Securities Superconference

Day 1 – Tuesday, February 23, 2010

8:00 Registration Opens – Coffee Served

8:45 Opening Remarks from the Co-Chairs

Constance L. Sugiyama
Partner
Gowling Lafleur Henderson LLP

Brenda M. Leong
Chair and Chief Executive Officer
British Columbia Securities Commission

9:00 Meeting New Challenges in the Fast Evolving World of Stock Exchanges and Stock Listing, Financing and Trading

Kevan Cowan
President, TSX Markets and TMX Group Head of Equities
TSX

9:30 Don’t Forget The Shareholders! Shareholder Activism and the New Financial Order

Stephen Griggs
Executive Director
Canadian Coalition for Good Governance

Kelley McKinnon
Partner
Gowling Lafleur Henderson LLP

• What are the trends in ‘shareholder activism’ in Canada and the U.S.?
• lessons learned from leading cases
• How do shareholder initiated actions and interventions affect deals, governance practices, and getting on with business?
• Practical strategies for anticipating, assessing and responding to shareholder activism

10:30 Networking Refreshment Break

10:45 Exploring the Current Framework for OTC Derivatives: What Can We Learn from the Quebec Derivatives Act?

Alix d’Anglejan-Chatillon
Partner
Stikeman Elliott LLP

Derek West
Director, Centre of Excellence for Derivatives
Autorité des marchés financiers

• Clarifying the current regulatory framework for OTC derivatives
• Understanding the Canadian federal efforts to harmonize futures and securities regulations
• lessons from the Hockin Report
• updates from the Pan-Canadian Investors Committee for Third-Party Structured Asset Backed Commercial Paper
• Analyzing the Quebec Derivatives Act: how successful has Quebec been in attempting to regulate OTC derivatives?
• learning how to meet the dealer requirements of the Derivatives Act
• best practices for managing transactions under the new requirements
• exploring registration requirements and exemptions from registration under the Derivatives Act
• what can the CSA and the provincial regulators learn from the Quebec experience in regulating OTC derivatives?
• Examining the United States’ attempts to regulate OTC derivatives
• what can we learn from their experience?
• what steps have regulators in the U.S. taken?

12:00 Networking Luncheon for Delegates and Speakers

1:15 Update on the M&A and Take-Over Market: Emerging from the Financial Crisis

Darryl Levitt
Counsel
Macleod Dixon LLP

Paul A. D. Mingay
Partner
Borden Ladner Gervais LLP

Jim Osler
Principal and Head, Mergers & Acquisitions
Genuity Capital Markets

• Exploring the latest trends in M&A activity: how has the recent economic crisis impacted M&As?
• tips for obtaining financing for M&A in the current economic climate
• Avoiding the risk of litigation when arranging mergers and acquisitions
• successful strategies for structuring M&A deals
• An update on bondholder rights: what can we learn from the BCE case?
• Analyzing the duties of directors and officers during mergers and acquisitions
• Best practices for managing disclosure issues and fulfilling your disclosure obligations
• How will recent amendments to the Competition Act affect M&A deals?
• Understanding how proposed amendments to the Investment Canada Act may impact M&A deals
• Examining the latest developments in defensive tactics
• The latest securities commissions decisions regarding poison pills
• how should poison pills be used?
• Exploring recent U.S. M&A deals: what lessons can be applied in Canada?

2:30 Networking Refreshment Break

2:45 Registrant Regulation Update: National Instrument 31-103, Client Relationship Model and Point of Sale

Prema K. Thiele
Partner
Borden Ladner Gervais LLP

William Donegan
Chief Compliance Officer
Scotia Securities Inc.

• Understanding the rules for registration and the exemptions
• fund managers
• investment counsel
• limited market dealers
• exempt market dealers
• Examining the proficiency requirements and trading rules
• Client relationship model: exploring the SRO rules that are accompanying the registration reform
• how will these affect registrants?
• How will the new registration requirements affect cross-border business and transactions?
• Top tips for ensuring a smooth transition to the new registration regime
• Best practices for ensuring compliance with the registration requirements
• Update on point of sale initiative

4:00 Navigating the Latest Developments in U.S. Securities Law

Jacob S. Frenkel
Partner, Shulman, Rogers, Gandal, Prody & Ecker, P.A.
(United States)

Guy P. Lander
Partner
Carter Ledyard & Milburn LLP (United States)

