[LINK LLP connected to Harcourt Keeping alumni Osler, Hoskin & Osler, and other friends Osler SPRING/SUMMER 2003 We’re also proud to be able to profile, as alumni, an also proud to be able to profile, We’re are continu- illustrious group of judges, all of whom vital contributions to the justice such ing to make with former Supreme system in Canada. Together Saunders and Edward Cory, Court Justice Peter James Southey (both of whom served on ’s lead with Peter, Superior Court and now, of Justice The Osler ADR Centre), this special coterie of alum- ni chose mid-career moves perhaps less lucrative than others open to them because all felt they could more of a difference on the bench. make Also in this issue, read about long-time contributor Rickey’s recognition by the United Way, Wendy initiative. and our latest, innovative marketing Have a great summer. WATCH FOR YOUR COPY OF OSLER’S FOR YOUR WATCH WENDY RICKEY’S QUARTER-CENTURY RICKEY’S QUARTER-CENTURY WENDY OF CONTRIBUTIONS 2003: RAISING NORTHSOUTH THE BAR ONE MORE TIME JUDGING THE JUDICIAL LIFE JUDGING THE 7 8 4 p. p. p. : in-house counsel, the bench and politics U.S. ALUMNI: 8 FOR DETAILS. 2003 CD. SEE PAGE NORTHSOUTH MORE NEWS FOR AND ABOUT MORE NEWS FOR OSLER ALUMNI It was pure serendipity that we found ourselves choices featuring three of the top alternate career of for private-practice lawyers in this issue OslerLink McKenna, Frank (even if our profiled politician, is a former one who has come back to practice). to think this line-up of alumni profiles like We shows just how rich the opportunities are for with a firm that “provides lawyers who have worked a platform of excellence where people have the opportunity to do things in an excep- to learn how the words of featured in tionally capable way,” now Executive Vice alumnae Debbie Alexander, and General Counsel with Scotiabank. President 2.) (See Page WHAT’S INSIDE >> INSIDE WHAT’S DEBORAH ALEXANDER GETS DEBORAH ALEXANDER THE JOB DONE ON POLITICS, FRANK MCKENNA: AND GOVERNANCE CORPORATE LIBERATION LEARNING AS 2 3 p. p. WHERE DEBORAH ALEXANDER GETS THE JOB DONE THEY ARE NOW After a 25-year career at Osler, where she left “a strong legacy” in building the > firm’s corporate finance expertise, Scotiabank’s new General Counsel gets an early opportunity to show her stuff.

