8TH ANNUAL CORPORATE GOVERNANCE: OPPORTUNITIES IN A CHANGING LANDSCAPEThere have been a number of legislative and regulatory developments over the past year which have a direct impact on issuers but which have not been fully explored or analyzed. In this seminar, we will bring in members of the Ontario Securities Commission and stress test these latest corporate governance initiatives, asking them the hard questions as well as explore the latest cutting-edge developments in corporate governance.

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TORONTO | DECEMBER 3, 2015 • WEBINAR | DECEMBER 3, 2015

SPEAKERSCO-CHAIRWalied Soliman, Partner and Co-Chair, Special Situations Team, Norton Rose Fulbright Canada LLP Orestes Pasparakis, Partner and Co-Chair, Special Situations Team, Norton Rose Fulbright Canada LLP

GUEST SPEAKERSNaizam Kanji, Deputy Director, Corporate Finance, Mergers & Acquisitions Ontario Securities CommissionPhil Evershed, Principal, Oxford Park GroupVinay Shandal, Principal, Boston Consulting GroupWinnie Sanjoto, Senior Legal Counsel, Corporate Finance, Ontario Securities CommissionMarcus Campbell, Vice President, Operations, D.F. King CanadaIan Robertson, Vice President, Communications, Kingsdale Shareholder ServicesRiyaz Lalani, CEO, Bayfield Strategy; President, Evolution ProxyEmmanuel Pressman, Partner, Osler, Hoskin & Harcourt LLPJason Koskela, Senior Legal Counsel, Mergers and Acquisitions, Corporate Finance, Ontario Securities CommissionCathy Singer, Partner, Norton Rose Fulbright Canada LLPRuth Wahl, Partner, Norton Rose Fulbright Canada LLPPaul Fitzgerald, Partner, Norton Rose Fulbright Canada LLPEvelyn Li, Partner, Norton Rose Fulbright Canada LLPHeidi Reinhart, Partner, Norton Rose Fulbright Canada LLPHeidi Gordon, Senior Associate, McCarthy Tétrault LLPAndrea Brewer, Associate, Norton Rose Fulbright Canada LLP

COURSE HIGHLIGHTS• Legislative and Regulatory Developments: Overview• Legislative and Regulatory Developments:

Take Over Bid Amendments• Legislative and Regulatory Developments:

Proxy Plumbing and Proxy Access• Legislative and Regulatory Developments: Universal Proxies• Corporate Governance Developments:

Dual-Class Share Structures• 2015 Corporate Governance Development:

Forum Selection Bylaw• Rethinking “Good” Corporate Governance

– Is a “B” Grade Good Enough?• Shareholder Activism In Canada: Recent Developments

8:15 - 9:15 REGISTRATION AND BREAKFAST

9:15 - 9:20OPENING REMARKS

9:20 - 10:30LEGISLATIVE AND REGULATORY DEVELOPMENTS: TAKEOVER BID AMENDMENTS• 120 day requirement and bidder risk• Effect on shareholder activism• Perspectives of the Regulators

10:30 - 10:50NETWORKING BREAK

10:50 - 12:00LEGISLATIVE AND REGULATORY DEVELOPMENTS: PROXY PLUMBING, PROXY ACCESS ANDUNIVERSAL PROXIES• Key developments and progress report• NI 54-101 jurisdictional issues• Current Canadian regime and limits on proxy access• Forms of proxies as a strategic tool• Perspectives of the Regulators

12:00 - 1:10NETWORKING LUNCH

1:10 - 1:50CORPORATE GOVERNANCE DEVELOPMENTS:DUAL-CLASS SHARE STRUCTURES• Re-emergence of dual-class shares structures

• Dual-class share structures as long term, people driven investment vehicles

• ISS/Glass Lewis Perspectives• Perspectives of the Regulators

1:50 - 2:302015 CORPORATE GOVERNANCE DEVELOPMENT: FORUM SELECTION BYLAW• Coverage of forum selection by-laws • Rationale of forum selection by-laws• Validity of forum selection by-laws

2:30 - 2:45REFRESHMENT BREAK

2:45 - 3:45RETHINKING “GOOD” CORPORATE GOVERNANCE – IS A “B” GRADE GOOD ENOUGH?• The “good governance” trap• Institutionalization of the “activist playbook”• Tools to build the “strategic” board

3:45 - 4:30SHAREHOLDER ACTIVISM IN CANADA: RECENT DEVELOPMENTS• Landscape analysis• New asset class• Effective company defences to proxy contests• Advance preparedness