• Analyzing the response from the regulators to the recent financial crisis
• what’s coming down the pipeline for regulations?
• following up on regulations relating to short-selling: how have they worked?
• exploring the U.S.’s response to credit rating agencies
• Tips and traps in U.S. and Canadian cross-border acquisitions
• The latest in cross-border reporting, exemptions and M&A transactions
• Examining the latest on executive compensation disclosure rules and related party transactions
• Update on corporate fraud prosecutions
• Best practices for internal investigations: dealing with privacy and other issues

5:00 Co-Chairs’ Closing Remarks

Conference Adjourns

Day 2 – Wednesday, February 24, 2010

8:30 Coffee Served

9:00 Opening Remarks from the Co-Chairs

9:05 Successful Strategies for Corporate Governance

Carol Hansell
Senior Partner, Davies Ward Phillips & Vineberg LLP
Chair, Corporate Governance Committee,
American Bar Association

Carmen Rossiter
Managing Director
Protiviti

• Updates on current and future corporate governance regulations
• Best practices for developing effective corporate governance policies
• Top tips for complying with executive compensation disclosure rules
• are further changes being considered?
• Avoiding complications with insider trading and reporting
• Fulfilling your disclosure objections
• Exploring board investigations of corporate conduct
• the role of the investigative committee
• dealing with regulators
• Complying with privacy legislation and obligations
• Cross-border and international issues: what to look out for

10:15 Networking Refreshment Break

10:30 Dealing with Credit Rating Agencies: Will the System Change?

Michael Brown
Assistant Manager, Corporate Finance Branch,
Ontario Securities Commission

Sean Egan
Managing Director
Egan-Jones Ratings Co. (United States)

• Understanding the role of the credit rating agencies in the recent economic crisis
• reconciling high scores with failing companies
• How are the federal and provincial securities commissions proposing to regulate credit rating agencies?
• lessons coming out of the ABCP experience and the CSA paper
• should the government be regulating the agencies: benefits and drawbacks
• Should the information that the agencies utilize in assigning scores be made public? What are the objections to this practice?
• Is there a shift in how the credit rating agencies are assigning ratings after the economic crisis?
• are they more wary of certain sectors?
• Examining SEC regulatory initiatives concerning credit rating agencies in the United States
• how is the U.S. dealing with the agencies’ roles in the recent economic crisis?
• is there a push to regulate the agencies in the U.S.?

11:15 Navigating the Minefield of Class Actions, Securities Litigation and Settlement

Sandra A. Forbes
Partner
Davies Ward Phillips & Vineberg LLP

Melissa MacKewn
Partner
Heenan Blaikie LLP

Josée Turcotte
Deputy Secretary and Independent Adjudicative Counsel
Ontario Securities Commission

• Has the recent economic crisis resulted in increased securities litigation?
• The latest information on securities class actions
• Minimizing the risk of class action litigation and regulatory investigations
• managing activist shareholders
• Best practices for managing cross-border securities litigation
• Recent developments in U.S. class actions and securities litigation
• Successful strategies for settling class actions
• exploring the pros and cons of settlement
• terms to be included in settlement agreements
• top tips for structuring settlements
• Examining the end result of the BCE case: was the Supreme Court decision surprising?
• what impact will this case have on future securities class actions?
• Dealing with joint civil, quasi-criminal, criminal and administrative cases
• Recent cases and trends in securities litigation before the OSC
• Latest developments in settlement agreements before the OSC

12:30 Networking Luncheon for Delegates and Speakers

1:45 The Latest Word on Securities Enforcement

Moderator:

Don J. DeGabrielle
Partner, Fulbright & Jaworski L.L.P. (United States)
Former United States Attorney for the Southern
District of Texas (Houston)

Panelists:

Ellen Bessner
Partner
Cassels Brock & Blackwell LLP

Kathryn J. Daniels
Deputy Director, Case Management and Litigation
Ontario Securities Commission

Jeff Kehoe
Director, Enforcement Litigation
IIROC

• The latest initiatives from SROs and provincial regulators
• Update on recent developments from IMET and the RCMP
• Best practices for avoiding prosecution or civil liability
• Top tips for working with securities regulators: knowing what to do and say
• Cooperating and settling with regulators: when is this in your best interest?
• dealing with issues of privilege
• Exploring cross-border and multi-lateral enforcement
• Navigating the penalties for non-compliance
• Lessons learned from recent cases: has the Livent case changed the enforcement landscape in Canada?
• How will the federal government’s promises to crack down on corporate crime impact securities enforcement?

3:00 Co-Chairs’ Closing Remarks
Conference Concludes

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