Simon Fish and the Legal Group of Bank of Montreal with the Leading Global Honour for General Counsel and Law Departments

WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL

GUEST OF HONOR: Simon A. Fish Executive Vice President & General Counsel, BMO Financial Group

THE SPEAKERS

Simon A. Fish Stephen Pincus Norman Steinberg Executive Vice President & General Senior Partner, Goodmans LLP Chair Emeritus — Canada, Counsel, BMO Financial Group Norton Rose Fulbright

Dale R. Ponder H. Rodgin Cohen Cornell Wright Firm Managing Partner & Senior Chairman, Co-Head of M&A Practice, Chief Executive, Osler, Hoskin Sullivan & Cromwell LLP Torys LLP & Harcourt 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 the achievements of our distinguished Guest of Honor and his colleagues, we are honouring Simon Fish and the Legal Group of Bank of Montreal with the leading global honour for General Counsel and Law Departments. Bank of Montreal was founded 200 years ago as Canada’s first bank. Since then, it has played a critical role in Canada’s growth, financial systems, and prosperity. Simon’s address focuses on Values, Culture and Conduct — and the Mysterious Whereabouts of the Lawyers. The panelists’ additional topics include international banking regulation; M&A; cross-border capital markets; corporate governance; industry disruption; and diversity.

The Directors Roundtable is a civic group which organizes the preeminent worldwide programming for Directors and their advisors, including General Counsel.

Jack Friedman Directors Roundtable Chairman

Simon Fish is Executive Vice-President Simon joined BMO in 2008 from the and General Counsel of BMO Financial global mining company CVRD (“Vale”), Group. He serves as counsel to the offi ce where he served as Executive Vice-President of the chairman and the board of directors. and General Counsel of the Canadian and He is a member of the bank’s executive international operations. Prior to that, he management committee. In addition, was Vice-President, General Counsel and Simon chairs the bank’s reputation risk Corporate Secretary of Shell Canada. Earlier, committee and the environmental, social he held a number of different positions and corporate governance committee. He with Royal Dutch Shell plc in the United co-chairs the bank’s leadership committee Kingdom, the Netherlands, South Africa, Simon A. Fish for diversity and inclusion. and Canada. Before joining Shell, Simon practiced corporate and securities law with Executive Vice President Simon leads over 650 lawyers and com- Dechert LLP, an international law fi rm. & General Counsel pliance professionals in 20 offi ces across North America, Europe and Asia. He is Simon was named Canada’s General responsible for the overall legal, regulatory, Counsel of the Year in 2013. He was named and compliance affairs of the bank, as well one of Canada’s Top 25 Most Infl uential as the bank’s investigative & security ser- Lawyers in the legal profession in 2014. He vices, ethics, ombudsman, and corporate serves on the boards of a number of non- sustainability functions. profi t and charitable organizations.

BMO Financial Group Established in 1817, and currently marking and commercial banking, wealth manage- its 200th year of operations, BMO Financial ment and investment banking products and Group is a highly diversifi ed fi nancial servi- services to more than 12 million customers, ces provider based in North America. With and conducts business through three oper- total assets of $719 billion as of April 30, ating groups: Personal and Commercial 2017, and more than 45,000 employees, Banking, Wealth Management and, BMO BMO provides a broad range of personal Capital Markets.

RICK WILLIAMS: Good morning! My name is Rick Williams and I’m a partner with the Newport Board Group. Directors Roundtable is a civic group which organizes the preeminent worldwide programming for Directors and their advisors, including General Counsel. My job today is to welcome you and moderate this Directors Roundtable program.

General Counsel are more important than ever, as a core part of the leadership team of corporations across the globe. In addition to providing legal guidance, boards of directors look increasingly to General Counsel to enhance the financial and business strategy, compliance, and the integrity of corporate operations. In recognition of the achievements of our distinguished Guest of Honour and his colleagues, we are gathering today to Roundtable for this great honour. I’m We continue to push ourselves to be the honour Simon Fish and the Legal Group of grateful also to my distinguished colleagues bank that defines great customer experi- Bank of Montreal for their important con- on the panel this morning. They are truly ence. BMO is committed to harnessing tribution to the bank, and more generally, some of the most accomplished members of the power of our professionals to create a for the legal profession and their community. our profession, and I am privileged to know culture where our people’s goals, our cus- each one very well. tomers’ goals and our business goals go You will hear that Simon cares deeply about hand-in-hand. We have built a fiercely pow- his role and the role of the legal profession Such moments as this are earned only ered culture founded on our core values of broadly in advancing the complex society in with the support of others, so thank you to integrity, empathy, diversity, and respons- which we live. Bank of Montreal was founded BMO’s Chairman, Rob Prichard; to BMO’s ibility. This is my tenth year as BMO’s 200 years ago as Canada’s first bank. Since CEO, Bill Downe; and to my colleagues in General Counsel, and it has been a very ful- then, it has played a critical role in Canada’s our Legal and Compliance Group. filling time, personally and professionally, growth, financial systems, and prosperity. complete with all the challenges we lawyers Simon’s role as a leader of this great institu- As Rick mentioned, this is a special year seem to thrive on. tion has an impact far beyond the bank itself. for us at BMO. We’re marking 200 years of business! Only two other companies My career has given me opportunities to Our program today begins with remarks by listed on the Toronto Stock Exchange have work in diverse sectors around the globe, Simon Fish. Following Simon’s talk, our attained this milestone: the Hudson’s Bay from corporate law in private practice, to very distinguished panel will share their Company, founded in 1670, and Molson oil and gas, to mining, and now to finan- insights on related issues. A full-colour Coors, whose Canadian roots go back to cial services — which brings me to the transcript of today’s program will be created 1786. Bank of Montreal is one of only 15 topic of values, culture, and conduct, and and made available electronically on the companies listed on the New York Stock the mysterious whereabouts of the lawyers. Directors Roundtable website. Exchange to mark 200 years. This is what I would like to consider with you this morning. It is now my distinct honour to introduce BMO has evolved, grown and prospered you to Simon Fish, Executive Vice President through two centuries precisely because I began my career with the U.S.- and General Counsel of BMO Financial we’ve always looked to the future. It’s quite headquartered global law firm Dechert. In Group. [APPLAUSE] something to reflect on how far we have 1993, I joined Royal Dutch Shell and was come since our doors opened in Montreal assigned to the Commodity & Financial SIMON A. FISH: Thank you, Rick, for in 1817. We are now a global company with Derivatives Trading Group in London. the warm introduction, and my sincere total assets of $719 billion, over 45,000 Two months later, the morning edition of thanks to Jack Friedman and the Directors employees, and 12 million customers. The Times of London ran the eye-catching

Why, then, did the answer to this question during driving and prevented air bags from seem germane to The Times (and to Judge inflating. These recalls were ultimately Sporkin)? Perhaps it was simply to deter- blamed on GM bureaucracy. The focus was mine whether the lawyers were complicit or not on the role of top management who failed to do something about it once they could have prevented — or responded much knew. But more fundamentally, I think more swiftly — before the deaths of more they raised the question because there is an than 120 people. expectation — one I certainly have — that lawyers have a professional obligation to In 2015, the Environmental Protection prevent misconduct wherever it may occur, Agency issued two citations to Volkswagen and that we ought to be more activist in for violating the Clean Air Act for installing how we approach our roles and profes- equipment designed to deceive emissions sional duties. testing in its vehicles. Volkswagen later admitted to equipping 11 million vehicles The past 25 years are littered with cor- worldwide with software to cheat emis- porate scandals we could examine as we sions tests. The company maintains that try to answer the vexing question: Enron, only a small group of people knew about WorldCom, Adelphia, Tyco, Parmalat — the deception, and that top management some of which led to the Sarbanes-Oxley Act was not aware. and many other corporate governance regulations. Although the rules and regulations Then last year, Wells Fargo admitted that, over were tightened and oversight improved, we headline Where Were the Lawyers? The several years, it created more than two mil- continue to witness corporate misdeeds headline referred to a more-than-$1-billion lion false customer accounts. The Consumer today. The answer to the question, “Where loss Shell’s Japanese unit incurred on for- Financial Protection Bureau levied a fine of were the lawyers?” remains elusive. eign exchange futures contracts. The loss more than $185 million on Wells Fargo. The stemmed from speculative trades involving bank was criticized in congressional hear- Consider some of the following: In 2012, bets on the value of the dollar against the ings; law enforcement authorities, including Wal-Mart found itself embroiled in a brib- yen, in violation of the company’s internal the Justice Department, have begun investiga- ery scandal that raised numerous corporate controls. The company’s president and sev- tions; private suits have been filed; the CEO governance and personal accountability eral others lost their jobs. issues. A New York Times story alleged that resigned; and a number of senior executives Wal-Mart employees bribed Mexican offi- have left the bank. The Times seemed especially interested in the cials to fast-track permits for store openings whereabouts of the company’s lawyers while and that once the scheme was exposed, In each case, senior management appears to this was happening. Naturally, the headline high-level executives attempted a cover-up. have — at the very least — significantly failed made me uneasy. Surely, the article wasn’t to create a corporate culture of integrity asking about me, given that I had just joined In 2013, the EU imposed a record antitrust that might have constrained employees’ bad the company. My colleagues, then? No, I fine of $2.3 billion on six European and actions and to respond quickly and appro- knew them to be hard-working, fair-minded U.S. banks and their brokers for rigging priately to inexcusable conduct. and honest. Our external counsel? No, how LIBOR benchmark interest rates. could they be blamed for a breach of the In each case, one might ask, “Where company’s internal trading guidelines? In 2014, the Financial Conduct Authority were the lawyers?” Were they, like Nero, fined six global banks $1.7 billion for fiddling while their companies burned? I had no immediate answers, and I continued conspiring to manipulate foreign currency What could they have done to prevent their to ponder the question as similar trading markets. The Commodity Futures Trading companies’ wrongdoing? infractions came to light at Metallgesellschaft, Commission ordered the same banks to Orange County, and Sumitomo. (I learned pay an additional $1.4 billion in penalties. Among the cases mentioned, apart from later that The Times’ headline question had three senior lawyers at GM, no other law- already been asked by U.S. Federal Court In the same year, General Motors recalled yers appear to have lost their jobs. So far as Judge Stanley Sporkin in his 1990 opinion about 800,000 of its vehicles for faulty is publicly known, none have been subject in Lincoln Savings & Loan.) ignition switches that shut off the engine to investigation.

