Hot Topics in Securities Law: - Stewart McKelvey

Hot Topics in Securities Law:Update on Current Issues ImpactingCorporate CounselPresented by:Peter KlohnJUNE 13, 2013© 2013 Stewart McKelvey. All rights reserved. Not to be copied or used in whole or in part without the express written consent of Stewart McKelvey

HOT TOPICS INSECURITIES LAWOverviewA. Federal Securities Legislation – The Never Ending Story;B. The Financial and Consumer Services Act (New Brunswick) – TheBuck Stops Here;C. The Exempt Market for Securities – The Market Shifts; andD. Crowdfunding – Can You Fool Some of the People All of the Time?22013 NB IN-HOUSE COUNSELPROFESSIONAL DEVELOPMENT DAY© 2013 Stewart McKelvey all rights reserved

Federal Securities Legislation –The Never Ending Story• A brief history• The Canadian Securities Transition Office (CSTO)• The arguments• The decision:HOT TOPICS INSECURITIES LAWIn sum, the proposed Act overreaches genuine national concerns. …. A cooperative approachthat permits a scheme recognizing the essentially provincial nature of securities regulation whileallowing Parliament to deal with genuinely national concerns remains available and is supportedby Canadian constitutional principles and by the practice adopted by the federal and provincialgovernments in other fields of activities.• The reaction32013 NB IN-HOUSE COUNSELPROFESSIONAL DEVELOPMENT DAY© 2013 Stewart McKelvey all rights reserved

HOT TOPICS INSECURITIES LAWThe Financial and Consumer Services Act(New Brunswick) – The Buck Stops Here• The concept• The nexus between corporate and securities regulation• Key pointsi. The legislation includedii. The commissioniii. The tribunaliv. The transition42013 NB IN-HOUSE COUNSELPROFESSIONAL DEVELOPMENT DAY© 2013 Stewart McKelvey all rights reserved

The Exempt Market for Securities –The Market ShiftsHOT TOPICS INSECURITIES LAW• Regulatory reaction• Abuses and observations52013 NB IN-HOUSE COUNSELPROFESSIONAL DEVELOPMENT DAY© 2013 Stewart McKelvey all rights reserved

Crowdfunding – can you fool some ofthe people all of the time?• The U.S. moves firstHOT TOPICS INSECURITIES LAW• The Canadian position• The wisdom of the crowd - Pros and cons62013 NB IN-HOUSE COUNSELPROFESSIONAL DEVELOPMENT DAY© 2013 Stewart McKelvey all rights reserved

HOT TOPICS INSECURITIES LAWConclusion• How does this all tie together?72013 NB IN-HOUSE COUNSELPROFESSIONAL DEVELOPMENT DAY© 2013 Stewart McKelvey all rights reserved

QUESTIONS72013 NB IN-HOUSE COUNSELPROFESSIONAL DEVELOPMENT DAY© 2013 Stewart McKelvey all rights reserved

These materials are intended to provide brief informationalsummaries only of legal developments and topics of generalinterest. The materials should not be relied upon as asubstitute for consultation with a lawyer with respect to thereader’s specific circumstances. Each legal or regulatorysituation is different and requires review of the relevant factsand applicable law. If you have specific questions related tothese materials or their application to you, you areencouraged to consult a member of our firm to discuss yourneeds for specific legal advice relating to the particularcircumstances of your situation. Due to the rapidly changingnature of the law, Stewart McKelvey is not responsible forinforming you of future legal developments.82013 NB IN-HOUSE COUNSELPROFESSIONAL DEVELOPMENT DAY© 2013 Stewart McKelvey all rights reserved

Peter Klohn“If I wasn’t a lawyer, I’d be a rugby coach. I’m passionate about building teams thatplay hard successfully every day and work together for a common purpose.”Transactions that workBased on his considerable background as a business owner, executive, director and lawyer,Peter takes a team approach to complex issues and creates innovative and practicalbusiness solutions. His experience tells him when to call in the cavalry, when to chargeahead, and when to regroup. He excels at finding the shortest distance between an idea andresults – successfully getting the job done right both on time and on budget.Representative mattersFrom incorporation to divestiture, Peter has actively participated in structuring and advisingon virtually every aspect of corporate activity in the private and public markets. He hasworked with some of the Atlantic Region’s largest (and soon to be largest) companies andits most innovative entrepreneurs with an emphasis on technology and growth industries. Anacknowledged leader in corporate finance and securities matters, Peter works hard to keephis clients ambitions from becoming stalled by red tape and poor execution. He has actedas principal advisor and led project teams through major projects in a variety of industriesincluding:• Technology• Manufacturing• Transportation• Biopharma• Construction• Gaming• Financial services• Environmental servicesContact informationSuite 1000, Brunswick House44 Chipman HillSaint John, NB, CanadaE2L 2A9

Direct Dial: 506.632.2788Direct Cell: 506.721.4082Direct Fax: 506.652.1989Email: pklohn@stewartmckelvey.comAreas of practiceSecurities / Corporate FinanceCorporate/CommercialOwner – Managed BusinessTechnology and Intellectual PropertyMergers & AcquisitionsEducationYork University, LL.B., 1992University of New Brunswick, B.B.A. (with distinction), 1979Bar admission(s)New Brunswick, 1986Alberta, 1983LanguagesEnglishRatingsBest Lawyers: Corporate Law, 2012-2013Best Lawyers: Securities Law, 2012-2013Lexpert (Corporate/Commercial)Lexpert (Mergers and Acquisitions)Lexpert (Corporate Finance & Securities)Martindale-Hubbell (BV)Law society membershipsLaw Society of New BrunswickActivities• Member, Canadian Bar Association• Practice group leader, Owner Managed Business, Stewart McKelvey• Graduate, Director’s Education Program• Member, Institute of Corporate Directors (ICD)• Chair, Harbour Station Commission• Member, Board of Governors, Rothesay Netherwood School• Director, Lymbix Inc.