Hot Topics in Securities Law: Update on Current Issues Impacting Corporate Counsel

Transcription

1 Hot Topics in Securities Law: Update on Current Issues Impacting Corporate Counsel Presented by: Peter Klohn JUNE 13, Stewart McKelvey. All rights reserved. Not to be copied or used in whole or in part without the express written consent of Stewart McKelvey

2 HOT TOPICS IN Overview A. Federal Securities Legislation The Never Ending Story; B. The Financial and Consumer Services Act (New Brunswick) The Buck Stops Here; C. The Exempt Market for Securities The Market Shifts; and D. Crowdfunding Can You Fool Some of the People All of the Time? 2

3 Federal Securities Legislation The Never Ending Story A brief history The Canadian Securities Transition Office (CSTO) The arguments The decision: HOT TOPICS IN In sum, the proposed Act overreaches genuine national concerns.. A cooperative approach that permits a scheme recognizing the essentially provincial nature of securities regulation while allowing Parliament to deal with genuinely national concerns remains available and is supported by Canadian constitutional principles and by the practice adopted by the federal and provincial governments in other fields of activities. The reaction 3

4 HOT TOPICS IN The Financial and Consumer Services Act (New Brunswick) The Buck Stops Here The concept The nexus between corporate and securities regulation Key points i. The legislation included ii. The commission iii. The tribunal iv. The transition 4

5 The Exempt Market for Securities The Market Shifts HOT TOPICS IN Regulatory reaction Abuses and observations 5

6 Crowdfunding can you fool some of the people all of the time? The U.S. moves first HOT TOPICS IN The Canadian position The wisdom of the crowd - Pros and cons 6

7 HOT TOPICS IN Conclusion How does this all tie together? 7

8 QUESTIONS 7

9 These materials are intended to provide brief informational summaries only of legal developments and topics of general interest. The materials should not be relied upon as a substitute for consultation with a lawyer with respect to the reader s specific circumstances. Each legal or regulatory situation is different and requires review of the relevant facts and applicable law. If you have specific questions related to these materials or their application to you, you are encouraged to consult a member of our firm to discuss your needs for specific legal advice relating to the particular circumstances of your situation. Due to the rapidly changing nature of the law, Stewart McKelvey is not responsible for informing you of future legal developments. 8

10 Peter Klohn If I wasn t a lawyer, I d be a rugby coach. I m passionate about building teams that play hard successfully every day and work together for a common purpose. Transactions that work Based on his considerable background as a business owner, executive, director and lawyer, Peter takes a team approach to complex issues and creates innovative and practical business solutions. His experience tells him when to call in the cavalry, when to charge ahead, and when to regroup. He excels at finding the shortest distance between an idea and results successfully getting the job done right both on time and on budget. Representative matters From incorporation to divestiture, Peter has actively participated in structuring and advising on virtually every aspect of corporate activity in the private and public markets. He has worked with some of the Atlantic Region s largest (and soon to be largest) companies and its most innovative entrepreneurs with an emphasis on technology and growth industries. An acknowledged leader in corporate finance and securities matters, Peter works hard to keep his clients ambitions from becoming stalled by red tape and poor execution. He has acted as principal advisor and led project teams through major projects in a variety of industries including: Technology Manufacturing Transportation Biopharma Construction Gaming Financial services Environmental services Contact information Suite 1000, Brunswick House 44 Chipman Hill Saint John, NB, Canada E2L 2A9

11 Direct Dial: Direct Cell: Direct Fax: Areas of practice Securities / Corporate Finance Corporate/Commercial Owner Managed Business Technology and Intellectual Property Mergers & Acquisitions Education York University, LL.B., 1992 University of New Brunswick, B.B.A. (with distinction), 1979 Bar admission(s) New Brunswick, 1986 Alberta, 1983 Languages English Ratings Best Lawyers: Corporate Law, Best Lawyers: Securities Law, Lexpert (Corporate/Commercial) Lexpert (Mergers and Acquisitions) Lexpert (Corporate Finance & Securities) Martindale-Hubbell (BV) Law society memberships Law Society of New Brunswick Activities Member, Canadian Bar Association Practice group leader, Owner Managed Business, Stewart McKelvey Graduate, Director s Education Program Member, Institute of Corporate Directors (ICD) Chair, Harbour Station Commission Member, Board of Governors, Rothesay Netherwood School Director, Lymbix Inc.