WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL

GUEST OF HONOR: Norie Campbell Group Head & General Counsel, TD Bank Group WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL

THE SPEAKERS

Norie Campbell Paul Belanger Godyne Sibay Group Head & General Counsel, Group Leader for Blakes’ Managing Partner, Ontario Region, TD Bank Group Financial Services Practice, McCarthy Tétrault LLP Blake, Cassels & Graydon LLP

Terry Burgoyne Lee Meyerson Karrin Powys-Lybbe Partner, Osler, Hoskin Partner & Head of Financial Managing Partner, & Harcourt LLP Institutions Practice, New York Office, Torys LLP Simpson Thacher & Bartlett LLP

(The biographies of the speakers are presented at the end of this transcript. Further information about the Directors Roundtable can be found at our website, www.directorsroundtable.com.) TO THE READER General Counsel are more important than ever in history. Boards of Directors look increasingly to them to enhance financial and business strategy, compliance, and integrity of corporate operations. In recognition of our distinguished guest of honor’s personal accomplishments in her career and her leadership in the profession, we are honoring Norie Campbell, Group Head and General Counsel of TD Bank Group, with the leading global honor for General Counsel. TD Bank is the second largest bank in Canada (by assets) and one of the ten largest banks in North America. Norie’s address focused on key issues facing the General Counsel of an international bank and offered her perspective on the unique strengths that women bring to law as a profession, as well as in a General Counsel position. The panelists’ addi- tional topics included mergers and acquisitions; governance, cross-border transactions; and diversity in the law.

The Directors Roundtable is a civic group which organizes the preeminent worldwide programming for Directors and their advisors, including General Counsel. Join us on social media for the latest news for Directors on corporate governance and other important VIP issues.

Jack Friedman Directors Roundtable Chairman & Moderator

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Appointed to TD Bank Group’s Senior Toronto Program on Ethics in Law and Executive Team in April of 2013, Norie Business; the Women’s Law Association Campbell leads the Legal, Compliance, Anti- of Ontario; and Stepping Up: Preparing to Money Laundering, Financial Crimes and be a GC. She has also served on the St. Fraud Management, and Enterprise Project Christopher House Board and the Higher teams. She was appointed General Counsel Education Quality Council of Ontario. of TD Bank Group in November 2011. In 2010, Norie was recognized as one of Prior to this, she was Senior Vice President Canada’s “Top 40 Under 40,” in 2013 she and Assistant General Counsel, and from was named to the Top 25 Most Influential June 2004 to January 2006, she was Vice Counsel list by Canadian Lawyer Magazine Norie Campbell President and Special Assistant to the Chief and in 2014 and 2015 was named one of Group Head & General Counsel Executive Officer. Canada’s Top 100 Most Powerful Women by the Women’s Executive Network. She is an Prior to joining TD in December 2000, active supporter of many of TD’s diversity she practiced business law at McCarthy initiatives, including Women in Leadership Tétrault LLP. and the Lesbian, Gay, Bisexual, Transgender and Ally communities. In 2015, she served Norie obtained her LL.B. (1995) and her as co-chair of TD Bank Group’s annual LL.M. (Banking & Financial Services, United Way Campaign. 2003) from Osgoode Hall Law School. Norie lives in Toronto with her husband Norie participates in the Law Cabinet for and two sons. United Way and is a member of the following advisory boards: the University of

TD Bank Group Headquartered in Toronto, Canada, with • Wholesale Banking, including TD Securities more than 80,000 employees in offices around the world, The Toronto-Dominion TD had CDN$1.2 trillion in assets on July Bank and its subsidiaries are collectively 31, 2016. TD also ranks among the world’s known as TD Bank Group (TD). TD offers leading online financial services firms, with a full range of financial products and ser- approximately 10.8 million active online and vices to approximately 25 million customers mobile customers. The Toronto-Dominion worldwide through three key business lines: Bank trades on the Toronto and New York stock exchanges under the symbol “TD.” • Canadian Retail, including TD Canada Trust, Business Banking, TD Auto Finance The Toronto-Dominion Bank is a chartered (Canada), TD Wealth (Canada),TD Direct bank subject to the provisions of the Bank Investing and TD Insurance Act (Canada). It was formed on February • U.S. Retail, including TD Bank, America’s 1, 1955 through the amalgamation of The Most Convenient Bank, TD Auto Finance Bank of Toronto, chartered in 1855, and (U.S.), TD Wealth (U.S.) and TD’s invest- The Dominion Bank, chartered in 1869. ment in TD Ameritrade

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JACK FRIEDMAN: Good morning. I’m Jack Friedman, the Chairman of the Directors Roundtable. We want to thank you very much for joining us today. As a short orientation, we are a civic group which has organized 800 events globally in the last 25 years. Our events are pro bono programming for Boards of Directors and their advisors and we’ve never charged the audience to attend.

We are very privileged today to honor Norie Campbell with the leading award for General Counsel globally. We also have our Distinguished Panelists, Paul Belanger from Blakes; Godyne Sibay, who’s the managing partner for McCarthy in Ontario; Terry Burgoyne from Osler; Lee Meyerson from Simpson Thacher; and Karrin Powys-Lybbe from Torys, who will contribute their expertise to this event. We will start with Norie and her opening remarks, followed by the other I recall reading a profile of Norie in the Globe Without further ado, I would like to have Speakers each presenting on the area of their and Mail (after she was selected by Caldwell our distinguished Guest of Honor make her specialty. We will then have a Roundtable Partners as one of the top 40 under 40), a few introductory remarks. [APPLAUSE] discussion with questions for the Speakers. years back. In that interview, she focused on the importance of setting priorities, deciding NORIE CAMPBELL: Good morning, After the event, we will prepare a full-color and thank you, Jack, for that very kind transcript that will be made available to what matters. In 2013, Norie was selected introduction. I have to thank Jack and the approximately 100,000 leaders globally. I as one of the 25 most influential lawyers in Directors Roundtable; there is such an illus- would like to thank the staff of Simpson Canada. She has become a role model for trious group of General Counsel whom Thacher for their work in making this pro- a new generation of leaders unwilling to give you have recognized before, and it is a real gram a success. up on vibrant careers or vibrant family life. honor for me to be included in that list. On Osgoode Hall Law School recently behalf of the GC Bar, I really appreciate the Now, I would like to give a very special rec- celebrated its 125th Anniversary as one of recognition for the unique role of General ognition to Norie. She went to the Osgoode Canada’s oldest and most prestigious Law Counsel in the profession. I’m really in awe Hall Law School at York University, and we Schools, but achieved gender parity within to be in this room with all of you, and I’m received a letter of congratulations from the the student body only in the mid-1980s and very grateful on a personal level. I can see Dean. Here is what the letter says: gender parity among faculty members in many friends in the audience, and it means 2015! Students from diverse backgrounds so much to me that you would be here to On behalf of Osgoode Hall Law School, at are fast becoming the majority in our Law share this with me. York University, and our more than 15,000 School. Are legal and business employers alumni worldwide, I extend my enthusiastic I’m also very grateful because of how opti- congratulations to Norie Campbell on this and the legal profession ready? Increasingly, mistic it makes me feel. Today I want to distinguished honour. we will look to leaders with vision like Norie to develop a culture of broader inclusion. talk about the role of women as leaders Norie graduated with an LLB degree from in the legal profession and in business, and Osgoode in 1995. As Group Head and General We are proud to have Norie as part of our the General Counsel role straddles both. Counsel of TD Bank Group (and through her community, and join with many others various other posts with TD over the years), wishing her well on this important occasion. I’m optimistic because when I look at the faces Norie has achieved remarkable success at a in this room, I know that it will be because of Sincerely, transformative time in the banking industry, people like you — the commitment, the skill, and is wonderfully deserving of this recognition Lorne Sossin the talent, the personal resilience, the influ- from the Directors Roundtable. Professor and Dean ence, the persistence — I could go on and on

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It takes a village to get the great joy of being The U.S. market fueled our growth story recognized today, and my village requires the and transformed us into the sixth largest very best advisors that the Canadian and bank in North America by market cap. U.S. legal bars have to offer. I’m proud to You’ll notice that our growth trajectory share the stage today with my village, who started shortly before, and continued on not only provide the best and most expert pace through the financial crisis. These advice, but share the values that we hold were painful times for all financial institu- dear at TD, including having the good grace tions, but we have a purposeful strategy at to have a sense of humor at the most dif- TD to emerge from the valley with momen- ficult times. So, thank you for being here. tum on our side.

I’m delighted to have this opportunity to TD’s senior leadership feels keenly our tell you a little bit about the TD story, and responsibility as custodians of a great insti- given we are in New York City, I thought I tution, and that our job is to leave the would focus on our U.S. story and, indeed, organization stronger and better positioned on this great city. for the future. That responsibility underpins — that you will bring to the effort to increase all of the decisions that we make, and it’s the representation and influence of women in We are The Toronto-Dominion Bank. We shaped our conservative risk appetite, which these fields. It is because of your engagement are over 160 years old. Key to our success is based on three simple principles: first, we that we will continue to progress, and that we is our culture. There are really three pillars: only take risks that fit our business strategy and can be understood and managed. will be successful. legendary customer experience; conservative Intuitively, our people know if something risk culture; and our unique and inclusive seems too good to be true, it likely is, and Today, I want to talk a little bit about what employee culture. you already know: positive change is hap- we won’t do it or sell it. Second, we do not take risks that may harm our brand. We use pening, and there is still a lot to do. For most of our years, we have been primar- a simple litmus test: if we’re not comfort- ily a Canadian bank, but in the last decade able selling a product to a family member, But before I address that topic that is near and a half, we’ve grown into one of the larg- then we wouldn’t sell it to anyone else. And and dear to my heart, I want to address est financial institutions in North America, third, we won’t bet the bank on any single another topic near and dear to my heart, and added some recognition along the way, acquisition, business or product. and that is my organization, The Toronto- for which we are truly grateful. Such as TD Dominion Bank. Bank, America’s Most Convenient Bank, Our U.S. story is case in point. We wanted to was called the “best big bank” by Money I can’t begin, though, without recognizing build up our experience and our confidence Magazine. TD was named the safest bank in a few of the many I would like to recognize in the U.S. with a number of small moves. North America and one of the world’s most in the room today. I’m fiercely proud of my In 2005, we entered the U.S. through our admired companies by Fortune Magazine. We team, a number of whom are here today, acquisition of Maine-based Bank North — both from the legal team and other areas of are “The best place to work in the U.K.”; our initial stake was 51%. In 2008, we took my group. Not only do they make my job “Best companies to work for in Canada”; full ownership of Bank North and acquired easy, they make it a delight. and “the best place for LGBT equality in the New Jersey-based Commerce Bank. We United States,” to name just a few. then filled in and expanded our footprint In particular, I want to recognize Ellen along the Eastern Seaboard through a series Patterson, our U.S. General Counsel, and Today, almost half of our retail locations of smaller acquisitions, including a regional Phil Moore, our Deputy General Counsel. are in the U.S. — 1,300+ from Maine to bank in South Carolina. We also acquired I have learned from, and worked with these Florida; and one-third of our employees — Chrysler Financial, a North American two in their capacities as external advisors, 26,000 people — are based here. leader in auto loans. before I could convince them to be part of the TD team. The partnership spans It’s been an interesting journey from hav- These incremental moves allowed us to grow literally decades, and I owe them a huge ing really no retail banking presence in the while retaining a cushion of risk capacity. personal debt. They each have made a sig- United States in 2002, and Lee, here with Today, TD has 137 stores in the five boroughs, nificant contribution to the story about TD us on the panel, has been with us every step from none in 2002. Earlier this month, we that I will soon share. of the way. announced our proposed acquisition of Albert

