Securities Fundamentals 2024: Legal Opinions

Product Type: Course

This course has no current sessions.

DescriptionMore DetailAgenda

Essential insights into drafting effective legal opinions

—Rebroadcasts—
On the rebroadcast date, you will have until midnight of that rebroadcast date to access the course. Please note that technical support will be available during regular CLEBC business hours.

Jump Start on CPD 2025
Thursday, March 6, 2025

(Original webinar date: November 27, 2024)

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Who should attend: Lawyers with one to five years of experience and paralegals who prepare or assist with preparing legal opinions for securities offerings. This may also be of interest to more experienced lawyers looking for a refresher on preparing legal opinions in securities transactions.

Learning level: Fundamental

This comprehensive course will provide you with a detailed overview of drafting and delivering legal opinions for securities offerings. From foundational concepts to specific applications, participants will explore key aspects of opinion preparation across corporate, private placement, and public offering contexts. Experienced practitioners will guide attendees through the process, including due diligence, drafting key assumptions and qualifications, and the essential documentation required to support various types of opinions.

By attending this course, you will:

gain a solid foundation in the drafting and delivery of legal opinions
learn the specific requirements for opinions provided for corporate, private placements, and public offerings
develop skills in identifying appropriate assumptions and qualifactions, and working with supporting documentation
get practical tips for managing client expectations and communications

Join us today.

Law Society of BC CPD Hours: 3.5 hours (this course will contain a minimum of .5 hours pertaining to professional responsibility and ethics, client care and relations, and/or practice management)

Course Chair
Lucy H. Schilling — Cozen O'Connor LLP, Vancouver

Jump Start 2025	EARLY BIRD Register by Feb. 3/25	Regular Price After Feb. 3/25
Rebroadcast	$279	$319
Rebroadcast Articled Student	$159	$159

Are you a member of the Indigenous legal community (lawyer/Articled Student/legal support staff/paralegal) or a non-lawyer Indigenous community member?
We value your contributions and encourage your participation in all of our programs. To increase accessibility, we offer a 50% discount* to all Indigenous lawyers/Articled Students/legal support staff/paralegals and a limited number of free online registrations to non-lawyer Indigenous community members. (*discount applies to Regular prices, not Early Bird prices). Please contact Customer Service to find out more.

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Registration includes an electronic copy of the reference materials.

CLEBC Program Lawyer*
Genevieve Chang
gchang@cle.bc.ca
*non-practising

Course Chair
Lucy H. Schilling — Cozen O'Connor LLP, Vancouver

About the Course Chair
Lucy Schilling is a corporate and securities lawyer and the Vice Office Managing Partner of Cozen O'Connor's Vancouver office. Lucy focuses her legal practice on general corporate and commercial matters, securities and stock exchange requirements, continuous disclosure, corporate governance, and various securities and stock exchange-related issues. She has represented numerous reporting issuers in the negotiation, structuring, and completion of a wide variety of transactions, including initial public offerings, private placements, stock exchange listings, takeover bids, reverse takeovers, and merger transactions.

Lucy is a contributing author of CLEBC's Due Diligence Deskbook and has lectured on topics including corporate governance, securities, and corporate law. Lucy is the current chair of the CLEBC's Securities Law Fundamentals course. She also serves on the board of directors of Dress for Success Vancouver, Dress for Success Canada Foundation and CFA Society Vancouver.

Planning Committee
M. Joanna Cameron — Osler, Hoskin & Harcourt LLP, Vancouver
Ruby Chan — DLA Piper (Canada) LLP, Vancouver
Nafeesa Valli-Hasham — DLA Piper (Canada) LLP, Vancouver

Faculty
M. Joanna Cameron — Osler, Hoskin & Harcourt LLP, Vancouver
Ruby Chan — DLA Piper (Canada) LLP, Vancouver
Nafeesa Valli-Hasham — DLA Piper (Canada) LLP, Vancouver

Click here for full faculty bios

Course Introduction and Land Acknowledgement (9:00 – 9:05)

Genevieve Chang — Program Lawyer, CLEBC, Vancouver

Lucy H. Schilling — Cozen O'Connor LLP, Vancouver

A Primer on Legal Opinions in Securities Practice (9:05 – 9:15)

what is a legal opinion?
why are legal opinions needed and when are they given?

Lucy H. Schilling — Cozen O'Connor LLP, Vancouver

Preliminary Steps in Preparing a Legal Opinion (9:15 – 9:25)

what are the components of an opinion?
due diligence and supporting documentation

Lucy H. Schilling — Cozen O'Connor LLP, Vancouver

Corporate Opinions (9:25 – 9:45)

purpose of corporate opinions
structure of corporate opinions
common corporate opinions
due diligence and supporting documentation

Nafeesa Valli-Hasham — DLA Piper (Canada) LLP, Vancouver

Private Placement Opinions (9:45 – 10:05)

purpose of private placement opinions
structure of private placement opinions
common private placement opinions
due diligence and supporting documentation

Nafeesa Valli-Hasham — DLA Piper (Canada) LLP, Vancouver

Public Offering Opinions (10:05 – 10:25)

documents in public offering (vs private placement)
language differences (recitals, issuance)
resale

Ruby Chan — DLA Piper (Canada) LLP, Vancouver

Q & A (10:25 – 10:35)

M. Joanna Cameron — Osler, Hoskin & Harcourt LLP, Vancouver

Ruby Chan — DLA Piper (Canada) LLP, Vancouver

Lucy H. Schilling — Cozen O'Connor LLP, Vancouver

Nafeesa Valli-Hasham — DLA Piper (Canada) LLP, Vancouver

BREAK (10:35 – 10:45)

Local Counsel Opinions (10:45 – 11:05)

differences in scope of review and qualifying language dealing with review and preparation of documents
other assumptions and language differences that underscore local counsel role
process and due diligence

Ruby Chan — DLA Piper (Canada) LLP, Vancouver

Special Considerations and Other Contexts (11:05 – 11:25)

charity flow through
trust indentures
stock exchange opinions
title opinions
multi-jurisdiction concerns

M. Joanna Cameron — Osler, Hoskin & Harcourt LLP, Vancouver

Supporting Materials (11:25 – 11:45)

officers' certificates
certificates of incumbency
good standing
reporting issuers list
transfer agent

M. Joanna Cameron — Osler, Hoskin & Harcourt LLP, Vancouver

Practice Management Roundtable (11:45 – 12:15)

common firm practices on opinion sign-off
client perception/communications/relations

M. Joanna Cameron — Osler, Hoskin & Harcourt LLP, Vancouver

Ruby Chan — DLA Piper (Canada) LLP, Vancouver

Lucy H. Schilling — Cozen O'Connor LLP, Vancouver

Nafeesa Valli-Hasham — DLA Piper (Canada) LLP, Vancouver

Q & A and Closing Remarks (12:15 – 12:30)

M. Joanna Cameron — Osler, Hoskin & Harcourt LLP, Vancouver

Ruby Chan — DLA Piper (Canada) LLP, Vancouver

Lucy H. Schilling — Cozen O'Connor LLP, Vancouver

Nafeesa Valli-Hasham — DLA Piper (Canada) LLP, Vancouver

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Securities Fundamentals 2024: Legal Opinions

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