ontario superior court of justice … list court file no. cv-16-11425-00cl ontario superior court of...

Commercial List Court File No. CV-16-11425-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OF THE INSURANCE COMPANIES ACT, R.S.C. 1991 c. 47,

AS AMENDED, AND THE MUTUAL PROPERTY AND CASUALTY

INSURANCE COMPANY WITH NON-MUTUAL POLICYHOLDERS

CONVERSION REGULATIONS, SOR/2015-168

AND IN THE MATTER OF A PLAN OF CONVERSION OF

ECONOMICAL MUTUAL INSURANCE COMPANY


Applicant

MOTION RECORD (motion by Torys LLP for appointment as counsel for eligible non-mutual policyholders)

August 12, 2016 Torys LLP

79 Wellington St. W., 30th Floor

Box 270, TD South Tower

Toronto, ON M5K 1N2

Fax: 416.865.7380

Sheila Block (LSUC #: 14089N)

Tel: 416.865.7319

Email: [email protected]

TO: Osler, Hoskin & Harcourt LLP1 First Canadian Place6200-100 King Street WestToronto, ONM5X 1B8Fax: 416.862.6666

Mark GelowitzTel: 416.862.4743Email: [email protected]

TABLE OF CONTENTS

Tab Document Page No.

1 Notice of Motion dated August 12, 2016 1

2 Affidavit of Blair Keefe sworn August 11, 2016 6

Exhibit “A” – List of significant matters that are relevant tothe mandate

23

Exhibit “B” – Curriculum vitae of the proposed teammembers

27


ONTARIO


COMMERCIAL LIST

IN THE MATTER OF THE INSURANCE COMPANIES ACT, R.S.C. 1991 c. 47,

AS AMENDED, AND THE MUTUAL PROPERTY AND CASUALTY

INSURANCE COMPANY WITH NON-MUTUAL POLICYHOLDERS


AND IN THE MATTER OF A PLAN OF CONVERSION OF



Applicant

NOTICE OF MOTION

(motion by Torys LLP for appointment as counsel for eligible non-mutual policyholders)

Torys LLP will make a motion to Justice Hainey on September 19, 2016, at 10:00 a.m. or

as soon after that time as the motion can be heard at the court house, 330 University Avenue, 7th

Floor, Toronto, Ontario, M5G 1R7.

PROPOSED METHOD OF HEARING: The motion is to be heard

[ ] in writing under subrule 37.12.1(1) because it is;

[ ] in writing as an opposed motion under subrule 37.12.1(4);

[X] orally.

THE MOTION IS FOR

(a) an order appointing Torys LLP as Counsel for eligible non-mutual policyholders

of the Economical Mutual Insurance Company;

(b) an order permitting the sealing of a list of confidential client matters, as set out in

the affidavit of Blair Keefe; and

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(c) such further and other relief as counsel may advise and this Honourable Court

deem just.

THE GROUNDS FOR THE MOTION ARE the following.

(a) Economical Mutual Insurance Company (“Economical”) has initiated a process

for conversion from its current mutual structure into a company with common

shares, typically referred to as “demutualization”.

(b) The process has now entered Phase 3, which includes the court process,

negotiation of the allocation of the benefits of the demutualization and

development of the detailed conversion proposal. A component of Phase 3 is the

appointment of counsel and policyholder committees.

(c) Paragraph 4 of the Order of Justice Hainey dated July 15, 2016, sets out the

material to be prepared by counsel seeking appointment as counsel for the eligible

non-mutual policyholders. The affidavit of Blair Keefe provides the information

required by the Order.

No Conflicts

(d) There are no conflicts of interest with the mutual policy holders. Two partners at

Torys and their spouses are eligible non-mutual policyholders with Economical.

Although that does not raise a conflict of interest, if appointed as counsel to the

non-mutual policyholders, Torys would put ethical walls in place restricting those

partners from accessing confidential information regarding this engagement.

Current Relationships

(e) Torys does not currently act for or opposite Economical. Although it does act for

and opposite other property and casualty insurance companies, none of the

matters on which Torys acts would raise a conflict if Torys acted for the non-

mutual policyholders. Torys seeks to file a confidential list of those matters with

the presiding judge under seal to protect client confidentiality.

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Relevant Experience of Proposed Torys Team Members

(f) Torys is a well established and well regarded firm. The proposed Torys team

brings a depth of expertise in financial law, corporate law, mediation, arbitration,

and major corporate restructuring, including a deep expertise in demutualization.