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Fried & Co., an established Manhattan prime We are The Toronto-Dominion Bank. We are over 160 years brokerage firm with strong ties to the community and a long history of notable client old. Key to our success is our culture. There are really three service, to add to our longstanding wholesale pillars: legendary customer experience; conservative risk business in New York. culture; and our unique and inclusive employee culture. We’ve recently committed to being a signa- — Norie Campbell ture tenant at One Vanderbilt, a 200,000 sq. ft. office space near Grand Central business. Let me start with women in the and that I am so pleased to be involved Station that will be the new home of TD legal profession, particularly those working with. It’s called “Stepping Up.” Blakes, that Bank’s regional headquarters. in the corporate or business world. Paul is representing today, was one of the firms that started this with Deloitte. It works In keeping with our commitment to con- There is a disappointing statistic getting a relentlessly to turn more terrific women serve and to create urban green spaces, we’ve fair amount of press, that there are more lawyers into future General Counsels. If we announced a three-year, $1 million partner- CEOs of Fortune 500 companies named have time later, I would love to talk more ship with the Friends of the High Line. “John” than there are women CEOs. Let me about this. contrast that with an interesting Canadian At TD, the one thing we know is to be an statistic. Uniquely, in Canada, more than So, does it matter, having this concentra- enduring financial institution, you need to half of in-house counsel are women, and tion of women General Counsels? Well, it continually adapt. But what we’re doing according to the Association of Corporate matters in a lot of ways, and that’s what I’d to adapt must be tied to our core values, Counsel, that is not the case anywhere else like to talk about more. like legendary customer experience. So, in the world. we’re working to figure out how to meet cus- First, it is helping build more diverse legal tomers’ changing expectations. We brought As you will well know, though, you cannot teams in-house. Second, it is having, and it a concept store to 86th and Lexington. It’s leave the inquiry off there. To really consider will continue to have, a positive impact on above a busy subway station, exposed to the diversity angle, you need to look more the advancement of women lawyers in firms many commuters. The unique thing about deeply to see how many of these women are with a business law focus. Third, through this store is it is completely teller-less. We in actual leadership roles. the success of women in-house roles, we are have smart ATMs and iPads for customers’ successfully exporting women lawyers into everyday banking, as well as for opening In Canada, there is a relatively high con- the business. And fourth, as we break down accounts. But for more complex transac- centration of women General Counsel in the barriers, or otherwise solve making tions, like applying for a loan, we connect some of the most significant Canadian women successful, there are virtuous circles them to experts at our contact center via companies. It’s been chronicled in an inter- to other pillars of diversity. videoconferencing. Of course, we post the esting book by Kirby Chown and Carrie subway schedule to keep everybody on time. Mandel called Breaking Through. While I’m Let me touch on each just briefly, because I speaking from Canadian statistics, I know want to save some time to talk more gener- As our CEO, Bharat Masrani, says, “People this to be a shared phenomenon in the ally about women in leadership in business. do not live to bank; they bank to live.” We United States. I know this because I must are using innovation to further our promise abashedly share a bit of a Canadian secret: First, there is building diverse teams to our customers to make it easier for custom- we do often piggyback great American in-house. At TD, we know that having a ers to bank with us and get on with living. ideas, although we do try to change them woman leader increases the representation just to capture our own uniqueness. The of women in the team and the likelihood It means a lot to all of us at TD to have one book that I referenced was inspired by an that those leadership roles are held by of our leaders recognized in this wonderful American book called Courageous Counsel: women. I’m very proud of my own legal city that has been such an inviting market Conversations with Women General Counsel team at TD, where more than half of the for us. Thank you very much. in the Fortune 500. department and more than half of the leadership team are spectacular women lawyers. I want to spend what remains of my time I want to thank the U.S. female General My broader team, which includes a number talking about the role of women in lead- Counsel bar for inventing another wonder- of other areas at TD, is similarly constituted ership in both the legal profession and in ful initiative that we borrowed in Canada, with women leaders.

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Hiring a woman leader is certainly not the are the women’s groups that we are creat- only way to make women on the team suc- ing — either purposely or organically — are cessful. I, myself, have had my own share of they inclusive of all women? Minorities, wonderful, fully evolved male bosses help lesbians, women with disabilities (including me through my career, but we do know that invisible disabilities) — and if not, why not? having women General Counsel and senior in-house counsel as role models is assisting While it is terrific that the in-house legal the advancement of diversity across the legal profession has achieved gender diversity profession. As we penetrate the ranks, we in Canada, it is not enough. I believe we are creating a wonderful network of female now have a critical mass of women leaders GCs that I have had the privilege to rely in-house. That means we really must turn upon, learn from, and develop with. to the next frontiers of diversity. We need to do one of three things, or maybe all Second, and I believe there will be more dis- three: we need to make sure all women are cussion of this from our panelists later, law included; we need to help other diversity firms are so very committed to the advance- initiatives more generally; and we need ment of women, both into their senior to help in-house women who want other partner roles and also into the various career paths to find equally welcoming leadership roles that they can have within experiences in other fields. their firms. To state the obvious, though, law firms are in the client service business. I know some members of my team have The changing face of their major clients, the potential to replace those CEOs who are more and more buyers of legal ser- come from their mouths is very likely to named “John.” vices, will be from diverse backgrounds, has demonstrate their unique potential to make begun to and will continue to approve their a lasting contribution to their organization. I would like to speak more broadly about ability to, and even increase their desire to, the role of women in business and the attract, retain, promote, develop the very When you add significant regulatory com- context that we are operating in. I couldn’t best women lawyers. plexity, as many organizations represented pass up the chance to talk about our own here today would face — and certainly my Prime Minister, the Right Honorable Justin For my third point, within the corporate own — the theme of the potential for our Trudeau, and his speech here in this very context, there is tremendous opportunity to bright lawyers to have important roles city. You may have heard that he achieved the export talented women into senior business across the business is only enhanced. I love first gender-neutral cabinet in Canadian his- roles. Contrary to popular wisdom, the this mind-expanding opportunity for my tory. He was honored by Catalyst, who you most senior business leaders love lawyers legal team — to see so much scope for career will know to be a leading non-profit organiza- — the lawyers’ trained mind for problem- development in their future. tion with a mission to accelerate progress for solving, acting in ambiguity, advocacy, and women through workplace inclusion. sheer intellectual horsepower. But, frankly, Finally, and importantly, if we continue they like it even better when lawyers become to make progress on the advancement of Mr. Trudeau was presented with a spe- business people instead — the so-called women in legal roles, I believe strongly we cial commendation for his leadership in “reformed lawyer.” will advance other areas of diversity which advancing diversity and gender equality. remain significantly underrepresented in To translate what a Canadian cabinet is What is so interesting about the develop- major companies’ legal departments and for our American friends, it is currently ment of young lawyers within at least very in firms of the highest tiers. I know this to 30 individuals who have various ministries large companies is that almost by necessity be a fact in Canada, and I suspect it will they represent. But unlike your American of even junior roles, they are speaking to resonate for our American colleagues. “secretary” roles, the individuals who fill more senior business people. They nec- the cabinet roles must first be elected by the essarily have a broader context of their So, while I’m proud of what women lawyers people and be part of the winning party. organization than many other business have achieved in Canada — and I’m speak- line peers across the organization; they are ing with particular fondness of the in-house There are two things I want to highlight more likely to need to demonstrate exec- profession — we cannot be complacent. We about this — one, simply because I love utive presence earlier; and what needs to have to keep testing ourselves. For example, it; and the second, because I think it’s

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important for the journey we are all on to The U.S. market fueled our growth story and transformed improve the representation of women in the most senior roles. us into the sixth largest bank in North America by market cap. You’ll notice that our growth trajectory started shortly The first is that when our Prime Minister was asked what motivated him, why did before, and continued on pace through the financial crisis. he insist upon a gender-neutral cabinet, he simply responded, “Because it is 2015,” as — Norie Campbell it then was, and he knew no other explanation was really required. On the second, in executive population are women. The latter be in the right place, and it is not enough. his remarks at the Catalyst award, the Prime is 60% growth in the ten or so years we’ve The reason this is an important message is Minister shed some light on how, because been working on it. “believing it is sufficient to have your heart while “why” may be an easy explanation, in the right place” is actually the enemy of “how” he achieved an equal balance of gen- I’m proud of this progress, but we are not good diversity initiative. ders on his cabinet is certainly not. complacent. In fact, as a leadership team, we just took a hard look in the mirror at some If you do nothing else, please give the diverse He talked about the many years of work uncomfortable problems in our facts. First, we candidates on your team or in your organiza- that went into this outcome. He shared a are not where we want to be in relation to our tion the feedback they really need to improve. statistic that said women are 50% less likely peer institutions. Some of our peers are better, to consider themselves potential candidates and that is not where we want to be. Second, The second is a personal experience I had. I for elected office than men, and he shared we don’t have the level of diversity among our recently addressed the Women in Leadership his anecdotal experience of asking a woman women leaders that we want or expect. We Group at one of Canada’s leading business to run. When they asked a man, a likely are underrepresented on women of color, schools, and in preparation, I asked one of response was, “When do I start?” but there indigenous women, lesbians, women with the crackerjack millennial women at TD is generally, a much different reaction for disabilities, and veterans. Finally, the pipeline that I get to interact with, what I should talk women — surprise, were they serious, was of women coming up to leadership roles is about. What she said is, “Tell them why they she qualified? not where it needs to be for future growth. should want your job.” I thought, what a great reminder that it is not obvious to this They did a lot of work. They launched I could talk to you all day about what we fabulous generation of women. a campaign, “Invite Her to Run.” They are going to do, what we are reading and reached out through all kinds of methods, learning. I would love to hear the ideas that So I talked about the luxury of having a role including social media, to ask Canadians you have. But let me leave you with a few where you are always learning, having financial to invite women to put their name forward ideas that have captivated me recently, and security and amazing, smart colleagues. These and run for office. Then — importantly — my asks of all of you. are great opportunities I could never have they supported interested women with a dreamed of — like being here today with all of great process to understand next steps. The first is from an amazing Harvard you — but also, how you can use the voice you Business Review article, “Vague Feedback earn with your career success to help others. He told the story of one of his terrifically is Holding Women Back,” which talks talented now cabinet ministers who had about how men get feedback about their That brings me to my third point. We recently to be asked repeatedly. There are a lot of actual business results, but women get a reconstituted our Diversity Leadership lessons in this “Invite Her to Run” cam- different kind of feedback, “You’re a great Counsel at TD, and when we asked those paign for all of us in our organization, and team player.” Men and women need to be who had served for 10 years about their expe- particularly, to do it sustainably requires a valuated against equal criteria, because one rience — to a person, they talked about the comprehensive and long-range plan. thing we know for certain is good feedback rewarding personal journey of learning and is critical for personal development. understanding all the areas of diversity that I have recently had the very great privi- we are trying to advance, and of testing the lege of being asked to lead the Women I learned a great term from this article — limits of their comfort zone. in Leadership initiative for our more than “protective hesitation” — that managers may 80,000 employees across TD. I’m starting be especially worried about how the individ- I know this journey personally. In 2014, from a strong base; 39% of our indepen- ual will react. What I think is particularly I was asked to lend my voice to the Gay, dent directors are women, and 36% of our important is it proves out your heart could Lesbian, Bisexual, Transgender and Allies

