Securities Superconference

Pre-Conference Workshops
Monday, February 22, 2010

Workshop A | 9:00 am – 12:00 pm
Fundamentals of Securities Law in Canada

Neill May
Partner
Goodmans LLP

Sheldon Freeman
Partner
Goodmans LLP

Securities regulations is increasingly complex and it is crucial that all involved can understand the intricacies of the Canadian capital markets, disclosure requirements, regulative regimes, industry practice and developments in enforcement and securities litigation.

Whether you are new to the area of securities law or are in need of a refresher, this interactive forum will provide a comprehensive look at the Canadian securities landscape and a solid foundation so that you can get the most out of the conference sessions that follow.

• Understanding the legal and regulatory framework in Canada
• Exploring the roles a nd mandates of the regulators
• Provincial Securities Commissions
• CSA
• Stock Exchanges
• IIROC
• Market Regulation Services Inc.
• Mutual Fund Dealers Association of Canada
• The registration requirement: registration of dealers, advisors and other investment professionals
• The prospectus requirement
• reviewing the IPO process
• private placements and the “closed system”
• Examining the critical role of key market participants
• Continuous disclosure obligations, insider reporting and other disclosure requirements
• Analyzing how securities enforcement works

Workshop B | 1:00 pm – 4:00 pm
U.S. Securities Law and Cross-Border Issues for Canadian Issuers,
Intermediaries and Their Advisors

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

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

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

This interactive workshop will provide in-depth coverage of key structures, regulations and developments in U.S. and cross-border securities law and offer a detailed and deliberative analysis of hot-button issues in the ever-changing regulatory and enforcement regime.

• Comprehensive overview of U.S. securities industry rules, developments and regulations
• Examining the impact of U.S. securities law on Canadian intermediaries
• Prevention, detection and cure: internal investigations objects, mechanics, and prominent role and impact on U.S. government investigations
• Exploring the SEC’s investigative and deliberative processes
• Criminal and civil investigations and their dilemmas for lawyers
• understanding the dynamic of overlapping jurisdictions, how agencies share information and parallel investigation dynamics
• Special U.S. issues that apply to offerings by Canadian issues into U.S. markets
• offerings made under the Canadian/U.S. multi-jurisdictional disclosure system (MJDS)
• Corporate governance matters and filing requirements for Canadian issues in the U.S.
• Best practices for Canadian companies and their underwriters on transactions involving U.S. legal matters: offerings of securities in the U.S. by Canadian issuers
• What you need to watch for regarding Canadian income trust and income participating securities offerings by U.S. companies
• Special U.S. legal issues that impact Canadian acquirers and targets in cross-border M&A transactions
• Analyzing the differences between compliance under SOX and Canadian requirements: accounting, governance, market impact and whistle-blower provisions
• Critical legal and practical issues in complex international offering

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