Securities Fundamentals: Private Placements

The how. The why. The do's and don'ts.

Rebroadcast
"Jump Start on CPD 2015": Wednesday, April 1, 2015; Time: 9:00 am – 4:00 pm

(Original course: Tuesday, November 18, 2014)

Who should attend: Lawyers with 1 to 3 years of experience practicing in the area of securities and experienced lawyers who seek a refresher on private placements; the course may also be of interest to in-house counsel and business lawyers who get involved with private placements.

Learning level: Fundamental

The experts will provide you with a solid foundation for dealing with Private Placements, including best practices and how to navigate the pitfalls. In addition to learning the ins and outs from experienced counsel, you will also benefit from the additional perspectives of the transfer agent, TSX, TSX Venture Exchange, the BC Securities Commission, and the Law Society.

From this course you will learn…

• strategies and practice points for working with private placements, including subscription agreements, agency or underwriting agreements, warrant indentures, and overall closing mechanics
• how to facilitate exchange review and acceptance
• the most common US exemptions
• best practices for funds coming in and out of trust in transactions

Law Society of BC CPD Hours: 6 hours (a minimum of 1 hour will involve aspects of professional responsibility and ethics, client care and relations, and/or practice management)

Course Chair
Geoffrey M. Sherrott — Edwards, Kenny & Bray LLP, Vancouver

Planning Committee
Dwight D. Dee — Miller Thomson LLP, Vancouver
Zafar Khan — Policy Counsel, Listed Issuer Services, TSX Venture Exchange, Vancouver
Candice Peskett — Boughton Law Corporation, Vancouver
Lucy Schilling — DuMoulin Black LLP, Vancouver
Larissa M. Streu — Senior Legal Counsel, Corporate Finance, British Columbia Securities Commission, Vancouver
Katherine H. Tang — Boughton Law Corporation, Vancouver

Pricing
Rebroadcast
"Jump Start on CPD 2015"
EARLY BIRD (Register by March 4, 2015 and SAVE): $405
After March 4, 2015: $450

CLEBC Program Lawyer
Genevieve Chang
gchang@cle.bc.ca

Course Chair
Geoffrey M. Sherrott — Edwards, Kenny & Bray LLP, Vancouver

About the Course Chair
 Geoffrey M. Sherrott is a partner at Edwards, Kenny & Bray LLP, Vancouver where he practices in the business, environmental, mining, and securities areas. He advises private and public companies on a wide range of commercial and corporate issues and has particular experience in dealing with securities and environmental law issues.

Geoffrey is a five-time chair of CLEBC’s Securities Fundamentals course. He has written extensively as co-editor and co-author for the CLEBC publication Buying and Selling a Business—Annotated Precedents, and as author of the chapter “equity financing for private companies” in the CLEBC book Advising British Columbia Businesses. Geoffrey was called to the BC bar in 1994.

Planning Committee
Dwight D. Dee — Miller Thomson LLP, Vancouver
Zafar Khan — Policy Counsel, TSX Venture Exchange, Vancouver
Candice Mordy — Boughton Law Corporation, Vancouver
Lucy H. Schilling — DuMoulin Black LLP, Vancouver
Larissa M. Streu — Senior Legal Counsel, Corporate Finance, BC Securities Commission, Vancouver
Katherine H. Tang — Boughton Law Corporation, Vancouver

Faculty
Chris Birkett, CA — Senior Manager, Listed Issuer Services, Toronto Stock Exchange, Vancouver
Felicia Ciolfitto — Manager, Trust Regulation, Law Society of BC, Vancouver
Nicole Clement — General Manager, Corporate Trust, Computershare, Vancouver
Dwight D. Dee — Miller Thomson LLP, Vancouver
Zafar Khan — Policy Counsel, Listed Issuer Services, TSX Venture Exchange, Vancouver
Daniel M. Miller — Dorsey & Whitney LLP, Vancouver
Candice Peskett — Boughton Law Corporation, Vancouver
Lucy H. Schilling — DuMoulin Black LLP, Vancouver
Geoffrey M. Sherrott — Edwards, Kenny & Bray LLP, Vancouver
Larissa M. Streu — Senior Legal Counsel, Corporate Finance, BC Securities Commission, Vancouver
Katherine H. Tang — Boughton Law Corporation, Vancouver

Welcome and Introduction

Geoffrey M. Sherrott — Edwards, Kenny & Bray LLP, Vancouver

Exempt Distributions: A Primer

• the corporate and securities law web

Geoffrey M. Sherrott — Edwards, Kenny & Bray LLP, Vancouver

Subscription Agreements

• how to structure the agreement
• what representations and warranties to include and why
• what pitfalls to avoid

Candice Mordy — Boughton Law Corporation, Vancouver
Katherine H. Tang — Boughton Law Corporation, Vancouver

Networking Break

TSX and TSX Venture Exchange: Facilitating Exchange Review and Acceptance

• pricing rules
• shareholder approval
• limitations on commissions/finder’s fees
• principal disclosure requirements
• filing tips and best practices

Chris Birkett, CA — Senior Manager, Listed Issuer Services, Toronto Stock Exchange, Vancouver
Zafar Khan — Policy Counsel, TSX Venture Exchange, Vancouver

Trust Accounts

• best practices for handling funds coming in and out of trust
• cash transactions—what you can and can’t accept
• Law Society requirements for electronics funds transfers
• dealing with time sensitive transactions

Felicia Ciolfitto — Manager, Trust Regulation, Law Society of BC, Vancouver

Lunch

BC Securities Commission Update

• tips on using the new existing security holder exemption
• update on proposed changes to other prospectus exemptions
• common pitfalls and how to avoid them

Larissa M. Streu — Senior Legal Counsel, Corporate Finance, BC Securities Commission, Vancouver

US Private Placement

• overview of most common U.S. exemptions

Daniel M. Miller — Dorsey & Whitney LLP, Vancouver

Networking Break

The "How To" Guide to Smooth Closings

• the anatomy of an agency or underwriting agreement
• the in's and out's of warrant indentures
• closing mechanics, including electronic settlement

Nicole Clement — General Manager, Corporate Trust, Computershare, Vancouver
Dwight D. Dee — Miller Thomson LLP, Vancouver
Lucy H. Schilling — DuMoulin Black LLP, Vancouver

Closing Questions and Comments