property
  
• Security interests registered under the Bank Act

Recent Developments in PPSA Case Law

Maurice V.R. Fleming, Miller Thomson LLP

This session will give you an overview of the key recent cases that impact on PPSA registration and security concerns. Some fundamental registration issues and the case law relating to them will also be reviewed.

Crown’s Deemed Trusts

P. Tamara Sugunasiri, Counsel, Department of Justice

• How a Crown’s deemed trust can trump a PPSA registration
  
• How to protect lender clients against a deemed trust claim
  
• Review of recent case law on priority issues between the
  deemed trust and lenders

Real Property Issues and the PPSA

Lauren Temple, Blake, Cassels & Graydon LLP

• Recent developments in the comparative priority of distress
  
• The insidious exception: a real property law perspective on fixture financing
  
• Impact of Bill 152 on real property matters and opinions

How to Draft Solid Opinions

Robin B. Schwill, Davies Ward Phillips & Vineberg LLP

PPSA opinions are technical and contain many “danger zones” for the opinion giver and potential loopholes for the opinion recipient. Robin Schwill will review the basic elements of PPSA opinions and the proper formulation of each. Specific topics include:

• The basic opinion elements: enforceability, creation of a valid security interest and perfection
  
• The purpose of each element of the opinion and what is required to be able to provide the opinion
  
• Crafting appropriate qualifications
  
• Opinion formulations to avoid
  
• Dealing with lien searches
  
• Priority pitfalls
  
• Conflict of laws issues

Joyce M. Bernasek, Osler, Hoskin & Harcourt LLP

Expand on what you’ve learned in the course by applying it to fact patterns developed specifically for this workshop.

Based on a survey of attendees over the past 10 years, we selected the key provisions that cause challenges in application and developed exercises around them. Using the fact patterns and precedents, you will:

• Review, analyze and apply key PPSA provisions,
  including: conflict of laws, perfection, priority,
  registration and transfer of collateral
  
• Learn how to apply these provisions to everyday
  client scenarios
  

You will also discuss provisions that may be changing, including the location of the debtor and collateral description and what the implications are. There will be plenty of opportunity for questions and discussion in this interactive workshop. Register now as workshop spaces are strictly limited.