In the context of these cases, then, I believe BMO is committed to harnessing the power of our in asking, “Where were the lawyers?” — the answer was almost invariably, “Where professionals to create a culture where our people’s everybody else was.” As true as that may goals, our customers’ goals, and our business goals go be, there is something unsatisfactory about that answer. hand-in-hand. We have built a fiercely powered culture

What could the General Counsel and the founded on our core values of integrity, empathy, companies’ inside lawyers have done to pre- diversity, and responsibility. — Simon Fish vent or moderate the wrongful acts? Let me suggest three possibilities. Put others first — which encourages us to go providing legal counsel, but being part out of our way to understand our colleagues of a business team and offering business First, they could insist, if necessary, on hav- and customers. Only by truly understand- advice. It means being a partner to the ing a seat at the table to ensure they are fully ing the needs of others are we able to offer business leadership, but ultimately being aware of the company’s dealings. It is quite meaningful help where it is valued most. the guardian of the company. likely that in many of the cases, the lawyers were not present simply because they were Learn from difference — here, we learn from Heineman has suggested that in many cor- not invited. beyond our comfort zone, drawing from a porate scandals, those General Counsels wide range of experiences, perspectives and fell short as guardians, perhaps because they Second, they could provide unequivocal backgrounds of our colleagues and customers. were excluded from the decision-making advice that the activities were unlawful, process or they failed to ask searching ques- improper, or at least unwise. This would Make tomorrow better — this notion of stew- tions about dubious actions. include refusing to provide advice that could ardship reflects our proud 200-year legacy obscure the illegality of the proposed course of responsible management of relationships So to be in a position to answer the nagging of conduct. entrusted to our care. Our business is fun- question — and I borrow heavily from Ben here — I believe General Counsel must: Third, they could take that advice up the damentally personal; we lead by example, corporate structure, including to the com- and we take seriously our responsibility to • Build a world-class legal and compliance team; pany’s board of directors, if necessary. each other, our customers and the communities we serve. • Earn the confidence of the board and CEO; These measures alone are not likely enough, • Be ever-present in decisions on business There is no ambiguity. Our values and however. Lawyers must also work with their performance; colleagues to foster an environment of integ- our code of conduct influence everything rity entrenched in their company’s strategy, we do and are ingrained at every level • Be a leader in developing an integrity decision-making processes, and products of the organization. framework that embeds the company’s and services. After all, a high-integrity culture values into its strategy, decision-making ensures fewer incidents of misconduct, attracts Ben Heineman, the former General processes, and goods and services; and retains high-performing talent, cultivates Counsel at GE and widely regarded as the • Play a lead role in defining and adopting an environment where employees speak up, doyen of the inside bar, has said: ethical standards; gains the respect of regulators, earns the trust of customers, and builds public confidence. • The General Counsel’s obligation is to • Keep abreast of emerging legal and regu- move beyond the first question, “Is it legal?” latory trends and expectations; I do not mean to suggest that my own com- to the ultimate question, “Is it right?” • Ensure all employees can express con- pany is beyond reproach; we are not. But at • Such a role involves leadership, not just cerns about the company’s adherence to BMO, we have invested considerable time for the company’s legal matters, but for the law, ethics, and values; and resources in promoting a culture of its ethics, reputation, public policy, com- • Help develop the company’s position on integrity that stems from four values: munications, and corporate citizenship. public policy; and Do what’s right — which directs us to do the • The General Counsel role includes • Be prepared to resign if asked to condone right thing, set the highest standards, and not just dealing with past problems, or do something illegal or highly unethical, meet them every day. but charting a future course — not just or if excluded from major decisions.

I wanted to spend a few moments briefly, this morning, talking about two topics. The first is the desirability of, and threats to, international regulation; and the second, and related, is the need for international agreement on resolution of major inter national institutions.

I think I can state the case for robust international regulatory standards simply — and, I hope, persuasively. The failure of a major international bank threatens the global financial system wherever that bank may be headquartered. Even if the post-financial crisis regulatory system has sharply reduced the risk stemming from bank interconnect- edness — what one bank may owe another — it has done little, if anything, to reduce If we are to answer the question with a RICK WILLIAMS: Thank you. That was the risk of contagion. If a major bank fails confident, “We were there,” or — better still terrific. Next, we’re going to have the pan- anywhere in the world, there is a true risk — ensure that there is never cause for the elists speak, and then after they make their that it will stoke concerns about the sol- question to be asked, General Counsel and presentations, we’re going to open the pro- vency of banks everywhere in the world. the lawyers they lead must be strong business gram to your questions. partners for the CEO and other business As a result, the need for a strong inter leaders, and at the same time serve as guard- As I mentioned earlier, Rodgin Cohen is in national regulatory system is really not ians of the company. The guardian role must New York rather than here, and is going to about competitive equality, although that is involve saying “no” in circumstances where give his talk via the phone. Rodgin is the an issue that cannot be ignored. It is prin- inappropriate conduct may arise. Senior Chairman of Sullivan & Cromwell, cipally about reducing the risk that a major and we are excited that you’re joining us. international bank fails with severe adverse This would sit well with Judge Sporkin, I sus- consequences to the global financial system. pect, who noted in his 1990 opinion that few H. RODGIN COHEN: Thank you corporate transactions are completed without very much. In 2008, we were able to survive due to the assistance of lawyers. In this sense, they the courage and wisdom of a handful of are, as he put it, gatekeepers without whom I am very regretful I could not be there in government officials, and if truth be told, many deals would not be completed. person. In any event, I am truly delighted a substantial amount of luck. We cannot to participate, even if by phone, to honour count on either in the future. Heineman remarked recently that the an individual who exemplifies what a superb General Counsel operates between two General Counsel is all about. It’s about judg- Now, during the last five years, we have seen trepidations: the anxiety of not being ment, knowledge, intellectual integrity, and major progress towards the development of invited to the meeting and the anxiety of an abiding commitment to the organization robust international standards. This has been being indicted. That may account for the he represents; that person is Simon Fish. due primarily to the efforts of — I’m sure, not degree of insomnia many of us face, but to coincidentally — a Canadian. Mark Carney be successful General Counsel, I believe we His comments this morning, I thought, is head of the Financial Stability Board. must carry out our professional duties and were both instructive and inspiring. The Governor Carney has led the development conduct ourselves with the confidence to one basic message that at least I heard was of international standards on capital liquidity support our business leaders in a manner how critical it is for a General Counsel and stress testing, among others. that is both legally and ethically responsible. actually to be more than a lawyer, to be an advisor, and be able to be at the table, as he Unfortunately, we now have countervailing To my colleagues in the room this morning, put it, and be able to advise his client, to be factors which threaten the implementation please join me in partnership in this quest. the guardian — the word Simon used — as of these international standards. One is the Thank you very much. [APPLAUSE] to what is right, as well as to what is legal. signal from the new U.S. administration

that it is leery about an international regu- I was really fortunate, I have to say that I received the full latory approach. But that’s far from the only cause for concern. Let’s look at what support of my business colleagues from the outset. That is happening around the world. There has support was ensured by the very manner in which I came to been opposition to the new Basel capital standards, which appear to reflect, in large BMO. I was recruited to the bank directly by our CEO, Bill part, a concern by some countries that the proposed revisions will require their banks Downe. Following initial discussions with him, I met our to raise too much capital. Chair of the board of directors, Rob Prichard. — Simon Fish

Of perhaps even greater concern is that a in life does not necessarily translate into The treaty — and it would take exactly one few weeks ago, Spain’s fifth largest bank death. Once any country decides to apply page — would say that every host country failed shortly after it passed its European a national ring-fenced approach to a resolu- would abide by the legal and regulatory stress test with flying colors. I’m unaware tion, every country will feel obligated to do resolution regime of the home country. of any explanation for contradicting the so. This is likely to minimize the potential There might be a knock-down for a breach obvious presumption that the stress test for successful resolution, and maximize the of circumstances. The signatories would of this bank was not sufficiently rigorous. adverse consequences if the resolution fails. be the U.S., U.K., Canada, the EU, and That leads to a fundamental question about Japan — those five jurisdictions, which is stress tests, which have become the princi- Indeed, there are some recent indications something well north of 95% of the true pal governor of capital. that national self-interest is on the upswing. international assets. This trend started in the United States when There’s widespread agreement as to the the Federal Reserve adopted its intermedi- One reason that treaties are so difficult is value of stress tests. But that value is threat- ate holding company requirement for all that they are often so complex. In contrast, ened with significant erosion unless and foreign banks with U.S. subsidiary assets of this proposed treaty is designed to be the until the regulators are prepared to provide $50 billion or more. This requirement was essence of simplicity. some disclosure about their black box mod- apparently aimed at just two or three for- els for evaluating stress. Until that time, the eign banks which had substantial securities In closing, once again, I would like to concerns will be variously that the models affiliates, but its dragnet application made it congratulate Simon on this extraordinarily are too lax, the models are too stringent, or difficult to avoid a ring-fencing label. well-deserved honour today. Thank you. they are simply wrong. [APPLAUSE] It was obviously not going to be long before Turning for a few moments to international the European authorities would respond RICK WILLIAMS: Thank you very much resolution: in my view, again, great strides with their own IHC requirements, which for the effort you’ve made to try to be here have been made since the financial crisis in may be even broader. today, and secondly, the thoughtful pres- resolving international institutions. These entation you’ve made. include robust regulatory requirements for Another indication just came down a couple live banks that could ease the death pangs days ago, when we had a 90% proposed Our next panelist is going to be Norman if a bank fails; living wills; what is known as international internal TLAC — total loss Steinberg, who is Chair Emeritus — Canada, TLAC — total loss absorbency capacity — in absorbency capacity — requirement. This of Norton Rose Fulbright. [APPLAUSE] the United States, the combination of a spe- provides little flexibility for an international cial resolution regime and so-called “single bank to shift resources to where they are NORMAN STEINBERG: Thank you, point of entry,” and substantial cooperation needed in the event of a serious loss. Rick, for your kind introduction. I really am among international regulators. honoured to join this distinguished panel I’m actually going to make a suggestion for of legal leaders and be part of this extra- Enhanced cooperation, however, fails to solve this potential problem, and that is to have ordinary event honouring my good friend, for the rift that in the event of a potential or an international treaty on resolution. This Simon Fish, and the Bank of Montreal. actual failure of a major international finan- may sound quixotic, and before anybody cial institution, one or more countries will explains and argues how a treaty is beyond Rodgin had mentioned his involvement in seek to protect their own national interests the realm of possibility, let me just spend a a very humble way in the financial crisis of without regard to the interests of the global moment explaining what it would say and 2008. We’re proud, as Canadians, because financial system. Regulatory cooperation who would be involved. of Mark Carney’s very important role in the