Torys team members have the experience, resources and capability to work

through the issues and bring this matter to a successful conclusion.

Proposed Torys Team Members

(g) The proposed Torys team consists of Blair Keefe, Richard Balfour, Sharon

Geraghty, The Hon. Frank Iacobucci and Sheila Block. Each proposed team

member is a very senior practitioner with decades of experience in the areas of

law that will be relevant to the issues in this demutualization.

Fee Proposal

(h) Torys has set out proposed fee arrangements in its materials. These include a

blended rate and an alternative based on Economical’s fee arrangements with its

counsel.

THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the

motion:

(a) the affidavit of Blair Keefe, sworn August 11, 2016 and exhibits thereto;

(b) the confidential list of matters to be filed with the presiding judge, as directed;

and

(c) such further and other evidence as the lawyers may advise and this Honourable

Court permit.

August 12, 2016 Torys LLP

79 Wellington St. W., 30th Floor

Box 270, TD South Tower

Toronto, ON M5K 1N2

Fax: 416.865.7380


Tel: 416.865.7319


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TO: Osler, Hoskin & Harcourt LLP

1 First Canadian Place

6200-100 King Street West

Toronto, ON

M5X 1B8

Fax: 416.862.6666

Mark Gelowitz

Tel: 416.862.4743


04



Applicant

ONTARIO


COMMERCIAL LIST

Proceeding commenced at TORONTO

NOTICE OF MOTION

TORYS LLP

79 Wellington St. W., Suite 3000

Box 270, TD Centre

Toronto, ON M5K 1N2

Fax: 416.865.7380


Tel: 416.865.7319

05


ONTARIOSUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OF THE INSURANCE COMPANIES ACT, R.S.C. 1991 c. 47,AS AMENDED, AND THE MUTUAL PROPERTY AND CASUALTYINSURANCE COMPANY WITH NON-MUTUAL POLICYHOLDERS


AND IN THE MATTER OF A PLAN OF CONVERSION OFECONOMICAL MUTUAL INSURANCE COMPANY


Applicant

AFFIDAVIT OF BLAIR KEEFE

I, Blair Keefe, of the town of Oakville, in the Province of Ontario, MAKE OATH AND

SAY:

1. I am a senior partner at Torys LLP, and as such, have knowledge of the matters contained

in this affidavit. To the extent that I have obtained information from others, I believe those facts

to be true.

2. Economical Insurance has initiated a process for conversion from its current mutual

structure into a company with common shares, typically referred to as “demutualization”. The

process has now entered Phase 3, which includes the court process, negotiation of the allocation

of the benefits of the demutualization and development of the detailed conversion proposal. A

component of Phase 3 is the appointment of counsel and policyholder committees. Torys is

applying to be appointed counsel for the non-mutual policyholders.

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Why Appoint Torys

3. Overview of Our Relevant Experience. Torys has deep relevant experience to draw on:

(a) Demutualizations and policyholder rights: Torys has been at the centre of

demutualization activity in Canada. We led the two largest demutualizations of

Canadian insurance companies and the Canadian aspects of the second largest

U.S. demutualization. We were closely involved in the development of the

regulations that will govern Economical’s demutualization and we advised the

next largest mutual property and casualty insurer when it considered

demutualization under those regulations. We have litigated some of the most

challenging cases relating to demutualizations and policyholder rights.

(b) Financial institutions: We have deep Canadian financial institution expertise.

We have provided regulatory advice to all the major Canadian financial

institutions and a number of smaller and mid-sized institutions, and also have

acted and continue to act for many of those institutions on a wide range of other

matters. These include complex corporate and securities transactions, plans of

arrangement, joint ventures, commercial contracts and high stakes litigation.

Through these matters, we have worked extensively and collaboratively with

financial regulators, including the Office of the Superintendent of Financial

Institutions (OSFI), Economical’s principal regulator, and developed an intimate

knowledge of the industry and the key drivers of these businesses.

(c) Mediation and dispute resolution: We act on numerous mediations and disputes

for a wide range of clients. Our proposed team includes skilled negotiators and

one of the country’s most respected mediators with a strong record of finding

ways to forge a consensus and settle difficult litigation.

(d) Innovation and complexity: We regularly act on innovative and complex matters

and have demonstrated our skills as creative problem solvers who get deals done

and successfully negotiate complex multi-party transactions.

