Canadian Lawyer InHouse

Oct/Nov 2008

Legal news and trends for Canadian in-house counsel and c-suite executives

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ANSWERS 1 2 3 CPC LAW QUIZ 4 (C) The maximum aggregate gross proceeds to the treasury of the CPC from the issuance of seed shares, IPO shares, and all shares issued pursuant to a private placement must not exceed $2 million. The cap does not apply to a private placement completed concurrently with the closing of the qualifying transaction. NO. Shareholder approval is generally not required for closing the qualifying transaction unless the company is also making a fundamental change to the corporate structure or there is a related party to the transaction. Where shareholder approval is not required, the CPC filing statement serves as the disclosure document. If shareholder approval is not required, the CPC must file the CPC filing statement on SEDAR once it has obtained conditional approval from the Toronto Stock Exchange. The CPC filing statement must be filed on SEDAR at least seven business days prior to the closing of the QT. YES. Subject to TSX Venture Exchange acceptance, up to an aggregate of $225,000 may be advanced, as a refundable deposit or secured loan, by a CPC to a vendor or target company for a proposed arm's-length QT. 5 6 (B) Yes, generally a sponsor is required for any application for a new listing through a CPC. There is an exemption from the sponsorship require- ment if: (i) the issuer files a transaction disclosure form (form 2I); and (ii) there is significant involvement of a major financial institution in the transac- tion; or (iii) the CPC conducts a concurrent brokered financing of at least $500,000 in connection with the transaction, and the agent for that transaction has provided the TSX with confirmation that it has completed appropriate due diligence on both the transaction and the disclosure document. YES. Upon completion of the QT, the resulting issuer cannot be a finance company, financial institution, finance issuer, or mutual fund. YES. The TSX Venture Exchange will allow for a foreign incorporated company to be the target company for a QT, provided that it meets the listing requirements of the exchange. YOUR RANKING? One or fewer correct: Might be time to brush up. Two or three correct: Not bad, but could do better. Four or five correct: Impressive. Presented by 10th Annual CANADIAN PRIVATE EQUITY Also don't miss this unique Canadian legal technology event MARKETS SUMMIT November 12, 2008 | METRO TORONTO CONVENTION CENTRE (NORTH BUILDING), TORONTO Building on the success of the past 9 years, the "10th Annual CANADIAN PRIVATE EQUITY" is the Private Equity event to attend. It is an excellent opportunity to hear from industry leaders and a terrific opportunity for you to network with your peers. Don't Miss! Reception and GALA DINNER – Guest Speaker Glenn Hutchins, Co-Founder and Co-Chief Executive, SilverLake TECHNOLOGY FORUM November 17-18, 2008 | METRO TORONTO CONVENTION CENTRE (SOUTH BUILDING), TORONTO Join us this November in Toronto for a comprehensive program showcasing emerging trends and innovations in legal technology, including: • Electronic discovery • Litigation support • Knowledge management Please contact Daniel Moskowitz at 1-866-456-2020 ext. 6130 or daniel.moskowitz@incisivemedia.com to inquire about exciting sponsorship opportunities. Media Partner ENROLL TODAY! 1 888 777-1707 | www.insightinfo.com 30 OC T OBER 2008 C ANADIAN Lawyer INHOUSE Untitled-9 1 8/28/08 3:12:14 PM CANADIAN LAW &

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