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diversity pillar at the bank, and those who better ideas than I, and I would truly love asked me graciously taught me. I learned so to hear them. There is an awful lot to be much through many bravely sharing their sto- optimistic about as we move forward. ries with me, including a transgender group of our own employees talking about their I feel incredibly fortunate that I was able experiences working with our HR programs. to go to law school and become a lawyer; that my career has led me to be the My work on diversity will make me better, General Counsel of an organization that I not just as a work colleague, but as a mem- truly love. Law has been a wonderful pro- ber of my family and of my community. fession for me, and it will be a wonderful What an amazing gift for an organization to profession for women to continue to make gives its employees. great progress as leaders both in the law profession and in business more generally. Fourth, as I take over Women in Leadership I admire the commitment and dedication at the bank, we out are listening and when to that outcome that I know you share. I we asked successful women at the bank how am very grateful for the recognition, for the they became so, the single thing that made support of my own team from TD, and I a difference is that someone who knew how thank the audience and our panel for your it all really works put their arm around that attendance today. woman’s shoulder and showed them. Thank you. [APPLAUSE] That’s the challenge for this room — be that person for a diverse candidate. JACK FRIEDMAN: I would like to make He paused for a moment, and then said, a quick comment, ask a couple of questions, “No, not that type of secretary. I’m talking Fifth, and finally, at TD, we made a purpose- and then move ahead. about a position like Secretary of HEW or ful step to change our language to diversity Secretary of Education — that type of secre- and inclusion — to me, a seismic shift. It says Just to show how things have changed, tary.” She said, “Fine. If that’s the type of that success lies not just with training the Sandra Day O’Connor was second in her secretary, I’d be glad to go.” [LAUGHTER] diverse individual; everyone has a role to play class at Stanford. Rehnquist happened to in creating the workplace we want. be first in that class — that’s quite a class. She finished by saying that she had noticed She told a story that when she looked for that the majority of recent associates at the firm were women and she thought Take the conversation about aspiration. We a job in the fifties, the best job that she that was moving in the right direction, so know, traditionally, women are less likely could get was as a paralegal at a major law all was forgiven. [LAUGHTER] to express aspiration. Yet, we continue to firm, despite her standing in the class at see the expression of aspiration as a key Stanford. She then became an associate. How can a company really implement prac- element of potential. We could look at Years later, she was invited back on the hun- tical programs or better yet, give financial whether that is even right, but in the mean- dredth anniversary of the law firm, to give incentives, to change an organization? time, until we do, by thinking of the field the address about her career to the partners as both diversity and inclusion, we are not who were there from all over the world. NORIE CAMPBELL: We had the chance, just training the diverse individual — in this At that time she was a judge in Arizona, Jack and I, to talk earlier and, of course, case, the woman — to be more overt in her and the head of the law firm had just been there’s always been a long discussion on expression of aspiration. We would also appointed to a high position under Reagan. what is the right way to drive behavior. The train the manager to see that the expression way that we try to think about it is with of aspiration may manifest differently with He gave her a call, and said, “Sandra, the a small population of people, for exam- women, and she may still be equally ready President would like to invite you to come to ple, your most senior executive team. You for the next role. Washington to interview to be a secretary.” don’t want to have a number attributed She said, “I was taken aback, but answered, to that group, because you want everyone So, with my many asks, you have paid ‘Thank you very much, but I’d like to in that group to feel and to be perceived to dearly for your breakfast today. If I know let you know my career has advanced.’” have earned their right to be there. I think one thing, it is that you no doubt have far [LAUGHTER] all women executives are firmly of that view.

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As you try to advance a large organization Intuitively, our people know if something seems too good having no numbers for people to work towards, especially if you worked in a to be true, it likely is, and we won’t do it or sell it. Second, financial sector, numbers are an important we do not take risks that may harm our brand. We use a way that people look at the world. In the broader population of women executives, simple litmus test: if we’re not comfortable selling a product such as SVP+ at the bank, we have 500 to a family member, then we wouldn’t sell it to anyone else. people. That’s a place where you can put a target number of women, and you can give — Norie Campbell that target across to your business leaders. is more useful tools. It is an issue. They want JACK FRIEDMAN: Any other comments? As I’ve taken on the Women in Leadership to make this progress. What can you provide piece, a very interesting thing, what I was them to help them make the progress? TERRY BURGOYNE: I am Terry trying to highlight in my remarks about our Burgoyne, with Osler, Hoskin & Harcourt. Prime Minister’s journey, is I don’t think JACK FRIEDMAN: Thank you very As Norie said, law firms are in the pro- we have a separation of view with our busi- much. What is a Canadian point of view fessional services business, and nothing ness leaders on wanting to advance women. on how law firms address this issue? motivates law firms more than what clients What we need to do is to give people more are interested in and in what clients are tools. Some of the piece that you’re talking PAUL BELANGER: I want to jump in doing. That can be both actively by ask- about is commonly referred to as “uncon- on that topic with two observations that ing, as some companies like TD do, about scious bias.” This might be going on in the come out of the things that Norie is saying. what their law firms are doing in the area way that you make decisions. We’re doing I want to emphasize the “tools” comment of diversity. But it can also come from law a lot of work to help people recognize that that you just made, because I think many firms observing their clients and how they everyone’s brain works on a set of biases. If organizations are fairly happily in the “after are behaving, what they are doing. That is school special” space of diversity and build- it didn’t, none of us could get through our very powerful. ing real pathways to success for people who day. The goal, really, is to figure out where come from different backgrounds, whether TD, in particular, has a very positive way of are those unconscious biases driving you to it’s gender or otherwise; the tools are crit- engaging with outside counsel on diversity as make decisions that you wish you weren’t ical. You can’t just stop at feeling, as you well as other matters, by treating us like part- making, and in those circumstances, how said earlier, that you have the right mindset ners. TD doesn’t just say, “We want you to do do you work to avoid that outcome? about it. this,” but rather “How can we work together to achieve this?” That, for a professional ser- If you take the reference I was making to this Another one is that when you build oppor- vices firm, is a very powerful dynamic. big feedback, I got up in front of our SVP+ tunities for people to do this, the feedback population so we could and this resonates. point struck a chord because the Blakes JACK FRIEDMAN: My understanding is Stepping Up program that Norie supports, that a few large corporations in the U.S. What can we do as we head into our year- we have obtained that feedback. Coming require law firms to keep track of the billing end process of giving feedback? Consider, out of that, we established an internal pro- hours for diverse lawyers. “What feedback matters to this role?” gram that we call “Preparing for Rain” for Rather than what intuitively comes in your our senior female associates. They get into I would like a few more comments from the mind when you think of that person, make a group together with people that provide Panelists, and then we’ll move on. it more prescriptive and then really push an interactive, forum discussion on these yourself as a leader to say, “Did I give sim- subjects. What you find is that in that envi- GODYNE SIBAY: I’m Godyne Sibay, the ilarly detailed feedback to actually improve ronment, you get a lot accomplished. People Regional Managing Partner for Ontario at someone’s performance against all of my feel free to be very candid and specific about McCarthy Tétrault LLP. We work a lot with team members?” the barriers they see or the relationships TD in the diversity area, and what’s very that they have in the workplace that are, in important about this is tone from the top. As we work on this more and we say there their view, getting in the way of their path to Norie and, formerly, Ed Clark, and now isn’t a silver bullet, it is a methodical pro- partnership in our circumstances. Providing Bharat Masrani — it’s all very important cess. What we owe our colleagues across the those four programs are pretty important for them that we as a firm have a com- bank from my Women in Leadership team things to do. mitment to diversity. At our law firm, our

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Project Management Office, in addition to the legal group. I spend a lot of time thinking about the impact of regulatory change on the banking industry.

Obviously, the financial services sector in the U.S. and in other countries has gone through probably the most change that has been experienced by any industry, and certainly ours.

As we try to make sure that the ingestion of this change continues to deliver the same sort of service that we want to our customers and what is the most important role for our team. We obviously want to do a very good job of meeting all of the regulatory expectations, because that’s quite an important element. But as we go through that, we former CEO, Marc-André Blanchard was The tone from the top is one thing that’s crit- also want the experience of our customers recognized in 2013 by Catalyst Canada as ical. But tone from the bottom is also critical. and their expectations to be met. a Catalyst Canada Honours Champion We, like most U.S. law firms, have entering and was appointed by Prime Minister classes that are approaching 50% women, Justin Trudeau to be the United Nations but the attrition rate is very, very high. By the Things like simplification of documenta- Ambassador for Canada. Diversity was an time you get to the sixth, seventh, eighth year tion, despite all of the complexity of the laws important priority for him, and for our cur- of classes, there are often very few women with which we work, is a huge piece that rent CEO, Dave Leonard — he’s here today left. One of the aspects of that is law firms we talk about a lot in our team. Then, to — diversity is a critical strategic priority. are not warm and fuzzy places. You start go back to the point that was made earlier: Under his leadership, women now com- from law school and are basically thrown as technology changes, the way that people prise 50% of our senior leadership team. into work, billing 3,000 hours a year. It can expect to interact with any service provider be a very lonely place. One of the most criti- changes, including a financial institution. It We are also the first Canadian law firm to cal things is mentoring. Finding people who is very difficult for lawmakers to keep up be a signatory to the Catalyst Accord in its will guide you and advance your career, coun- with that pace of change. You are trying to call to action for Canadian corporations to sel you, listen to your complaints. Your tone apply rules that were written one way that increase the overall proportion of FP500 from the top is important, but working from you expected business to be conducted, but board seats held by women to 25% by 2017. the bottom up is equally important, helping the way that your customers are hoping to I’m pleased to say that 36% of our board women find a place, a mentor or mentors, interact with you is changing all the time. members are women. people who will help them along in their careers, because that’s really what it takes to These are the sorts of issues that keep our Tone from the top really matters in an orga- survive and flourish at a large law firm. team fully employed! [LAUGHTER] For nization. We’ve been following the fantastic now and in the future! They are interesting, example of TD in this regard, promoting JACK FRIEDMAN: Thank you. There ongoing challenges to meet our business women internally at all levels, including into are a lot of important changes constantly in strategy as we deal with all the regulatory management ranks, which is a really pow- the financial industry. You had mentioned change and expectations. erful message for all lawyers throughout the innovation in use of technology. What are firm and for our clients and the community. some changes that are coming down the JACK FRIEDMAN: How does the legal pike in the next five years? department work with the business side of the Thank you. company to improve the image that lawyers NORIE CAMPBELL: What speaks to often say “no” regarding business matters? LEE MEYERSON: Lee Meyerson of my areas in the bank include Anti-Money Simpson Thacher. I’ll give a U.S. perspec- Laundering, Fraud and Financial Crimes, NORIE CAMPBELL: In many ways, tive which is actually more global; it’s really the Compliance Group, the Office of working in a regulated field like banking, not country-specific. Enterprise Dodd-Frank, and the Enterprise there is a big advantage to being the legal