Talk about hitting the ground running. David Allgood, Executive Vice President and General When Deborah Alexander joined Bank of Nova Counsel with Royal Bank Financial Group and a Scotia as Executive Vice President, General Counsel former Osler colleague. and Secretary in June 2002, her new employer was “Plus, someone that transaction-hardened has the involved in a tense stand-off with the government of experience and confidence to be firm and I can’t Argentina, during the economic chaos that followed help but imagine that quality would have come in the country’s abandoning of its decade-long policy handy in those circumstances,” he adds with a of pegging the peso to the U.S. dollar in December chuckle. (The firmness could be another way of 2001, and the dramatic devaluation of the peso describing what Purdy Crawford calls Debbie’s that followed. “hard-nosed intelligence” or “her ability to get in Two months earlier, in April 2002, the government there and get the job done.”) had suspended most of the operations of the bank’s At any rate, that expertise was also one of the quali- subsidiary, Scotiabank Quilmes, as part of a shut- fications that put her among Canada’s “Top 25” down of the nation’s entire banking system. It was general counsel, according to Lexpert magazine’s insisting that foreign-owned banks make significant April 2003 issue, less than a year after she took on new cash infusions to restore the liquidity drained Scotiabank’s top legal job. Winners of those spots off by the devaluation. were selected based on three criteria: legal/business “I was always Scotiabank refused to play, insisting it would not put judgment skills, participation as a lead player in encouraged to new money into Argentina unless “there are clear major corporate transactions and participation on strive for the rules in place that give confidence that the systemic the corporate executive team. (Lexpert’s Top 25 next rung.” economic crisis can be turned around,” according to were also featured in the April 30, 2003 issue of the National Post.) – Deborah Alexander a May 23, 2002 news release. When it began to appear those rules would not be forthcoming, the Earned Client Confidence bank decided its only option was to exit the trou- Debbie credits both the depth and diversity offered bled country. by her 25-year career at Osler and the confidence Challenge as Opportunity placed in her by some key mentors for the unparal- Helping to resolve this situation was the first major leled experience she was able to accumulate in challenge Debbie encountered in her new role. working on major corporate transactions. As a stu- Nearly a year later, after assisting in a relatively dent and a young associate, working with the likes orderly sale of Scotiabank Quilmes to two Argentine of Purdy Crawford and Brian Levitt, “I was always banks, she reflects that it was a timely opportunity encouraged to strive for the next rung.” Later, the for her as a new executive, despite being such a dif- trust extended by clients such as Gordon Eberts of ficult problem for the bank. “It helped me get to Gordon Capital Corp. (the firm was widely acknowl- know Scotiabank’s senior people very quickly … edged as the originator of “bought deals” in Canada) and show them how I could contribute.” added to her reputation in orchestrating some of the country’s largest and most complex transactions. When asked about the nature of that contribution, she mentions helping Rick Waugh (then Vice She also remembers with some fondness working Chair of International Banking, who was named through the regulatory maze on the Canadian end of Scotiabank President this January) to ensure that a few of the early British privatizations with David most of the Argentine subsidiary’s employees kept Drinkwater and the late-1990s merger proposal their jobs through the sale, in a country where between Royal Bank and Bank of Montreal with unemployment had topped 23% since the currency Christopher Portner – just some of the intellectually devaluation. “I was very proud to be part of the demanding, high-level experiences that stand her in team that did that.” such good stead in her current role. According to Debbie’s former colleagues at Osler, “Debbie left such a strong legacy in corporate Hoskin & Harcourt LLP, there would be few newly finance expertise here … she was one of our minted General Counsel capable of immediately youngest Corporate Department chairs ever after all jumping in to pull off that kind of salvage operation. … that some tend to forget how broad her legal experience has been,” notes Osler Managing Partner “Deb’s extensive transactional expertise would have Dale Ponder. been very helpful in that kind of situation,” observes

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2. OslerLINK . SPRING/SUMMER 2003 < Osler’s consulting counsel on national matters keeps one foot < spotlight in his native New Brunswick, an eye on some of Canada’s top companies and a finger on the nation’s political pulse.

