Securities Law Update

About

A comprehensive overview of the current changes in Securities Law:

The 8th Annual Securities Law Update will give you the increased understanding of the changes in New Zealand  law that you will need to stay successful under the new conditions. Listen to presentations given by top people from both the financial and the legal side of the issue and meet up and discuss the hot topics with your colleagues and peers from all affected parts of the public and private sector.

Returning chairman David Ireland will lead you through two days of interesting sessions. The optional third day is dedicated to the practical implementation of the current, and upcoming, plain English requirements for offer documents. Sign up for the workshop and learn from Howard Warner from the Plain English People how to effectively communicate with your investors. 


The conference offers in depth analysis of the Financial Markets Conduct Bill and a broader look at securities legislation

  • Changes and lessons stemming from the director court cases
  • Analysing the new rules for private and wholesale offers
  • Impact on KiwiSaver and other collective investment schemes
  • One year with the Securities Trustees and Statutory Supervisors Act
  • The issue of effective disclosure

With speakers from:

  • Financial Market Authority
  • Serious Fraud Office
  • Kensington Swan
  • ANZ
  • New Zealand Shareholders Association

Agenda

Agenda: Day 1

8.30

Registration & Coffee

9.00

Opening remarks from the Chair

David Ireland, Partner, Kensington Swan

9.10

FMA Address

The Financial Markets Authority has been active for over a year. This address will give an overview of the first year of the FMA’s existence, as well as an idea of where they are going from here.
• Lessons from the first year
• Building a relationship with the regulated
• The next step

Sue Brown, Head of Primary Regulatory Operations, Financial Markets Authority

10.00

Something old, something new, something borrowed

The Financial Markets Conduct Bill takes New Zealand’s securities laws, breaks them into pieces and re-assembles them into something new - with the help of a few borrowings and some creative thinking.
• A roadmap to the Bill
• What is a financial product and how do I buy/sell one?
• So what does it all mean for me?

Jeremy Muir, Partner, Minter Ellison Rudd Watts

10.45

Morning break & refreshments

11.05

In the line of fire: directors’ duties and recent court cases

Highly publicised court cases have been brought against the directors of various failed finance companies. This session examines the leading cases, and discusses what important conclusions can be drawn from them about directors’ duties.
• Summary of directors’ duties
• Run down of the facts involved in the leading cases and the decisions reached
• Overview of the key lessons for individual directors, boards and issuers

Karen Mace, Senior Associate, Minter Ellison Rudd Watts

11.50

Private and wholesale offers of securities

The FMCB contains substantial changes to the existing exemptions for private or wholesale offers of shares and other securities. This session presents a comprehensive discussion of the new exemption rules under the FMCB and what the changes will mean.
• Overview of the new exemption rules
• Exemptions for private offers, including new rules for angel and high net worth investors
• Exemptions for employee share schemes

Andrew Simmonds, Partner, Simmonds Stewart

12.35

Lunch

1.35

The investor side of the story

A central aim of the securities law overhaul, and the FMCB, is to make the market a better place for investors, both of the expert and non-expert variety. But does it accomplish this? Which type of investor is actually being helped?
• Investors take on product disclosure statements
• What changes for the expert investor
• Are Mum and Dad safer now?

John Hawkins, Chairman, New Zealand Shareholders Association

2.20

Managed Funds and Collective Investment Schemes

The securities law overhaul has already had a large impact on managed funds, and the FMCB will change things further. This session will examine what the FMCB, in its current form, will mean for managed funds in general, and Superannuation and KiwiSaver schemes in particular.
• The governing legal structures for managed funds
• New disclosure directives

Catriona Grover, Partner, Kensington Swan

3.05

Afternoon break & refreshments

3.25

Licenses under the new regulation

A range of financial market participants will be required to be licensed under the FMCB. This will affect everyone from market makers to fund managers and independent trustees. This session takes a look at what the range of market conduct that will require licensing, review the new licensing criteria and consider what it will mean for different participants.
• Licensing under the FMCB and the Financial Advisers Act
• The provision of discretionary investment management services
• Enforcement of and transition to the new licensing regulations
• Impact on the market

David Ireland, Partner, Kensington Swan

4.10

One year of supervising the supervisors

The Securities Trustees and Statutory Supervisors Act has been in effect for over a year, and it’s a good time to assess how it is working and how effective it has been in its goal of protecting investor interest and enhancing investor confidence.
• The end of transitional provisions – what now?
• A proactive supervisor in effect – supervision or direction?
• Lessons from the initial licensing process – are there any?
• The new reporting obligations – what does ‘in a material respect’ mean?