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It seems to me that it is critical, especially want to create in order to be effective in using when it comes to regulatory management, regulatory management to advance your goals, for the culture of an organization to have rather than to get in the way of them? credible people credibly and effectively woven into the fabric of how decisions Rigidity is the enemy of an effective culture. are made. Your regulatory management People think of cultures as everyone marching becomes something that you do inherently, to the same drum or drinking the Kool-Aid. rather than something that comes along at It’s those kinds of cultures that aren’t going various stages in the process and stops you to get you to where you need to be. from going over a line. It is something that allows you to achieve your goals rather than In dealing with the complexity — and I’ll something that stops you from achieving say the diversity — of the environment that them — is all very important and it’s easy you face as a global bank, the critical thing to see that culture is important in that way. is to have people who have a flexible, open- minded approach to problem-solving, who What type of culture? What type of cul- are really good listeners, who work on the tural attributes would you need in order to have an effective regulatory management basis of relationships rather than events, approach in a global bank? There are clues and can then collaborate in order to trans- department. They fully appreciate that there to this in the nature of the environment. late shared goals and values into effective is a whole complicated rule set that their decisions and results and judgments in very business needs to follow, and the role that I don’t know that there’s a more complex different environments. Legal or Compliance or the Anti-Money environment available to a business than Laundering Team or others play in helping to be a global bank. You’ve got multiple We see, in Canada, a lot of non-Canadian them meet those rules is an absolute neces- business lines, and banking has — at least banks who come to Canada and chal- sity. I often hear the question that you’re in Western countries — been a place where lenge their Canadian cohort to follow the raising, but I just don’t think any of the you experience a fairly high degree of move- home culture rather than try to adapt to team can say it’s been experienced. ment of people between institutions. The a Canadian culture. Inevitably that causes result is that business lines invariably have problems. It’s those banks that have the JACK FRIEDMAN: I appreciate that. I a version of their own culture. To have a near-misses and the regulatory investiga- would like to have Paul Belanger of Blakes culture that is organization-wide is a real tions, because they’re used to doing things speak next. challenge for that reason. a particular way and aren’t as good at adapt- ing to the circumstances that they see. I’m PAUL BELANGER: Thank you, Jack. Then, of course, inherently, if you’re a sure that Canadian banks, from time to My remarks are going to serve to remind global bank, you’re in multiple countries. time, make that kind of mistake when they you of how great Norie’s speech was. Each of those countries is going to have go outside the country. But what we found [LAUGHTER] That will be my goal. their own cultural aspects to it. is that the banks that are the best listeners, have the most diversity in their perspective, What I’m here to talk to you about this Even above and beyond that, the regulatory are used to nuance and are used to collab- morning is a few thoughts on the role engagement that you have is going to be of culture in regulatory management in different in different countries, because the oration, do a better job of it. [APPLAUSE] a global bank. I’ll start by saying it’s not regulators in different countries have a very controversial at all. In fact, it’s probably the different stance. Dealing with the prudential JACK FRIEDMAN: Thank you. During opposite. It’s probably bordering on trendy regulator for banks in Canada, OSFI, is a the huge American recession which affected to say that culture is critical to the success completely different experience than dealing so much of the world in recent years, the of any significantly sized organization. The with U.S. banking regulators, for example — Canadian banks went through it with amaz- financial crisis, the problems that some of which is, again, a different experience from ing strength and success. America can learn the banks had where many types of failings dealing with U.K. banking regulators. from Canada regarding how to have better led to those — but in a close race for most results when the economy changes. important was culture, a failing of culture, To say that you’re going to have one culture along with a failing of risk management. that deals with all of this complexity is quite I’d like to have Lee Meyerson of Simpson The two are pretty closely related. challenging. What type of culture would you Thacher introduce his topic now.

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LEE MEYERSON: Let me preface this that have done something have done it as a by saying that at breakfast, the panel had top-down, prescriptive approach at a national a vigorous debate about whether to speak level. In Europe, the EC proposed a direc- standing or sitting. I’m going to represent tive back in 2012, to mandate a 40% women the sitting faction. [LAUGHTER] population on every board of a public company. That directive was never implemented, Then you can vote later as to which you and it was to be left to the member states prefer! [LAUGHTER] to figure out how to implement it and what penalties to impose if the quotas weren’t met. On a personal note, I have been working with TD Bank for a little more than 20 In the interim, other countries within years, since they did their first expansion Europe have actually adopted their own into the United States by buying a small rules. Italy, the Netherlands, and Belgium discount broker that was located on the sec- have about a 30% quota requirement. ond floor of a building on Wall Street. That France, Norway, and Spain have a 40%. was TD’s U.S. IPO, and since then — over Even India has a rule that requires every 20 years — TD has grown to be one of the public company to have at least one woman North American giants. They are not just board member. Japan set a goal at the the sixth largest by market cap, but in the national level — it is part of Prime Minister U.S. alone, TD is the twelfth-largest bank Abe’s reforms — of at least 30% women on by asset size. That is a pretty extraordinary every public company board. development when you think about how know what the law is, but you need to many foreign banks — Japanese, British, understand what the business people are The U.S., as you know, is a completely dif- French, and others — have actually with- thinking, and what forces are driving them, ferent environment. We have no national drawn from the U.S. over that period. TD and what pressures they have to deal with. corporate law, for all intents and purposes. has not only survived, but has flourished. Norie is an exemplary example of some- We have Sarbanes-Oxley, which is probably body who understands the business as well the one effort by Congress to legislate corpo- The even more remarkable thing is that as the legal issues, and that is so critical rate structure and behavior. Corporate law in in an era when every financial institution for a financial institution. For better or for the United States is a creature of 50 different seems to be swamped with scandals and worse, Norie is at the center of what’s prob- state legislatures; Delaware, of course, being lawsuits and headlines and eye-popping pen- ably the most regulated and, certainly in the the leading one. But there is no corporate alties, TD has had none — knock on wood. U.S., contentious industry that we have. In law, and there’s no state law initiative that retrospect, running a casino is probably a I’m aware of, to address gender parity or any- NORIE CAMPBELL: Don’t jinx us! lot easier and safer right now than running thing like that at the board level. [LAUGHTER] a large bank! [LAUGHTER] Any change in this area is really driven LEE MEYERSON: I could change the I put together some thoughts that build on primarily by private sector forces. One is topic completely! [LAUGHTER] what Norie was saying about diversity. In what is sometimes called in the U.S., “self- the U.S., board gender diversity is one of ordering,” which is investors pressuring That very much reflects a tone at the top. the front-burner issues. It’s something that a management to adopt goals or standards. The leadership has done an extraordinary number of institutional investors and some There’s a legal development in the U.S. that job of setting direction and morals for the of the organized investor councils have been some people speculate may intersect with institution. That includes both Norie and pressing. Mary Jo White, the chairperson of this, which is what we call “proxy access.” her predecessor as GC. I should mention, the SEC, has made it a personal issue. She’s This is institutional investors having the Norie did do a detour for a couple of years delivered some speeches and has instructed right to either propose bylaw changes or to the business side — to the dark side — her staff to do some rulemaking, which I’ll propose their own nominees for the board. working with Ed Clark, but she was able get to at the end. Some institutional investors, particularly to resist the draw of the dark side of the the public pension funds, have indicated Force and is now back in legal. That’s an I want to add, as background and context: that they may go that route if they don’t see invaluable experience, because to be a top this is a significant issue in many other parts more action in terms of gender equality at General Counsel, you need to not only of the world. A lot of the other countries the board level.

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The statistics in the U.S. on the direction board gender equality a personal issue that and pace of change are actually pretty inter- she’s spoken about a number of times. She’s esting. At this point in the U.S., of the sent her staff off to do rulemaking on the S&P 500 companies, 98% have at least one subject. The SEC, as most of you know, in woman on the board, and the average is the U.S. is principally a disclosure organiza- actually 20%. That number has been very tion. They don’t have substantive authority to gradually increasing over the past decade. order changes in corporate structure, except As you go to smaller companies, you tend in some limited areas where Congress gave to see slightly lower percentages of women it to them, like Sarbanes-Oxley in the defini- on boards. Down at the mid-cap, 84% have tion of “independence.” one woman; small caps, it’s 69%. These boards are not typically huge. A U.S. S&P In 2009, the SEC adopted a rule that said 500 board is about 11 directors, so clearly that every company, in its proxy statement, one factor affecting the rate of change is supposed to disclose if the nominating toward gender equality in the U.S. is the committee has a policy of considering investor-driven preference for small boards, diversity in selecting nominees. If it does coupled with the generally low rate of direc- have such a policy, they have to explain tor turnover on those boards. I would say whether or not it’s effective. Without the vast majority have one to two women. doing a scientific survey, we can all guess that every single U.S. public company There are a number of interesting anomalies has a sentence in their proxy statement There are two things I wanted to focus on. to these general statistics. There are a fairly that says, “We consider diversity, among The first is the role of regulators in Canada. significant — in fact, surprising — number other factors, in selecting nominees, and Unlike the SEC, our securities regulators of large U.S. companies that have four or we believe our policy is effective.” Mary Jo — although there are many of them, and more woman directors. Wells has seven. White has sent her staff off to come up with they’re spread across the country — do have Then you go down from there. There’s a something bigger and better. I don’t think more of a prescriptive role, and they delve clump of several dozen at four. TD, by the any of us know what exactly the staff will into the area of corporate governance more way, has 36% women on the board. That’s come out with, but it’s clearly a priority for than they do in the U.S. a nice chart in their proxy statement show- her. That, coupled with proxy access and ing that information. a general growing institutional investor In particular, there are a variety of rules that involvement in corporate governance, you need to comply with if you’re doing That’s where we are today. The GAO did means something is likely to happen in the M&A transactions. It’s not just a question a study in which they projected that at that near future. [APPLAUSE] of whether your lawyers think it’s a good rate, there would be forced gender equality idea; these are rules that you need to follow. in 2090. [LAUGHTER] JACK FRIEDMAN: Thank you. Karrin And — this is usually shocking to American Powys-Libbe of Torys will be our next speaker. lawyers — you can apply for relief from those Jack, when you’re holding a conference in rules if you can persuade the regulator that 2090, you can check to see if, in fact, that KARRIN POWYS-LYBBE: Thanks very it would not be contrary to the public inter- projection worked out! much, Jack. I’m a Canadian corporate est for you to be exempt. lawyer. I work out of our New York office JACK FRIEDMAN: I have a planning and I lead our office, but I continue to do The area I wanted to mention, because it is diary, and we’re getting close to 2090 for Canadian law. Most of the deals I work on quite different, is related-party transactions events planned. [LAUGHTER] have a Canadian and a U.S. component. I — or affiliate transactions, you would call thought I would spend my time talking about them in the U.S. We have a variety of rules LEE MEYERSON: Hopefully, please keep a couple of ways in which the landscape for that apply. Strikingly, you’re required to get me on the guest list for those! [LAUGHTER] public M&A in Canada is different than it a valuation of the affected securities by an is in the U.S. I also wanted to pick up on independent valuer. And, unless you can What are the next steps? I mentioned private what Norie said earlier: Canadians like to find an exemption, you need, as a matter of ordering by investors. That works best in an look at what happens in the U.S., take their law, to have minority approval, a majority environment of transparent disclosure. As I rules and then tinker with them and make of the minority, in addition to whatever the mentioned earlier, Mary Jo White has made them work in the Canadian context. corporate law would require.