FRANK MCKENNA: ON POLITICS, CORPORATE GOVERNANCE AND LEARNING AS LIBERATION

There is a saying in political circles in New he felt almost every day of his political life, it’s Brunswick that voters like to get their premiers obvious he’s relishing his current role. There’s the young and keep them a long time. variety for one thing, ranging from advising clients They got Frank McKenna young. Like his predeces- on government policy and process, to fielding calls sors, and (as well on geo-political issues from Osler partners, to as current Premier ), he was still in his speaking at firm, client and industry events. 30s when elected to his first term in 1987. But vot- Then, he’s even had time to work on “real law ers didn’t get to keep him as long as they probably files,” he laughs. They include everything from com- would have liked: after leading the Liberal Party plex heritage-industry cases to telecom, pharmaceu- to three straight victories, he retired from politics tical and taxation files. “The breadth of the practice in 1997, insisting that a decade was a sufficient at Osler is so vast,” he said, “that you never know “At a firm like Osler... period in which to make a contribution. where the next challenge might come from.” you have the chance Of Frank’s decade in office, most Canadians will “There’s so much stimulation here. At a firm like to practise at the very, best recall his drive to modernize an economy large- Osler, you’re working with the biggest and best very top of the ly dependent on fishing and agriculture by tirelessly clients and deals in the country. And you have wooing new investment to the province, helping to the chance to practise at the very, very top of the profession....” create tens of thousands of new jobs in telecommu- profession, which means you have to be at the top – Frank McKenna nications and other emerging businesses in the of your game every day. That’s very special.” process. Political junkies may also remember his The feeling is mutual apparently. vigorous reform of the education and healthcare sectors, and his key role on the national unity “Frank’s been such a valuable resource for clients,” scene, especially during the development of the notes firm Co-chair Tim Kennish. “His in-depth 1992 Charlottetown Accord. knowledge of both the public and private sector landscapes is impressive. And his judgment is But note that important qualifier: retired from invariably right on the money.” politics. No one who moves fluidly between law practices in (where his pied à terre is at Window on Governance Osler, as consulting counsel on national matters) Frank’s board of director roles (among them and (where he practises a mix of constitu- GM Canada, Bank of Montreal, Global tional and public policy law, corporate and commer- Communications and Noranda) also give him a cial work with McInnes Cooper), plus balances picture window on the evolution of corporate gover- corporate board directorships, volunteer governance nance in Canada. There, he sees big strides being and fundraising roles, can be remotely seen as made with the splitting up of the board chair and resting on his political laurels. CEO roles, more sophisticated financial experts It was Osler partner Jack Petch who flew to being appointed to audit committees, more scrutiny to persuade Frank to join the firm as of management compensation, better risk manage- soon as the latter had formally announced his retire- ment and internal controls, and more rigorous ment as premier and leader of the provincial party. discussion devoted to what director independence (The two had become acquainted when Jack began really means. advising the McCain family in the early 1990s.) But, in the end, he feels a board’s role is really Although Frank wanted to retain his New Brunswick “basic blocking and tackling.” Its job is to pick the roots, he agreed to an association with Osler. He right CEO, establish the expectations, help set strat- and Julie McKenna now spend much of each winter egy and monitor performance, make sure stringent in Toronto. controls are in place, watch where the money is going and make sure the rules are being followed. Relishes Variety Though he admits to missing the “intensity of expe- “On the other hand,” he adds wryly, “you could rience of accomplishing something good for people” have 15 deans of accounting on your board but the company wouldn’t make any money.”

CONTINUED ON PAGE 8 >

> OSLER, HOSKIN & HARCOURT LLP 3. WHERE In this special feature, OslerLink visits seven illustrious alumni, sharing their THEY ARE experiences on the bench and their insights into making the challenging transition NOW from lawyer to judge. > JUDGING THE JUDICIAL LIFE