Simon has driven the diversity agenda an increase of surveys from our clients within the legal sector as a founding mem- globally, challenging us on everything from ber of the Legal Leaders of Diversity and our policies and practices, the impact of our Inclusion. LLD is a group of Canadian programs’ initiatives, to breaking down the General Counsel from coast to coast who demographics of the hours we bill for. In have declared their support and commit- other words, it’s not good enough just to ment for creating a more inclusive legal come to the first meeting and say, “We’re profession, as well as supporting diversity very diverse,” and then later on, when initiatives within their own organizations. the work is done, the results show a very In this role, Simon’s been a driving force in different picture. I expect to see more of our changing the conversation around diversity clients holding us to account in the future. and inclusion at firms across Canada. The American Bar Association launched The business case for diversity and inclu- a new diversity survey last year. Their aim sion is evolving within all our firms. Yes, is to obtain a commitment from the GCs the focus on diversity is the right thing to in the Fortune 1000 to sign up using the do; however, obviously there’s more to it. survey with their panel firms. The ACC, In my own firm, I’ve seen the conversation which is the Association of Corporate move from the ethical case to the business Counsel — an association where I know case. In the last few years, we started to talk Simon and I know our firm and many about the value of diversity and how we can others in this room are very closely involved leverage diversity as a competitive advantage. — has approximately 45,000 members By bringing diverse perspectives together, around the world now, and it’s led by their we’re able to present better, be more cre- whole situation. But it behooves me, and president, Veta Richardson. She came into ative, and bring innovative solutions to our it behooves us, to mention that Rodgin the role as a champion of diversity, and clients. I’ve seen an increase — we all have Cohen was a critical part of the solution of has initiated a wide variety of programs to — in our clients pushing us, the outside law that crisis, that he was really involved from enhance diversity in the corporate world firms, to present more diverse teams and beginning to end, and I think that we all and in the law firms that serve the ACC pitches, and how we staff files. owe a lot to him and his firm for doing that. corporate members. I can speak for Simon Acritas, which is a legal brand research and I — we have great respect for Veta and Many of you in the room know how import- organization, presented some compelling her vision in promoting diversity in the ant diversity and inclusion is to Simon data following their 2016 global survey of business world. and to his colleagues at the bank. Today, General Counsel. When they analyzed the I wanted to make a few observations about feedback from GCs and compared it with Now, The Legal Press recently published an how he’s amplified his impact on diversity the diversity of law firms staffing the files, article about how organizations like AT&T, and inclusion beyond BMO, and I’d like they saw that very diverse teams (1) received HP and PepsiCo have implemented hold- to make a few comments about how that higher client satisfaction ratings; (2) were backs for firms who cannot complete the relates to the evolution of diversity in our more likely to attract repeat business; and survey or who cannot demonstrate diversity private law firms in Canada, the U.S. and (3) received a greater share of their clients’ in how they staff the files. otherwise, and of course mentioning our overall legal spend. own firm’s involvement in it. Now, these are all exciting changes that cre- This data tells a very powerful story about ate a real sense of urgency in firms to take Some of you may know that in addition the real business impact of getting the mix notice of the opportunity available in lever- to BMO’s executive diversity champion of diversity and inclusion right. aging their diversity. We all know that the and co-chair of the Leadership Committee legal sector is experiencing unprecedented for Diversity and Inclusion, Simon is We’ve all seen an increase in our clients levels of change globally. But I believe — also the recipient, among other things, challenging us to make diversity a top and I think I share this vision with people of the Canadian Center for Diversity and priority. In the past, diversity surveys in the room — that the firms who will come Inclusion 2016 “Senior Executive of the were something we received, in Canada, out on top are the firms that are successful Year” award. That’s quite a mouthful. only from our U.S. clients. We’ve seen in fostering a culture that leverages diversity.

Research tells us — very basic research — that others in this room have been partaking when people feel able to be themselves at in that, as well. We’ve trained 50% of our work, they are likely to be more engaged people in Canada, and aim to reach 75% by and more productive. When people are the end of the year. expending effort to fit into a majority culture, we’re not going to see them at their best. The funny thing about it is everybody that goes into it that I’ve spoken to says they It’s essential for diversity to be part of the don’t really need it — they absolutely have conversation in our firms, and we need to no unconscious bias — and everybody challenge ourselves and ask each other some comes out the other end of the conveyor tough questions. These may seem obvious. belt saying, “Oh my God — I didn’t realize Why does the pitch team have no women, I did this and that.” I think it is a very valu- or no members of diversity groups? What able training program. percentage of the client relationship partners are women or members of minority groups? I’m proud of the programs that we have to What’s the backgrounds of partners who are promote diversity, drive real change with inheriting clients from previous partners? visible minorities, LGBT, and people What about our talent pipeline — where with disabilities. In fact, I was mentioning are the minorities there? What are the back- this at the outset to Ken Fredeen (General grounds of some of the people involved? Counsel, Deloitte Canada) — who is really Very obvious questions that we have asked one of the thought leaders on this, as well — that we look to a lot of our friends and ourselves on a repeated basis. something that’s applicable in South Africa, not necessarily in other places. Everywhere clients to help us understand where we go Now, my first diversity and inclusion strat- around the world, we have a global diversity next on these programs. egy and action plan refers to how we create policy in view, but it has to be modified opportunities to speak about diversity when for the different places, which includes not In addition to focusing on diversity as a we make decisions about people. Now, for only countries, but cities, as well. real business imperative, I believe we have those of you who are not aware of who we a responsibility as corporate citizens to are — who is Norton Rose Fulbright — well, As a firm, a couple of years ago, we made help shape the future in a way that pro- I’ll just mention that we’re one of the largest a big decision. We were going to say pub- vides economic and social benefits for all. law firms in the world now. We continue to licly, so we would create more self-discipline, I thought it was interesting — for those of do mergers upon mergers. Right now, we’re that by 2020, we wanted to have 30% female you that read the report on business, The at about 4,000 lawyers around the world. partners represented in our global partner- Globe and Mail, the Canadian newspaper, We recently completed a merger in Canada ship and in our management. I know when on Canada Day — they had a bunch of arti- — Vancouver — with Bull Housser; in the I sometimes talk to people about it, it sounds cles about Canada I thought very inspiring U.S. with Chadbourne & Parke; and we like, “Thirty? That’s pretty awful... your goal and made me feel good. One of them was just announced another merger in Australia is thirty?” But, you know, it’s funny — there’s an article called “Canada’s economy at 150: with Henry Davis York. a big distance to cover. We’re at 25% global Confidence is surging — and so is invest- female partners now, but we’re also at 35% ment.” Well, that sounds very good, and We’re in sixty cities around the world. Why of our global executive committee, and in actually, it was interesting. do I mention this? Well, it is interesting to be Canada, we’re at 27%, moving closer to that part of a global law firm, but by definition, 30 goal, and 42% of our management com- Not surprisingly, the article referred to the we are a diverse organization. But we’re still mittee are female in Canada. beneficial effect of our Canadian immigra- on a journey. We’ve implemented important tion policies that have resulted in an increase programs to promote diversity in Canada Diversity is more than just the right thing to and an upgrade of our labour force by having and globally, but what I found is our global do; it’s how we do business around the world. 300,000 new immigrants join our country diversity programs are not one-size-fits- each year. By the way, the 300,000, on a all. Just one little example: in our South We’re working towards integrating divers- per capita basis, there’s few other countries Africa offices, we’re working with a very ity and inclusion to every part of our in the world that have a program as robust important part of the government policy, business, and have rolled out a national as that. By definition, immigrants, what do which is black empowerment. Now, that’s unconscious bias program. I know many they do? They strengthen the diversity of our

talent pool. The article went on to state, and new dean, who is an aboriginal from, I I quote, “Canada has also been more success- believe, North Dakota, if I recall, whose ful than most of its peers in tapping into its name is Angelique EagleWoman. We had female labour supply. The labour force par- a party here in Toronto to kick off the law ticipation rate among working-age Canadian school capital campaign. women, at 75 per cent, is the highest in the G7 and among the highest in the industrial- It was critical for us to make a meaningful ized world.” I’m still quoting from the study: impact at the school. In addition to nam- “It’s another labour advantage that Canada ing the award, ourselves and the Bank of will have over many of its advanced-economy Montreal, we remain involved with the day- peers as they wrestle with aging populations to-day at the law school. But it’s not just over the next decade.” I thought that was about writing checks; it’s about staying com- very thought-provoking. mitted to the students that are there.

