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.

• 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.
  
  
• INCOME TRUSTS AND REITS
  Stikeman Elliott's Income Trust and REIT Practice Group is among the most active in Canada. In both 2004 and 2005, we acted on more income fund and REIT public offerings than any other Canadian law firm and 2006 is expected to be another extremely successful year. Stikeman Elliott's standing as #1 among Canadian law firms in income trusts and REITs remains strong by a wide margin.
  
  
• M&A ADVICE
  The Securities Group works closely with the 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.
  
  
• 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 ranges from public structured offerings, securitization, 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 new Ontario secondary market liability laws that 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.

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. Edward Waitzer, the Chair of Stikeman Elliott and a member of the Securities Group, is a distinguished former Chair of Canada's leading securities regulator, the Ontario Securities Commission (OSC). Simon Romano took an appointment at the OSC to act 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. Together with Jeffrey Elliott, Mr. Braithwaite has been appointed to the IDA (Investment Dealers' Association) Task Force examining the modernization of securities legislation. In Montréal, Jean Marc Huot is the current Stikeman Elliott representative to the advisory committee of the Autorité des marchés financiers.

Our practitioners have also been particularly active in the growth of the income trust sector and in the development of alternative trading systems in Canada. Simon Romano is co-author of Canadian Income Funds (Toronto: John Wiley & Sons, 2004), the only book written to date on the subject of Canadian income trusts.

The London-based IFLR 1000 ranks the Stikeman Elliott Securities Group as one of only three top-tier Canadian practices, noting that the Group is "blessed with a large number of top-ranking lawyers who are rated by their peers and clients as among the best in the business." In accordance with this, the IFLR 1000 identifies eight of our securities partners as leaders, the largest representation from any Canadian firm.

The Canadian Legal Lexpert Directory ranks the Securities Group as the only top-tier securities practice in Montréal and one of only four in Toronto, identifying 23 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.

Stikeman Elliott has secured the number one position in the latest Bloomberg Legal Adviser League Tables in both the manager and issuer adviser Canadian equity offerings categories. Based on Canadian securities offerings completed in 2005, Stikeman Elliott ranked #1 by volume acting for issuers, and #1 by volume acting for underwriters. We advised on a total of 58 equity offerings in Canada in 2005, substantially more than any other law firm, making us the capital markets adviser of choice in Canada.

We have acted in principal roles in connection with the following transactions:

• CanWest MediaWorks Income Fund, in acting for the underwriters in connection with its $550 million IPO, the second largest income trust IPO in Canadian history;
  
  
• Canadian Apartment Properties REIT in connection with its acquisition of Residential Equities REIT, creating one of Canada's largest REITs with a portfolio of almost $2 billion of multi-unit residential real estate properties;
  
  
• 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;
  
  
• Verizon in the second largest secondary offering in Canadian history, with Verizon selling its approximate 21% stake in Telus for gross proceeds of over $2.2 billion;
  
  
• Yellow Pages Income Fund, in its $1 billion initial public offering and $750 million secondary offering, representing the largest income trust IPO in Canada and the largest follow-on offering;
  
  
• YPG Holdings Inc., in an offering of $1 billion medium term notes - one of the first MTN financings in connection with an income fund structure in Canada;
  
  
• Royal Bank of Canada, in acting for the underwriters in connection with three medium term note offerings totaling $2.5 billion and a $600 million dollar offering of Series 2014-1 Reset Subordinated Debentures;
  
  
• Canadian National Railways, in its U.S.$800 million note offering pursuant to a shelf prospectus;
  Canadian Imperial Bank of Commerce, in acting for the dealers in connection with an offering of $750 million 4.25% debentures - the largest offering of subordinated indebtedness completed by the CIBC;
  
  
• Bell Canada, in its offering of $450 million of 6.10% medium term note debentures;
  BCE Inc., in the renewal of its $1 billion medium term note program;
  
  
• BC Gas, in acting for the dealers in establishing a $1 billion debt securities and unsecured debentures program by way of a shelf prospectus;
  
  
• CARS and PARS Programme, in acting for a syndicate of dealers in respect of this novel program established by such dealers to offer stripped debt securities of multiple senior Canadian corporate, trust and partnership debt issuers, which to date has involved in excess of 130 offerings in an aggregate of over $2 billion principal amount;
  
  
• Fortis Inc., in acting for the underwriters in connection with a common share offering by way of subscription receipts, a preferred share unit offering and a preferred share offering totalling over $600 million which was used by Fortis to finance the $1.6 billion acquisition of certain utility assets from Aquila, Inc.;
  
  
• AltaGas in its $1 billion conversion from a public company to a public income trust;
  
  
• Boardwalk in its $2 billion conversion from a public company to a public real estate investment trust;
  
  
• ACE Aviation Holdings Inc. in the completion of its concurrent offerings; and

Air Canada, in the conversion of Air Canada's Aeroplan program into an income trust and initial public offering.

Top-Ranked Business Litigators
Stikeman Elliott's National Litigation Group is rated one of Canada's three top-tier business litigation practices, in recently released Lexpert league tables. 10 of the firm's group members are included in Lexpert's Guide to the Leading 100 Canada/U.S. Cross-Broders Litigators in Canada, including David Byers, Suzanne Côté, Michel Décary Q.C., Mortimer Freiheit and Peter Howard for Securities.

Seminar on New Amendments to Ontario's Securities Act
Stikeman Elliott hosted a breakfast seminar on the New Amendments to Ontario's Securities Act: Are you prepared for "Bill 198?" on Wednesday October 26, 2005 in Toronto. Click here to request seminar material.

Partner Quoted in International Financial Law Review Article
Toronto partner Simon Romano is quoted in the June 2005 issue of the International Financial Law Review in an article titled "Canadian lawyers take new look at due diligence."

Stikeman Elliott acts on Two Largest Offerings in Canadian History
After its role in Petro-Canada's largest share offering in Canadian history, Stikeman Elliott recently represented Verizon in the second largest secondary offering, with Verizon selling its approximate 21% stake in Telus for gross proceeds of over $2.2 billion. The Stikeman Elliott team included Simon Romano, Rob Nicholls, Ian Putnam, Kevin Kelly and Alan Kenigsberg.

Going Public in Canada: Issues and Considerations in an IPO
So you want to go public? This publication covers the numerous aspects of making an initial public offering, including the pros and cons of an exchange listing, the prospectus process, compliance requirements, taxation matters and much more. There is also a new section on Income Trusts. Please click here to subscribe.