You work in near-isolation. The pay is paltry com- pragmatic sagacity, an abiding enthusiasm and pared to what a Bay Street partner, top in-house respect for the law, and a fundamental decency counsel or senior executive can make. The hours are that suggests each will strive to achieve the best almost as long. You need the patience of a particu- possible outcome for all parties in any given case, larly indefatigable saint. Your main task is to “shut as far as that respect for the law will allow. up and listen” for hours, days or weeks at a time. And, to a man, they’d probably all be embarrassed Then you have to make what are often agonizing by the above description. During interviews, most decisions that you know will have life-altering impli- are quick to offer up self-deprecating stories of cations for at least some of the parties involved. either their first novice days in robes or tales that So why would any lawyer, especially one at the illustrate their fallibility. “That’s why the courts of pinnacle of his or her career, even consider a job appeal and Supreme Court of Canada are there,” change to the bench? says Francois Lemieux, today a Justice of the Ask Lee Ferrier, Jack Ground, Emile Kruzick, Dennis Federal Court’s Trial Division. “Judges have the right Lane, Francois Lemieux, Cliff Nelson, Ed Sexton – to be wrong occasionally.” Lee Ferrier seven former Osler lawyers who did. Their reasons “No Longer an Actor” for becoming justices are almost as varied as their What they don’t have the right to do, at least very personalities. often, is take too active a role in the proceedings “I’d been in constant contact with judges of all before them. “That’s one of the biggest changes, kinds. I admired many of them. It just seemed to be especially for a former litigator,” Dennis Lane of the natural way for a litigator to cap his career.” Ontario’s Superior Court of Justice points out. “It struck me as being intellectually satisfying while “You’re no longer an actor. Your main role, overall, still allowing me to be practically engaged in things is to just sit there and listen. Then decide.” of immediate importance to people’s lives and the The patience required to do that, especially these broader community.” days when judges in almost every court are seeing “You’ve worked with one of the best firms in the an increasing number of self-represented litigants, is country, if not the best, with major clients, on considerable. “As a judge, you can’t be tempted to engrossing, incredibly challenging matters. You jump in and play lawyer for that unrepresented per- aren’t going to top that kind of experience. So when son just because the other side is well represented Jack Ground it’s time for a change, you need to take a different and he’s not,” adds Justice Emile Kruzick, who sees path entirely.” many self-defendants in the Ontario Court of Justice. “The law had been very good to me. I just felt A comprehensive knowledge of the law, the ability it was time to give something back.” to keep an open mind and a capacity to treat people fairly are three more of the most essential qualities “I’d reached a point in my life where the idea of in a judge today, agrees Lee Ferrier, also of Ontario’s being beholden to no one seemed very attractive.” Superior Court. He recounts an incident during one “They asked me.” (Followed by a deep chortle.) of his first trials, when a witness, upset by a tough “I sincerely believe that, even with its flaws, cross-examination, got up and walked out of Ferrier’s Canada’s justice system is the best in the world. courtroom. The witness came back. Then left again. I wanted to contribute to that in a personal way.” “I was flummoxed for a bit,” Lee recalls. “What was Meet seven judges like these – especially if you’re I going to do? Threaten to cite him for contempt? not a litigator and have little first-hand experience In times past, some judges would do that but what seeing justice at work – and despite a natural would it achieve? We just had to settle him down.” Emile Kruzick cynicism about all things institutional and some Coming from the emotion-fraught world of family knowledge of the chronic under-funding issues law, Lee and his former MacDonald & Ferrier facing many Canadian courts, you can’t help coming colleagues, Emile Kruzick and Cliff Nelson (a away reassured that the system, at this level at Superior Court justice since 1999) were better least, is in pretty good hands. prepared in some ways for the relatively rough-and- To a man (as all of these are, although roughly a tumble litigation arena of trial courts. third of justices at both the Ontario and federal In the early years of his career, Lee practised in court levels are female), they instill an impression of both civil and criminal litigation. (He and his wife