4:30COURSE CONCLUSION WITH Q&A

8TH ANNUAL CORPORATE GOVERNANCE: OPPORTUNITIES IN A CHANGING LANDSCAPE

PROGRAM OUTLINE

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PHIL EVERSHED

Mr. Evershed is CEO of Oxford Park Capital, an Oxford Park Group company engaged in investment management. Mr. Evershed was the Global Head of Investment Banking at Canaccord Genuity from 2005 to 2015. Prior to Co-Founding Genuity Capital Markets in 2005, Mr. Evershed was Co-Head of

Investment Banking and Head of Mergers and Acquisitions at CIBC World Markets. Prior to joining CIBC World Markets, Mr. Evershed was Chief of Staff to the Deputy Prime Minister of Canada. Mr. Evershed serves on the Board of Sirius XM Canada Inc. Mr. Evershed received M.A. (Economics) from the University of Toronto in 1985 and Honours B.A. (School of Business and Economics) from Wilfrid Laurier University in 1983.

Walied Soliman is co-chair of Norton Rose Canada’s special situations team, which encompasses Canada’s leading shareholder activist and defense mandates and complex reorganization transactions. Over the past several years, Mr. Soliman has been involved in

almost every major proxy battle in Canada acting for both issuers and activists. He is widely regarded as one of the leading practitioners in this area in Canada. In addition, his practice focuses on public and private mergers and acquisitions, restructurings, financings, corporate governance, and structured products. Mr. Soliman has been named to Lexpert Magazine’s Top 40 under 40 lawyers in Canada. Among other philanthropic endeavours, Mr. Soliman is a board member of the Toronto SickKids Hospital Foundation.

CO-CHAIR CO-CHAIR

WALIED SOLIMAN

VINAY SHANDALVinay Shandal is a Principal at the Boston Consulting Group where he co-leads the shareholder activism topic for North America. He primarily supports principal investors, private equity investors and financial services companies. Over the past several years, Mr. Shandal has been involved in matters involving activist investors. Before joining BCG, Vinay practiced law for several years in the New York offices of Cravath, Swaine & Moore LLP and Wachtell, Lipton, Rosen & Katz, focusing primarily on mergers and acquisitions. His legal experience includes both private and public company mergers, acquisitions, strategic alliances and investments in a range of industries. Among other philanthropic endeavours, Mr. Shandal is a board member of Capitalize 4 Kids.

ORESTES PASPARAKIS

Orestes Pasparakis is co-chair of Norton Rose Fulbright Canada LLP’s Special Situations Team, which encompasses Canada’s leading shareholder activist practice, sophisticated securities disputes and complex reorganization transactions. Recent notable cases include

Agrium’s defeat of JANA Partners, TELUS’s success over Mason Capital, KEYreit’s successful takeover defence and Porter Airlines’ success over Air Canada, among many others. Mr. Pasparakis is widely regarded as one of Canada’s leading experts in proxy contests. In addition, Mr. Pasparakis has specific expertise with complex commercial litigation, financial restructurings, insolvency proceedings, injunctions and class actions.

NAIZAM KANJI

Mr. Kanji is Director of the Office of Mergers & Acquisitions at the Ontario Securities Commission. The Office of Mergers & Acquisitions is responsible for compliance and policy-making in the areas of take-over bids, issuer bids, business combinations, shareholder rights and the securities regulatory aspects

of proxy voting and proxy contests. Naizam obtained his LL.B. from Osgoode Hall Law School, Toronto, in 1996 and was called to the Ontario Bar in 1998. In 2003, he graduated from the LL.M. (Securities Law) program at Osgoode Hall Law School. Prior to joining the Ontario Securities Commission in 2000, he completed his articles as a law clerk to the judges of the Commercial List of the Superior Court of Justice (Ontario) and practised law as an associate with the Insolvency and Restructuring Group of McCarthy Tétrault in Toronto. Naizam has had primary responsibility for the mergers and acquisitions since 2006. Naizam has been a frequent speaker on mergers and acquisitions at conferences and law schools in Canada and the United States. He has also written papers on regulatory aspects of mergers and acquisitions law.

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Marcus has a wealth of experience in corporate finance with a passion for advising clients on matters pertaining to proxy solicitation, corporate governance, mergers and acquisitions and shareholder activism in Canada, the U.S. and globally. Since joining D. F. King Canada, Marcus has acted as operational

lead providing clients with strategic consultation on some of the highest profile proxy fights and transactions in Canada, including Agrium’s successful board defense against Jana Partners, Canadian Tire’s successful acquisition of Forzani Group Ltd., BCE Inc.’s 4 billion dollar acquisition of Bell Aliant Inc., among many others. In addition to Marcus’ experience in the proxy solicitation and mergers and acquisitions arenas, Marcus has strong ties and relationships within the institutional and retail investor community and is a trusted point of contact for sourcing critical intelligence from an issuer’s shareholder base. Prior to joining D. F. King Canada, Marcus acted as Director, Client Management at a national competitor.