One aspect of diversity that our firm has We value the opportunity to have a small quite honestly been struggling with is the role in doing that and other things. I’d like inclusion of aboriginal Canadians. For those to just take this opportunity, again, to rec- of you who are Canadian in this room, you ognize Simon, BMO and the team for their know that it’s a big part of where our gov- role in promoting diversity and keeping it ernment is trying to go; it’s a huge issue in on the agenda, and putting the pressure on Canada. When our partner, Derek Burney, outside firms like ours to make sure that we who was Canada’s former ambassador to don’t forget the importance of doing it. the U.S., approached me wearing his hat as the Chancellor of Lakehead University, three I’d like to thank Rick, and Jack Friedman, years ago, to support the new Bora Laskin who’s not here today, for providing this tre- Faculty of Law, I was intrigued. This new mendous opportunity, and it’s so great to Now, the first serious attempt to answer law school up in northern Ontario is meant see so many friends in this room. Thank this question was a seminal article in the to provide indigenous peoples in northern you. [APPLAUSE] mid-1980s by Professor Ronald Gilson. Canada with a place to study close to their It was a heady time for corporate deals. homes, with a view of retaining them in the RICK WILLIAMS: Thank you, Norm, Business law, as we know it today, was north following their graduation. for your wonderful presentation on divers- just taking flight. Gilson answered the ity. Our next panelist is Stephen Pincus, question by calling business lawyers “trans- I presented this to our Management action cost engineers.” He said their role Senior Partner at Goodmans. Let’s welcome Committee and Diversity Committee. I is simply to reduce the inefficiencies that him. [APPLAUSE] was proud of the fact that we were able complicate deals. How? By structuring to get it through, and we became one of and implementing deals to minimize the STEPHEN PINCUS: Thanks, Rick. I’m the first or second law firms to agree and friction caused by stuff like regulation and inspired and humbled to participate in this make a significant capital contribution to informational imbalances. the law school, even though we didn’t have distinguished panel this morning. It’s a graduates in the firm. We then turned to real privilege to celebrate Simon, who is, For Gilson, legal skills that don’t have a Simon — Derek and I spoke to him, and as you’ve heard, certainly among the finest quantifiable impact on deal costs are simply Simon felt the same way about it. He felt of counsel in Canada and, I think, inter- irrelevant. His business lawyer is a techni- this is something the bank is also trying, nationally. He is well-recognized, justifiably cian, and 33 years later, we’re starting to see to look for programs to enhance their con- as an extremely effective business lawyer. more efficient robo-lawyers as replacements. nection to the aboriginal communities in Canada. Following with us was the Bank To mark this recognition this morning, I Meanwhile, in looking at how to teach of Montreal also supporting the program. thought I would reflect for a few moments law students to be effective business law- on what makes a business lawyer effective. yers, along the line of legal academics have I’m proud of the fact that Simon and I That immediately raises the very fundamen- responded to Gilson. I’d like to take a co-hosted the kick-off celebration in Toronto tal, deceptively simple question, “What is it moment just to trace the development of for the new school, and we welcomed the that business lawyers actually do?” this thought, because I think it’s helpful.

Then we have Jeff Lipshaw, whose effective financial, social, economic, technological, lawyers are deal managers. They’re strong or an industry or industry sector. The more leaders who give the parties the encour- effective the lawyer, the better those environ- agement to overcome fear, panic, seller’s ments are managed. remorse, buyer’s remorse, and risk aversion! But I would like to suggest to you a differ- Then Therese Maynard identified judgment ent approach altogether. I would describe as the key quality. We’ve heard something it as the fourth layer of Kosuri’s pyramid. about judgment this morning. Having seen Certainly, effective lawyers need strong foun- multiple scenarios unfold, the effective busi- dational, transitional, and optimal skills. But ness lawyer can predict outcomes better beyond the optimal, there is the exceptional. than their client. The exceptional is about creativity. And Recently, Jack Wroldsen called lawyers the exceptional is not only about managing “disruption framers” who reimagine and your environment; it’s about ultimately cre- reform existing legal frameworks in order to ating new environments! accommodate innovative business ideas. It’s the polar opposite of Gilson’s transaction I recently asked Simon what is the most cost engineers. Wroldsen’s approach is important quality that he looks for, and he timely and interesting, but his lens is quite asks his team to look for, in hiring new narrow. His examples focus on business lawyers for his formidable group at BMO. lawyers helping entrepreneurs to fight exis- Typical of Simon, his response was immedi- tential battles with what he calls “creative ate, unconventional, and right on target. It was Stephen Schwarcz who took Gilson’s destruction” — like Uber’s battles with the The key quality, he said, is imagination. logic to its technocratic conclusion. taxi industry, or Tesla’s conflicts with car Schwarcz’s business lawyer is a regulatory dealerships and so on. And if you think about it carefully, you’ll cost reducer in an increasingly regulated find that exceptional business lawyering — world, with little need for any understand- Finally there is Praveen Kosuri, who out- and this applies to both inside and outside ing of the client’s industry. lines a much broader model of business lawyering — generally involves a healthy law skills. It’s a pyramid with three levels. dose of imagination, and often leads to the Next, we have George Dent’s lawyer — At the base, there are the foundational creation of a new environment. an enterprise designer, who does need skills — research, drafting, analysis, know- to understand the client’s industry and ledge of the core business law subjects. The Often, a new environment is developed helping to define its scope — but remains middle level comprises what he calls “tran- by adapting existing structures, products essentially a technician. sitional skills”: negotiation, structuring, risk or processes. management. At the top are the “optimal Then along came Karl Okamoto, who skills”: understanding business, under- For example, the client asks for a license suggested that, as repeat players, business standing people, creative problem-solving, and distribution agreement. The lawyer pro- lawyers rent their reputations to clients in and advising clients. Unlike most founda- poses a new form of joint venture. commercial negotiations, regulatory dealings, tional and transitional skills, the optimal takeovers, proxy battles, and other situations. skills are not unique to lawyers. Or what if the client is trying to find a way to acquire several businesses at the same As the dot-com train gathered steam, Mark Now, it seems to me that if we try to find a time? The lawyer develops a novel use of Suchman depicted the lawyer as a busi- common theme that runs through Gilson a special-purpose acquisition company to ness advisor — counselling, matchmaking, and all his responders, and encompasses all affect a management “roll-up.” deal-making, gatekeeping, and conciliating. three levels of Kosuri’s pyramid, we might Unlike Gilton’s transaction cost engineer that describe the effective business lawyering Or the client wants to take a health care maximizes short-term value for the client, as effective management of the lawyer’s or a hospitality company public, and the Suchman’s Silicon Valley lawyer is seeking to environments — whether those environ- lawyer designs a new form of real estate build the client’s long-term resources. ments are legal, or regulatory, political, investment trust.

Sometimes, creativity results in the creation No industry is entirely immune to the forces of new structures or products or processes, of disruption. And, despite the scale of our or even new industries or areas of legal prac- major Canadian banks, neither are they. So tice. I think we heard a bit of this from how are they responding? Are they changing Rodgin earlier this morning. their historic “bureaucratic” hierarchy to become more nimble and agile? Is increased While exceptional inside lawyers like Simon regulation stalling or blocking innovation? and his team initiate creative output for their I ask these questions because I believe that internal clients, it’s quite rare for us outside for those of us in other industries, there is counsel to self-generate new environments much for us to learn from the journey of without a client to catalyse that creativity. I adaptation underway in the large scale finan- do think we should be doing it more often. cial services sector. And frankly, the sector is so critical to our Canadian economy, that we But my experience has been that most cre- need our banks to succeed in this journey. ative outcomes arise from working with highly creative and highly demanding cli- In my own industry of professional services, ents — clients like Simon and his colleagues the Great Recession was an inflection point, at BMO. and the change underway in our profession is profound. At Osler, we recognized early So I’ll end by thanking them for enabling us on that the law firm world was changing business lawyers to do what we do. and that would require us to examine our processes and our service delivery afresh — Thank you. [APPLAUSE] and to examine these relentlessly from the perspective of our clients. RICK WILLIAMS: Thank you, Stephen, I think we can all agree that since the Great your take on lawyering was very informa- Recession, as the pace of entry of new Our goal at Osler is to continue to increase tive. Our next speaker is Dale Ponder, she is technologies and new business models has efficiency for the benefit of our clients, but firm managing partner and chief executive accelerated, there have been few words more without losing excellence in service delivery of Osler, Hoskin & Harcourt. [APPLAUSE] frequently used in business journalism than or “product.” And we insist of ourselves that “disruption” and “innovation.” The other we be leaders, or at minimum fastest fol- DALE R. PONDER: Thank you, Rick. word of prevalence since the events of 2008 lowers, in re-engineering our processes and is “uncertainty” — used in the context of transforming our business model. Within Good morning everyone. Before I begin, I business, politics, geopolitics, stock market our own firm, we’ve had to accept that as want to thank Simon for including me in performance, and even Twitter feed from we experiment with innovation, there will this roundtable discussion today — and to the current President of the United States. be some failed attempts. I’ve become fond congratulate him on this recognition of all You name the subject, and its future is likely of saying that without some failure, we are he and his legal team have accomplished at volatile, uncertain, complex, and ambigu- surely not actually innovating. And I’ve also BMO. It is well-deserved. ous. The new trendy managerial acronym come to realize that culture is absolutely for our times — “VUCA.” fundamental to executing on strategy, and The topic I’ve chosen for my remarks today that this is particularly so for the execution is “Decision-Making in Times of Industry Over-used these words may be, but they of a fundamental change agenda. Disruption.”* I plan to discuss the concept capture the prevailing environment in of disruption generally, identify some of the which our business decision-makers must Bank of Montreal is Canada’s oldest bank “disruptors” in the financial services sector, navigate. So today, I plan to explore devel- and our firm, Osler, Hoskin is 153 years and then turn to how our Canadian banks oping best practices in decision-making in old. At that, we’re one of Canada’s old- are adapting and responding. the context of fundamental industry dis- est law firms. I’d like to believe we’ll both * I also want to thank a number of people ruption. Specifically, I’d like to consider “innovate successfully” to our next sesqui- for sharing their thoughts on my chosen this from the perspective of key enterprise centennial anniversaries. topic, including Bindu Cudjoe of BMO and decision-makers: senior management, their Alan MacGibbon, Larry Ritchie, and Kashif boards of directors, and their foremost I’d like to next set the scene with some facts Zaman of Osler. advisors, their General Counsel. for background.

