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). Employing the expertise of our London office, we have also been at the vanguard of the global bond markets, as the #1 Canadian firm by value and deal count acting for underwriters, according to Bloomberg.
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, both public and private
- public and private debt offerings
- global bond offerings denominated in Canadian and international currencies
- structured and closed end fund offerings
- mutual fund offerings
- mining finance - we have a significant market share in financings of mining companies
- project finance
- structured products and derivatives
- income trust and REIT offerings and conversions to share capital corporations
- 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.
The Group regularly acts on merger and acquisition transactions for holding companies and on private and public funds investments of various capitalization scales.
Income Trusts and REITs
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 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 2010, 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 securities, corporate finance and M&A focused blog called CanadianSecuritiesLaw.com, the first major site of its kind to be launched by any of the leading national law firms in Canada. The blog 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 email or RSS feed.
The blog 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.
Recognition for Our Work
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| The nationwide strength of the practice is suggested by the fact that more of our securities partners in the firm's Montréal, Toronto, 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 current edition of U.S.-based Best Lawyers in Canada also ranks Stikeman Elliott as Canada's leading securities law practice. |
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#1 in Bloomberg's 2010 league tables by value of Canadian equity, trust, convertible and preferred offerings acting for issuers
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#1 in Bloomberg's 2010 league tables by volume of Canadian corporate debt offerings acting for underwriters
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#1 in Bloomberg's 2005-2009 league tables by value and deal count in Canadian equity offerings (acting for issuers and underwriters combined), #1 by value and deal count in Canadian debt offerings (acting for issuers) and #1 Canadian firm by value and deal count of global bond offerings (acting for underwriters)
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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 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
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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:
- Bauer Sports Performance Inc. in its $75 million IPO, one of the only domestic IPOs outside of the mining, technology and investment fund sectors since the start and end of the financial crisis.
- Canadian counsel to the underwriters in the US$23.1 billion NYSE and TSX initial public offering of General Motors the largest IPO in history, and the concurrent offering of preferred shares.
- Dollarama Inc. in its $282.7 million secondary offering of common shares.
- AltaGas Ltd. in its combined $1 billion offering of common shares, preferred shares and debt.
- The underwriters on the $962 million offering of subscription receipts by Intact Financial Corporation, to support its $2.6 billion purchase of AXA Canada.
- L.F. Investments (Barbados) Limited and Hutchison Whampoa Luxembourg Holdings S.à.r.l., the two principal shareholders of Husky Energy Inc. in their $707 million private placement purchase of additional common shares of Husky.
- Intel Corporation, as selling shareholder, in the $690 million initial public offering and secondary offering of SMART Technologies Inc.
- Air Canada in its $1.075 billion private offering of senior secured notes, including US$600 million in 9.25% notes, US$300 million in 10.125% notes and US$200 million in 12% notes.
- Hochschild Mining plc, as selling shareholder, in the $392 million offering of common shares by Lake Shore Gold Inc.
- The underwriters in the $348 million IPO of Tahoe Resources Inc.
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