4. OslerLINK . SPRING/SUMMER 2003 < Shannon had also started one of the first group Among memories of a “challenging but constantly WHERE homes in Canada in 1963.) Looking for an area of rewarding” private-practice career, he remembers specialization, Lee and friend Jim MacDonald set- his eight-year stint with Osler as a highlight because THEY ARE tled on family law, during a time when the only of the “sheer excellence in law” he was exposed to NOW grounds for divorce were adultery and cruelty. Active and the “ability it gave me to consult with the best < in the reform movement that resulted in the enact- in their fields.” ment of modernized divorce law in 1968 and then Cliff points out that the shift away from a technical, the Family Law Reform Act in 1978, Lee was also “black letter” approach to the law is one change an advocate of universal access to legal services requiring new skills of judges. Another is case man- and a key player in the development of both agement, which requires more mediation skills or Ontario’s community legal clinic system and the “what things can we get you two to agree to, so we Ontario Legal Aid Plan. He was a member of the can keep this thing moving,” he adds. Legal Aid Committee from 1972 to 1988, then served as Vice Chair and Chair from 1979 to 1988. More ADR Lee joined Osler as a partner in 1986 with the “Some form of ADR is the better way to solve most merger of MacDonald & Ferrier, by then one of business disputes. And more judges are doing more Toronto’s leading family law practices, which also mediation,” agrees his Superior Court colleague, brought Emile Kruzick and Cliff Nelson to the firm. Jack Ground. “To go to a full-scale trial, when everybody’s lawyers get decked out in their gladiator Emile Kruzick also remembers the 1978 enactment suits and duke it out in court and you get a winner- of the Family Law Reform Act (and later, the Family takes-all result, that’s just not the best way in a lot Law Act) as a time of “tremendous and exciting of cases anymore.” change” in Ontario and the development that spurred the growth of MacDonald & Ferrier. With Appointed to the Ontario Superior Court of Justice in the implications of the new rules on dividing family 1991, Jack spends at least half of his time on the bench presiding over cases on the Commercial List, and non-family assets during a divorce, M&F was Dennis Lane attracting principals of several of the province’s of which he’s currently Supervising Judge. His move prominent family-owned businesses as clients. As to the bench came after more than 40 years with the business law issues involved became more com- Osler as associate, then partner, where he practised plex, Emile and his colleagues would often retain extensively in corporate and commercial law. Osler to assist, especially with corporate law and Attracted to the firm by the growing reputation of tax matters. lawyers including Allan Beattie, Purdy Crawford, Bertha Wilson, Ed Saunders and Bill Bryden, Jack Great Variety of Cases Ground went on to become a “superb” counsel in Nearly eight years into his appointment, Emile still his own right, according to Purdy, who recalls Jack’s enthuses about the variety of matters that come love of the law and his great problem-solving before him at Superior Court – a mix of family, abilities. Elected to the firm’s Executive Committee criminal cases and other matters. But he’s careful in 1973, he also played a key role in recruiting to point out the challenges inherent in the role: the other top lawyers to the firm, among them current stress of constant decision-making, especially on the Co-chair Brian Levitt, Jack Petch and former federal many motions involved in criminal cases, the grow- Cabinet minister Ron Atkey. Francois Lemieux ing issue of self-represented litigants, the isolation. As a judge, Jack believes that case management Noting that three of the four lawyers who joined and mandatory mediation, class actions and the Osler as a result of the MacDonald & Ferrier merger advent of contingency fees are positive develop- are now justices, Cliff Nelson wonders aloud if it ments from an access-to-justice perspective, in an was the heady days of being in the frontlines of age when the average, middle-class working person family law and community legal activism in the cannot afford to litigate. “That might be an indica- 1970s that drew them, three decades later, to the tion of just how much your mindset changes from bench. “It’s a way of continuing to make what you business lawyer to judge,” he grins. felt then, and what you feel now, is a contribution to the development of civil society,” he muses. After a quarter-century career that spanned one of Osler’s most intensive growth periods, Dennis Lane’s Involved primarily in family matters today (with memories of the firm are also many and acute. One some civil cases), Cliff notes that “not a day goes by of the first big cases he was involved with was the when you’re not dealing with something fundamen- high-profile battle between Texas Gulf and Leitch tally important to someone … child protection Gold Mines Limited for the Kidd mining property in Cliff Nelson issues, division of property and the like. And a northern Ontario in the mid-1960s, during which whole parade of humanity appears before you, from he was one of a team, led by partner Bill Bryden lawyers in expensive suits to a guy with tattoos and and outside counsel John Arnup, that eventually a cigarette pack shoved up his sleeve, who argues prevailed in court for Texas Gulf. his own case surprisingly well. And you think, ‘What a wonderful democratic process!’ even with Active in the Advocates’ Society, the CBA and all of its problems and flaws.” teaching throughout his career, and an early