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The advantage of the Canadian regime is, At the end of the process, they have a hear- going into it, you know what you need to ing at which stakeholders can appear and do. It’s not a question of hearing the advice state their objections. They rule on the fair- from your lawyers about what is risky or not ness of the transaction, after which you can risky. You just can’t do it. It’s not that litiga- close. It’s a flexible process that allows you to tion following from a transaction becomes do things that the corporate statute wouldn’t a cost of doing business; if you can’t comply strictly permit. It gives you an exemption with the rules, you just can’t proceed. from SEC registration, which is usually the best thing about it from a Canadian perspec- I find that quite liberating, actually, but it tive. But it is also quite difficult to litigate a definitely generates less litigation than in transaction after the fact if a court has already the U.S. ruled on it and determined that it was fair. It’s a quite different way of engaging with The regulators in Canada, in response to courts in public M&A. a transaction that they felt was pushing the limits even beyond what our rules require That’s it for me, Jack! [APPLAUSE] today, are talking about going one step further and prohibiting directors in consid- JACK FRIEDMAN: What is the similar- ering related-party transactions from putting ity or difference in the duties, whether it’s the transactions to shareholders unless the in an M&A context or other context, of board has either concluded that it is fair to directors and officers? the minority or is prepared to recommend it. There was a transaction a few years ago a demonstration that they aren’t being ade- KARRIN POWYS-LYBBE: I’m not a that was seen as ill-advised, and the board quately protective and they aren’t looking Delaware lawyer. The advice we give to decided not to get involved, essentially, in hard enough for alternatives. It will really boards is very similar in Canada and the thinking about the transaction and nego- change the landscape in Canada for take- U.S. The same considerations, and you’ve tiating it. They said to shareholders, “You over bids. It will be quite difficult to put an talked about some of them — duty of loyalty, decide; here it is. We’re giving you the facts, unsolicited bid on the table if you have to focusing on conflicts of interest — are very and you can vote for it or not vote for it.” wait for 105 days to see whether sharehold- important. We do have a different litigation The regulators in Canada are thinking ers are interested in tendering to it. landscape. Our boards in Canada are less about changing the rules to prohibit that focused on whether litigation will result going forward. Similarly to our rule for related-party trans- than they are focused on the substance of actions, the other requirement is now that the approvals that they’re making. There are Another area where we have deviated away you can only take up under a bid if a major- a lot of similarities. Because we don’t have from the U.S.: we have rules on takeover ity of the minority has tendered to the bid. as much case law, it is sometimes harder to bids that are much clearer and written There’s been lots of debate over the years be specific in addressing certain issues. In down compared to the U.S. regime for about whether an “any or all” bid is coer- the U.S., there’s lot of lore you can point to when something is a tender offer. We also cive. It is now not permitted in Canada, to give people very concrete guidance, but regulate issuer buybacks in the exact same so it’s a different playing field, and quite maybe you can talk about that. set of rules in Canada. Quite surprisingly, different than what you’ve seen in the U.S. even to Canadians who saw it coming, this LEE MEYERSON: Yes, that’s right. I have year, our takeover bid rules were changed Finally, I wanted to mention the courts. seen presentations to Canadian boards, and so that instead of the 35 days, which is very Courts are often very engaged in M&A in they looked very much like presentations to similar to your U.S. 20 business days, bids the U.S. after the fact. In Canada, it’s very U.S. boards, focusing on the same compo- in Canada need to be open for 105 days. typical to involve the courts in advance. We nents of fiduciary duties. There’s more of a The only exception to this is if the board do a lot of public M&A through a Plan statutory framework, as Karrin said, than in has decided that they are comfortable short- of Arrangement. This is a court-approved the U.S. There really are no merger process ening that. They can shorten it back down transaction where the court looks at your rules, per se here in the U.S.; we don’t have to 35, but the rules haven’t been in place materials, gives you their blessing for how any compulsory bid obligations, nothing like for very long. Our expectation is that that you’re going to communicate with sharehold- that. Much of what exists is developed by the will be rare, because boards will see that as ers and what votes you’ll get at the meeting. Delaware courts, really from one phrase in

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the corporate law that says that the directors I’d like to talk for a very few moments this have responsibility for managing the busi- morning about one of Norie’s mentors at ness of the corporation. The basic concepts TD, Ed Clark, and the role that he has are almost identical. I absolutely would never taken on, working with the current govern- pretend to practice Canadian law, but I prob- ment in Ontario. I thought that might be ably could wing it. [LAUGHTER] an interesting topic for this group for several reasons. JACK FRIEDMAN: What is the remedy that shareholders have? Do you have class First, it’s an illustration of the important actions if the shareholders are aggrieved? thought leadership that TD and its current and former leaders such as Norie — bring KARRIN POWYS-LYBBE: We do. This to our economic and political discourse. is just a little plug for Canada. What we do Norie’s remarks this morning on diversity have in Canada that you don’t have in the are another excellent example of that. U.S. is the Oppression Remedy, where not just shareholders, but other stakeholders who It’s also an interesting example of how believe that their interests have been unfairly Canadians, including Canadian businesses, disregarded, can sue. It isn’t very typical for interact with their governments and their oppression to come without a breach of fidu- regulators. Canadians generally have a dif- ciary duty. In the U.S., you get there the same ferent relationship with their governments way, through breach of fiduciary duty. than do our U.S. friends, and it can be important for U.S. businesses doing busi- JACK FRIEDMAN: Do you have class ness in Canada to understand that. rising government debt and a soft economy. action lawsuits in Canada? This is something that the U.S. sometimes Finally, for companies doing business in struggles with, as well. KARRIN POWYS-LYBBE: We do have Canada, and those investing in them, it may class actions, absolutely. provide some insight into policy directions In 2014, Premier Kathleen Wynne of that may be adopted in Ontario, which Ontario appointed Ed Clark as the chair JACK FRIEDMAN: Isn’t that relatively new? is Canada’s economic center and its most of her newly formed Business Advisory populated province. As I like to say, in Ed Council on Government Assets. At the KARRIN POWYS-LYBBE: It’s new, Clark, Ontario now has, in effect, a Chief time, Ed was about to retire after 12 years but litigation isn’t the primary Canadian Business Development Officer. Those of as Group President and Chief Executive response. It’s funny; I talked about the you who know Ed Clark, and know how Officer of TD. During that time, under his transaction that people thought demon- effective he is at getting things done, will leadership, TD had grown to become the strated a lack of fiduciary duty; that didn’t realize that this is likely to have some real second-largest Canadian bank by market result in litigation. It resulted in a discus- implications for business in Ontario. cap, and a top 10 North American bank. sion about more rule-making. We like rules It had also become a bright green shin- in Canada, and we like to follow them. It First a little bit of background. Canadians, ing beacon of the importance of diversity is a different way of responding to issues. in general, expect governments to play a as a smart business strategy, as well as the larger role in their lives — economic and right thing to do. Mentoring and advanc- JACK FRIEDMAN: Let’s have Terry otherwise — than do Americans. And many ing talented women, such as Norie, is an Burgoyne of Osler speak next. Canadians seem to welcome that. It is often important part of that. said that we get the governments that we TERRY BURGOYNE: Thank you. You deserve, and in our current government, Ed’s initial role as chair of the Council was can see how the breakfast debate over we have a self-acknowledged activist gov- to advise the government on how to extract standing versus sitting is panning out. ernment. Our current Premier believes in more money from its existing assets. The [LAUGHTER] the power of government to do big things. most dramatic outcome of that work was Big things require big funds. Making seri- the partial privatization of Hydro One, our Although Lee and Karrin are two very good ous investments in Ontario’s aging and publicly owned electricity distribution util- examples of, “You don’t have to stand up to outgrown transportation infrastructure, for ity, through the sale of shares to the public be upstanding.” [LAUGHTER] example, is a real challenge in the face of in what was the largest IPO in Canada in

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him as the Premier’s Business Advisor. contributing to a better economy and soci- In this new role, Ed is once again serving ety, and they continue to do that even in as a thought leader, a coach, and a prag- retirement. In Ed’s case, you have to put matic agitator to help Ontario shake off its quotation marks around that word, “retire- complacency and to build upon its many ment.” [LAUGHTER] strengths. Strengths such as our excellent public health and education systems, It reflects a welcome collaborative engage- our open and tolerant society, and our ment between Canadian business and world-competitive tax regime for business. government, and it’s something that businesses on both sides of the border should He has spoken a number of times about pay attention to, as it may presage regula- some of the initiatives that he feels that tory changes in Ontario that will open Ontario has to embrace in order to achieve up new business opportunities, such as these goals. He believes that Ontario needs to in healthcare as an example. Thank you. become a leader in smart manufacturing and [APPLAUSE] innovation — techniques that don’t depend upon cheap labor to be competitive. He JACK FRIEDMAN: Our next speaker is wants to help small business become more Godyne Sibay, who is the Managing Partner export-oriented so that they can achieve scale for the McCarthy law firm in Ontario. and not just sell out. He wants to reduce the past 15 years. That was accomplished unnecessary red tape for business by taking GODYNE SIBAY: Thank you, Jack. The notwithstanding that privatization of gov- an outcome-focused approach to regulation, year is 1984; I graduated from law school. ernment entities is not likely consistent with the goal of actually making government In Canada, a man named Trudeau is Prime with the political instincts of our current a competitive advantage for Ontario. Minister — Pierre Elliott Trudeau. Here, in government. This is a testament to the prag- the United States, for the first time in his- matic guidance of Ed and the Council. Fundamentally, he wants to shift the tory, a woman will be the nominee of a Ontario economy to one that is knowl- major political party for Vice President, and Then the Council also looked at the Liquor edge-based and focused on the export of a girl named Norie… is starting high school. Control Board of Ontario (or the “LCBO,” services, not goods; focused on competing as we all know it), which is Ontario’s in industries where people are paid more, That same year, economist Oliver Hart government-owned, quasi-monopoly dis- not less, such as advanced manufactur- will leave London for the United States, to tributor of beverage alcohol. The Council ing, health, universities, and consulting. lead research into ownership structures and recommended against an outright sale of As an example, he argues for opening up contractual arrangements, ultimately taking the LCBO in favor of other recommenda- Ontario’s excellent hospitals and linking up a role as a Professor of Economics at tions to improve its profitability, consumer them more closely with the private sector, Harvard University, where he teaches today. experience and competition. I had the very turning them into exporters of health ser- Dr. Hart’s scholarship will result in the interesting job of working with Ed and the vices. Finally, he thinks that we can do a first theoretical study of public-private part- Council as legal advisor, as he negotiated better job of capitalizing on Ontario’s huge nerships, a subject on which I will speak and implemented changes in that area. The innovation base in Ottawa, Toronto, and briefly, and which is a major part of my result, among other things, is that Ontarians the Kitchener-Waterloo region. Even if only own practice. will be able to buy beer and wine in grocery some of these initiatives are successful, the stores. Now, I know that that’s hardly Earth- result could have a fundamental impact on Dr. Hart’s research into public-private part- shattering to New Yorkers, but it’s probably the Ontario economy and that of Canada nerships, in part, grew out of his seminal the biggest change in government policy in as a whole. work, published in 1995, entitled “Firms, alcohol distribution in Ontario since the Contracts and Financial Structure.” And it end of Prohibition. As I said at the outset, this is all notewor- is in that year — 1995 — a woman named thy for several reasons. It’s a remarkable Norie… joined us at McCarthy Tétrault. With his work on the Council winding example of the thought leadership and pub- down, the Premier decided to double down lic spiritedness of TD and its leaders, and “Forty” is a number of particular importance, on Ed’s energy, enthusiasm, and engage- what they bring to their business. They’re because thanks to an astonishing intellect, ment. She created a new ongoing role for not only building the better bank; they are and tireless energy, before she reaches that

