Background

Fred Enns is a partner in our Montréal office. Mr. Enns was admitted to the Québec Bar in 1990, the New York State Bar in 1988 and the B.C. Law Society in 2000. He graduated from the National Program of McGill University Law School in 1987 with degrees in Common Law and Civil Law. He is fluently bilingual in English and French.

Areas of Practice

• Fred is the regional leader of our Securities and Capital Markets Group and a member of the Investment Management Group and the Corporate Commercial Group. He is also Montreal leader of the Focus Group on Corporate Governance.

Rankings and Recognitions

• Recognized in the 2011 Canadian Legal Lexpert® Directory (Investment Funds & Asset Management)

Professional Experience

• Fred practices securities and corporate law, with an emphasis on corporate finance, merger and acquisition transactions, hedge fund, private equity fund and mutual fund formation and offerings, and related fund and fund manager registration and governance issues.
• He also advises on
  • securities regulatory compliance,
  • continuous disclosure obligations,
  • dealer and adviser registrations,
  • corporate governance issues,
  • private M&A, and
  • other corporate commercial transactions.
• His experience includes:
  • Acting for an investment fund manager and portfolio manager of mutual funds and closed-end funds with respect to various fund compliance issues;
  • Acting for issuers and underwriters on public offerings of equity or debt;
  • Acting for a global developer and manufacturer of hardware and software for the television broadcast industry, on its Initial Public Offering and Secondary Offering of common shares;
  • Acting for a mutual fund group in a transaction involving replacement of the trustee and custodian of the funds, as well as the service provider, and amendment and restatement of the mutual fund declaration of trust;
  • Acting for various hedge fund and private equity fund managers in the formation of such funds; securities offerings and registration issues;
  • Acting for the Underwriter in a private placement of special warrants and subsequent short form prospectus offering of shares and warrants of a pharmaceutical company in conjunction with an acquisition;
  • Acting for a group of telecommunication operators, in several private placement offerings of debentures under trust deed;
  • Acting for the Underwriter in a long form prospectus offering of common shares and warrants by a Québec-based oil and gas operator;
  • Acting for the Underwriters in a shelf prospectus for a $1 Billion Medium Term Note program;
  • Acting for the Underwriters in several short form prospectus or offering memoranda offerings of Commercial Mortgage–Backed Bonds;
  • Advising on preparation of Annual Information Forms, information circulars, other continuous disclosure documents and various corporate governance matters for public issuers.

Professional Associations and Memberships

• “Accredited Director” and Fellow of the Institute of Chartered Secretaries and Administrators;
• Member of the American Bar Association and various committees of the Business Law Section;
• Member of the International Bar Association and its Securities Law Committee;
• Member of the Canadian Bar Association.

Professional Activities

• Fred has worked closely with ICSA to develop the Director Education and Accreditation Program co–founded by ICSA and BLG;
• Fred makes regular presentations at conferences and seminars on Corporate Governance and Securities Law issues, including:
  • Federated Press – 3rd Board Risk Management Course – “The Board's Risk Oversight Role in M&As and Takeovers”; Toronto, April 19, 2010;
  • Workshop on “Fundamentals of Governance Law and Practice in the Public Sector” at Canadian Institute Conference “Crown Corporate Governance”; Ottawa, January 19, 2010;
  • CSCS Annual Corporate Governance Conference, “Governance and Risk Management: Best Practices in Not-for-profit and Crown Organizations”; St. John's, Newfoundland and Labrador, August 25, 2009;
  • Federated Press – Board Risk Management – “The Board's Risk Oversight Role in M&As and Takeovers”; Toronto, June 4, 2009;
  • Seminar on the “Canadian Securities Administrators Proposed New Governance Regulations” (NP58-201);
  • Seminar on “Shareholder Meeting Preparedness and Proxy Battles 2009”; Calgary, April 20, 2009;
  • ICSA Chartered Secretaries Canada – 2008 Symposium on Good Governance Practices – Risk, Uncertainty and Effective Governance – “Recent Developments in Corporate Law”; Toronto, December 5, 2008;
  • Director Education and Accreditation Program “Corporate Governance Module”; Toronto (February and September 2008), Vancouver (September 2008, March 2009), Montreal (October 2008), Ottawa (October 2008), Calgary (November 2008) and Nunavut (October 2009);
  • CSCS The Canadian Society of Corporate Secretaries – Essentials of Corporate Governance: “A Comprehensive Framework for Effective Governance and Emerging Issues”; La Malbaie (Québec), September 10, 2007;
  • ICSA Chartered Secretaries Canada – 2006 Symposium on Corporate Effectiveness – “Going Beyond Compliance The Evolution of Governance in Organizations”; Toronto, December 7, 2006;
  • Canadian Institute – The New Regulation 45-106: “The impact of the prospectus and registration exemptions on private placements in merger and acquisition transactions – Mergers and Acquisitions”; Montréal, October 5, 2006;
  • Canadian Institute – “The Passport System Regulation 11-101”; Montréal, January 26, 2006;
  • ICSA Chartered Secretaries Canada – Corporate Governance, “A Delicate Balance, The Nuts and Bolts of Corporate Governance”; Toronto, December 7, 2005;
  • CSCS The Canadian Society of Corporate Secretaries – Corporate Governance, “Staying on Top”; Banff, September 12, 2005;
  • ICSA Chartered Secretaries Canada – Directors and Management: “Managing the Managers”; Montréal, May 3, 2005.

Publications

• Co-editor of What Directors Need to Know: Corporate Governance Participants Study Guide, Directors Education and Accreditation Program of ICSA, Chartered Secretaries Canada, 2008;
• “Going Private Transactions” published in the Montréal Business Magazine, December 2004.