This is a four hour course that attempts foundational and detailed coverage of the Ontario Securities Act, with the goals of both ensuring good understanding of the most important requirements of securities law, as well as the underlying policy objectives that those rules are intended to achieve. There will be reference to other provincial or international regulation where appropriate for comparison. Included in the detailed coverage are the definitions of key securities regulatory concepts such as “security”, “trade”, and “distribution”; requirements for primary and secondary distribution of securities; prospectus disclosure; exemptions and resale rules as well as recent changes here; continuous and timely disclosure obligations with particular reference to prohibitions on insider trading; mergers and acquisitions with particular reference to takeover bid legislation; primary and secondary market civil liability; enforcement law and policy.

This is a four hour course in which we will deliver an overview of securities regulation in Canada from a practitioner’s perspective. We will review the Ontario Securities Act, regulations and policies, and will reference certain securities laws in other jurisdictions as well. We will study certain key securities regulatory concepts and how they intersect with today’s corporate finance markets. Our review will include: the meaning of terms such as “security”, “trade” and “distribution”; primary and secondary distribution of securities; prospectus offerings; private placement exemptions and resale rules; regulation of the trading markets including various stock exchange rules; capital pool companies and SPACs; continuous and timely disclosure; takeover bid legislation; mergers and acquisitions; primary and secondary market civil liability; and regulatory enforcement issues. Our goal is to have our students leave the course with a solid grounding in Canadian securities law as well as a good understanding of how these laws impact corporate finance in Canada.