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4. Our Team. We have assembled a team of committed professionals who are respected

leaders in their fields and who we believe are the best in the country at what they do. They have

exceptional experience in demutualizations and other relevant matters. They have collaborated

together for many years, know how to draw on the strength of the entire firm, and enjoy working

together to solve complex legal problems.

5. Our Commitment to Our Clients and the Process. Torys is committed to this process

and to providing value to the stakeholders. Our goal is to help the process run smoothly and

reach an efficient and effective conclusion. We are proposing the strongest possible team we

have to work on this, and have a plan for doing so at a cost that fairly reflects the value we can

deliver both to the non-mutual policyholders and to the process.

Specifics of Our Relevant Experience

6. Our team has extensive relevant expertise in all of the areas noted in the Order: financial

law, securities law, mediation, arbitration and in major corporate transactions and restructurings

such as plans of arrangement. I have described our relevant experience below, organized into

categories we believe to be most relevant to the mandate. I have also attached as Exhibit “A” a

list of those and other examples of significant matters on which we have advised that are relevant

to this mandate.

7. Demutualizations and Policyholder Rights. Knowledge of demutualizations and how

they work will be critical to a successful negotiation for the non-mutual policyholders.

8. Demutualizations demand unique skills. Mutual companies have unique governance and

ownership structures which must be converted into a more well-developed shareholder-owned

corporate structure; the path to doing this is challenging and requires:

(a) the ability to handle significant complexity;

(b) an understanding of policyholder, regulatory and technical actuarial concepts of

the policy, regulatory and governance issues surrounding the demutualization

process;

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(c) experience in developing allocation formulas that will stand the test of being

applied to thousands of different circumstances in a fair and equitable manner;

(d) judgment, problem-solving, negotiation and mediation skills that will assist

parties to resolve the multitude of issues that invariably arise, in reasonable and

practical ways; and

(e) communication and governance skills to be able to convey key points to decision-

makers with a wide range of skills and backgrounds, help them fulfill their

obligations, and navigate to a successful conclusion.

Torys has consistently been at the centre of demutualization activity in Canada and has

demonstrated all of these skills in acting on those and other matters.

9. Torys acted as counsel to Sun Life Assurance Company in its demutualization, which

included a C$1.8 billion global initial public offering of common shares, and as counsel to

Manulife Financial in its demutualization, which included a C$2.5 billion global initial public

offering of common shares. These transactions were the two largest demutualizations of

Canadian insurance companies and among the most complex of any demutualizations in the

world, given the number of countries in which the companies carried on business. At the time

they were initiated, no regulations existed and we worked closely with government officials to

develop a regime for demutualizations which largely became the template for the regulations

applicable to Economical’s proposed demutualization. On both demutualizations, we worked

closely with company management and the appointed and independent actuaries to develop

allocation formulas that were considered fair and equitable to all policyholders, were

resoundingly approved by policyholders and resulted in the creation of two leading Canadian

public companies. Both remain our clients, and we have drawn from the lawyers at Torys who

led those transactions and continue to act for those clients on an ongoing basis in assembling the

proposed team for this matter. None of the key lawyers on those teams has left to join a

competing law firm and we have therefore been able to draw from those key lawyers in

proposing the team for this matter. I was in charge of regulatory matters in both transactions and

Richard Balfour (another member of our proposed team) led the Torys team in the Sun Life

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demutualization and was seconded full time to Sun Life for over two years during the

demutualization.

10. Our demutualization work, however, does not stop with those two major transactions. I

was closely involved in the development of the regulations that will govern Economical’s

demutualization, commenting on the proposed regulations, meeting with government officials

and representatives and advising Gore Mutual, the next largest mutual property and casualty

insurer subject to the regulations, in its consideration of various strategic alternatives, including a

possible demutualization under those regulations. Our retainer with Gore commenced early in

2011 and ended on April 21, 2016, by which time Gore had decided not to pursue a

demutualization and had significantly increased its number of mutual policyholders.1

11. We also advised Metropolitan Life on the Canadian aspects of its demutualization and led

the initial public offering of the shares of TSX Group (now TMX Group), historically a non-

share capital, member-owned company, on the initial public offering of common shares that

implemented its demutualization; this made TSX Group the first publicly traded North American

stock exchange. Richard Balfour and Sharon Geraghty (both members of our proposed team) led

the Torys team on that matter.

