Penny Green, Attorney and Securities Lawyer

Penny Green in the National Post

May 12th, 2009

Penny Green is featured in the article titled How to Go Public Cheaper and Faster, in the May 11, 2009 edition of the National Post.

In the article Penny discusses the advantages of Canadian National Stock Exchange (CNSX), an alternative to the tranditional exchanges which allows small and mid-sized companies to lower their listing costs.

“People are suddenly aware there’s a full exchange out there that’s an alternative to the TSX Venture,” she says. “In these economic times, people are looking for ways to save money and it makes a huge difference if you list on the CNSX. It’s faster and less expensive. Also, there’s greater certainty you’ll actually complete your listing. They’re much easier to work with and give conditional approvals earlier.”

Please follow the link below for the full text of the article:

http://www.nationalpost.com/story.html?id=1583311

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Bacchus Announces New Associate

April 23rd, 2009

We’d also like to introduce Peter Torn, a new associate who has joined the Bacchus team after leaving Lang Michener. Peter Torn joins our office from a national law firm with nearly 15 years of global experience in law and in business.  His practice will initially focus on advising clients on corporate and commercial matters.  Mr. Torn has advised technology companies in licensing and corporate finance. His business counseling has included direct involvement in private placements, takeover and share purchase offers, asset purchase agreements, corporate restructurings, and disclosure and governance matters.

Prior to his legal career, Mr. Torn worked for two of the world’s largest technology companies and for the largest global management company; using his insight gained as a strategic consultant, he takes a comprehensive approach to resolving legal issues from a management viewpoint and is well equipped to serve as both a legal and business advisor to companies of all size.

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TSX Venture Exchange Announces Amendments to Policies

February 10th, 2009

The TSX Venture Exchange (TSX-V) announced that effective December 15, 2008, it will implement a number of changes to its policies.  These changes are in effort to streamline the existing policies and in some cases make them consistent with the policies of the Toronto Stock Exchange (TSX).  They are also being amended to remove certain existing differences between Tier 1 and Tier 2 issuers.

Below is a brief summary of the TSX-V amendments, however it should not be relied upon as legal advice.  We encourage you to contact Penny Green for a detailed explanation of how these amendments will impact your listed company going forward.

We direct you to the TSX-V website which provides a full description of the recent amendments (http://www.tsx.com/en/pdf/November3-2008_ETF-Tier1-Tier2.pdf) and to a bulletin issued by the TSX-V on December 18, 2008 (http://www.tsx.com/en/news_events/news_releases/12-18-2008_TSXVenture-Bulletin.html)

General

Provisions relating to general discretion of the TSX-V in each policy have been removed unless they relate to something specific. There is a general discretion provision in the interpretation policy, which clarifies that the TSX-V, when exercising discretion, will take into account the public interest.

Hold Periods

The hold period applied by the TSX-V has been modified so as to remove the TSX-V hold period except where securities are issued:

·         to directors, officers and promoters;
·         persons holding securities carrying more than 10% of voting rights attached to Issuer’s securities both immediately before and after the transaction, and who have elected or appointed or have the right to elect or appoint one or more directors or senior officers of the issuer; or
·         at a discount greater than 10% to the Market Price.

Share Purchase Warrants
The term of share purchase warrants has been extended from two years to five years in all policies where share purchase warrants are applicable. The five year term applies to both Tier 1 and 2 Issuers.

Incentive Stock Options
The maximum term of options granted by Tier 2 issuers will be extended from 5 years to 10 years.   The five year term now applies to both Tier 1 and 2 Issuers.

Directors, Officers and Corporate Governance
Issuers must have a corporate secretary.

Escrow Periods
The release period for surplus escrow agreements has been reduced from six years to three years.

The most significant changes are to the following TSX-V policies:

2.3 – Listing Procedures
3.1 – Directors, Officers, Corporate Governance
3.3 - Timely Disclosure
3.4 - Investor Relations, Promotional and Market Making Activities
4.1 - Private Placements
4.5 - Rights Offerings
5.4 - Escrow Vendor Consideration and Resale Restrictions
5.8 - Name Changes, Security Consolidations and Splits.

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