Securities

Ronald L. Coke
Jack Fleming	Sean Hicks	Timothy A. Kurbis	Donn A.J. Pirie
Norman K. Snyder	Kristen Wittman

Members of our Securities Department specialize in securities matters and collectively have been involved in a wide range of securities transactions, including registration matters, public and private issuances of securities, and associated compliance and regulatory matters. Our securities practitioners have acted for clients seeking to raise equity funds either privately or publicly or as securities firm agents in connection with public and private offerings, both locally and nationally. The Department has also assisted issuers and securities firms in regulatory and compliance matters relating to both the Manitoba Securities Commission and the Toronto Stock Exchange and TSX Venture Exchange.

Ron Coke currently sits on The Manitoba Securities Commission Advisory Committee and was previously appointed as The Manitoba Securities Commission representative on a national securities commission committee to create a National Policy on Escrow Requirements (now NP 46‑201). Norm Snyder is a member of the local Advisory Committee of the TSX Venture Exchange. He previously served as a member of a joint Winnipeg Stock Exchange and Manitoba Securities Commission Committee to review proposals for a streamlined exchange prospectus process, which resulted in the Capital Pool company regime being adopted in Manitoba.

In the 1990's, the firm also acted as exclusive counsel to the Winnipeg Stock Exchange in connection with the formulation and passage of a special act of the Manitoba Legislature to reconstitute the Winnipeg Stock Exchange as a statutory corporation with selected governors of the Exchange (approved by The Manitoba Securities Commission) representing the public. The firm was also engaged to formulate and produce a complete new set of By-laws and Rules for trading, together with required documentation such as listing applications.

Underwriting Capabilities and Experience

The firm is a registered filer with SEDAR and SEDI and has completed electronic filings on behalf of its clients. Members of our firm have also completed or are in the process of completing the Canadian Securities Course.

Some of the services which the Securities Department has provided include:

Government and Government Agencies

The Department has been responsible for the issuance of Province of Manitoba Builder Bonds and Manitoba Hydro Bonds representing an excess of one billion dollars of value to the domestic market in Manitoba. The Department has also been involved in other Province of Manitoba financings or government guaranteed financings, including issues denominated in U.S. dollars.  The firm provided advice to the Province in connection with the proposal to create a National Securities Commission.

Underwriting Activities

Members of the Department have been involved in acting for underwriters or agents in respect of public financings, private placements and listings on various stock exchanges, including the TSX. The firm has also acted for issuers in respect of corporate financings, both public and private, in more than one Canadian jurisdiction. In connection with such issues, members of the Department have been involved in the preparation of agency and underwriting agreements, banking group or selling group agreements, prospectuses, offering memoranda and other related contractual documents.

Other Capabilities and Experience

Other Securities Transactions

The firm's Securities Department has also been involved in take over and issuer bid procedures, including the negotiation of lock up agreements and the drafting of circulars and other associated documents. In addition, the firm has acted for issuers in connection with various right offerings and the establishment of employee stock option plans.

Registration Activities

Members of the department have acted for existing IDA members in connection with ongoing registration compliance. In addition, they have acted for new registrants in connection with the preparation and submission of required documentation for registration and in connection with the completion of other associated registration details.

Public Listings

In addition to their active involvement with the Manitoba Securities Commission and the TSX, the members of the department have assisted in the listing of securities on recognized stock exchanges in Canada and the United States.

Continuous Disclosure

The Securities Department has also advised clients with respect to continuous disclosure obligations, including the preparation of annual information forms, annual returns, management proxy circulars and related documentation.

TM Teamwork

Our Securities Department tries to work as a team with other departments of the firm. Members of our Securities Department, together with members of our firm practising in other areas such as the corporate and commercial department, have assisted with respect to public or private placements and have given advice regarding securities law exemptions; our tax department usually participates with the department in the structuring of offerings or reorganizations involving public companies; our labour department is often involved in respect of employee stock option plans; and our Litigation Department is often involved in cases involving securities litigation or regulatory proceedings before, for instance, the Manitoba Securities Commission. By working with these other departments, the department feels it is better able to serve all of our clients' needs and concerns regarding securities law matters.