CONTINUED ON PAGE 6 >

> OSLER, HOSKIN & HARCOURT LLP 5. WHERE proponent of the use of computer technology in law and courtroom superstar J. J. Robinette among his practice, Dennis is remembered for his “exceptional earliest role models turned out to be what former THEY ARE integrity” by Purdy Crawford, who also notes that’s University of Western Ontario Law School Dean NOW an essential quality for a judge. Eileen Gillese called “the best litigator in Canada” > Appointed a Justice of Ontario’s High Court of during her introduction of Ed Sexton at the school’s Justice in October 1989 (since renamed the 1998 convocation. Superior Court of Justice), Dennis too enjoys the What might be more unexpected is the apparent variety of matters he deals with (“from tenant/land- ease with which Ed guided Osler, Hoskin & Harcourt lord to murders”) and the feeling that he’s making LLP through one of its most dynamic periods of a contribution in a role for which he’s ably suited. change and growth as Chair from 1986 to 1998. “I loved being a lawyer and loved being a lawyer It’s not that the skills and qualities of leadership at Osler. But this is the best job I’ve ever had,” inherent in the latter role are diametrically opposed he says. to those required in an exceptional litigator. You just rarely find them all in one person. A Fascinating Mix He attributes much of his success (and longevity) Francois Lemieux admits he sometimes misses the as Chair to “my luck in having Tim Kennish as client contact and the “hurly-burly” of private prac- Managing Partner” during Ed’s last years with the tice. But the range and complexity of cases he hears firm. “In that job, on the worst days, it’s like being as a Federal Court judge is a fascinating mix, with the only hydrant on a street with 100 dogs,” he Ed Sexton judicial reviews of Cabinet decisions and refugee explains, referring to the Managing Partner position. cases, particularly under the new Immigration and “Having Tim there made my role as Chair both Refugee Protection Act, Maritime, IP and aboriginal satisfying and enjoyable.” Ed also describes the law cases among the most challenging. (Francois is pleasure he felt watching Brett Ledger, who started also a member of the Competition Tribunal.) at Osler during Ed’s early years with the firm and Joining Osler as a result of its first office-expansion who now chairs the Litigation Department, grow move under the leadership of then-Chair Edgar into “an exceptional lawyer and great colleague.” Sexton, Francois remembers sharing feelings of It’s apparent he relishes those kinds of memories as both excitement and trepidation with his colleagues much as those of his earliest successes as a litigator at Herridge, Tolmie upon hearing of the proposed and advisor. (For a hilarious account of one incident, merger with the larger Toronto firm in early 1985. which reads like a James Bond novel and involved Members of the 21-member Ottawa outfit (itself freeing a Canadian businessman held to ransom in the third largest firm in the capital) had already Saudi Arabia over a dispute involving a shipment of observed the conflicts resulting from similar moves lumber, read Osler, Hoskin & Harcourt: Portrait of a by competitors and feared changes that might be Partnership by Curtis Cole, pages 194-198.) forced upon them. Over the past five years, Ed has encountered an “But everything actually worked out very well. enormous variety of “fascinating” cases – everything Kudos are due for the way it was handled. I have from a constitutional challenge of a Canadian Armed tremendous and fond memories of many people Forces decision to renege on its appointment of a from Toronto, people like Brian Morgan, Brett Jewish second-in-command in the Gulf, to reviewing Ledger, Ron Atkey … Tim Kennish and his even- secret CSIS files during the review of a case involv- handedness … Ed Sexton and Bob Lindsay.” ing a refugee suspected of terrorist links, through to After more than 30 years in private practice, largely the AZT patent case and the Harris decision, which in administrative, public, trade and constitutional involved a Winnipeg man’s successful challenge of law, when Francois often appeared before the a Revenue Canada tax ruling that allowed a wealthy Federal Court, joining its Trial Division in January family trust to move over $2 billion to the U.S. tax- 1999 was a natural move. free. (Ed was also appointed to the Court Martial All agree that any mid-career lawyer with the requi- Appeal Court of Canada in December 1998.) site patience and other attributes required should He sounds almost regretful about the need to recuse seriously consider applying to the bench. That is, if himself from any matters involving former clients he or she can stand the relatively solitary existence. or colleagues. (“My fellow judges tell me the calibre As Federal Court of Appeal Justice and former Osler of Osler counsel is still superb.”) Echoing his Chair Edgar Sexton observes, “The biggest change colleagues, Ed returns to the topic of the relative coming to this job was that the telephone didn’t isolation inherent in the judiciary after the lively seem to ring anymore.” camaraderie of a firm like Osler. “Best Litigator in Canada” “Say hello to everybody there for me.” It’s probably not surprising that a lawyer who held former Supreme Court of Canada Justice Ivan Rand