First, to quantify the importance of our … a high-integrity culture ensures fewer incidents of Canadian banks to the Canadian economy in size alone. The biggest among the banks misconduct, attracts and retains high-performing talent, have assets on their balance sheet in excess of a trillion Canadian dollars. Canada’s cultivates an environment where employees speak up, gains GDP by comparison is U.S. $1.5 trillion. the respect of regulators, earns the trust of customers,

Second, an idea of the cost of regulatory and builds public confidence. — Simon Fish intervention. The global financial crisis was a wake-up call as to the imperilment of traditional financial institutions as a result. opportunities outside Canada in a market the “safety and soundness” of the banking Starbucks has over $1 billion “on deposit” that is not only highly regulated, but also industry and as we saw, new and increased from its customers. Would you categorize highly competitive — while continuing to regulation and oversight was the result. this level of activity as that of a coffee shop search for “white space” domestically. or that of a financial institution? Boston Consulting Group recently released • Next, some observations on the impact a study estimating that banks globally have of digital disruption. Digital disruption These three big-name examples have three paid over $300 billion in fines and legal affects virtually every industry and — as things in common — business disrup- fees since the financial crisis. And this is noted by a friend who chairs a bank audit tion, business trust, and a large customer not measuring the cost of additional inter- committee — highly profitable, bureaucratic base. And there’s a fourth important com- nal time and resources devoted to regulatory industries are the most attractive targets. monality. None of the three are overseen compliance every year since. In response to the digital explosion, our by bank regulators. banks are investing in AI, transforming And finally, who are the “disruptors”? In how they deliver traditional banking ser- So how have our Canadian banks responded Canada, the FinTech industry is expand- vices, and partnering with FinTech in the to these events? Their response has involved ing rapidly. Over 70 companies in Toronto process. Although FinTech is attracting an extensive review of their business mod- alone are developing solutions for various increased capital investment, new busi- els, but as an outside observer, I’d offer aspects of traditional banking — including nesses don’t have either the customer base these three high-level observations: mobile payments, online exchanges, mobile or the commercial “trust and confidence” wallets, etc. And these enterprises operate levels required to penetrate financial mar- • First, a look at their early response fol- in largely unregulated space, so the playing kets with necessary scale fast enough. Our lowing the turmoil of the global financial field is not level. banks have both. So smart partnerships crisis. In the immediate aftermath, our between the banks and FinTech are hap- Canadian banks were largely insulated However, it’s not just start-ups that are pening and expected to be a win/win. disrupting the industry. Think about these from the issues that felled other major big and now commercially trusted brands, financial institutions. So in the short • And finally, the imperative to continue and what they’re doing in the “money term our banks were the heroes in the delivering results. Our banks are counted transfer” space: eyes of the regulators and had significant on to deliver financial results, consistently. opportunity to expand into the distressed Bank shareholders expect large dividend • PayPal: Its roots began in the late 1990s, U.S. financial services market. Many payouts and a steadily increasing share and today it is one of the world’s largest took advantage of those buying oppor- price. The stock market generally is not for- internet payment companies. Its business tunities in the U.S. and further afield, giving of quarterly disappointments. But if is all about money transfer and its total and that increased both their scale and the banks are big targets of the “disrupt- revenues today are over $10 billion. the diversity of their market reach. That ors” for attack on market share — and they buying advantage is now behind us. are — both effective defense and pursuit of • Alibaba: Also began in the late 1990s Regulatory emphasis post-Wells Fargo new growth opportunities are imperatives. in China to facilitate B2B e-commerce. is moving increasingly to emphasize This requires investment. Reconciling Today its online payment escrow service consumer protection and Canada is no short-term stock market expectations of a accounts for over half of all online pay- exception to this. Our Canadian banks mature industry participant with the need ments in China. Alibaba has a market now must operate in an ever-more-regu- to invest long term and to experiment with cap of over $300 billion U.S. lated domestic and international market innovation isn’t easy, but so far our banks • Starbucks: Its payment app has cut out environment. And, given their size rela- overall are performing a remarkable balan- the financial intermediary role between tive to that of the Canadian economy, cing act in one of the most closely watched it and its customers. Losing revenue for they must continue to hunt for growth sectors of our economy.

As external observers, we can study the out- cultural norms. And, in my experience, to put of internal processes in a business, but succeed with this kind of cultural change, the it’s more difficult for us to assess how the “top of the house” must communicate relent- current environment of disruptive change lessly, must celebrate innovation and sensible is impacting internal decision-making pro- risk-taking, and must not punish failure in cesses. There is much to learn from the the reasoned pursuit of opportunity. successes and failures of enterprises facing fundamental disruption and from an exam- Next, the role of the Board. Senior manage- ination of the changes underway in the ment reports to the Board, whose members C-suite, the boardroom and the office of the are the stewards of the enterprise for stake- General Counsel. I offer three observations holders. Without tight strategic alignment on developing best practices: between the Board and management, the change agenda will fail and the enterprise First, the importance of “tone from the cannot act with the speed and agility required. top” and some changes underway in that “tone.” Historically, management theory was I’d also observe that the board skill set all about command-and-control. And the required for a business under fundamen- banks were longtime viewed as slow-mov- tal disruption is likely quite different than ing bureaucracies, with strict management prior periods of relative calm. In our most hierarchies that were very much about com- sophisticated public entities, there is a rec- mand-and-control. Increasingly, it’s viewed in ognition that there are new skills required at management theory that command-and-con- the board table. If digitization is a foremost trol can stifle innovation and creativity. And disruptor, does the board have the skill set with customers. And it is highly likely that as a result, is not the best method to pursue to sufficiently comprehend that business their value system will drive business in dif- business transformation. factor? If the biggest risks for financial insti- ferent ways in the future. In business, we tutions today include cybersecurity, money ignore developing a deep understanding of I’d observe that increasingly senior leadership laundering, and enhanced consumer pro- this next demographic wave at our peril. in mature businesses must be the catalysts tection interventions, is there a new skills for cultural change and must “enable or matrix required? Board diversity takes on And finally, the office of the General Counsel. empower” their best talent to successfully pur- new meaning in this context. Diversity of It seems to me that when a fundamental sue a fundamental change agenda. It must be experience, skills, and perspective will bene- change agenda is underway in a complex more dialogue than monologue in order to fit decision-making and increasingly, it is a enterprise, particularly in a regulated sector, harness the power of an organization’s tal- recognized business imperative. the role of the General Counsel’s office is ent. Good ideas are not only generated from more critical than ever. Regulatory compli- the C-suite and today I believe there is an This is also true more generally of bank ance is a financial services sector reality that increased recognition that diversity of skills talent overall. The ranks of traditional- isn’t going away and with the increase in con- and collaboration across functions are fun- looking “bankers” are being augmented sumer protection concerns post-Wells Fargo, damental to both identify opportunity and by non-traditional experts within the it has taken on an even bigger level of reputa- assess risk with timeliness. The imperative is banks. With technological disruption and tional concern. But more fundamentally, the to be agile in pursuing opportunity while still new customer pursuit, there is a need for office of the GC must function at the highest balancing risk. a diversity of expertise, including non- levels of intersection between risk and oppor- traditional expertise like data science, tunity within the regulatory framework. Mature industries must also weed out com- behavioural psychology, and more in the placency. Longtime institutions with the pursuit of business transformation. I’d also observe that the GC’s office, benefit of strong market share can suffer from together with the CFO and perhaps increas- “aristocracy syndrome.” Instead, they must And necessarily, business must concern ingly other “Chiefs” like the CIO, must learn to emulate the key characteristics that itself with the customers of tomorrow. be integrators of information and driv- enable start-ups to outperform: operational Millennials are the next largest demo- ers of collaboration across the enterprise. flexibility and agility, strong strategic align- graphic group in North America next to To capture opportunity and balance risk, ment, and intense work force engagement. the Boomers. They will demand changes the office of the GC is key to the deliv- The journey is all very much about changing in how companies create value and interact ery of a fully informed framework for best

CORNELL WRIGHT: Good morning. lay a foundation for investor support. There I am a partner in the corporate practice was a story in The Globe and Mail last at Torys, where I focus on M&A and week commenting on the degree of speci- corporate governance. I’m honoured to ficity with which Hydro One’s CEO and have been invited to serve on this panel executives appeared to be telegraphing their with such accomplished colleagues and interest in, and criteria for, a major U.S. have the opportunity to congratulate Simon acquisition. The takeaway was obvious: on the recognition he’s receiving today as a smart CEOs take the time to sell invest- leader among General Counsel. ors on a growth strategy long before they announce a takeover. This morning, I’d like to talk for a few moments about the decline of deference Last year, the litigation surrounding the and what it means for lawyers and their InterOil plan of arrangement raised signifi- relationship between corporate clients, cant questions about the role of fairness including in-house lawyers and law firms. opinions in M&A transactions and the adequacy of disclosure regarding the finan- In our corporate practice, we see this trend cial analysis done and the compensation of declining deference most clearly in the paid to financial advisors issuing them. growth of shareholder activism that is affect- Investors are more engaged in assessing ing companies in all sectors of the public the quality of financial advice and demand- markets, including financial institutions. ing more from financial advisors and the boards that rely on them. Activists are making their voices heard forcefully and effectively, challenging the con- The same assertiveness and lack of def- decision-making in a climate of disruption. ventional wisdom that senior management erence are evident in the calls for proxy The General Counsel is fairly recognized as and boards have the best information and access, say on pay votes, and other initia- a primary safeguard for culture and conduct the right incentives to make good decisions tives designed to give investors a voice in and ultimately, for reputational risk. in the corporation’s best interests. They are matters previously thought to be appropri- questioning comfortable assumptions and ately dealt with by the board. I’ll close now with this final observation. pressing for changes in strategic direction, Disruption is about competition from management, and operations. In many The lack of deference is also evident in the new and different competitors. And it’s a cases, investors are spending significant heightened scrutiny that securities regula- truth that most mature industries today are resources to come up with an alternative tors and courts are bringing to governance experiencing. The competitive environment comprehensive strategic plan, forcing the processes and judgments, and their willing- is fierce. And to succeed in fierce competi- company’s management to defend its own ness to second-guess the level of disclosure tion requires hunger, agility and speed. A strategy. Sometimes this plays out in public; about corporate decision-making that is pro- friend in the banking industry summed this more often, it happens behind the scenes. vided to investors. up for me with the quote that “a lion runs the fastest when he is hungry” — and the The recent situation at Uber is one vivid How is this affecting lawyers? observation that a bit of hunger and fear is example. The company’s board took action actually not a bad thing in business! to address the very serious issues that had For one thing, corporate boards, knowing come to light in an investigation. The board they could find themselves in investors’ Thank you all — I look forward to the dis- thought it had done enough, but investors crosshairs, are less deferential to manage- cussion to follow. [APPLAUSE] disagreed and took matters into their own ment, more inclined to make their own hands, turning the CEO’s leave of absence judgments on the merits, and more engaged RICK WILLIAMS: Thank you very into a resignation. in discussing the legal advice. Lawyers face much, Dale, we all need to understand more challenge from directors on legal more about disruption. It’s a great pleasure This dynamic has forced management teams points, whether on regulatory risk, litigation to me to have Cornell Wright up next. He to be more transparent and forward-looking risk, compliance issues, or how to justify is the co-head of M&A Practice at Torys. in what they communicate about their decisions publicly. All this must be factored [APPLAUSE] plans to avoid surprising the market and into the planning. It is very common now

