On the international front, our corporate finance practice combines in-depth legal expertise in sophisticated international financings with an unmatched Canadian presence in major international centres. We have frequently advised issuers and underwriters on offerings by Canadian companies in the U.S. carried out under the multi-jurisdictional disclosure system (MJDS). We have also been at the vanguard of the development of the Maple Bond market in Canada.
Our Clients
The Securities Group represents a full range of clients in a wide variety of matters. These include issuers, selling securityholders, purchasers and underwriters in both public and private financings. In addition, we act as counsel to broker/dealers, investment advisors, investment funds and their managers, and other market participants on policy and compliance matters, and regulators, self-regulatory organizations, securities markets and governments on the operation and regulation of markets, both in Canada and abroad.
Our Services
Public and Private Securities Offerings
The Securities Group has an impressive track record in some of the most high-profile transactions in the Canadian market, including major privatizations by public offering, multi-jurisdictional offerings, initial public offerings, secondary offerings and new issuances of debt and equity. Our in-depth experience includes assisting our clients to develop new offering techniques and utilizing a wide variety of financing instruments.
Among the Group's significant strengths are its diverse sources of work and the ability of a number of partners to generate significant deal flow.
The Group's expertise is also diverse and broadly based. The variety of types of mandates in which the Group is involved is an inherent positive in response to inevitable market cyclicality. We are involved in the full range of offerings in both types of securities and structure:
- conventional equity offerings - we have acted on several of the largest equity offerings in Canadian history
- public and private debt offerings - while covering the full range of such offerings, we have been a market leader recently in respect of so-called Maple Bonds (Canadian dollar denominated domestic offerings by foreign issuers)
- structured and closed end fund offerings
- mutual fund offerings
- mining finance - we have a significant market share in financings of mining companies
- AIM offerings - we have been involved in a number of significant offerings for companies seeking listings on the AIM market
M&A Advice
The Securities Group works closely with our highly respected M&A Group, which acts on many of the most significant Canadian transactions and on the Canadian aspects of international mergers and acquisitions. We advise, for example, on take-over bids, defensive tactics, pre-bid securities law issues, acquisition structures and exchangeable share mechanisms. Bloomberg, Thomson Financial, Chambers Global and other independent sources regularly identify the Stikeman Elliott M&A Group as Canada's leaders in their field.
Income Trusts and REITs
Stikeman Elliott's Income Trust and REIT Group is among the most active in Canada. While recent tax changes have reduced income trust offerings and conversions (and to a lesser extent REIT offerings), an area of particular expertise for the Group, the Group's presence in this sector has resulted in a significant number of alternative mandates for such issuers in recent months. In particular, the Securities Group has played a dominant role in income fund mergers & acquisitions to-date and is a leader in advising income trusts seeking to convert to share capital corporations.
Prior to the Canadian Government's announcement of proposed tax changes which have resulted in the abatement in income trust offerings and conversions, we acted on more income fund and REIT public offerings than any other Canadian law firm in 2004, 2005 and the first half of 2006 and from 2004 to 2008, we have acted on over one-quarter of all REIT offerings in Canada.
Structured Finance
Our securities practice capabilities combine extensive structured finance experience with in depth industry specialization, for example in the mining sector. Our structured finance experience is second to none in Canada, ranging from public structured offerings, securitizations, and derivatives to project finance and structured lending.
Securities Litigation
Our Securities Litigation Group has extensive experience in a broad spectrum of securities litigation and enforcement matters ranging from regulatory investigations and enforcement proceedings, shareholder class actions and derivative litigation, securities arbitration, criminal and quasi-criminal court proceedings, corporate governance litigation to advising on securities fraud, insider trading and market manipulation issues. Several securities litigation lawyers are the authors of Litigation Unleashed, a guide to Ontario secondary market liability laws which are expected to produce an increase in shareholder class actions.
Compliance
The Securities Group offers advice to companies, their board members and senior management on how to minimize the risk of litigation and adverse regulatory action, as well as in relation to ongoing compliance, disclosure, and corporate governance matters.
Value-Added Client Resources
As part of our effort to remain at the forefront of client service, we have developed a new securities, corporate finance and M&A focused website called Canadian Securities Law Online, the first major site of its kind to be launched by any of the leading national law firms in Canada. The site provides real-time information on Canadian regulatory and market development, in addition to cross-posting our market-leading Securities Update commentary on legal issues affecting corporate counsel and business professionals. The site is fully searchable with extensive archived materials, indexed by topic, and allows users to subscribe for immediate updates via e-mail or RSS feed.
Canadian Securities Law Online is publicly available at www.canadiansecuritieslaw.com.
Our Practitioners
The Securities Group knows the Canadian securities regulatory process "inside and out". Many of our members have previously worked for securities regulators, either full-time or on secondment. Senior partner Edward Waitzer is a distinguished former Chair of Canada's leading securities regulator, the Ontario Securities Commission (OSC) while several of our lawyers have served in various capacities with the OSC, as Special Counsel or members of the Securities Advisory Committee. In our Montréal and Calgary offices, several of our lawyers have served on the equivalent committees of provincial securities regulators.
Rankings and Achievements
The nationwide strength of the practice is suggested by the fact that more of our securities partners in the firm's Toronto, Montréal, Calgary and Vancouver offices appear in the prestigious Guide to the Leading 500 Lawyers in Canada, co published by Lexpert and American Lawyer Media, than any other firm in Canada. The 2009 edition of U.S.-based Best Lawyers in Canada also ranks Stikeman Elliott as Canada's leading securities law practice.
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London-based World Finance magazine selected Stikeman Elliott as the Best Corporate & Commercial Team in Canada for 2008.
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International Financial Law Review ranks the Stikeman Elliott Securities Group as one of only four top-tier Canadian practices, noting the Group's "quality, ingenuity and professionalism."
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Chambers Global's 2008 The World's Leading Lawyers for Business cites the firm as one of only two "top-tier" firms for corporate and M&A matters, and includes 13 Stikeman Elliott lawyers among Canada's premier practitioners.
- PLC Which Lawyer? ranks Stikeman Elliott as a "leading firm" in Capital Markets: Debt and Equity, that publication's highest ranking.
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Representative Experience
We have acted in principal roles in connection with the following transactions:
- The underwriters on the $18.76 billion offering by Visa Inc., the largest in U.S. history.
- CIBC, in acting for the underwriters in connection with its $2.75 billion common share issue.
- BMO Nesbitt Burns Inc. and UBS Securities Canada Inc., as lead underwriters, in connection with Franco-Nevada Corp.'s $1 billion IPO, the largest in Canada in 2007.
- TransCanada Corporation in connection with its offering of subscription receipts and common shares with gross proceeds of $1.75 billion, representing the largest equity bought deal offering in Canadian history.
- Morgan Stanley & Co., in acting for for the underwriters in connection with its $2.5 billion Maple Bond offering, the largest such offering and the largest corporate bond deal in Canadian history.
- The Toronto Stock Exchange Inc., in its demutualization and conversion from a not-for-profit co-operative (incorporated under special purpose legislation, and subject to the Corporations Act (Ontario)) into a for-profit corporation by continuing the TSX under the Business Corporations Act (Ontario).
- Petro-Canada, in acting for the Government of Canada in connection with the sale of its 18% interest in Petro-Canada, the largest equity offering in Canadian history.
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