Canadian Securities Law and Practice 2023

6:15 p.m. Welcome and Introduction from the Course Leaders
Wendy Berman, McCarthy Tétrault LLP
Grant Vingoe, Chief Executive Officer, Ontario Securities Commission

6:25 p.m. 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, Market Regulation Services Inc., and the IDA

7:50 p.m. Refreshment Break

8:05 p.m. 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 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
• MJDS
• IPOs
• 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

9:30 p.m. Session Ends

6:15 p.m. Private Placements: Exempt Market Rules and Strategies
Keith R. Chatwin Stikeman Elliott LLP (Calgary)
Philippe Tardif Borden Ladner Gervais 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. This session will address the regulatory regime and the documentation involved in private placements:
• Overview of alternative public offering techniques, including rights offerings and 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

7:45 p.m. Refreshment Break 

8:00 p.m. Mergers & Acquisitions – The Essentials and Emerging Issues
Kevin Greenspoon Davies Ward Phillips & Vineberg LLP
Jamie van Diepen Goodmans LLP
The essentials and emerging issues in M&A in the securities context, including
• Overview of Principal Transaction Structures
– Takeover bids
– Arrangements
• Key Considerations Prior to a Transaction
• Key Factors in Selecting 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

9:30 p.m. Session Ends

6:15 p.m. Litigation and Enforcement: Current and Future Trends
Mary G. Condon Dean of Osgoode Hall Law School
Delving into the framework for securities litigation and enforcement in Canada, this session will also survey recent important developments and emerging issues.
• 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

7:20 p.m. Update on New Securities Regulation Developments in Canada
Lawrence E. Ritchie Osler, Hoskin & Harcourt LLP
Grant Vingoe, Chief Executive Officer, Ontario Securities Commission
The regulation of securities in Canada is ever-evolving, as the policies and priorities of various regulators continue to change alongside.
In this session, the panel will explore the latest in securities regulation, while also keying in on the major emerging trends impacting law and practice in the field. Topics will include the challenges of cryptoasset regulation, climate risk disclosure, diversity on boards and in executive positions, implementation of the OSC’s new mandates for fostering capital formation and competitive markets, OSC structural changes, and the new SRO.

8:05 p.m. Refreshment Break

8:20 p.m. Regulation of Control Transactions Naizam Kanji General Counsel, Ontario Securities Commission
Leila Rafi McMillan LLP
Hear directly from the regulator and a leading securities practitioner who will discuss the conceptual and regulatory issues relating to today’s M&A transactions including:
• Current takeover bid rules
• Regulation of control transactions
– Early warning reporting
– Defensive tactics
– Minority rights
• Regulation of proxy solicitation and shareholder democracy
• Proxy plumbing and proxy contests
• Empty voting/vote “buying”
• Majority voting policies and “say on pay”
• “Say on climate” shareholder resolutions
• Shareholder activism

9:30 p.m. Session Ends

6:15 p.m. Corporate Governance: Best Practices for Public Companies
Rima Ramchandani Torys LLP
A survey of the essential topics relating to corporate governance from the securities law perspective.
• Overview of corporate governance
• 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

7:05 p.m. Privilege, Confidentiality, and Professionalism in Canadian Securities Law
Wendy Berman McCarthy Tétrault LLP
Sarah Bradley Ombudsman and CEO, Ombudsman for Banking Services and Investments
Johanna Superina Deputy Director, Enforcement Branch, Ontario Securities Commission
Experienced counsel will discuss and explore common and contentious professionalism issues in securities law. Topics include:
• Difference between confidentiality and privilege
• Confidentiality when information is a matter of public record or knowledge
• Dealing with regulators
• How to avoid waiving privilege
• Risks and challenges relating to avoidance of misleading regulatory staff
• Use of trust accounts to facilitate questionable activity

8:10 p.m. Refreshment Break

8:25 p.m. Registration
Nancy Mehrad CEO, Registrant Law Professional Corporation
Learn about the registration and ongoing requirements of securities registrants, while also 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
• What are investment funds? Overview and essentials

9:30 p.m. Session Ends