for legal analysis to form part of the busi- Subject matter expertise has tradition- ness presentation that goes to the board ally been the holy grail for lawyers. But — boards want to know that the lawyers management skill has taken on increasing and businesspeople, rather than working in importance for lawyers in corporate prac- silos, have thought about the issues together tice, whether in-house or in private practice. and come to a balanced recommendation In-house legal departments can leverage that makes sense in both business terms the training and development programs and legal terms. available to leaders at large companies. Law firms have traditionally assumed that This reflects better governance and better successful lawyers will naturally learn to process. We all know, as lawyers, that our be good managers; increasingly there is an thinking is improved when we are forced appreciation that we need to be more delib- to make the case with clarity and show our erate in teaching management skill. reasoning and work. But it also means raising our games. Regulatory complexity, technology, globaliz- ation and cost pressures have all increased Which brings me to a related point: the the number and range of advisors involved broader decline of deference — the fact that in any large transaction. This in turn decisions are going to be second-guessed requires lawyers who can function in and at every level, whether in the market, manage interdisciplinary teams, partner around the board table, or in the C-suite with advisors in different jurisdictions and and beyond — has increased the promin- calibrate and weigh different kinds of risks. ence and centrality of the legal function, compartmentalized by geography, the oppos- both internal and external, to meet higher Because the problems are more complex and ite is true of in-house lawyers, who supervise expectations, to contribute at the highest clients are less deferential, the relationship matters in multiple jurisdictions and must levels and generally play a critical role in between corporate clients — including in-house bring a macro perspective to bear. As law successful management and governance. lawyers — and law firms is also evolving. firms, we have been forced to expand our Indeed, it is that increased prominence of mindsets and look at problems in a more the legal role and, in particular, the role of The legal departments of our largest cli- GC-type way, with more imagination and the General Counsel, that we recognize and ents look and function very similarly to law fewer self-serving disclaimers. celebrate this morning. firms: they have deep subject matter expertise, knowledge management capabilities, Simon has been an exemplar in responding The growth and professionalization of innovation hubs, talent development, project to these challenges, managing and influ- in-house legal departments and the central- management tools, and enabling technology. encing on a broad scale, recruiting and ity of the role of the General Counsel in developing great talent, building a top-tier major multinationals is very much a func- This has fundamentally changed the law firm organization within BMO and, on tion of the decline of deference. Boards dynamic of the relationship. Whereas a very selective and disciplined basis, build- appreciate that law permeates everything and the model was once external counsel doing ing relationships with lawyers and law firms trust the lawyers to protect the integrity of transactions for clients, the model today is externally who understand BMO’s busi- the organization and hold the legal leader- increasingly one of partnership between ness, fit with the culture and can partner ship accountable for doing so. They also in-house lawyers and external lawyers, who well with the group. expect lawyers to focus on the best interests share responsibility for the advice and out- of the corporation including its reputation come. Rather than solving problems for This is a notable achievement, and we’re and culture and not just on the wishes of clients, we solve problems with clients, delighted it is being recognized today. the corporation’s senior management. It is a learning from each other. Thank you. [APPLAUSE] broader and more demanding standard that lawyers are uniquely trained to discharge. For clients like BMO, the challenge RICK WILLIAMS: Thank you, Cornell. is even greater, because the problems We’ve had a terrific breadth and depth of With this heightened responsibility has come often straddle multiple sophisticated coverage today — innovation, diversity, inter- a recognition that lawyers, both internal and jurisdictions with increasing regulatory com- national treaties on regulatory controls, external, need an expanded skill set. plexity. Whereas law firms can sometimes be financial institutions. Now, it is our turn to

ask questions, and I’m going to start with Ensuring the corporation complies with all relevant laws and one. Simon, this will be to you, but all of the Panelists can chime in. Cornell, this regulation is essential to the sustained health and welfare of builds on what you also just said. the corporation itself. Providing practical legal advice and Heads of business units often try to avoid then maintaining an effective compliance program to ensure talking to the lawyers. Yet, Simon, you were the advice is followed is precisely what the partner-guardian saying that lawyers have to become partners with the business. How does the General role demands of the GC. — Simon Fish Counsel become a partner with business leaders, to get them to see the General As outside counsel, I have always found the interests of the organization, and you’re Counsel as an essential collaborator as that our role is not to come in supporting moving with the client as opposed to in the opposed to somebody that’s second-guessing the General Counsel with “yes” or “no”; opposite direction. and looking over their shoulders? it’s basically, I think, to help amplify the risk assessment on important decisions. DALE R. PONDER: I would observe that SIMON A. FISH: The approach will vary Because when we’re brought in there, the reputations are built based on personal from organization to organization. management team, if it’s the board that experience, and while the executive team we’re addressing or the General Counsel, may well know what a General Counsel I was really fortunate, I have to say that I they don’t want to hear “you can do it” delivers by way of value, in big organiza- received the full support of my business col- or “you can’t do it”; they want to under- tions, inevitably there are going to be people leagues from the outset. That support was stand actually what the risk assessment is. whose experience with lawyers was not so ensured by the very manner in which I came Because every decision involves the possi- great, and so you have to be a bit strategic to BMO. I was recruited to the bank directly bility of a go or no-go based on the risk about winning them over and giving them a by our CEO, Bill Downe. Following initial assessment. That’s the way we support the different experience, and it’s about relation- discussions with him, I met our Chair of General Counsels of sophisticated organiza- ship building and communication, just as the board of directors, Rob Prichard (who tions like Bank of Montreal that are already so much else in business and life is. I am delighted to see in the audience this involved in the decision-making. morning). Then I met a number of other CORNELL WRIGHT: Three quick senior business executives. The very process STEPHEN PINCUS: It depends in large points. First, I agree that culture is key of my onboarding was known within the part on your starting point. Simon refer- and that having a strong, credible General bank and our leaders’ expression of confi- enced Ben Heineman’s comments about Counsel helps to establish a culture where dence in me ensured a smooth transition. he’s caught between the anxiety of feeling the critical role of lawyers in solving big dif- you don’t want to be left out of the room, ficult problems is recognized. Secondly, in I recognize that it’s not always as easy for or the anxiety of going into the room. that culture, it’s very important that prob- other GCs. No matter the circumstances Whether it’s outside counsel or inside coun- lems not be bucketed into “legal problems” of one’s appointment, however, every GC sel, if your starting point is an identification and “business problems”; the reality is that is required to show one’s value to business with your client or with your organization, most problems are multidisciplinary, and colleagues and to the organization every and your goal is to create something, whether there has to be an integrated approach. day. That requires serving effectively as both it’s a product inside the organization or a Thirdly — and this is a point for lawyers business partner and corporate Guardian. process or an acquisition or a transaction — the yes/no binary approach that law- of some kind, and you fully identify with yers sometimes take can be self-defeating. NORMAN STEINBERG: I’m happy to that, and that’s where you come in from, Business can’t earn sufficient returns with add to what Simon has said. What we’re see- then you’re not entering the conversation zero risk; what’s required is calibration of ing is more of our large Canadian clients, and as “Dr. No.” You’re not there simply as the the risks so that the business and lawyers in fact, globally, as well, is that the General outsider who is saying, “Here’s where you’re together can make an informed decision on Counsel is part of the executive management crossing the boundary.” Rather, your goal whether and how to proceed. team, and as such, they’re not just being is to achieve what your client — internal or asked about strictly legal issues; they’re part external — wants to achieve. Then when you ANDREW GERLACH: I’m Andrew of the process of defining where the organiz- do say “no,” you’re perceived as — and I Gerlach; a partner of Rodgin Cohen’s at ation goes and how it sets its goals. think you are — doing it because it’s not in Sullivan & Cromwell.

Just one observation on culture. In order How do you ensure, when you’re sitting at be forward-looking. I think it requires — a for it to work, it has to be top-down. It has the table, that you can bring the kind of more sophisticated approach, and let’s use to be reflected at the board level and sup- radar to the benefit of your executives unless that word, “imagination,” again. ported by the board level, and Simon, your you have in place an effective, modern com- experience in coming on board here reflects pliance program that meets the criteria that RICK WILLIAMS: Another question? the fact that this board, at this company, the Competition Bureau put out specific at this financial institution, takes culture guidance on this; so have others. There [AUDIENCE MEMBER]: Good mor- very seriously, understands the importance are new innovative challenges that bring ning. I’m Gary Maavara. I’m General of the legal function within the organiza- about new competitive dynamics and new Counsel with Corus Entertainment. tion. That is not something that we see at techniques to sometimes chill competitive Simon, congratulations! all of our clients. There are many different innovation. How does the General Counsel examples of a differing perspective, but one do this unless he or she has put in place Simon, you mentioned something in your is that the General Counsel, including at a serious compliance program that also remarks which I thought was really import- sometimes large institutions, has a report- encourages information and whistleblowing ant, and that is not only asking if something ing line that does not go to the CEO or as the Competition Bureau has advocated, is legal, but asking whether it’s right or not. does not go to senior people within the as the Securities Commission has advo- I’d be interested in hearing more from you C-suite, and does not have direct access cated — isn’t that a vital necessity to ensure on what criteria do you apply to that test? to the board or members of the board. that your seat at the table is truly effective? That is reflective of a different type of cul- SIMON A. FISH: Well, I make all those ture, and you can tell — it’s very easy to determinations myself. [LAUGHTER] see the differences a BMO-like culture and SIMON A. FISH: Thank you for the its respect for the legal function and other question, Cal. The short answer is, I don’t We apply a set of carefully constructed clients for which there is a very different set believe you can. Ensuring the corporation of reporting lines. complies with all relevant laws and regula- decision-making frameworks and rigorous tion is essential to the sustained health and processes that help ensure that our deci- RICK WILLIAMS: Does the audience welfare of the corporation itself. Providing sions are not only legal but are also right. have any questions? practical legal advice and then maintaining Each operating business is served by a chief an effective compliance program to ensure legal officer and a chief compliance officer [AUDIENCE MEMBER]: Thank you. the advice is followed is precisely what the and their respective teams. These individ- Cal Golden from Goodmans. I just want partner-guardian role demands of the GC. uals are integrated (whilst maintaining their to follow up the remarks that you made, independence) into strategic and business Simon, about ensuring that the General DALE R. PONDER: There was a time decision-making processes of the operating Counsel is an active participant at the table when compliance was considered a “look group they support. They are party to robust, at key meetings. back” function. Today, compliance needs to candid discussion with business leaders.

