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
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
Income Trusts and REITs
Stikeman Elliott's Income Trust and REIT Practice Group is among the most active in Canada. According to SEDAR data, 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, until the Government announced proposed tax changes which have resulted in an abatement in income trust offerings and conversions. Nevertheless, from 2004 to 2007, we have acted on over one-quarter of all REIT offerings in Canada.
While these 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.
M&A Advice
The Securities Group works closely with our highly respected M&A practice 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.
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.
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). Simon Romano previously held an appointment at the OSC as Special Counsel in a high-profile capacity and Jeffrey Singer is a member of the OSC's Securities Advisory Committee, of which William Braithwaite is a former chair. In Montréal, Jean Marc Huot is a member of the Advisory Committee to the Chair of the Autorité des marchés financiers, the Quebec counterpart of the OSC. In Calgary, Christopher Nixon was an inaugural member of the Alberta Securities Commission Securities Advisory Committee, which has also included partner Stuart Olley.
Rankings and Achievements
London-based World Finance magazine selected Stikeman Elliott as the Best Corporate & Commercial Team in Canada for 2008.
International Financial Law Review ranks the Stikeman Elliott Securities Group as one of only three top-tier Canadian practices, noting that the Group "provides excellent service, and provides quick turnaround." In accordance with this, the IFLR 1000 identifies eight of our securities partners as leaders, the largest representation from any Canadian firm.
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.
The 2007 Canadian Legal Lexpert Directory identifies Stikeman Elliott as a top-tier securities practice in both Montreal and Toronto, and cites 22 partners as Canadian leaders in securities law, significantly more than any other firm. The nationwide strength of the practice is suggested by the fact that senior 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. The 2008 edition of U.S.-based Best Lawyers in Canada also ranks Stikeman Elliott as Canada's leading securities law practice.
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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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