January 30 - 31, 2006 • St. Andrew’s Club and Conference Centre • 150 King Street West, TorontoDAY ONE CO-CHAIRSJennifer Woo AssociateBlake, Cassels & Graydon LLP

Kym Zelinski Senior Law ClerkBlake, Cassels & Graydon LLP

DAY TWO CHAIRKathleen RitchieSenior AssociateGowling LafleurHenderson LLP

Advanced Securities Course and Advanced Corporate and Commercial Law

5 th Annual

LAW CLERKS FORUMM

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P R E S E N T S

ENROLL TODAY! Call 1-888-777-1707 or fax 1-866-777-1292 or register online at www.insightinfo.com

This advanced two-day law clerks’ forum will provide you with the tools and techniques to overcome the challenges in the securities law field and in corporate andcommercial law practice areas. Experts will help you master the latest case lawand regulatory developments, and the most difficult procedural requirements while discussing best practices. You leave this conference with a higher level of knowledge for your professional practice.

• Disclosure of corporate governance practices andcertification developments

• An in-depth look at both the Canada Business Corporations Actand the Business Corporations Act(Ontario)

• New requirements of the Not-for-profit Corporations Act

• Dealing with directors’ and officers’conflicts of interest: getting it intothe minute book, documenting theproblem and its resolution

• How to word strong and convincingdrafts, contracts and agreements

• Latest judicial decisions concerningthe relationship betweencorporations and their shareholders

• Recent amendments to theSecurities Act (Ontario)

• How National Instrument 45-106harmonized various exemptionsacross the country

• Benefits of Bill 198 compliance

• Understanding early warningrequirements and alternativemonthly reporting system

• Overview of periodic and event-driven filings for TSX and TSX Venture Exchange listed issuers

Monday January 30, 2006Advanced Securities Course

Tuesday January 31, 2006Advanced Corporate and Commercial Law

Delegates will receive a set of original materials, as well access online to conference papers through Insight’s , that will serve as invaluable reference sources after the program.

• Corporate and CommercialLaw Clerks, specializing in Corporate Finance,Business Law, CorporateGovernance and Corporate/Commercial Law

• Securities Law Clerks

• Junior Lawyers

• Senior Associates

• Associates

• Consultants

• Senior Legal Assistants

• Legal/Litigation Secretaries

• Junior Litigation Lawyers

• Paralegals

• Law Students

WHO SHOULD ATTEND

Gesta AbolsGoodmans LLP

Tim BabcockTSX Venture Exchange

Geoff ClarkeFasken Martineau DuMoulin LLP

Raj Dewan Toronto Stock Exchange

Michael DisneyDavies Ward Phillips Vineberg LLP

Dina DizonOntario Securities Commission

Aaron EmesTorys LLP

Andrew FlemingOgilvy Renault LLP

Mark GelowitzOsler, Hoskin & Harcourt LLP

Joseph GroiaGroia & Company Professional Corp.

Andrew GrossmanStikeman Elliott LLP

Donna LeitchOntario Securities Commission

Farida Merali Gowling Lafleur Henderson LLP

Kimberly PosterMcMillan Binch Mendelsohn LLP

Kathleen RitchieGowling Lafleur Henderson LLP

Steve StevensFasken Martineau DuMoulin LLP

Jennifer WooBlake, Cassels & Graydon LLP

Kym ZelinskiBlake, Cassels & Graydon LLP

PARTICIPATING FIRMS AND CORPORATIONS:

“Being a small office I am expected to do quite a number of tasks that would be considered crossing overto the law clerk’s responsibilities. This program and its handout give me a clear plan of my expectationsand responsibilities.”

– Jacquie Bianco, Legal Assistant, Ontario School Boards Insurance Exchange

“Exposed to many issues important to our day-to-day business.”– Mary Louise Walker, Blake Cassels & Graydon LLP

“Great information! I feel “updated” in new diligence requirements.”– Amanda Penfold, Law Clerk, Canadian Tire Corporation Ltd.

“Excellent overview of new procedures. Reinforcement of Best Practices. Useful ideas fornegotiation/settlement. Helpful precedents.”

– Brian Kirkland, Law Clerk, Stevenson & Associates

“I gained an abundance of new information, which I can pass on to my colleagues. (Very well informed)”– Ruth Alexo, Law Clerk, Lerners LLP

WHAT YOUR COLLEAGUES HAVE SAID:

• What does it mean to be a "private issuer"? • New filing and disclosure requirements for

Ontario issuers • What is left of OSC Rule 45-501?