12. We have also acted on numerous significant policyholder litigation matters, which has

given our team a deep understanding of policyholder rights and the relationship between insurers

and their policyholders. We successfully defended Manulife in the trial of an Ontario class

action commenced by its Barbados policyholders seeking demutualization benefits. Our team

won the subsequent appeal to the Ontario Court of Appeal and successfully resisted leave to

appeal to the Supreme Court of Canada. We acted for Great West Life and London Life in the

policyholder class action by participating policyholders alleging inappropriate use of the assets

of the participating account in the financing of the acquisition of London Insurance Group.

Sheila Block (another member of our proposed team) led both those cases and I provided

regulatory advice on them.

1 We have permission from Gore Mutual to disclose this engagement.

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13. Financial Institutions. We would draw on our deep knowledge of the Canadian

financial institution regulatory environment to help bring the Economical demutualization to a

successful conclusion for the non-mutual policyholders.

14. Torys has long been recognized as having one of the leading financial institutions

practices in Canada. Our clients include the six largest Canadian banks, the three largest life

insurance companies and several major property and casualty insurers, as well as a multitude of

other financial institutions. Our work for financial institutions includes mergers and acquisitions,

financings and other major corporate transactions, as well as dispute resolution across a wide

range of issues. Our proposed team members have a keen interest in the insurance business as a

result of acting extensively for insurers, and have dealt closely with their directors and senior

management, as well as their actuaries and auditors. As a result, we have a strong understanding

of the complex regulatory and financial framework in which insurance companies operate and

have worked through many challenging actuarial and accounting issues with them, all of which

we believe would be helpful in representing the non-mutual policyholders.

15. I am one of the few lawyers in Canada whose practice focuses exclusively on regulatory

matters affecting financial institutions. In spite of the highly competitive nature of the sector,

several major Canadian institutions regularly seek my advice on regulatory matters of

significance to them and government officials and regulators often consult with me on new

developments. We are also frequently retained by industry associations, such as the Canadian

Bankers Association and the Canada Life and Health Insurance Association, as well as the

compensation funds for the life insurance industry and the property and casualty industry.

16. Mediation and Dispute Resolution. The proposed Torys team includes senior advisors

with the proven experience and judgment necessary to assist in managing the negotiation process

between the policyholder committees. We have acted on numerous confidential mediations and

have negotiated settlements in many difficult and hotly contested cases. In addition, the

Hon. Frank Iacobucci (a member of our proposed team) has worked on high profile, public

mediations in his role as Canada’s representative leading discussions toward a resolution of the

legacy of Indian residential schools and his continuing work representing Ontario in its

negotiations on the Ring of Fire. He also acted for Ontario in its negotiations with the

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Asubpeeschoseewagong First Nation (or Grassy Narrows First Nation) concerning forestry

issues and in Ontario’s negotiations with the Saugeen First Nation concerning commercial

fishery issues. He is frequently sought out as a private mediator for difficult and sensitive cases.

17. Innovation and Complexity. Clients come to Torys when they need creative

approaches to their most challenging matters. We navigate difficult governance issues. We

successfully negotiate multi-party multi-stakeholder processes. We get deals done. We would

bring these skills to advising the court on appropriate criteria for selecting committee members,

negotiating the allocation of demutualization benefits between Economical’s non-mutual and

mutual policyholders and ultimately guiding the committee in identifying and weighing the

factors it should take into account in negotiating and approving the allocation of demutualization

benefits.

18. The members of the proposed team have been engaged in many projects requiring them

to find solutions to novel problems, handle complex transactions and resolve the toughest

disputes. Below are a few examples, with references to the members of our proposed team

(described on pages 10-13):

(a) We acted on the only successful major restructuring in the past 25 years of a

publicly traded Canadian financial institution holding company, Royal Trustco,

while it was under intense financial pressure. Its assets were sold to Royal Bank

of Canada, with the troubled assets remaining with Royal Trustco and its capital

structure being reorganized through a plan of arrangement that required approval

from holders of numerous classes of share and debt securities in multiple

jurisdictions. (Our proposed team members involved: Sharon Geraghty, Blair

Keefe)

(b) On the acquisition by our client Thomson Corporation of Reuters Group, to form

Thomson Reuters, we developed Canada’s first “dual listed company” structure,

under which the two companies remained separate legal entities with separate

stock exchange listings but were managed and operated, under a complex set of

arrangements, as if they were a single economic enterprise. (Our proposed team

member involved: Richard Balfour)

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(c) We acted for Ontario in the $1.83 billion initial public offering of Hydro One

