Wednesday, April 6, 2011
8:00 Registration Opens and Coffee Served
8:45 Opening Remarks from the Co-Chairs
Susan Silma
Director, Compliance and Registrant Regulation
Ontario Securities Commission
Prema Thiele
Partner, Borden Ladner Gervais LLP
9:00 KEYNOTE ADDRESS: TMX Group & London Stock Exchange Group Merger: Delivering Global Opportunity for Canada’s Capital Markets
Kevan Cowan
TMX Group & London Stock Exchange Group Merger: Delivering Global Opportunity for Canada’s Capital Markets
9:30 Must-Have Updates on Progress Towards the National Regulator: Arguments For and Against, Current Status, Alternatives
Jeremy Fraiberg
Partner, Corporate, Osler, Hoskin & Harcourt LLP
Pierre Lortie
Senior Business Advisor, Fraser Milner Casgrain LLP
- Substance of the arguments for and against a national regulator:
- Which provinces are in or out? Why?
- Impact on existing regulators and their work
- Status update/outcome of the constitutional challenge in the Supreme Court of Canada
- Impacts of the draft Securities Act on securities practitioners:
- Current status of the Department of Finance’s May 2010 draft Securities Act
- How will the draft Act work?
- Advising on securities regulation in light of ongoing national regulator uncertainty:
- Key differences under a national regulator v. under the current regime
- Obtaining regulatory approvals across Canada
- Dealing effectively with the Transition Office and different offices across Canada
- How will the securities landscape look if certain provinces remain outside the national regulatory ambit?
- What happens if the national regulator does not proceed?
- Evaluation of proposed alternatives to a national regulator
- How U.S. regulatory developments may impact a national regulator: Issues that need to be addressed at a national level
10:30 Networking and Refreshment Break
10:45 Critical Impacts in Canada of U.S. Securities Reforms: How They Affect the Canadian Regulatory Landscape, Canadian and Cross-Listed Companies
Jacob S. Frenkel
Partner
Shulman, Rogers, Gandal, Prody & Ecker, P.A. (U.S.)
Guy Lander
Partner, Carter Ledyard & Milburn LLP (U.S.)
James Turner
Vice Chair, Ontario Securities Commission
Robert Vaux
Partner, Goodmans LLP
- Understanding the political situation underlying the U.S. reforms
- Key developments under the Dodd-Frank Act relevant to Canadian regulators and companies:
- New investment adviser registration requirements
- Credit rating agency role and liability
- Reviewing proxy access
- Exempt market
- Rules for hedge funds and Canadian funds offered in the U.S.
- Significant corporate governance and executive compensation reforms
- Short-term borrowing and other disclosure issues
- What is the Canadian regulatory perspective on this legislation?
- How are Canadian regulators responding?
- Do we need to implement regulation in line with the U.S. or adopt a made-in-Canada approach?
- Extent to which U.S. initiatives and developments might affect cross-listed companies and foreign private issuers
- Impact of the changing U.S. regime on cross-border deals: Principal considerations and early steps to take
12:15 Networking Luncheon
1:30 Regulators’ Overview of What is New and What is Next in Canadian Securities Regulation: Key Initiatives, Compliance and Enforcement Trends
Moderator:
Prema Thiele
Partner, Borden Ladner Gervais LLP
Speakers:
Martin Eady
Director, Corporate Finance
British Columbia Securities Commission
Eleanor Fritz
Director, Compliance and Disclosure, TMX Group
Tom Graham
Director, Corporate Finance
Alberta Securities Commission
Paul Riccardi
Senior Vice President Enforcement, Policy and Registration
Investment Industry Regulatory Organization of Canada
- Regulators’ explanations of principal regulatory initiatives in the last year and impacts on the regulated community, including:
- Continuous disclosure: Key recent amendments and forthcoming changes
- Know-your-product and securitization developments
- Credit-rating agencies: How the proposed regulations will impact securities practice; outline of key proposals
- Statutory fiduciary standard of care
- Elimination of commission-based compensation
- Examining the proposed regulatory regime for venture issuers: Should there be different regulation for venture issuers?
- Determining the status of new OTC issuer rules
- Identifying market structure challenges experienced by regulators and impacts on industry and other stakeholders:
- Issues arising from multiple marketplaces and trading systems
- Understanding the May 6th, 2010 Flash Crash and what regulators are doing to rectify this
- How does electronic trading affect retail clients? Do the issues deserve different regulatory treatment?
- Market participant compliance with regulations:
- What are the trends?
- How are the various regulators responding?