Alasdair McBeth, Partner, DLA Phillips Fox

4.55

Closing remarks from the Chair and networking drinks

9.00

Welcome back from the Chair

David Ireland, Partner, Kensington Swan

9.05

Restoring investor confidence

Bringing people back to the financial market by was one of the main motivations behind establishing the FMA. This session deals with how increased investor confidence is achieved by a multi-tier approach aimed at helping everyone to communicate with each other and comply with regulation.
• Promoting fairness, transparency and efficiency
• Facilitating compliance at all levels

Sue Brown, Head of Primary Regulatory Operations, Financial Markets Authority

9.50

The international perspective

In the wake of the global financial crisis securities law has been updated all around the world. Australia, UK and the United States are just some examples of countries that have recently gone through substantial securities law updates. This session takes a look at how these updates affect the New Zealand market and even legislation.
• Australian Securities Law, changes and constants
• How international securities law changes affect New Zealand investment and investors

Trish Keeper, Senior Lecturer, Victoria University

10.30

Morning break & refreshments

10.50

Panel Discussion: Telling it like it is; the issue of effective disclosure

Under the new legislation and guidance, writing offering documents that are accurate, comprehensive and intelligible to the target market is paramount. This panel delves into the question of whether or not it is ever possible to fully lay out an offer in words that can be rationally understood by all, or any, non professional investor.
• Cost v benefit of extensive offering documents
• Alternative approaches to disclosure
• The limits of casual investor understanding

Susan Watson, Professor of Commercial Law, University of Auckland
Lloyd Kavanagh, Partner, Minter Ellison Rudd Watts
Melanie Biss, Associate General Counsel, ANZ Bank
Gayatri Jaduram, Director, NZ Shareholder Association

11.50

Good, clean money: Applying the Anti-Money Laundering and Countering Financing of Terrorism Act

The AML/CFT Act comes into full effect in less than a year. The legislation puts pressure on many actors in the market to exhibit much greater vigilance in relation to customer activities. This session seeks to explain money laundering and terrorism financing in the New Zealand context.
• The importance of the legislation for national confidence, and New Zealand’s international reputation
• Defining Due Diligence
• Beyond the risk assessment, continuous compliance with the new legislation

Kerry Grass, Principal, Anti-Money Laundering Consultants Ltd

12.30

Lunch

1.15

Disputes; problems and resolutions

In the current environment of a rocky market and changing legislation handling financial disputes is more difficult than ever. This session takes a look at the multi tiered and often serious consequences of disputes related to securities, and detail what is new in the area, and what is going to stay the same.
• Insurance issues related to securities disputes
• Dispute resolution lessons from high profile cases
• The serious consequences of badly handled disputes

James Burt, Principal, Chapman Tripp

1.55

Where regulation meets law enforcement

The crossover between market regulation under securities legislation and the prosecution of serious economic crime under the Crimes Act has been a feature of recent enforcement actions. This session will examine the distinction between market misconduct and criminal offending, looking at how the role of the FMA fits with that of and how duplication of resource and double jeopardy are avoided. It will also look at:
• The need and procedures for early coordination
• How SFO works with and complement the activities of FMA and other agencies
• How the FMCB may affect this
• Lessons we’ve learnt from the finance company litigations

Simon McArley, GM Financial Markets and Corporate Fraud, Serious Fraud Office

2.35

Afternoon break

2.50

Living with risk

Creating new business is inherently risky. Jenny Morel will talk about:
• How No 8 Ventures considers risk when choosing investments
• Structuring investments to minimize risk
• Planning to minimize risk
• Living with risk

Jenny Morel, Managing Partner, No 8 Ventures

3.35

Closing remarks from the Chair and end of conference

Workshop

Plain English writing

Under the new legislation guidelines, financial offers must be written in language that ordinary investors can understand. But easier said than done. Or is it?

In this workshop you will consider:
•    how reader-friendly investor communications benefit everyone
•    how you will implement the new requirements in your organisation
•    how much (of traditional offer documents) ordinary investors actually read and understand
•    which components of writing prove the biggest barriers to readers.

You will analyse your own and others’ written efforts. And you will try your hand at plain-English writing and editing, through various practical exercises and group tasks.

You should come away with a clear understanding of how the readers’ needs differ from the writers’. You will also learn that simplifying wording doesn’t mean ‘dumbing down’ content. If anything, it shows clarity of thought.


Howard Warner, Principal, Plain English People Ltd

Sponsors

Interested in sponsorship?

There are some exclusive opportunities to promote your company, and its products and services, at this leading event. Contact the sponsorship team below to request a prospectus or discuss the options, or view more about event sponsorship.