6. OslerLINK . SPRING/SUMMER 2003 < WENDY RICKEY’S QUARTER-CENTURY OF CONTRIBUTIONS

Many Osler alumni will remember long-time staff in Osler’s United Way campaign successes. So member Wendy Rickey, who has moved up through a OslerLink readers will share our delight at the number of administrative roles since joining the firm United Way’s recognition of Wendy as Employee in 1977. Originally hired as an assistant to Norman Campaign Chair of the Year for 2002 for firms with Loveland and others in the Tax Department, Wendy 250-999 employees. The United Way presented her also worked with former Managing Partner Allan with a Spirit Award at its annual Celebration Dinner Beattie in the mid-1980s. Currently, she works close- earlier this year. ly with Managing Director Ken Whiteside, Managing Her tireless efforts, in addition to those of Julie Partners Terry Burgoyne and Dale Ponder, and the (whose contributions led to the firm being nominat- Executive Committee, handling a variety of corporate ed for the Leadership Campaign Award for organiza- secretary tasks and partnership matters. tions with less than 1,000 employees) and Dawn For the past dozen years, Wendy has also been a Sparkes (nominated for Canvasser of the Year driving force behind the firm’s United Way cam- Award), as well as the many others who play such paign. She has been assisted substantially along the significant roles campaign after campaign, have way by many other committed lawyers and staff, resulted in Osler winning the top spot among especially partner Julie Lee, over the past three Toronto law firms for three years in a row, during years. But Wendy’s passion has been the constant which the firm exceeded its fundraising goals.

> CONTINUED FROM PAGE 2 WHERE Regulation, Competition, Governance another multinational deal on the horizon. For THEY ARE At Scotiabank, one of the major challenges she example, Scotiabank announced this April that it deals with daily is helping the bank’s executive had reached an agreement to acquire more shares NOW team to implement its business strategies in of Grupo Financiero Scotiabank Inverlat for approxi- < the face of Canada’s intricate financial services mately C$465 million, bringing its total ownership regulatory environment. Another is helping to guide stake to 91%. (Grupo Financiero Scotiabank Inverlat the bank through the increasingly competitive is one of the principal financial groups in Mexico, commercial banking landscape created by some with approximately 7,000 employees, 400 branches 8,000 registered institutions now doing business and 1,000 ATMs throughout the country.) here (many of them large, offshore entities that Today, with Scotiabank’s 2,000 branches and have fewer of the regulatory hurdles to manage). offices in some 50 countries – spanning six conti- In addition, over the past year, governance and dis- nents – its in-house legal contingent is almost as closure issues have become as front-and-centre a widespread, with 40 lawyers in Canada (the majori- challenge for the bank as they have for every other ty in Toronto and Montreal), 50 in Mexico, another large, public organization. (With its shares listed on 10 in Chile and more based in New York and other the NYSE as well as the TSX, Scotiabank must now key centres. The constant travel involved is one of comply with the stringent requirements of the U.S. the factors that prompts Debbie to scoff at the Sarbanes-Oxley Act, as well as Canadian securities notion that corporate counsel have it easy compared regulations.) to their private-practice colleagues. On this front, Debbie expresses concern that compa- As she recently told the bank’s employee magazine: nies now run the risk of having the emphasis on “A lot of lawyers think when you come in-house, disclosure outweigh confidentiality. “Businesses all of a sudden you’re at the golf course all the should have the right to maintain confidentiality time. But this is really an unbelievably dynamic job. with respect to market-sensitive information until And I think it presents more challenges than I’ve it’s appropriate to disclose it. But there’s incredible ever had before.” pressure now on senior executives to disclose mate- In discussing how many of her Osler contemporaries rial transactions at a very early stage.” She believes have gone on to some of the country’s top general her added responsibilities as Corporate Secretary counsel positions, she laughs on being asked if it was and as a member of Scotiabank’s disclosure com- something special being added to the firm’s coffee mittee will enable her to make a significant contri- over the past few decades. Then she turns reflective. bution in these areas as well. “I’d see it as a tribute to Osler actually. I think it goes International Scope to show that the firm provides a platform of excel- Then, in an institution that has positioned itself as lence where people have the opportunity to learn how “Canada’s most international bank,” there’s always to do things in an exceptionally capable way. And that’s recognized in the business world outside.”

