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Goodmans Presents: Insider Trading – How to Stay Out of the Headlines

September-19-2012

Lawyer Brenda Gosselin
Area Shareholder Rights and Activism, White Collar Risk Management and Investigations

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.
  • John Keefe, Partner, Goodmans LLP
  • 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
      To Register, Click HERE