Our Unique Value
Experience on the most noteworthy cases - We have been on a wide range of securities and secondary market class actions in Canada, including acting as lead defence counsel on what may be the most noteworthy case in Canadian history Timminco), which was dismissed by the lower court and is currently under appeal.
Collaborative and Strategic - We know that a case is ultimately yours, not "ours" - decisions about approach need to be the result of consultation with and decisions made by the client (this should go without saying, but not all lawyers take this approach). Our team enjoys working with inside counsel and businesspeople to arrive at approaches that maximize strategic objectives.
Regulatory Approvals and Enforcement Proceedings
We regularly provide our clients with advice and counselling on legislative developments under the OSA, as well as rules instituted by self-regulatory organizations, such as the Investment Industry Regulatory Organization of Canada (IIROC) and The Toronto Stock Exchange (TSX). We assist our clients in their implementation of policies and procedures necessary for legislative compliance. We work with our clients to obtain necessary approvals and registrations under the OSA, and we provide general preventative advice to reduce exposure to governmental prosecutions and civil liability.
We represent our clients' interests before the Ontario Securities Commission (OSC) in registration applications, applications for s.74 rulings under the OSA, policy hearings and transaction hearings, including take-over bids, mutual fund issues and prospectus clearance.
We have defended clients, on the one hand, in enforcement proceedings before the OSC, including the longest hearing in the Commission's history, spanning approximately three years, as well as defending clients in criminal and quasi-criminal court proceedings. On the other hand, we have acted as special counsel for the OSC in investigations, prosecutions and Commission hearings. In addition, a number of Stikeman Elliott lawyers have been seconded to the OSC or have taken leaves of absence from private practice in order to lend expertise to the OSC. We believe that our experience as both prosecutor and defense counsel provides our clients with special expertise to protect their rights and reputations when faced with investigations and prosecutions by the OSC, the IDA, RS, the TSX or other regulatory bodies, whether through negotiations with governmental authorities, or in effectively defending charges, as is appropriate in the circumstances.
Reporting issuers, investment dealers, brokers, their officers, directors and employees, increasingly find themselves facing potential liability for their professional activities, particularly when complex financial products are at issue. Directors and officers also continue to be the target of statutory and common law actions in relation to their corporate conduct. With the substantial increase in activity as a result of Ontario's Class Proceedings Act, 1992 and new legislative initiatives such as Bill 198, exposure to class actions is a new reality for alleged breaches under the OSA, including allegations of misrepresentations, material non-disclosure and certain types of insider trading. We are able to provide our clients with professional advice as to how they can best avoid civil liability and aggressively represent their interests in all aspects of securities and shareholders litigation on a timely and cost effective basis.
Support From Our Securities Practitioners
When necessary, the interdisciplinary teams of litigation and securities practitioners are available to provide innovative and pragmatic legal advice to serve our clients' interests.
International Securities Issues
As one of Canada's leading international law firms, Stikeman Elliott can provide first-class legal representation to serve the increasingly diverse needs of the business and financial communities. With the globalization of securities markets and the increasing coordination of efforts of securities regulators around the world, Stikeman Elliott has the expertise to assist clients in international transactions and multi-jurisdictional regulatory matters.
To help our clients adjust to the legal ramifications of Bill 198, the securities litigation practice of Stikeman Elliott has recently published a newly updated Secondary Market Liability in Canada. This publication has become a standard reference for directors, officers and corporate counsel since the first edition was published in 2005. It sets out key corporate governance requirements for directors and officers in plain language and provides users with tools to review and audit compliance in their business. Also included is the legislation and useful charts that will help users navigate the complexities of secondary market securities legislation in a climate where shareholder class actions and regulatory investigations represent an increasingly significant risk.