Details
Wednesday, September 19th, 2012
Goodmans, LLP
Toronto, Ontario
Schedule
Registration
7:30 - 8:00am
Panel Discussion
8:00 - 9:30am
Moderator:
Jonathan Lampe, Partner, Goodmans LLP
Panellists:
- Lawrence E. Ritchie, Vice Chair of the Ontario Securities Commission , on secondment with the Canadian Securities Transition Office as Executive Vice President and Senior Policy Advisor
- Martin MacLachlan, Senior VP Legal Affairs and Corporate Secretary, Canaccord Genuity Corp.
- Brenda Gosselin, Partner, Goodmans LLP
Insider trading is an issue that continues to generate headlines in the news and receive considerable attention from securities regulators. While there has been significant progress in addressing, monitoring and preventing insider trading, it remains a real risk to organizations. Ensuring your organization is taking every necessary precaution is critical.
The session will cover the following:
- Brief overview of the regulatory framework
- Reporting obligations
- Statutory prohibitions against insider trading and tipping
- Application to derivatives
- Rules applicable to take-over bids and other acquisitions
- Necessary course of business exception
- Use of “walls” and implications where walls aren’t used
- Special considerations for shareholders with board representatives
- Other situations where access to material, non-public information may be relevant
- Practical issues
- Framing, monitoring and enforcing trading policies generally
- Maintaining confidentiality
- Confidentiality/trading restrictions that may arise in certain contexts:
- Issuance of securities (including option grants and exercises and private placements)
- M&A context (eg. under confidentiality/standstill agreements, “early warning” restrictions, availability of exemption from formal valuation requirements)
- Proxy contests
- Dealing with the regulators
- Enforcement
- Penalties and consequences
- Lessons from recent enforcement activity
People
Insights
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Mergers and Acquisitions
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Capital Markets
Canada Initiates Consultations and Proposes New Measures to Strengthen Anti-Modern Slavery Efforts
The Fighting Against Forced Labour and Child Labour in Supply Chains Act (the “Act”) came into force on January 1, 2024, implementing enhanced reporting requirements for certain entities to combat… -
Capital Markets
Canadian Securities Regulators Moving Forward With Access Model for Delivery of Continuous Disclosure Documents
On November 19, 2024, the Canadian Securities Administrators (CSA) announced they are moving forward with the previously announced access model (the “Access Model”) for non-investment fund reporting… -
Capital Markets
Clarification on Rules Relating to the Removal of Directors by Shareholders
In OneMove Capital Corporation v. Dye & Durham Limited (“OneMove v. D&D”), the Ontario Superior Court of Justice (the “Court”) held that shareholders may not submit a proposal under section… -
Capital Markets
Delaware Court Finds Advance Notice Bylaw Amendments Unenforceable, But Denies Relief Based on Dissident Shareholders’ Deceptive Conduct
The Supreme Court of Delaware’s recent decision in Kellner v. AIM ImmunoTech Inc. provides important guidance on the limits of a board’s authority to amend an “advance notice” bylaw in the context of… -
Private Equity and Venture Capital
Lexology In-Depth: Real Estate M&A and Private Equity, Edition 9 - Canada Chapter
Brenda Gosselin and Stephen Pincus co-authored the Canada Chapter of Lexology's In-Depth: Real Estate M&A and Private Equity, Edition 9. In-Depth: Real Estate M&A and Private Equity is a…
Featured Work
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Aging and Health Care
Welltower to acquire Amica Senior Lifestyles portfolio for $4.6 billion
Goodmans is advising Welltower Inc. in connection with its announced acquisition of a portfolio of senior housing communities from Amica Senior Lifestyles and Ontario Teachers' Pension Plan for… -
Mining
Coeur Mining, Inc. acquires SilverCrest Metals Inc. at an implied equity value of approximately US$1.7 billion
Goodmans LLP acted as Canadian counsel to Coeur Mining, Inc. in connection with its acquisition of SilverCrest Metals Inc., whereby pursuant to a plan of arrangement Coeur acquired all of the issued… -
Mergers and Acquisitions
Converge Technology Solutions Corp. to be taken private by H.I.G. Capital
Goodmans LLP is advising Converge Technology Solutions Corp. in connection with its arrangement agreement with an affiliate of H.I.G. Capital, whereby H.I.G has agreed to acquire all of the issued and… -
Mergers and Acquisitions
Apotex acquires CanPrev
Goodmans LLP acted for Apotex Inc. in connection with its acquisition of CanPrev, a leading Canadian provider of vitamins, supplements, and other natural health products… -
Mergers and Acquisitions
Ryan, LLC completes acquisition of Altus Group’s Property Tax Services business
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Competition and Foreign Investment
TRADER Corporation acquired by AutoScout24
Goodmans LLP acted as Canadian regulatory counsel for TRADER Corporation in connection with its acquisition by AutoScout24 (a portfolio company of Hellman & Friedman) from Thoma Bravo…
News & Events
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- Mergers and Acquisitions
Allan Goodman at the NACO Summit 2025
Join Allan Goodman at the NACO Summit 2025 on April 29-30th at the National Arts Centre in Ottawa where he will be moderating a panel entitled, “Mining M&A Roll-Ups: Lessons in Consolidation… -
Shareholder Activism
Jon Feldman interviewed in “IN-DEPTH: Q&A with Goodmans”, Diligent Market Intelligence
Goodmans partner Jon Feldman recently sat down with Diligent Market Intelligence to discuss the evolving activism landscape in Canada. The article, “IN-DEPTH: Q&A with Goodmans” captures his… -
Aging and Health Care
The Canadian Legal Lexpert Directory 2025 Once Again Recognizes Goodmans
We are proud to announce Goodmans LLP continues to be recognized in the 2025 edition of The Canadian Legal Lexpert Directory.Congratulations to the 96 Goodmans lawyers recognized as leaders across…