11:00 Take-Over Bids, Early Warning System, ControlBlock Sales and Insider Reporting

Aaron Emes AssociateTorys LLP

• Take-over bids and issuer bids – key regulations

• Understanding the early warningrequirements and the alternative monthlyreporting system

• Sales by control persons• Overview of the insider reporting obligations

12:00 Networking Luncheon

1:15 Continuous Disclosure Obligations: Increasing theInvestor’s Confidence

Joseph GroiaPartnerGroia & Company Professional Corp.

• Improved standards reap higher levels ofquality of information for investors

• Filing deadlines and delivery requirementsfor reporting issuers

• National Instrument 51-102 ContinuousDisclosure Obligations

• National Instrument 81-106 Investment FundContinuous Disclosure

• Exemptions Relating to Foreign Issuers: howcan foreign issuers obtain exemptions?

• Benefits across Canada due to theamendments that harmonize the continuousdisclosure requirements

• Discussion on why the rules are changing

2:00 Civil Liability for Secondary Disclosure Set Out in the Securities Act (Ontario)

Geoff ClarkeAssociate Fasken Martineau DuMoulin LLP

• Statutory civil liability for continuousdisclosure in the secondary market in Ontario

8:15 Registration and Continental Breakfast

9:00 Welcoming Remarks from Insight Information

9:05 Co-Chair’s Opening Remarks

Jennifer WooAssociateBlake, Cassels & Graydon LLP

Kym Zelinski Senior Law ClerkBlake, Cassels & Graydon LLP

9:15 Securities Law: Legislative Developments and Case Studies

Mark Gelowitz PartnerOsler, Hoskin & Harcourt LLP

• Recent judicial decisions concerning therelationship between corporations and their shareholders

• How will these decisions impact corporateconduct in the future?

• Case Study: Kerr v. Danier Leather Inc.• Appropriate measure of damages: subsection

130 (9) of the Securities Act (Ontario)• Effect of securities class actions – a

shifting balance• Case Study: Ford Motor Co. v. Ontario

Municipal Employees Retirement Board• Recent amendments to the Securities Act

(Ontario)

10:00 Coffee Break

10:15 Working With National Instrument 45-106Prospectus and Registration Exemptions

Kimberly Poster PartnerMcMillan Binch Mendelsohn LLP

• How National Instrument 45-106 harmonizedvarious exemptions across the country

• What new exemptions are available forOntario issuers?

• What has been incorporated, and what hasbeen revoked?

Monday January 30, 2006Advanced Securities Course

8:15 Continental Breakfast

9:00 Chair’s Opening Remarks

Kathleen Ritchie Senior AssociateGowling Lafleur Henderson LLP

9:15 Corporate Governance: Latest Important Developments

Andrew Grossman PartnerStikeman Elliott LLP

• NI 58-101 Disclosure of CorporateGovernance Practices

• NP 58-201 Corporate Governance Guidelines• MI 52-110 Audit Committees• NI 81-107 Independent Review Committee

for Investment Funds• MI 52-109 Certification of Disclosure in

Issuers' Annual and Interim Filings• MI 52-111 Reporting on Internal Control over

Financial Reporting• Other recent developments

10:15 Coffee Break

10:30 Corporate Governance Standards: Shifting to an American Approach

Sean Stevens PartnerFasken Martineau DuMoulin LLP

• Rules and guidelines implemented by theCSA regarding corporate governance

• Shift of Canadian requirements to parallelU.S. requirements

• Proposed amendments to the CBCA –analysis and impact

• Integration between the Canadian andAmerican economies

11:30 Dealing with Directors' and Officers' Conflicts of Interest

Michael Disney PartnerDavies Ward Phillips & Vineberg LLP

• Courts' zero tolerance of fiduciaries'conflicts between self-interest and duty

• What will the new amendments change?• Means of prevention to be taken against

“strike-suits”• Potentially liable parties and the

liability limitations• Business benefits of Bill 198: sufficient

compliance with legislation• Post-Enron environment • Comparable securities legislation in the

United States

2:45 Refreshment Break

3:00 Registration Matters – National Registration System

Donna Leitch Assistant ManagerOntario Securities Commission

Dina Dizon Assistant ManagerOntario Securities Commission

• Filing deadlines and delivery requirementsfor registrants

• Understanding the National RegistrationSystem and National Registration Database

3:45 TSX and TSX Venture Exchange : Overview ofTransaction Filing Requirements

Tim Babcock Manager Listed Issuer ServicesTSX Venture Exchange

Raj Dewan Manager Listed Issuer ServicesToronto Stock Exchange

• Overview of periodic and event-driven filings for TSX and TSX Venture Exchangelisted issuers

