The two fundamental tools of Canadian securities law regulating the sale of securities are the registration requirement and the prospectus requirement. The registration requirement refers to the rules requiring individuals or companies in the business of trading securities to be registered (i.e., licensed) under securities legislation. The prospectus requirement refers to the rules that require certain kinds of securities trades— distributions—to be undertaken only if the seller prepares, files, and delivers to the purchasers a prospectus. Canadian securities law does provide exemptions in certain cases from both the registration and the prospectus requirements. This course will primarily on prospectus exemptions.

The course will cover the following topics:

• Detailed review of selected prospectus exemptions
• other exemptions (Control block distributions, stock dividends, conversion or exchange, isolated trade)
• the relative costs and benefits of using a prospectus
• Discretionary exceptions
• regulation of sales by exempt purchasers: restricted and seasoning periods