MARCUS CAMPBELL

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WINNIE SANJOTO

Winnie Sanjoto is a senior legal counsel in the Corporate Finance Branch of the Ontario Securities Commission. She has worked on a number of major policy initiatives during her time at the Commission, including reforming the regulation of securitization and the OSC’s review of capital raising in the exempt market. Winnie has substantial expertise in the area of shareholder democracy and proxy voting. She was the project lead for the Canadian Securities’ Administrators’ initiative to introduce notice-and-access as a delivery method for proxy-related materials, and is currently the project lead for the CSA’s review of the proxy voting infrastructure.

EMMANUEL PRESSMAN

Manny Pressman is a partner and Co-Chair of Osler’s Corporate Department, and former Head of the Mergers and Acquisitions Group. He represents public and private companies, private equity sponsors, special committees, boards, and financial advisers involved in take-over bids, proxy contests,

joint ventures, negotiated and contested mergers and acquisitions, and a range of corporate transactions and restructurings. His clients have included Magna International, KingSett Capital, Walter Energy, The ADT Corporation, Shoppers Drug Mart, Blackstone and Vector Capital. Manny is repeatedly recognized as a leading M&A practitioner including by Chambers Global: The World’s Leading Lawyers for Business (Corporate/M&A); The Lexpert/AmLaw Guide to the Leading 500 Lawyers in Canada (Corporate/M&A); and The Canadian Legal Lexpert Directory (M&A, Corporate Finance, Corporate Mid-Market). He is a frequent speaker at conferences relating to mergers and acquisitions, and has guest lectured at the McGill University Faculty of Law and the University of Toronto Faculty of Law and is the co-author of the Canada chapter of the International Mergers & Acquisitions Review for the past eight years. Among other community involvement, Manny currently serves on the Board of Directors of the Holland Bloorview Kids Rehabilitation Hospital Foundation.

IAN ROBERTSONIan is a strategic communications professional with over fourteen years of experience in nationally and globally competitive sectors. He oversees Kingsdale’s strategic communications division with a focus on proactive communications, crisis management, and winning the hearts and

minds of shareholders. Ian joins Kingsdale having spent five years as Chief of Staff and Campaign Manager for a major political party, leading high profile communications initiatives and public relations campaigns. He has extensive experience managing controversial issues, high profile negotiations and navigating complex, highly regulated stakeholder and legal environments. Most recently clients include Barrick Gold, Pacific Rubiales and Sprott Asset Management.

Register online at www.lexpert.ca/cpdcentre For more information, please contact Lexpert® Events at 1-877-298-5868

JASON KOSKELA

Jason is a senior lawyer in the Office of Mergers & Acquisitions at the Ontario Securities Commission and Chair of the Canadian Securities Administrators’ Take-Over Bid Committee. He has extensive experience in the field of securities regulation, including developing and leading policy and rule-

making initiatives. Prior to joining the OSC in 2006, he practiced as an associate in the securities group at Blake, Cassels & Graydon LLP in Toronto. Jason obtained his law degree from Osgoode Hall Law School and was called to the bar in 2003.

CATHY SINGERCathy Singer practises corporate and securities law, with an emphasis on related party transactions, mergers and acquisitions, corporate finance and corporate governance, including advisory mandates for issuers, investment dealers, managers and independent committees. Ms. Singer also practises and has extensive

experience in the area of investment funds, advising on all legal and related aspects for investment management and investment fund clients and assisting clients in navigating the evolving non-fund fund area that spans the investment fund and corporate issuer categories of issuer. Prior to joining Norton Rose Fulbright in November 2001, Ms. Singer was a partner at another major law firm in Toronto. From mid-1996 to 1999, she was seconded to the Ontario Securities Commission as General Counsel, where she was involved in a broad range of securities transactions, including extensive involvement with takeover bids, mergers and acquisitions and related party transactions. She was also extensively involved in the development of several significant policy initiatives. Ms. Singer has been a frequent speaker on securities law related matters. She is a past member of the Securities Advisory Committee to the Ontario Securities Commission.

RUTH WAHLRuth I. Wahl is a senior partner of Norton Rose Fulbright Canada LLP. She chairs the firm’s Canadian Research Team and is a member of the Special Situations Team. In these roles, she develops solutions and prepares legal opinions for clients and other lawyers of the firm in connection with shareholder

activism, corporate governance and complex reorganizations. She also prepares legal arguments for significant litigation including urgent proxy disputes. Ms. Wahl has extensive experience advising corporations, insolvency representatives, financial institutions, and regulatory and other public entities on a broad range of legal issues. She has published articles, spoken on diverse legal topics, and taught advanced legal research and analysis to students attending law school, Bar Admission Courses, and seminars for summer and articling positions.

