Osgoode Professional Development

Agenda

		Session One - September 29, 2010

5:30		Registration on-site and sign-in for off-site participants

6:00		Welcome and Introduction from the Course Leaders Jeffrey M. Singer, Stikeman Elliott LLP Heather Zordel, Cassels Brock & Blackwell LLP

6:10		Update on the Canadian Securities Regulator Project Lawrence E. Ritchie, Executive Vice President and Senior Policy Advisor Canadian Securities Transition Office

6:30		The Regulatory Framework Across Canada: Overview and Latest Developments Christopher S. Murray, Osler, Hoskin & Harcourt LLP Principal elements of securities regulation - registration requirements - prospectus requirements - continuous disclosure - take-over bids, issuer bids and Rule 61-101 - insider trading and reporting - civil liability - enforcement Sources of law MRRS and the Passport System TSX, Market Regulation Services Inc. and the IDA Mutual funds Derivatives Income trusts Corporate governance The role of the courts

7:10		Refreshment Break

7:20		Private Placements: Exempt Market Rules and Strategies – Part 1 Heather Zordel, Cassels Brock & Blackwell LLP This section of the course will cover the exceptions to prospectus requirements, permitting offerings to be made to sophisticated investors and others, and by closely held issuers. Common types of private placements will be covered, with a focus on practical considerations that affect the work of lawyers involved for all parties. Overview of exemption criteria - across Canada - US exemption criteria Types of securities that can be offered through private placements Parties to the transaction Considerations of different stakeholders, including regulators Flow Through Shares Closings without certificates or wire transfers Resale rules

8:25		Wrap-up of Session One

		Session Two - October 6, 2010

6:00		Introduction to Session Two

6:05		Private Placements: Exempt Market Rules and Strategies – Part 2 Philippe Tardif, Borden Ladner Gervais LLP This session focuses primarily on the documentation involved in private placements. Precedents and checklists will be provided, and the instructor will identify common issues that arise during document preparation and how to address them. Engagement letters Term sheets Subscription agreements Agency agreements: terms, representations, warranties, conditions and indemnities Opinions Procedures on closing Common problems on closing Regulatory filings with stock exchanges Filing requirements of securities commissions US offerings by Canadian issuers

6:50		Public Offerings: Key Legal, Financial and Regulatory Considerations John Wilkin, Blake, Cassels & Graydon LLP Preparing or reviewing prospectus documents is an important aspect of the work of any lawyer practising in the area of securities law. Both sessions on public offerings will delve into the documentation process, with a focus on ensuring that all of the right steps are taken and that the paperwork reflects 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 MJDS IPOs Disclosure issues Forward-looking financial information Comfort letters Role of the auditor

7:30		Refreshment Break

7:40		Corporate Governance: Best Practices for Public Companies Kevin M. Morris, Torys LLP Continuous disclosure/filing requirements Materiality Selective disclosure Insider trading rules Proxy rules 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

8:25		Wrap-up of Session Two

		Session Three - October 13, 2010

6:00		Introduction to Session Three

6:05		Mergers & Acquisitions: The Essentials Neill I. May, Goodmans LLP Merger rules -takeover bids -arrangements, etc. Early warning system and disclosure considerations Legal structures- from the basic to the creative Confidentiality agreements Standstill agreements Acquisition, support and lock-up agreements 'Going private' and related party transactions Special committees Managing the process

6:55		Mergers & Acquisitions – Emerging Strategies and Regulatory Issues William K. Orr, Fasken Martineau DuMoulin LLP Aaron Atkinson, Fasken Martineau DuMoulin LLP Pre-empting the process – “Go shop” clauses Hostile bids and defensive tactics Fiduciary duties — post BCE Poison pills — post NEO Deal protections and reverse break fees Recent regulatory trends and proceedings Recent trends in acquisition financing

7:45		Refreshment Break

7:55		Mergers & Acquisitions in the Real World — A Case Study Jeffrey M. Singer, Stikeman Elliott LLP Case study of a recent public M&A transaction Practical application of M&A essentials- emerging strategies and regulatory issues Highlights of challenges and creative solutions

8:25		Wrap-up of Session Three


		Session Four - October 20, 2010

6:00		Introduction to Session Four

6:05		Litigation and Enforcement: Current and Future Trends Mary G. Condon, Professor, Osgoode Hall Law School Enforcement by regulators: an overview Regulators’ powers of investigation Mechanisms for enforcement Sanctions available Trends in enforcement proceedings and outcomes Securities litigation: overview Grounds for commencing proceedings Ontario’s secondary market liability regime Due diligence defences: common strengths and weaknesses Current and recent class action cases

7:25		Refreshment Break

7:35		Stock Exchanges: Comments from TSX and CNSX Robert Cook, President, CNSX Canadian National Stock Exchange Julie K. Shin, Director, Listed Issuer Services, TSX Inc. Overview of evolving regulatory responsibilities Requirements for Private Placements Requirements for Mergers & Acquisitions

8:30		Course Wrap-up