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age, an executive named Norie will achieve P3s frequently out-perform strictly public senior leadership levels within the bank and or private projects for being on time and go on to become its General Counsel. on-budget. And there is a lot of research to substantiate that in Canada. Moreover, TD Bank, McCarthy Tétrault, Public-Private in Canada, they’ve created almost 300,000 Partnerships, Harvard, Women making his- direct jobs, made a direct contribution of tory and Norie Campbell — I wasn’t sure $25.1 billion to the GDP, and resulted in how I was going to be able to weave that all cost-savings of approximately $10 billion. together, Jack. [LAUGHTER] These are tremendous numbers, when you JACK FRIEDMAN: You’ve done a very consider that Canada has one-tenth the nice job. population of the United States.

GODYNE SIBAY: Thank you. Quite apart from the numbers — the financial and legal complexities — P3s represent the Good morning. I’m Godyne Sibay, and very essence of what can be achieved when I’m a partner in the Real Property Projects we look beyond the standard model and & Infrastructure Group with McCarthy focus on innovation, results, and bringing Tétrault in our Toronto office. I’m also people from diverse walks of life… together. the firm’s Regional Managing Partner for Ontario, responsible for working with the And if you’ll forgive this clunky segue, Firm’s industry groups and key clients, work together to pursue projects as diverse this brings me back to Norie. For over 20 such as TD. My practice in recent years has as hospitals, bridges, roads, wastewater treat- years, partnership and results have been focused on the negotiation, financing and ment, and information technology. Here in the hallmark of her career. When I joined implementation of infrastructure projects New York City, there is the recent example McCarthy Tétrault in 1983 as an articling and public-private partnerships. This is a of LaGuardia Airport Terminal B Project student, I didn’t know what my career topic of great interest these days to the pri- (which our firm acted on). would bring. I hardly would have imag- vate and public sectors, and to governments ined being honoured with the position of facing limited financial resources and great Regional Managing Partner for Ontario, In Canada, over a 23-year period history, we structural need. where I have the pleasure to work with over have seen the completion of over 240 proj- 1,000 legal professionals, staff, and lawyers ects, worth in excess of $115 billion. By way And I’ve had the great pleasure of knowing to deliver legal services in countless sectors of illustration, Canada, with a population Norie Campbell for over 20 years. About the across Canada and around the world. Our slightly smaller than the state of California, time that Norie joined McCarthy Tétrault, Firm’s senior leadership team is now half- has deployed P3s to build over 91 hospitals Canada began in earnest to implement pol- women. It is a recognition of the leadership icies and projects known as public-private and healthcare facilities. We currently have that women are able to achieve in the legal partnerships, or P3s. One such project, 161 operational P3 projects, 57 under con- and business setting. begun in 1993 and completed in 1997, was a struction, and 22 at the procurement stage. 13km bridge — the Confederation Bridge — Our model successfully focuses on the use Norie Campbell and many women GCs, linking the province of Prince Edward Island of government procurement agencies, allow- have been able to succeed in their various to the mainland. That was a first in Canada. ing for a more streamlined and innovative organizations in different industries, and approach, with greater government account- at the same time, support women leader- While these projects have sometimes been ability and transparency. ship in the legal and business community. the subject of great debate — particularly Norie is a great example of “lean in.” In from public sector unions, for example — Projects typically range from 15 to 20 fact, her life screams it. It is what Norie today, they enjoy widespread approval. They months from the RFQ — the request for has been doing her whole career. In that attract considerable interest from the private qualifications — through to commercial and amazing career, Norie has gained a reputa- and financial sectors, and they allow govern- financial close. These projects accommo- tion for intelligence; hard work; humility; ments with ever-dwindling financial resources date a variety of deal structures from Build resilience; a willingness to listen; and the to meet their ever-increasing infrastructure Furnace up to design build finance and ability to make tough choices and take needs. Governments and the private sector maintain. But most importantly, they work. accountability for them.

Fall 2016 18 WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL

If anyone needs to ask what it is that Uniquely, in Canada, more than half of in‑house counsel women can bring to leadership, Norie is it. And her efforts go well beyond the confines are women, and according to the Association of Corporate of her work as part of the Senior Executive Counsel, that is not the case anywhere else in the world. Team at TD Bank, with her roles as General Counsel and leading the Legal Compliance, — Norie Campbell Anti-Money Laundering, Financial Crimes and Fraud Management, and Enterprise JACK FRIEDMAN: Thank you. I would I’ll just give an example. In May of 2007, a Project teams. like to go into the issue of what we can full year before the prices really peaked, the learn from Canadian banks and why they then-CFO of TD was speaking at a confer- At the Bank, she has not only mentored have been so successful. ence that I was at, and noted that they were women, but sponsored and inspired them alone among major North American banks through her work as chair of TD’s Women First, what can we learn from Canada’s in not having their structured finance busi- business-government relations? ness financed by short-term money because in Leadership Career Development. their assets were long-term assets. Short-term TERRY BURGOYNE: It’s a huge topic! funding, they thought, was a poor match. Even at TD, an organization renowned for [LAUGHTER] Now, that was one of the things that caused its commitment to promoting diversity and a number of non-Canadian banks to have inclusion, Norie stands out as a leader. At a very fundamental level, the United problems. They would rather not have a She has brought together members of the States is a country born of revolution, robust, structured finance business if it LGBTQ community, the legal and financial and Canada is a country born of peaceful meant it had to be financed in a way that community of Bay Street, and a celebrated evolution, away from British colonial rule. didn’t make sense. That comes from both award-winning Canadian author, and had The resonant phrase in your Declaration the principles-based nature of our regulation, a wide-ranging discussion of issues of diver- of Independence is, “Life, liberty, and the and also a cultural difference where Canadian sity and inclusion. pursuit of happiness.” The resonant phrase bank CEOs — and they’re not Boy Scouts, by in ours is, “Peace, order, and good govern- any stretch — but they’ve always seen them- Her efforts also go to benefit the commu- ment.” [LAUGHTER] selves as having an element of stewardship to nity itself. She has labored tirelessly for the what they were doing as CEO. There was a United Way, helping to provide funding That may tell you something about our cur- view that you were going to one day be hand- for communities of need across the city. rent relationship with government in Canada. ing it off to the next one. You didn’t always She’s hosted law firm outreach in support see that in other organizations. of Women Gaining Ground, a United Way JACK FRIEDMAN: Thank you. Tell us organization that empowers women through about the experience of the Canadian finan- NORIE CAMPBELL: I would like to pick education and employment. She has worked cial industry in the last ten years, and why up on the point Paul is making. Lee referred closely with Homeward Bound, a program that experience was so radically different than to that in the middle of my time at TD, I did the experience here in the United States. that aims to break the cycle of poverty for 18 months where I was Special Assistant to our CEO, who Terry talked about — women and their children living in shelters. PAUL BELANGER: Let me start with just a Ed Clark — and at the time, our current couple of observations about what it was like CEO, Bharat Masrani, was our Chief Risk There are so many more examples of what then. Some of them aren’t replicable. Canada Officer. That is when we made the decision Norie has accomplished. I could say that is a small country, and it has, as a result, a to exit the structured products business that she is a role model for women. That she is market structure where there are a handful of Paul is referring to. a role model for lawyers and a role model large banks, and it is only a handful. You can for business leaders. But I think it is more talk to everyone who matters pretty quickly All the Canadians have communicated to accurate simply to say that Norie is a role if you’re a regulator. The things that are Jack our discomfort in this topic of trying model. Period. replicable are a couple. The first one is that to compare the Canadian experience to the we were always, in our prudential regulation, U.S. experience. There are a lot of differences, Norie, our former colleague, our client, my very principles-based as opposed to having including the ones that Paul has indicated friend — thank you. Congratulations on prescriptive rules. That required institutions about industry composition and things that receiving this auspicious recognition from to develop, at the time, relatively sophisticated assisted the Canadian banks, along with our the Directors Roundtable. [APPLAUSE] approaches to risk management. very good stewardship from our regulators.

