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
A Look Inside Canadian Insider Trading Policies
A Detailed Survey of Canadian Insider Trading Policies was developed by Goodmans LLP to highlight key trends in insider trading policy governance, based on a review of policies from 50 TSX-listed… -
Capital Markets
Successful Exercise of Dissent Rights Reaffirms Importance of Transaction Price
In a rare example of a successful exercise of statutory dissent rights, a group of shareholders dissenting from a court-approved merger recently obtained a fair value determination five times above… -
Mining
Ontario Proposes Limits on Critical Mineral and Essential Infrastructure Investments by Non-Canadians
In a political environment charged with concerns about foreign control over critical minerals and essential infrastructure, the Ontario government has introduced new legislation to safeguard those… -
Shareholder Activism
Navigating shareholder activism: The role of shareholder-called meetings, Lexpert
In a recent article for Lexpert.ca, authors Jonathan Feldman and Gurratan Gill discuss the legal framework governing shareholder-called meetings in Canada and highlights key considerations for both… -
Mergers and Acquisitions
Canada's Updated Merger Control Laws-How the Changes Impact Strategies for Practitioners and Merging Companies, American Bar Association
David Rosner authored Canada's Updated Merger Control Laws-How the Changes Impact Strategies for Practitioners and Merging Companies in American Bar Association's Antitrust Source Magazine. This… -
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…
Featured Work
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Mergers and Acquisitions
Quipt Home Medical to be taken private by Kingswood and Forager for US$260 million
Goodmans LLP is representing the Board of Quipt Home Medical Corp. in connection with its definitive agreement to be taken private by Kingswood Capital Management, L.P. and Forager Capital Management… -
Mergers and Acquisitions
WildBrain to sell 41% Peanuts stake to Sony for C$630 million
Goodmans LLP is acting for WildBrain Ltd. (“WildBrain”) in connection with its definitive agreement to sell its 41% stake in Peanuts Holdings LLC (“Peanuts”) to Sony Music Entertainment (Japan) Inc… -
Mergers and Acquisitions
Dream Industrial REIT forms joint venture with CPP Investments
Goodmans LLP is acting as independent legal counsel for the Special Committee of Dream Industrial REIT in connection with a C$805 million joint venture with the Canada Pension Plan Investment Board… -
Mergers and Acquisitions
Dream Residential REIT acquired by Morgan Properties for C$491 million
Goodmans LLP acted for the Special Committee of Dream Residential REIT in connection with its acquisition by Morgan Properties in an all-cash transaction for approximately C$491 million… -
Shareholder Activism
Plantro Ltd. and Calian Group enter cooperation agreement
Goodmans LLP advised Plantro Ltd. in connection with entering a cooperation agreement with Calian Group Ltd. to accelerate its board renewal process and establish a temporary board committee to… -
Mergers and Acquisitions
Maple acquires Beyond ADHD
Goodmans LLP acted for Maple Corporation in connection with its acquisition of Beyond ADHD, whereby Beyond ADHD will operate as a Maple subsidiary…
News & Events
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Mergers and Acquisitions
Jon Feldman Interviewed in “Canadian Proxy World Heating Up”, CorpGov
Goodmans Partner Jon Feldman recently sat down with CorpGov’s Editor-in-Chief John Jannarone to discuss the current Canadian proxy space, the numerous take-private transactions, and more.To watch the… -
Mergers and Acquisitions
David Zitzerman Quoted in "The Canadian implications in Netflix’s Warner Bros. acquisition", Playback Daily
Goodmans Partner David Zitzerman discusses the potential Canadian implications of a successful Netflix acquisition in Playback Daily: “Zitzerman says that some assets fit into Netflix’s… -
Banking and Financial Services
Goodmans Receives Top-Tier Recognition from The Legal 500 Canada 2026
We are pleased to announce Goodmans has once again received top-tier recognition from The Legal 500 Canada in their 2026 Guide.Recognition from The Legal 500 is based on independent research and…