Paul Fitzgerald is a partner in the Toronto office of Norton Rose Fulbright Canada LLP and is co-chair of the firm’s corporate finance and securities team. Mr. Fitzgerald advises public and private issuers in a variety of matters and is a frequent speaker on business law issues. Recent transactions include Icahn

Enterprises LP’s acquisition of the US automotive aftermarket product distribution business of Uni-Select Inc., and advising GMP Securities in connection with the going public transaction and subsequent financing for Concordia Healthcare Corp.

PAUL FITZGERALD

EVELYN LIEvelyn Li is a partner in the business law group of Norton Rose Fulbright Canada LLP’s Toronto office and a member of the Canadian special situations team. Her practice focuses on special situations, mergers and acquisitions, securities law, and general corporate and commercial matters. She has acted for public and private companies in public offerings, private placement financings, purchase and sale transactions (including by way of a take-over bid and plan of arrangement) and corporate reorganizations. Ms. Li also regularly advises both junior and senior issuers in corporate governance and ongoing compliance matters, including working with special committees on proxy contests. Her experience includes working with clients in a wide range of industries,

including the financial services, mining and resources and telecommunications industries.

ANDREA BREWER

Andrea Brewer is a member of Norton Rose Fulbright’s Special Situation team and a lawyer in the Securities Law group. Ms. Brewer advises both junior and senior Canadian issuers and assists clients with financing, corporate governance and ongoing regulatory compliance mandates. She regularly advises directors,

management and shareholders in the context of complex shareholder relations and negotiations and contested shareholder meetings across all industry sectors.

HEIDI REINHART

Heidi Reinhart is a partner in the Toronto office of Norton Rose Fulbright Canada LLP. Her practice covers all aspects of corporate and commercial law, with an emphasis on public and private mergers and acquisitions, corporate finance, private equity financing and providing securities regulatory advice. In addition,

Ms. Reinhart is a member of the special situations team, which focuses on shareholder activist and defence mandates and complex reorganization transactions.

RIYAZ LALANIRiyaz specializes in financial transactions, shareholder actions, crisis communications, proxy solicitation and media relations. He has been involved with over 85 shareholder actions, and dozens of hostile M&A transactions. Riyaz has led Bayfield’s team in mounting or defending against shareholder actions in

the United States, Europe, UK & Canada, at over two dozen public companies. Riyaz is a director of TSX-listed Difference Capital Funding Inc., a director of the Canadian Journalism Foundation, and a past director of two junior mining companies. He is active in Canadian politics.

HEIDI GORDON

Heidi Gordon is a senior associate in the Business Law Group at McCarthy Tétrault LLP in Toronto. She has a corporate and securities law practice, with a focus on mergers and acquisitions and capital markets transactions. She also provides advice to public company clients on corporate governance and securities law requirements,

including continuous disclosure matters. Ms. Gordon is the Chief Editor of the McCarthy Tétrault mergers and acquisitions blog, Canadian M&A Perspectives. Ms. Gordon received a BA (Hons.) in Philosophy and Ethics from The University of Western Ontario in 2005, and a JD from Queen’s University in 2010. In 2014 Ms. Gordon completed a six-month secondment with Constellation Software Inc., during which time she advised on matters related primarily to mergers and acquisitions, securities law and corporate governance. Ms. Gordon is currently on secondment with the Office of Mergers & Acquisitions at the Ontario Securities Commission, where she has worked on a number of policy projects and public mergers and acquisitions matters.

LISA CONSTANTINELISA CONSTANTINE

LAW SOCIETY OF BRITISH COLUMBIAThis program has been accredited by the Law Society of British Columbia for 5.45 hours towards the professional development requirement for certification.

LAW SOCIETY OF UPPER CANADA (CPD)This program can be applied towards the 9 Substantive Hours of Continuing Professional Development (CPD) required by the Law Society of Upper Canada. Please note that this program is not accredited for Professionalism hours or for the New Member Requirement. Total hours 5.45

LAW SOCIETY OF NEW BRUNSWICKThis program has been accredited by the Law Society of New Brunswick for 5.45 hours towards the mandatory continuing professional development requirement.

LAW SOCIETY OF ALBERTAFor Alberta lawyers, consider including this course as a CPD learning activity in your mandatory annual Continuing Professional Development Plan as required by the Law Society of Alberta.

BARREAU DU QUÉBECThe Barreau du Québec automatically recognizes the same number of hours for this training activity, as long as it has been accredited by another Law Society that has adopted MCLE.

ACCREDITATION