Fall 2016 19 WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL

But the structured products story, which we’ve PAUL BELANGER: That’s right. No per- talked about at the bank a lot, bears repeating, sonal liability. You certainly are granting because it is a good way to keep reminding security over your house, but if you were to ourselves how decisions that we make do just leave the keys and there was a shortfall impact the trajectory of the bank. in the value, you are personally on the hook, and so looking at a bankruptcy or worse. As Ed’s Special Assistant I went to every meeting that he went to, as development We have, for many years, had a minimum assignment, and you could see the world down payment requirement that was wired as the CEO saw it. I literally spent 1,000 into the law, and the only exceptions for hours with Ed and the Chief Risk Officer that were for mortgages that were mort- and folks from the risk team, working their gage-insured. Our mortgage insurers have way through the book of structured prod- very rigorous capital requirements. ucts that we had within our business. The way that our wholesale business had grown JACK FRIEDMAN: What was the per- up was a very significant component of centage that was required? the earnings. I was in those meetings with our former CEO and our current CEO, PAUL BELANGER: It’s evolved over time. and they had the humility to say, “I don’t It had been 75% loan-to-value for a long understand this. I don’t understand how we time. If you got mortgage-insured, you could make money or what the long-tail risk is on go beyond that. Again, those numbers have some of these products. I don’t want to be through an extended briefing about how evolved over time, but you’ve got the com- in this business.” We exited that business. the structured products book worked, and panies — one of them is government-owned We took several hundred million dollars’ derivatives and trading strategies. He said, and the others are private-sector — that are worth of write-downs. It was a very poorly “I have a Ph.D. in Economics and I have doing the mortgage insurance have very received market decision. We set the trajec- no idea what you’re talking about, and if strict capital requirements, and very strict tory of the earnings of our wholesale bank I don’t know what you’re talking about, I underwriting requirements. back considerably. But the outcome of that don’t want to be in this business.” decision, as we entered the financial crisis, If we are going to have a problem, we’re going was very significant. Had we still had those Assuming that’s even partially true, that to find out about it sometime in the next two positions, we would have found ourselves in kind of ability to push back on accepted years, but it doesn’t seem that we will so far. a very difficult experience. That would have wisdom is remarkable — because at the time had a very big impact on what was our core everybody else assumed that that was one JACK FRIEDMAN: What is the impact mission, which was to serve our customers. of the places banks could still make money of lower energy prices on Canadian banks? and why kill the goose when it’s laying the The leadership of the bank, including the golden eggs. It takes real strength of char- NORIE CAMPBELL: We’re clearly a leadership of the wholesale bank, reset acter to be able to say, “I don’t understand resource-based economy in Canada. Our the strategy for our wholesale operation this and I’m not going to run a bank with resource prices are relevant both to how to say, “Look, we want to do business for these kinds of risks going on, even if right our own corporate loans might form, and our clients that furthers our clients’ goals.” now, it seems to be making money.” also to how economies that are driven by That’s really the defining position of what those resource-based businesses perform. our wholesale bank does. If Ed and Bharat JACK FRIEDMAN: How is the mortgage Of course, oil and gas is quite an import- were here, they would also say, “Sometimes market in Canada organized? ant piece of the Canadian economy. Most you get good luck.” That really matters, but of the disclosures that have been given by there are decisions that the leadership can PAUL BELANGER: Why don’t I start? the industry have shown that the experi- make that go to knowing what you stand for Very few mortgages in Canada are walk- ence with the oil prices as it has played out and making the hard calls in the moment. away mortgages. through the cycle is not a significant problem for the Canadian banks. LEE MEYERSON: Yes, the version I JACK FRIEDMAN: “Walk-away” — it’s heard of that story, which is probably com- not a term we use — what is that? No per- JACK FRIEDMAN: Turning to the audi- pletely apocryphal, is that Ed Clark did sit sonal liability? ence, who would like to ask a question?

Fall 2016 20 WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL

[AUDIENCE MEMBER:] I have a ques- I must abashedly share a bit of a Canadian secret: we do tion about the rating agency in Canada. How does that affect a financial institution? often piggyback great American ideas, although we do try to They take a very different approach com- change them just to capture our own uniqueness. pared to the U.S. rating agency. — Norie Campbell NORIE CAMPBELL: I’m happy to start in; others can join in. We consider ratings We also — and this is quite an important within an organization. When you look across a number of rating agencies, and they piece — have always had our customer sat- around TD, you see who does well, and are relevant to all of our investors. A differ- isfaction survey be a key element in how these are people who have, as Lee put it, ence between one rating agency’s view and every person at the bank is compensated. real strength of character. another is important to us to understand. We have a very rigorous way to get feedback It’s another person’s or group of people’s from our customers on how we are serving JACK FRIEDMAN: I would like to finish view of your business, which is always a use- them. You’ll forgive me because I don’t have with one more question that is my favorite. ful thing to make sure you’re thinking about the numbers exactly, but say 1,000 people In the five minutes a month that you have using. They sit in a unique spot to tell you are phoned every day on how their experi- free, what do you like to do? things that you should know about your ence has been. A direct link to how every company, but what we really need to do is person in my role and every role across the NORIE CAMPBELL: I am the very proud perform across all rating agencies to meet bank is compensated is how our customers mum of two boys. They are nine and six. the needs of our investors. It’s not been feel about the service we’re providing. What I work on in my free time is honing something that I’ve thought particularly my Lego-building skills. [LAUGHTER] about, the point that you make. There’s lots of very interesting thought going on regarding incentive compensation. You know, I’m actually very good, Jack. Maybe On incentives, it’s obviously a very import- We’re trying to stay with it. These notions the next time we’re here, I could give a demo ant topic and receiving a lot of scrutiny. At of “let’s make sure that we’re playing for the for that. As many working mums find, my the executive compensation level, we’ve had long-term, and thinking about customer sat- free time is really devoted to my kids. in Canada — I’m sorry that I can’t totally isfaction” as a key component of how people contrast that with the U.S. experience — the are paid, have been an important part. JACK FRIEDMAN: Thank you, Norie, need to get quite a lot of disclosure to our for sharing your wisdom. shareholders on our performance. We do Then we have a whole series — as I know other that both for regulatory purposes and to companies do, too — of ways of looking at any NORIE CAMPBELL: Thank you very meet the expectations of the major share- risk decisions that people make, and how that much. [APPLAUSE] holders that hold an interest in the bank. might contribute to how they’re paid. We’ve had quite an active shareholder base interested in how executive compensation is PAUL BELANGER: I’ll just throw in one set, and so our disclosure tries very hard to thing, as well, that is a more subtle valua- tell the story, that when we compensate peo- tion that goes on within the organization, ple, we compensate within a band. If you’ll and is indicative of TD’s culture, which excuse this sports analogy, which I’m not is that probably the biggest single incentive super-good at using, people are not swing- that people see, other than their own coming for the fences. pensation package, is who gets promoted

Fall 2016 21 WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL

Paul is Group Leader of Blakes Financial Select Experience Services Practice. His practice encompasses • Canadian Tire Corporation on its agree- all aspects of the regulation business and ment with Scotiabank regarding a strategic affairs of fi nancial institutions, including partnership that will see Scotiabank acquire banks, insurance companies, and other a 20% equity interest in Canadian Tire’s regulated and unregulated providers of fi nancial services business for C$500 fi nancial services. Paul advises on gov- million in cash ernance, enterprise risk management, business and ownership structures, prod- Awards & Recognition uct development, permitted investments, Paul is recognized as a leading lawyer in the capital, related-party transactions, licensing, following publications: Paul Belanger product development and distribution mat- Group Leader for Blakes’ ters, and all regulatory issues. • Chambers Global: The World’s Leading Financial Services Practice Lawyers for Business 2017 (Ranked in Paul advises on acquisitions, pension Band 1 in Banking & Finance: Financial derisking transactions, divestitures, reor- Services). Sources say: “He is one a very ganizations and joint ventures involving high-quality individual who is very knowl- fi nancial service providers, and advises edgeable about the regulatory aspects of fi nancial services providers on inter-com- banking and insurance services.” pany agreements, cross-border supervision • IFLR1000: The Guide to the World’s and delivery of services, outsourcing agree- Leading Financial Law Firms – 2017 Edition ments, and referral arrangements. (Banking and Finance, and Regulatory) Paul spent 18 months in 1991/92 seconded • The Best Lawyers in Canada 2017: to the Financial Institutions Division Banking and Finance Law of the federal government’s Department of • The Legal 500 Canada 2016 (Recom- Finance, where he was engaged in the devel- mended Banking and Finance) opment and implementation of Canadian • and many others. fi nancial-sector policy.

Blake, Cassels & Graydon LLP Canadian Law Firm Index 2016. This is the Serving a diverse national and inter- second time we have received this recogni- national client base, our integrated network tion. Blakes was also named Canada Law of 11 offi ces worldwide provides clients Firm of the Year for the eighth consecu- with access to the Firm’s full spectrum of tive year in the Who’s Who Legal Awards capabilities in virtually every area of busi- As one of Canada’s top business law fi rms, 2016 and the top-ranked Canadian fi rm ness law. Whether an issue is local or Blake, Cassels & Graydon LLP (Blakes) in Chambers Global: The World’s Leading multi-jurisdictional, practice-area specifi c provides exceptional legal services to leading Lawyers for Business 2016. In 2015, we or interdisciplinary, Blakes handles trans- businesses in Canada and around the world. were named one of Canada’s Best Diversity actions of all sizes and levels of complexity. Employers by Mediacorp Canada Inc. for the We focus on building long-term relation- fi fth time, and selected as one of the most Blakes also enthusiastically invests in the ships with clients. We do this by staying innovative law fi rms in the BTI Brand Elite. communities where we live and work — true to our Guiding Principles and pro- from pro bono work to supporting diversity, viding unparalleled client service and the Many of our lawyers are also recognized as women’s initiatives and the environment. highest standard of legal advice, always leaders in their respective fi elds, evidenced informed by the business context. by the fact that they are continually rec- Since our founding in 1856, we’ve been on ommended in The Canadian Legal Lexpert a constant quest to defi ne best practices in Thanks to our clients, Blakes was ranked as Directory, Canada’s leading guide to lawyers, professional services by delivering leading having the leading law fi rm brand in Acritas’ in almost every category of law. legal solutions to our clients worldwide.

Fall 2016 22 WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL

Godyne Sibay is McCarthy Tétrault’s one of Canada’s Most Powerful Women by Regional Managing Partner for Ontario the Women’s Executive Network (WXN), which and is a partner in the fi rm’s Real Property, recognized the highest achieving women Project Development and Infrastructure in private, public, and not-for-profi t work, Group in Toronto, the fi rm’s largest offi ce. and is now a member of the WXN Board. Godyne’s responsibilities include activities Additionally, Godyne was previously featured relating to regional market growth; the pro- by Lexpert magazine and the National Post as motion of morale, culture, and brand; and one of 15 up-and-coming women lawyers in administrative and fi nancial management. Canada, and was named from 2014-2016 Specifi cally, she acts as a spokesperson for as an Urban Land Institute (ULI) Women’s the fi rm, develops and executes the fi rm’s Leadership Champion. She is also a member Godyne Sibay regional business plan, and works with of the International Women’s Forum. Managing Partner, the fi rm’s leadership and partners to grow Ontario Region regional market share and profi tability, A passionate community leader, Godyne is conduct client satisfaction interviews, and a founding member of the Toronto chapter recruit at the partner level. of Women in Infrastructure and sits on its Steering Committee. She is a former Co-chair In Godyne’s law practice, she brings exten- of the ULI’s Women’s Leadership Initiative in sive experience in project development, Toronto and sits on its Steering Committee. public-private partnerships, public procure- She was also the 2013 and 2014 Co-chair of ment and real estate, including acquisition, the United Way’s Women Gaining Ground disposition, leasing, and construction matters. Initiative and a member of the Campaign In addition to being widely recognized for Cabinet. She is on the Advisory Board to her legal expertise by leading legal publica- LEAP: The Centre for Social Impact. She is tions, including Chambers Global, Chambers on the Ryerson Real Estate Advisory Council Canada and the Canadian Legal Lexpert and the Council of Advisors to the President, Directory, Godyne was selected in 2011 as Wilfrid Laurier University.