> OSLER, HOSKIN & HARCOURT LLP 7. NORTHSOUTH 2003: RAISING THE BAR ONE MORE TIME

NorthSouth 2002, an innovative CD-ROM-based compendium of highlight the firm’s long-standing cross-border connection and key Canadian business law developments for U.S. clients and some of the latest legal developments of interest to U.S. companies counsel, won immediate and ongoing acclaim from both its target doing business in Canada. audience and media covering the legal industry. (The most recent The firm’s 2003 campaign also introduces a new Website, recognition was an article titled “High Impact Border Crossing” in designed especially for American clients and colleagues, the January/February 2003 issue of the American Bar Association’s oslernorthsouth.com. The CD acts as a digital invitation to visit Law Practice Management magazine, which noted the CD the site, which will be updated with news about relevant emerging program’s effectiveness in enabling “a Toronto-based firm to developments as they happen. The strategy is to make the new differentiate itself and break into the consciousness of U.S. firms Website (which will go live July 1st ) a preferred information and corporations.”) source about Canadian business law for the U.S. audience, thereby After that kind of reception, the question was, “How do we top that building and maintaining awareness of Osler. this year?” Plus, the firm is bracketing the CD’s distribution with two “com- The answer will be distributed to that same U.S. market (and panion” reports in American Lawyer magazine. The first insert, interested Canadian clients and counsel) this summer. It’s another “Traversing M&A across the 49th Parallel,” appeared in the March CD but the 2003 edition features a few new “firsts” including issue while the second, featuring class action developments, will engaging video clips of a half-dozen Osler spokespeople, who be published this fall.

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Rules No Substitute “I’ve always been a proponent of learning as a tool for liberation, He continues, landing on what appears to be a favourite gover- individually and collectively,” he explains, launching into a discus- nance theme. “But all of the rules in the world are no substitute sion about the links between a nation’s investments in education for honest, motivated, committed and hard-working directors who and its research and development capacity. That’s a capacity he aren’t afraid to take a stand.” believes Canada has to work much harder to improve, given our inability to compete with Third World countries for traditional, He was – and obviously remains – a quick study, judging by how industrial jobs and our next-door position to the U.S., who is by effortlessly he moves from discussing finer points of corporate far “the fastest in the R&D race.” and competition law, to the intricacies of current trade and other debates between Canada and the U.S., to the myriad fundraising Back to Politics? and other challenges facing the various non-profits to which he’s When asked if he’s interested in having another chance to influ- lent both his name and considerable time. ence big policy decisions like that one, perhaps by accepting the Learning Causes federal Liberal Party’s repeated invitations to return to the political arena, he reverts to the game he’s played with intrusive reporters Prominent among these are organizations involved with learning for the past five years. and literacy issues, a continuation of some of his favourite causes as premier, when spending on education, especially computer “I’m enjoying far too much what I’m doing right now to even think literacy, was spared most of the cuts a pinched provincial purse about that.” entailed.

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