Registration on-site and sign-in for off-site participants

Light Buffet Dinner

Welcome and Introduction from the Course Leaders

Jeffrey M. Singer, Stikeman Elliott LLP

Heather Zordel, Cassels Brock & Blackwell LLP

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 61-501

              -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

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

• Tax considerations in resource company offerings

• Closings without certificates or wire transfers

• Resale rules

Light Buffet Dinner

Introduction to Session Two

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

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 practicing 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

• IPO’s

• Disclosure issues

• Forward-looking financial information

• Comfort letters

• Role of the auditor

Light Buffet Dinner

Introduction to Session Three

Mergers & Acquisitions – Nuts & Bolts       
Gregory Hogan, Cassels Brock & Blackwell LLP

• Take-over bid rules generally

• Early warning system

            • Options and strategies for accumulating stock

            • Disclosure rules

            • Support agreements generally

• Conflicts of interest that can arise in this context

• Standard and creative clauses for a variety of circumstances

• Lock-up agreements

• Creative bid structures

Mergers & Acquisitions-Recent Trends and Emerging Strategies Part 1           

Jeffrey M. Singer, Stikeman Elliott LLP

• Current trends in M&A

• M&A in challenging capital markets

• The implications of tight credit markets

• Restructuring-M&A by another name?

• Defensive measures and deal protections

• Income fund M&A

• The role of SPACS in future M&A deals

Light Buffet Dinner

Introduction to Session Four

Going Private Transactions: Legal and Regulatory Requirements             

Neill May, Goodmans LLP

• Recent trends

• Legal structures for undertaking a going private transaction

• Corporate and securities law requirements

• Fiduciary duties

• Disclosure requirements

• The importance of the independent committee

• Managing the process