McCarthy Tétrault LLP Tétrault delivers integrated services in busi- approach includes project management, ness law, litigation, tax, real estate, and alternative fee and creative staffi ng arrange- labour and employment law. Our lawyers ments, and process re-engineering. McCarthy Tétrault provides a broad range of work seamlessly across practice groups legal services, advising on large and complex and regions, representing major Canadian For the fourth consecutive year, McCarthy assignments for Canadian and international enterprises and international clients. Tétrault has been named one of Canada’s interests. Built on a unique model of collab- Top 100 Employers and one of Canada’s oration, innovation, and effi ciency, the fi rm From its earliest days, McCarthy Tétrault pio- Best Diversity Employers by Mediacorp provides unequalled legal talent, industry neered advances in the practice of law and Canada. Our fi rm is consistently recog- knowledge, and practice experience, and law fi rm management, to adapt to changing nized as a leading fi rm in all critical areas delivers customised legal services to help cli- client needs. Following this tradition of legal of law. This includes the recent recogni- ents achieve the results that are important to service innovation, McCarthy Tétrault is tion from Chambers Canada: in total, 111 them. We strive to be a trusted advisor to our leading the charge among Canadian fi rms of our lawyers were recognized 133 times clients. We make things happen for them — to rethink and restructure the way it deliv- across 47 areas of research. Additionally, consistently achieving better results through ers legal services, building upon the fi rm’s 16 of our areas of practice received Band 1 a better experience. promise to clients of better results — and a recognition, the highest ranking denoted by better experience. McCarthy Tétrault pro- Chambers in its research. Overall, our fi rm With offi ces in Canada’s major commercial vides solutions to achieve the value a client has more lawyers and practice areas ranked centres and in London, U.K., McCarthy needs through custom solutions. The fi rm’s than any other fi rm in Canada.

Fall 2016 23 WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL

Terry advises leading Canadian and inter- one of the largest insurance companies in national companies in executing complex, the world, and Standard Life Canada, the multi-jurisdictional transactions. He has country’s fi fth-largest insurer. over 35 years of business law experience, principally in private M&A, joint ventures Acknowledgements and strategic alliances, cross-border trans- • Chambers Canada: The World’s Leading actions and professional services businesses. Business Lawyers, 2016-2017, Recognized For six years, Terry served as Managing in the area of Corporate/Commercial Partner of the fi rm, with responsibility for (Ontario). business strategy and client relationship “...knows the private M&A space bet- management, and as a member of the fi rm’s ter than anyone else in Canada.” Terry Burgoyne Executive Committee. He also practised Partner with the fi rm’s offi ce in London, England. “A fantastic lawyer who has a real presence about him. He’s a steady hand Recent Matters and a calming infl uence.” • Torstar Corporation in its $200 million • The Best Lawyers in Canada, 2006–2017, acquisition of an interest in VerticalScope recognized in the area of Corporate Law. Holdings Inc. • The Best Lawyers in Canada, 2008–2017, • Counsel to the Premier’s Council on recognized in the area of Mergers & Government Assets of Ontario, relating Acquisitions Law. to the retailing and distribution of beer • The Canadian Legal Lexpert Directory, in Ontario. 2014–2016, Corporate Commercial Law • Counsel to Manulife Financial Corpora- and Mergers & Acquisitions. tion in its $4-billion acquisition of the Canadian-based operations of Standard Life plc. The deal combined Manulife,

Osler, Hoskin & Proactive, pragmatic, experienced, innova- We ensure that we’re doing the right things Harcourt LLP tive, and collaborative, our team of over 400 to remain the fi rm of choice for the best lawyers is driven by the specifi c needs of our and brightest law students in Canada, our clients. At Osler, we do everything it takes industry’s future leaders who clients will to maintain our position as one of Canada’s seek out. We donate millions of dollars and leading business law fi rms, meeting and thousands of hours to advancing legal edu- exceeding the expectations of our clients, cation in Canada. Osler is a leader in Canadian business law lawyers, students, staff, and communities. with a singular focus — your business. With And we stick to the same high standards of an integrated network of offi ces in Toronto, We go the extra mile to achieve the best pos- recruiting, training and retaining our law- Montréal, Calgary, Ottawa, Vancouver, sible outcome for our clients in every matter yers, as we do with our management and and New York, we have an undisputed we handle. We invest in our long-term rela- administrative staff, because leading lawyers reputation for solving problems, removing tionships, with a focus on understanding need top-fl ight support and resources. obstacles, and providing the answers you our clients’ businesses, including their need, when you need them. changing goals, strategies, and challenges. Our lawyers, students and staff engage fully We work hard to stay at the forefront of and often in helping our communities Osler is recognized for the breadth and depth emerging legal issues and developments become better places to live and work for of its practice in business law and is consis- that impact our clients’ businesses — and we everyone, because we think that’s an import- tently ranked as one of Canada’s top fi rms. work even harder to keep them informed. ant responsibility as a leading organization.

Fall 2016 24 WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL

Lee Meyerson is head of the Firm’s • Carlyle in its acquisition of the TCW Financial Institutions Practice and former Group ($130 billion AUM asset manage- head of its M&A practice. For more than ment fi rm), and Blackstone and Corsair in 35 years, he has counseled the world’s elite their acquisition of First Eagle Investment fi nancial and investment fi rms on a broad Management ($90 billion AUM) range of transactions and compliance mat- • U.S. Treasury in structuring its $250 ters, including some of the largest and most billion program for purchasing equity in complex mergers in the fi nancial services U.S. fi nancial institutions under TARP industry. Described by Chambers as, “One (for which Lee and his team received the of the nation’s preeminent fi nancial ser- 2009 “Innovative Lawyers Award” from vices M&A lawyers,” he is also lauded by Financial Times) Lee Meyerson Chambers for his “terrifi c judgment about Partner & Head of regulatory questions” and for being “very • JPMorgan in its $58 billion merger with Financial Institutions Practice business and strategy-oriented.” Lee’s prac- Bank One Corporation and the $3.5 tice also includes a broad range of capital billion sale of its global physical com- markets transactions, including IPOs, debt, modities business equity, and hybrid capital securities offerings. Education Work Highlights • New York University School of Law, • TD Bank in more than $30 billion of 1981 J.D. U.S. acquisitions of banks, securities bro- New York University Law Review, Editor kers, asset managers, and other fi nancial • Duke University, 1977 A.B., services businesses magna cum laude • KeyCorp in its $4.1 billion acquisition of First Niagara Financial Group, Inc.

Simpson Thacher & Our teams start with a deep understanding to high-tech startups — come to Simpson of our clients’ business objectives. We share Thacher for trusted counsel. Bartlett LLP knowledge across practices and regions. We help our clients not only mitigate risk, but Services also discover opportunity. And each success From 11 offi ces, across 22 major practice Simpson Thacher is one of the world’s begins with the same simple question...How areas and almost every industry sector, we most respected law fi rms. But for us, this can we help you? bring the collective expertise of the entire has never simply been a matter of size or Firm to bear on the business challenges fac- rankings. It’s the direct result of our com- People ing each one of our clients. mitment to one founding principle. Simpson Thacher is home to more than 900 lawyers, many of whom have spent Recognition Our success is driven by that of our clients. their entire careers here, collaborating on We consistently rank among the world’s Since 1884, many of the world’s largest behalf of our clients. leading law fi rms in a wide variety of pub- organizations have turned to us for smart lications — including Chambers, Bloomberg, solutions to critical commercial challenges. Clients Thomson Reuters, The Legal 500, IFLR and Today, more than 900 lawyers in 11 global Many of the world’s leading and most American Lawyer. offi ces put the collective experience of the innovative companies — from fi nance Firm to work for every client we serve. to philanthropy and from Fortune 500

Fall 2016 25 WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL

Karrin Powys-Lybbe’s practice focuses • Ontario Teachers’ Pension Plan in its on corporate and securities law, with an A$620 million (C$657 million) acqui- emphasis on corporate fi nance, merg- sition of a 70% interest in Nextgen ers and acquisitions, and related-party Networks, Metronode, and Infoplex from transactions for companies in a variety of Leighton Holdings Limited (now CIMIC industries. Karrin has represented both Group Limited) issuers and investment banks in a variety of public offerings for debt and equity. She Recognition does ongoing corporate and securities work • Best Lawyers’ Best Lawyers in Canada for a number of clients, including compa- — Leading lawyer in corporate law (2006– nies in the Brookfi eld group. Karrin has 2017) and project fi nance law (2011) Karrin Powys-Lybbe been involved in approximately 60 debt and • Named a BTI Client Service All-Star by Managing Partner, equity offerings for the Brookfi eld group BTI Consulting Group’s annual worldwide New York Offi ce of companies, totalling over C$19 billion. survey of leading corporate counsel. BTI Karrin is a member of Torys’ Executive Client Service All-Stars are identifi ed solely Committee and the managing partner of and exclusively by corporate counsel (2016). Torys’ New York offi ce. • Legal Media Group/Euromoney’s IFLR1000 Representative Work The Guide to the World’s Leading Financial • Brookfi eld Asset Management in the Law Firms — Leading lawyer in capital mar- spinoff of its business services and kets (2008–2016) industrial operations to create Brookfi eld • Chambers & Partners’ Chambers Global: Business Partners L.P. World’s Leading Lawyers for Business, The • Brookfi eld Infrastructure in its US$950 mil- Client’s Guide — Leading lawyer in cor- lion equity offering, including a US$600 porate/M&A (2014–2015) and up and million public offering of limited partnership coming lawyer in corporate/M&A (2013) units and US$350 million private placement • Law Business Research’s Who’s Who of units in its holding limited partnership to Legal: Canada — Leading lawyer in capital Brookfi eld Asset Management and certain markets (2014–2015) other related entities

Torys LLP There are many aspects of Torys, and fi rst Also in 2015 we opened the Torys Legal among them is the work and spirit of our Services Centre (LSC) in Halifax. The LSC people. They are our greatest strength. The represents an important advance in our fi rm’s reputation for client service and for commitment to look after our clients and Torys LLP is a respected international busi- relationships that span generations has respond to their needs. As we continue to ness law fi rm with a reputation for quality, grown over the years in large part from a build a team of the highest quality, we look innovation, and teamwork. Our experience, focus on our people. Our new, fi rst-of-its- forward to the innovations and effi ciencies our collaborative practice style, and the kind business program for associates with that will naturally fl ow from the LSC to the insight and imagination we bring to our The Rotman School of Management is one benefi t of our clients. work have made us our clients’ choice for example of that evolving focus. their largest and most complex transactions We look forward to an active year of business as well as for general matters in which stra- Our culture and relationship-driven val- ahead. Whether you are a client, potential tegic advice is key. ues extend across our offi ces: in 2015 we client, member of the fi rm or an alumnus, celebrated the second and fourth anniver- we are truly grateful for your support! We believe that clients should respect, trust, saries of our Montréal and Calgary offi ces, and like their legal counsel. Our clients respectively. Our colleagues in these offi ces tend to be deeply loyal, enjoying in return integrated so quickly and wonderfully into Torys’ exceptional loyalty and value, and the fi rm that it feels that they’ve been a part enduring professional and personal bonds. of us forever.

Fall 2016 26