• Disclosure of corporate governance practices• Equity financings including private

placements and public offerings• Change to capital structure including stock

consolidations, splits and dividends• Requisite process and filing relating to

stock option grants

4:30 Conference Adjourns for the Day

Tuesday January 31, 2006Advanced Corporate and Commercial Law

• Consequences of conflicts of interests• How to identify and deal with conflict situations • Navigating the "safe harbour" rules in the

corporate statutes • Using unanimous shareholder agreements • Getting it into the minute book: how to

document the problem and its resolution

12:15 Networking Luncheon

1:30 Understanding the Requirements of the CanadaBusiness Corporations Act and the BusinessCorporations Act (Ontario)

Gesta AbolsAssociateGoodmans LLP

• An in-depth look at both the Canada Business Corporations Act and the Business Corporations Act (Ontario)

• Key similarities and differences between theCBCA and the OBCA

• When should you use which Act?• Tips to overcome the pitfalls in each statute• Extra-provincial registration requirements

2:30 Refreshment Break

2:45 An Overview of Canadian Insolvency Law

Derrick C. TayPartnerOgilvy Renault LLP

• Identifying the Canadian statutes whichgovern insolvency and bankruptcy

• Understanding bankruptcies• Understanding receiverships• Understanding restructurings:

- under the Bankruptcy and Insolvency Act- under the Companies Creditors'

Arrangement Act- under the Winding Up and Restructuring Act

3:30 Advanced Written and Spoken Communication Skills

Farida Merali AssociateGowling Lafleur Henderson LLP

• Wording strong and convincing documents• How to structure an agreement: tips to

follow and pitfalls to avoid• Plain language writing in documents• Managing boilerplate and the English

language

4:30 Conference Concludes

7 th Annual

CANADIAN PRIVATE EQUITY MARKETS SUMMITNovember 16, 2005 • Toronto

4 th Annual

ABORIGINAL LAW FORUMNovember 17 - 18, 2005 • Toronto

8 th Annual

ADVERTISING AND MARKETING LAWNovember 24 - 25, 2005 • Toronto

CANADIAN SECURITIES REGULATION COURSENovember 29 - 30, 2005 • Toronto

3 rd Annual

COMMERCIALIZING GENETIC PATENTSDecember 5 - 6, 2005 • Ottawa

ONTARIO'S NEW CONSUMER PROTECTION ACTDecember 5 - 6, 2005 • Toronto

4 th Annual

INCOME TRUSTS CONFERENCEJanuary 10 - 11, 2006 • Toronto

LITIGATING AND REGULATING DRUG SAFETYJanuary 23 - 24, 2006 • Toronto

UPCOMING INSIGHT EVENTS

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HOTEL RESERVATIONS: The St. Andrew’s Club and Conference Centre is conveniently locatedat 150 King Street West (the 27th floor), Toronto, ON. Tel: 416-366-4228.For overnight accommodation, please contact The Hilton Toronto,located at 145 Richmond St. West, Toronto, ON. Tel: 416-869-3456 or by fax 416-869-3187. Please ask for the Insight corporate rate.

CANCELLATION AND REFUND POLICY:Refunds will be given for cancellations received in writing by January 10, 2006 subject to an administration fee of $200.00 plus $14.00 GST for a total of $214.00.If your fees have not been paid and you are canceling, you are still liablefor the cancellation fees of $200.00 plus $14.00 GST for a total of $214.00.Please note that if you register for the conference and do not attend,you are liable for the full registration fee unless you cancel within theperiod stated above.If you register after January 10, 2006, your order is firm. A refund willnot be given, however a delegate substitution is welcome at any time.

INSIGHT reserves the right to change program date, meeting place or contentwithout further notice and assumes no liability for these changes.

©2005 Insight Information

REGISTRATION FEE: (Includes conference sessions, lunches, coffee breaks, documentation and , online access to conference papers*)Please check your choice:

q Regular Conference Price: $1,395.00 + GST ($97.65) = $1,492.65

q One Day Price: $795.00 + GST ($55.65) = $850.65 q January 30, 2006 – Advanced Securities Course q January 31, 2006 – Advanced Corporate and Commercial Law

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SPECIAL OFFER: Send 4 people for the price of 3!Register 3 delegates for the main conference at regular price at the sametime and you’re entitled to register a fourth person from your organizationat no charge. To take advantage of this special offer, payment for alldelegates must be made with one cheque or credit card charge.

SPONSORSHIP OPPORTUNITIES: If you are interested in displayingyour company's products or services to a highly targeted audienceplease call Daniel Moskowitz at (416) 777-2020 ext. 110 or e-maildmoskowitz@insightinfo.com for details.

Advanced Securities Course and Advanced Corporate and Commercial Law

5 th Annual

January 30 - 31, 2006 St. Andrew’s Club and Conference Centre • 150 King Street West, Toronto

LAW CLERKS FORUM

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