Where questions of ethics and business con- I don’t believe any information has ever meetings are coming up, at least have it duct arise, the Chief Ethics Officer, another been withheld from me. [LAUGHTER] close by, if not swinging a little bit. member of my team, will be engaged. Similarly, the Office of the Ombudsman More seriously, I don’t believe one ever Since we’re among friends today, Simon, can be called upon in certain circumstances. knows with absolute certainty. Beyond carry- I’m going to ask you to share one thing, Additionally, I chair the bank’s Reputation ing out a degree of due diligence, I think one and that is to tell us something about your Risk Management Committee. This is a has to rely on an environment which encour- non-work life that we don’t know. management committee made up of mem- ages and rewards the free flow of information bers of the entire Executive Committee that (no matter how unwelcome it may be) SIMON A. FISH: Hmm! [LAUGHTER] considers matters potentially harmful to and candid discourse amongst colleagues. the reputation and brand of the organiza- Responsibility for such an environment DALE R. PONDER: Or I will! tion. It is focused entirely on “doing what’s starts with the C-suite. We have to create that [LAUGHTER] right” — for our customers, employees environment where people are comfortable and shareholders, and the community in in sharing information on a whole range of SIMON A. FISH: Well, I have a wide which we operate. issues or whatever’s on their minds. range of interests that lie somewhat dor- mant: personal travel, art, and history. RICK WILLIAMS: Any other questions? In addition to that, it’s important to make While I no longer play either, I remain an yourself available. I spend more time in con- avid follower of cricket and rugby. But I’m [AUDIENCE MEMBER]: In making versation than I do almost anything else. a convert to all North American sports, as these determinations of what is legal and That includes not only being present at one well. [LAUGHTER] what is right, it is necessary have access to location. One has to travel a great deal; one reliable information to make the determina- has to be at every point in the organization So, I follow those, too. tion. What have you done, Simon, in your and within its operations throughout the career, that has assisted you in making sure world to really help foster that environment RICK WILLIAMS: That’s terrific. Thank that you have the right information to pro- where people feel comfortable in coming you, Simon, and thank you, all of you, for vide the analysis you need? up to you and saying, “There is an issue coming today and being part of this celebra- I’d like to raise.” tion. [APPLAUSE] SIMON A. FISH: How do I ensure that I have sight of all of the facts? I have in RICK WILLIAMS: It seems to me that my office a very large, heavy-weighted cricket the headline out of this program is going bat. [LAUGHTER] to be that Simon keeps a cricket bat in his office [LAUGHTER] and walks around When anyone comes to my office, I have a with it and recommends that all Canadian tendency to pick it up and just have it close leaders at least have a hockey stick in their at hand. [LAUGHTER] office [LAUGHTER], and when important

Stephen Pincus is a Senior Partner at Good- REIT; its fi rst offering of income participat- mans, a member of its Executive Committee ing securities; its fi rst high-dividend common and Head of its Capital Markets Practice. share IPO of a U.S. business; its fi rst spe- cialty SPAC; and the fi rst non-U.S. IPO in Widely recognised as one of Canada’s the world of a U.S. REIT. leading lawyers, Stephen has played a pion- eering role in the development of Canada’s According to Lexpert, Stephen is dubbed by capital markets and is well known for his Bay Street as Canada’s King of REITs. leadership of many complex and innovative domestic and cross-border transactions. Stephen also advises boards of directors and activist shareholders on corporate gov- Stephen Pincus Examples of Stephen’s M&A transactions ernance and proxy fi ghts. He was retained include: Canada’s fi rst SPAC qualifying acqui- by Industry Canada to lead a major govern- sition; its largest investment bank merger in ance study. more than a decade; its fi rst mutually initiated merger of REITs; the privatization and Stephen is a director of Kew Media Group Senior Partner recapitalization of a major Canadian defence Inc; founding Chairman and a director of equipment manufacturer; the takeover of its the Canada Africa Chamber of Business; largest wine company; the consolidation and Co-Chair of SenbridGe; a member of the sale of its largest seniors company; the buy- Board of Governors of the Jewish Agency for out of its largest funeral homes company; the Israel; a member of the Canadian General merger of two of the world’s leading hotel Counsel Awards Advisory Board; and a operators; and the global roll-up of eleven member of the Corporate and Securities media content companies. Advisory Board of Practical Law — Canada. Examples of Stephen’s IPOs include: Canada’s Stephen holds a BA Honours (English largest income securities IPO; its largest and Philosophy), an MBA/LLB (Gold SPAC IPO; its fi rst cross-border income Medalist) and an ICD.D, He has lectured fund; one of its largest equity offerings ever; at Osgoode Hall Law School and Schulich its fi rst healthcare REIT; its fi rst cross-border School of Business.

Goodmans LLP conducted by Lexpert, Lexpert/American • The 2017 Lexpert/American Lawyer Guide Lawyer Media, Chambers and Partners, to the Leading 500 Lawyers in Canada Goodmans is recognized as one of Canada’s Euromoney, International Financial Law lists 27 Goodmans partners among the pre-eminent business law fi rms, offering Review, Law Business Research, Best Lawyers leading Canadian lawyers excelling in 19 market-leading expertise in M&A, corpor- in Canada and The Legal 500 Canada. practice areas of law. ate and transaction fi nance, private equity, REITs and income securities, real estate, Examples include: • The Canadian Legal Lexpert Directory tax, restructuring, litigation and other busi- 2017 recognizes 80 Goodmans lawyers as ness-related specialties. • In 2017, Goodmans was named Canada’s being top-tier in their fi elds and leaders Law Firm of the Year at the International in 31 distinct areas of law. The fi rm represents a broad range of Financial Law Review’s 12th annual • The Legal 500 Canada (2017) recognizes Canadian and foreign clients, from entre- Americas awards. Goodmans in 13 practice areas. The fi rm preneurial businesses to multinational • IFLR 1000 also ranks our Capital was ranked Tier 1 in the areas of Capital corporations, fi nancial institutions, private Markets, M&A and Restructuring and Markets, Corporate/M&A, Real Estate equity fi rms, pension funds and govern- Insolvency practices top tier and also and Restructuring and Insolvency. ments, and has a reputation for handling recognizes our strength in Banking and • Who’s Who Legal: Canada 2016 recog- challenging problems, often international Finance and Project Finance. nizes 40 Goodmans lawyers across 17 in scope, that demand creative solutions. • The Best Lawyers in Canada 2017 ranks 86 practice areas, as among the best lawyers in Canada. Goodmans’ lawyers are consistently recog- Goodmans lawyers across 39 practice areas, nized by leading surveys of clients and peers as among the best lawyers in Canada.

Norman Steinberg is Chair Emeritus of Co-Chair of the 2007 Centraide (United Norton Rose Fulbright Canada. Way) Campaign of Greater Montreal; former Chair of the Mount Royal Club of Montreal Norm is the former Chair of Norton Rose and the Canadian Club of Montreal; Fulbright Canada and the former Global Co-Chair on a recent capital campaign of Chair of Norton Rose Fulbright, one of the the Montreal Museum of Fine Arts and the largest law fi rms in the world with 4,000 law- Canadian Co-Chair of the Australia-Canada yers located in 58 cities around the world. Economic Leadership Forum.

His career has focused on M&A, corpor- Norm holds a B.Sc. (1971) and a B.C.L. ate fi nance and corporate governance and (1976) from McGill University. He joined the Norman Steinberg he has led legal teams in some of Canada’s fi rm in 1976 and became partner in 1984. He Chair Emeritus — Canada biggest M&A transactions. received the distinction Advocatus Emeritus (Ad. E.) from the Quebec Bar Association. Norm is Vice Chair of the Montreal Symphony Orchestra; Vice Chair of the McGill University Health Centre Foundation;

Norton Rose Fulbright Norton Rose Fulbright is a global law fi rm. issues to provide our clients with practical We provide the world’s preeminent corpor- solutions to the legal and regulatory risks ations and fi nancial institutions with a full facing their businesses. business law service. We have more than 4,000 lawyers and other legal staff based Wherever we are, we operate in accordance in more than 50 cities across Europe, the with our global business principles of qual- United States, Canada, Latin America, ity, unity and integrity. We aim to provide Asia, Australia, Africa, the Middle East, and the highest possible standard of legal ser- Central Asia. vice in each of our offi ces and to maintain that level of quality at every point of contact. Recognized for our industry focus, we are strong across all the key industry sectors: Norton Rose Fulbright Verein, a Swiss fi nancial institutions; energy; infrastructure, verein, helps coordinate the activities of mining and commodities; transport; tech- Norton Rose Fulbright members but does nology and innovation; and life sciences not itself provide legal services to clients. and healthcare. Through our global risk Norton Rose Fulbright has offi ces in more advisory group, we leverage our industry than 50 cities worldwide, including London, experience with our knowledge of legal, Houston, New York, Toronto, Mexico City, regulatory, compliance and governance Hong Kong, Sydney, and Johannesburg.