- Key enforcement updates, changes, and proceedings under civil liability provisions
- Top tips to comply with securities legislation and regulation under multiple bodies and jurisdictions
- Emerging issues impacting securities law and regulation in Canada
3:15 Networking Refreshment Break
3:30 Keeping Compliant with the Latest Registrant Requirements Under NI 31-103
Prema Thiele
Partner, Borden Ladner Gervais LLP
Iva Vranic
Director, Compliance Legal Counsel
Scotia Capital & Wealth Management Compliance
- Understanding recent requirements under NI 31-101:
- How the rules differ from the old system
- Registration requirements in the context of private placements: How are the registration requirements embedded?
- Understanding the application of the rules to investment fund management and private equity fund managers
- Where are the amendments going? What further changes are being proposed?
- Status of proposed amendments relating to the registration of non-resident and certain domestic investment fund managers:
- Under what circumstances do investment fund managers need to register?
- In what additional provinces does a domestic investment fund manager with a head office in Canada need to register?
- Outline of exemptions
- How are companies dealing with implementation of the new requirements? Where are the grey areas for compliance?
- Top tips for complying with the new rules: Key considerations, procedures and systems to put in place for compliance
4:30 Adapting to Proposed Regulatory Requirements for Derivatives
Carol E. Derk
Partner, Borden Ladner Gervais LLP
Gordon F. Peery
Partner, K & L Gates LLP (U.S.)
Insufficient regulation of derivatives on a global basis, especially in the context of OTC derivatives markets, has been blamed as a significant contributing factor to the recent global financial crisis. Derivatives regulation became a key subject for financial reform by G20 nations, and significant changes have been proposed in the U.S. and in Europe to improve transparency and regulation of these products. In Canada, a revised framework for OTC derivatives is being proposed. Attend this session to understand fully where Canada is positioned on derivatives regulation, and what you need to know to prepare for the changes.
- The role of derivatives in the recent financial crisis
- Efforts in Canada, the U.S. and Europe to effect regulatory reforms
- Recent Canadian activity relating to derivatives:
- How derivatives interface with securities laws in Canada
- Key highlights of recent reforms across Canada
- Status of OTC derivatives regulation proposed by CSA Consultation Paper 94-401
- Status of the Bank of Canada’s steps to meet Canada’s G20 commitments on derivatives
- Overview of derivatives legislation within the U.S. Dodd-Frank Act
- Reporting on derivatives under Chapter 7 of the Act
- Canadian perspectives on the U.S. proposals
- Key considerations and what you need to do now to prepare to adapt to derivatives legislation and regulation
5:30 Conference Adjourns
Thursday, April 7, 2011
8:00 Registration Opens and Coffee Served
8:45 Opening Remarks from the Co-Chairs
9:00 KEYNOTE ADDRESS: IIROC’s Regulatory Agenda: Market and Dealer Regulation
Susan Wolburgh Jenah
President and Chief Executive Officer
Investment Industry Regulatory Organization of Canada
9:30 Key Trends and Developments in the M&A Market Revival
William J. Braithwaite
Senior Partner, Stikeman Elliott LLP
Stephen Halperin
Partner, Goodmans LLP
- Analysis of key trends and developments:
- In which sectors are we seeing the deals?
- How much is foreign? How much is domestic?
- Are we seeing more hostile or more friendly deals?
- Context for cross-border and emerging market deals
- Looking at the state of the debt market
- What kinds of deals are being done on the issuer side? What deal structures are being used?
- How is pricing being determined?
- Understanding the role of the government and Investment Canada in Potash
- Takeover bids and poison pills:
- How are these being approached in the context of conflicting regulatory decisions?
- What are the new trends?
- Examining defence tactics after the BHP deal: Cross-over with political reality and the Investment Canada regime
- New pronouncements by OSC in respect of poison pills and recent court decisions
- Implications of the Magna deal on dual share systems in Canada:
- Regulatory oversight of dual class structures
- Where is the legal framework for M&A going?
- How are changes in securities law and regulation impacting the business side of issuer’s deals? What trends are viewed as important by issuers?
10:30 Networking Refreshment Break
10:45 Avoiding Another Crisis: Hot-Button Corporate Governance Developments and Updates
Stephen Griggs
Executive Director
Canadian Coalition for Good Governance
Elizabeth Watson
President, Watson Advisors Inc.
Problems arising out of governance practices were a significant factor contributing to the global financial crisis. Good governance is now all-important, and regulators in Canada and around the world are looking into how governance practices can be strengthened, through regulation or otherwise, to resolve weaknesses within the financial system. To what extent are regulatory initiatives in Canada and the U.S. driving change? To what extent are market-led best practices resetting the system? Attend this session to determine what steps should be taken now to ensure compliance and a best-in-class approach to key governance issues facing Canadian companies today.
