Brad Ross at the 8th Annual Securities and Business Law Forum


January 19-20, 2009
St. Andrew's Club and Conference Centre
Toronto, Ontario

Monday, January 19, 2009
9:10:  Current Trends and Developments in Canadian Corporate Law, Corporate Registrations and Filings

Speaker:  Brad Ross, Goodmans LLP

This session will cover:

  • An update report on Ontario Bill 52 amending the Ontario Business Corporations Act (OBCA) one year later
  • An overview on working with the Canada Business Corporations Act (CBCA)
  • Determining factors in selecting jurisdiction of incorporation
  • Relevance of Nova Scotia Companies Act and recent amendments to out-of-province practitioners
  • An overview of significant corporate law developments in other Canadian jurisdictions
  • Meeting registration requirements to carry on business outside the jurisdiction of incorporation
  • When, why and how to incorporate not for profit companies
  • Factors to consider before winding up, dissolving or amalgamating companies
  • Understanding the legal characteristics of and roles for shell companies, limited partnerships, companies as tax vehicles, joint ventures and companies with hybrid share structures
  • Corporate law considerations in the context of change of control transactions

Tuesday, January 20, 2009
1:30:  Managing Risk and Avoiding Statutory Liability When Acting for Public Companies

Speaker:  Goodmans LLP

This session will cover:

  • Why continuous disclosure matters: understanding the importance of timely and accurate filing
  • What is the significance of “materiality”?
  • Disclosing governance policies and executive compensation
  • What triggers secondary market liability?
  • Insider trading rules and insider trading reporting: managing the process
  • Proxy rules, forms and precedents
  • Documenting stock options
  • The function of audit committees and auditors: use of appropriate notices and forms
  • The role of securities law clerks in effective public company obligations’ compliance: What proactive measures can they provide to add value?

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