Dale Ponder is the Firm’s National Guide to the Leading 500 Lawyers in Canada, Managing Partner and Co-Chair, and also Lexpert’s Leading Corporate Lawyers and Best serves on the Firm’s Executive Committee. Lawyers in Canada. As a senior member of the Firm’s Mergers and Acquisitions practice, she has had Dale has spoken extensively on leadership extensive experience throughout her career in professional services industries and has leading transactions relating to public and been recognized repeatedly as one of WXN’s private merger and acquisition matters Top 100 Powerful Women in Canada and and advising boards of public companies. as one of the Top 25 by Canada’s Women of Infl uence organization. She was also Dale’s practice background has focused on the recipient of the 2017 Toronto Lawyers Dale R. Ponder M&A, securities regulation, and corporate Association Award of Distinction, the 2016 Firm Managing Partner & governance. She has represented Canadian Israel Cancer Research Fund Business Chief Executive market leaders in various industry sec- Award of Distinction and a 2013 Lexpert tors with cross-border and international Zenith award. business interests, including the fi nancial services, mining, consumer, and pension Dale is a member of the boards of CREIT plan sectors. In the course of her practice, and Morneau Shepell, the Governors’ she has been recognized as a leading cor- Council of St. Michael’s Hospital porate and M&A lawyer by various peer Foundation, the CGCA Advisory Board ranking publications, including Chambers and the Caldwell Partners Top 40 Under Global: The World’s Leading Lawyers for 40 Advisory Board, and is a mentor in the Business, the Lexpert/American Lawyer Women’s Executive Network.

Osler, Hoskin & practical legal solutions driven by clients’ The structural elements of our fi rm, and Harcourt LLP business needs. Our approach is based on the innovation we bring in the delivery of teamwork and cooperation across offi ces legal services, are shaped by the constantly and practice areas to deliver superior legal evolving needs of our clients and Osler’s advice effi ciently and effectively. internal culture.

At Osler, we believe that our clients want We are constantly evolving and expanding and deserve legal advisors with a singular our service offerings and expertise to ensure dedicated client focus who invest the time that we are able to service our clients as Osler, Hoskin & Harcourt LLP is a leader to understand your organization and your their organization and business evolves in Canadian business law with a singular business needs, understand that the priority and transforms, and as the digital econ- focus — your business. Osler is recognized is always the objectives of the client and can omy grows. Examples of this evolution and for providing business-critical advice and deliver stand-out expertise and experience to expansion include our emerging companies strategic counsel in key industry sectors, the project in order to optimize the prospects practice, our mobile payments and loyalty, and in transactions and litigation for of success — and, importantly, can make a digital marketing, FinTech, privacy and data some of the world’s largest enterprises; difference on the tough calls required, par- management practices. and is a leading full-service law fi rm prac- ticularly in time-constrained situations. tising nationally and internationally from Today, Osler continues to maintain its its offi ces in Toronto, Montréal, Calgary, Our clients include industry and business trusted advisor status with Canadian and Ottawa, Vancouver, and New York. leaders in all segments of the market and international business leaders. We empower at various stages in the growth of their busi- ambitious organizations that are expanding, Osler’s collaborative “one fi rm” approach nesses. For over 150 years, we’ve built a protecting and transforming their busi- draws on the expertise of over 400 law- reputation for solving problems and remov- nesses — a mission we are proud to say that yers to provide responsive, proactive, and ing obstacles. began over 150 years ago.

The primary focus of Rodgin Cohen’s prac- In addition, Mr. Cohen has advised a num- tice is acquisition, regulatory, enforcement ber of major foreign banks in connection and securities law matters for U.S. and with the establishment of offi ces in the U.S. non-U.S. banking and other fi nancial insti- Mr. Cohen also advised the Bank of East tutions and their trade associations, and Asia in its sale of an 80 percent interest in corporate governance matters for a wide its U.S. bank to CIBC. The approval was variety of organizations. the fi rst of its kind for a Chinese bank and paves the way for other leading Chinese Mr. Cohen and S&C are at the vanguard banks to acquire control of depository insti- of critical issues and developments affecting tutions in the United States. fi nancial institutions, and S&C has long been the fi rm of choice for leading global Mr. Cohen provides corporate governance H. Rodgin Cohen fi nancial institutions. advice to Anthem, Boeing, Textron, and Senior Chairman Travelers. He has advised various corpora- For forty years, Mr. Cohen has worked on tions in dealing with activists, including, most refi nancings, capital raising, restructurings recently, Bank of New York/Mellon — Trian and acquisitions, both for companies experi- and Ally-Lion Capital. He also provides cyber- encing fi nancial distress and/or regulatory security advice to a large number of fi nancial diffi culties, and for companies providing and non-fi nancial institutions, both regular fi nancing or as acquirors. During the 2008 clients and as special assignments. Financial Crisis, Mr. Cohen and Sullivan & Cromwell represented numerous major In the securities area, Mr. Cohen worked global fi nancial institutions. on the fi rst public offering in the United States by a non-U.S. bank (Barclays) and on Mr. Cohen focuses on a wide variety of regu- a number of other offerings in the United latory and enforcement matters involving the States by non-U.S. banks. fi nancial services industry. He works with all the bank regulatory agencies, as well as mul- Mr. Cohen is or has been a member of tiple other governmental agencies, on behalf the FDIC Systemic Resolution Advisory of numerous U.S. and non-U.S. fi nancial Committee, the National Security Agency institutions and trade associations. Cyber Awareness Panel, the Treasury Advisory Committee on the Auditing In the acquisitions area, Mr. Cohen has been Profession, The New York State Commission engaged in most of the major bank acqui- to Modernize the Regulation of Financial sitions in the United States, representing Services and the Board of Trustees for the clients in transactions of enormous strategic United States Council for International signifi cance. He has also served as lead coun- Business. He was one of the leading partici- sel in a number of major acquisitions in the pants in the bank negotiations to free the insurance industry, including ACE-Chubb, Iranian hostages and in the development of Anthem-WellPoint and Manulife-Hancock. a new protocol for international payments.

Sullivan & Cromwell LLP The Firm’s lawyers work as a single part- companies; fi nancial institutions; private nership without geographic division. S&C funds; governments; educational, charitable Sullivan & Cromwell LLP provides the hires the very best law school graduates and and cultural institutions; and individuals, highest quality legal advice and representa- trains them to be generalists within broad estates and trusts. S&C’s client base is tion to clients around the world. The results practice areas. The Firm promotes lawyers to exceptionally diverse, a result of the Firm’s the Firm achieves have set it apart for more partner almost entirely from among its own extraordinary capacity to tailor work to than 130 years and have become a model associates. The result is a partnership with specifi c client needs. for the modern practice of law. Today, S&C a unique diversity of experience, exceptional is a leader in each of its core practice areas professional judgment and a demonstrated S&C comprises more than 875 lawyers and in each of its geographic markets. history of innovation. who serve clients around the world through a network of 13 offi ces, located in leading S&C’s success is the result of the quality Clients of the Firm are nearly evenly div- fi nancial centers in Asia, Australia, Europe, of its lawyers, the most broadly and deeply ided between U.S. and non-U.S. entities. and the United States. The Firm is head- trained collection of attorneys in the world. They include industrial and commercial quartered in New York.

Cornell Wright, co-head of the M&A Legal Media Group/Euromoney’s IFLR1000 Practice at Torys LLP, is a leading corporate The Guide to the World’s Leading Financial lawyer with extensive experience in M&A Law Firms — Leading Canadian lawyer in and corporate fi nance transactions. He has capital markets (2016), fi nancial and corpor- acted as lead counsel for some of Canada’s ate (2016) and M&A (2017) largest companies on their most signifi cant transactions. He also advises senior manage- Representative Work ment, boards of directors, and shareholders • Loblaw in its C$12.4 billion acquisition of on corporate governance matters. Shoppers Drug Mart Corporation, one of Canada’s most recognized retail brands Cornell Wright Cornell has acted for bidders, targets, and • Loblaw in its C$170 million acquisition Co-Head of M&A Practice controlling shareholders in the full spectrum of QHR Corporation of public and private merger and acquisition • Brookfi eld Asset Management in the transactions, including negotiated and con- spinoff of its commercial property oper- tested acquisitions and divestitures, minority ations to create Brookfi eld Property investments, and carve-out transactions. Partners L.P. Cornell is a member of the fi rm’s • Scotiabank in its C$2.3 billion acquisi- Executive Committee. tion of DundeeWealth Inc. Community Involvement Recognition Cornell is a director and Vice Chair of the Best Lawyers’ Best Lawyers in Canada National Ballet of Canada and a trustee of — Leading lawyer in corporate law and mer- University Health Network, Canada’s lar- gers and acquisitions law (2015–2017) gest academic health sciences centre.

Chambers & Partners’ Chambers Canada He is also a special advisor to the Loran — Leading lawyer in Ontario, corporate/ Scholars Foundation and a former director commercial (2016–2017) of The Learning Partnership.

Torys LLP Our expertise extends to a number of key welcome the opportunity to discuss fee industry sectors including: fi nancial servi- arrangements that best suit particular cir- Torys LLP is a full-service business law fi rm ces, life sciences, infrastructure, technology, cumstances. An increasing amount of our with a reputation for quality, innovation, retail and consumer products, energy (oil work is now priced using an alternative to and teamwork. Our experience, our collab- and gas, power), mining and metals, and hourly billing. orative practice style, and the insight and manufacturing. creativity we bring to our work, have made Torys is consistently recognized as one of us our clients’ choice for their largest and Torys has a strong collegial culture and team- Canada’s leading law fi rms. In a recent most complex transactions, as well as for based approach to managing and resolving Chambers Global Guide, Chambers & general matters where judgment and stra- legal issues. We are a tight-knit group that Partners praised Torys as an “outstand- tegic advice are key. knows each other well and enjoys working ing fi rm with world-leading expertise and together. We draw on the strength of our exceptional bench strength”. Their most We provide Canadian, U.S., and global legal culture and structure to deliver the bes t of recent survey ranked 51% of our partners services in a range of key practices including: our fi rm to every client. as “leading lawyers.” lending and fi nance, capital markets, private equity, real estate, mergers and acquisitions, We approach billing as a key aspect of our intellectual property, competition, litigation partnership with clients, and to us that The fi rm operates from offi ces in Toronto, and dispute resolution, regulatory, tax and means providing exceptional quality and Montréal, New York, Calgary, and our Legal pensions, and employment. service at a cost that refl ects its value. We Services Centre in Halifax, Nova Scotia.