- Recent regulatory action or initiatives in corporate governance in Canada: Where are the regulators going?
- Status/outcomes of OSFI’s corporate governance review into risk governance practices: Why is this information important?
- Identifying important market-led developments:
- To what extent might these developments influence regulatory action?
- Is regulation the best route to take?
- Impacts in Canada of U.S. developments and overview of key corporate governance elements within the Dodd-Frank Act
- The latest hot-button issues:
- Risk management
- Executive compensation and say-on-pay
- Board composition and independence
- CEO succession
- Board succession: What key board skills are important in today’s environment?
- Board evaluation: Challenges and benefits of either an internal or third-party evaluation
- Where can boards do better in governance oversight?
- Role in reviewing directors’ skill sets: How to ensure risk literacy
- Benefits to establishing a risk committee
- Role and responsibilities in compensation matters, and the role of the compensation committee
11:45 Overcoming Obstacles to Shareholder Voting Integrity: Ensuring that Votes are Cast and Counted
Carol Hansell
Senior Partner, Davies Ward Phillips & Vineberg LLP
- Identifying current issues contributing to a loss of integrity of the proxy voting system
- Defining elements that would contribute to an effective proxy voting system in Canada
- Fixing the system:
- Increasing access to information on the proxy voting system by independent parties
- Getting away from paper-based proxy materials: Key considerations and challenges
- Resolving communication problems between issuers and investors caused by investor identity concealment (OBO/NOBO system)
- Overcoming problems associated with “unreconciled” intermediaries lists of those entitled to vote
- Understanding how Broadridge handles investor voting instructions: Does it need to be regulated?
- Does empty voting have real impacts on the outcome of a shareholder vote?
- Evaluating the role and methods of proxy advisory firms: Are institutional investors relying too heavily on proxy advisors?
- Identifying the role and responsibilities of investors – particularly institutional investors
- What are Canadian securities regulators doing to ensure an effective proxy voting system in Canada?
12:45 Networking Luncheon
2:00 Ensuring Compliance with the New Insider Reporting Regime
Sandra Blake
Director, Compliance Legal Counsel, Scotia Capital Inc.
Paul Hayward
Senior Legal Counsel – Corporate Finance
Ontario Securities Commission
Johanna Superina
Manager, Enforcement, Enforcement Branch
Ontario Securities Commission
- Outline of the principal requirements and key recent changes under NI 55-104 Insider Reporting Requirements and Exemptions:
- Understanding the new “reporting insider” concept and who is within the new class of reporting insiders
- Keeping compliant with accelerated reporting deadlines: Which reports are subject to the new requirements?
- Understanding new reporting requirements for certain stock-based compensation instruments
- What is involved in the new issuer grant report exemption for stock options and other stock-based compensation instruments?
- Understanding new deeming provisions relating to “designated insiders” and “60-day convertible securities”
- Consequential amendments to NI 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues
- Key areas of non-compliance in insider reporting since the new regime came into force
- Advising companies effectively on insider reporting, insider trading, blackout periods and information containment:
- Developing effective information and training practices to ensure compliance
- Overview of recent cases and settlements on insider reporting
- Recent developments in the investigation and prosecution of insider trading cases
- Future initiatives:
- Harmonized consequences of late filing
- “Hidden ownership”
3:15 Networking Refreshment Break
3:30 Regulatory Perspective on Overcoming Ongoing IFRS Conversion Issues and Keeping Boards Committed
Kelly Gorman
Deputy Director of Corporate Finance
Ontario Securities Commission
- What key business activities have been impacted by IFRS conversion? Where are continuing issues being seen?
- What are the ongoing key legal issues surrounding IFRS conversion? How should these be addressed?
- Keeping governing boards and audit committees fully committed to IFRS conversion process post Q1-2011:
- What further education and awareness of IFRS-related issues is needed?
- Communicating financial reporting impacts arising from IFRS conversion to management, investors and other stakeholders: Who is responsible for what?
- What compliance issues are the regulated community experiencing following the Q1 reporting requirement 2011?
- Have regulators been giving any leniency in the event of non-compliance with IFRS transition requirements?
- How best to approach the regulator with a non-compliance issue
- Benchmarking compliance with new requirements since January 1, 2011
- What early stage preparations have entities been taking to comply with pre-acquisition statements required by regulators?
- What kind of due diligence or deal protections are there surrounding transition issues?
- Reconciling interim statements: Working through the quirk in the proposed rules with regard to Canadian issuers
4:30 Conference Concludes
Conference Details