Limited (and subsequent C$1.97 billion second tranche), including restructuring

the ownership and governance of Hydro One, managing competing stakeholder

interests and public policy issues, and negotiating the proposed merger of one of

its urban utilities with three other urban utilities owned by multiple municipalities

and a pension fund. We also negotiated agreements under which Ontario sold

shares to Hydro One’s two major unions and an agreement in principle under

which Ontario proposes to sell additional Hydro One shares to a consortium of

133 First Nations. (Our proposed team members involved: Sharon Geraghty,

Richard Balfour, Sheila Block)

(d) We acted as lead counsel for the postal administrations of Germany, France,

The Netherlands, Sweden and Canada in the creation of an international courier

industry joint venture with TNT Limited, then an Australian public company.

This was the first step taken by postal administrations into the courier business, a

development that ultimately transformed that industry and led to widespread

postal privatizations, including those in Germany and The Netherlands. It is also

one of the very few instances in which a Canadian law firm has acted for foreign

governments in a major business transaction. (Our proposed team member

involved: Richard Balfour)

(e) We represented TMX Group in its proposed merger with London Stock Exchange

Group and its eventual sale by way of a take-over bid and plan of arrangement to

Maple Group, a consortium of Canadian financial institutions. The transactions

occurred in a highly scrutinized public process that took place over years and

involved negotiating with multiple regulators to resolve complex regulatory and

public policy issues. (Our proposed team members involved: Richard Balfour,

Sharon Geraghty)

(f) We acted for Manulife on its acquisition of John Hancock and the subsequent

restructuring of its Canadian operations. (Our proposed team member involved:

Blair Keefe) We also acted on Manulife’s C$2.5 billion offering of common

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shares and $3 billion loan by a consortium of Canadian banks during the financial

crisis. (Our proposed team members involved: Sharon Geraghty, Blair Keefe)

(g) We acted for Sun Life in its over C$7 billion acquisition of Clarica Life (a

previously demutualized insurance company), and Sun Life’s acquisition and

eventual disposition of its ownership stake in CI Financial Income Fund (now

CI Financial) to Scotiabank. (Our proposed team member involved: Richard

Balfour)

(h) We acted as counsel to Infrastructure Ontario in the assessment and development

of the structure for “Supercorp”, which was to have been the holding company

and operator of the four major business corporations of the Province of Ontario

(Hydro One, OPG, OLG and the LCBO) and a publicly listed company.

Supercorp would have been a unique combination of ownership by government

and private sector shareholders if the Province had ultimately determined to

proceed with the transaction. (Our proposed team member involved: Richard

Balfour)

(i) We acted for CanWest Global in its take-over bid for WIC Communications and

the competing bid by Shaw Communications, the ensuing litigation before three

securities commissions and the Ontario courts, and the subsequent restructuring

agreement to divide WIC’s assets on a tax effective basis between its shareholders

and the competing bidders. (Our proposed team members involved: Sharon

Geraghty, Sheila Block)

19. The Torys teams on those matters drew on the firm’s collective technical, mediation,

negotiation and crisis management skills, together with their patience and determination, to bring

each to a successful conclusion. As is indicated, our proposed team for this transaction draws

extensively from the lawyers who led those matters, maximizing the potential to deploy our

relevant experience and expertise.

20. There will be a need for both innovation and a deep understanding of demutualizations

and the insurance industry in this complex and unprecedented matter. From my significant

experience gained in the Sun Life and Manulife demutualizations and my role in advising Gore

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Mutual on the regulations that will govern Economical’s proposed demutualization, I am aware

of important differences between the life insurance company demutualizations and the

demutualization being undertaken by Economical. The principles we worked out for the life

insurance company demutualizations will be important and no doubt invaluable background, but

there will need to be substantive changes to deal with the differences between the life insurance

and the property and casualty insurance businesses, their histories and the economic

circumstances affecting policyholders.

21. I believe with the team we propose, Torys has the knowledge, expertise and experience

with the issues at play in this engagement that will provide such efficiencies and economies as

can be had in the handling of this retainer. From what I know of the dynamics that may arise,

based on the history of the life company demutualizations where participating policyholders

were the recipients of the benefits and, among other things, the expectations which might have

been created by Economical in its submissions to government authorities on the mutual

policyholder ownership interest in the Company, there could be extensive and difficult

negotiations between the two policyholder committees. It is certainly the case that both sets of

policyholders have a significant incentive to come to a deal, but each group may have very

different expectations. In this regard, having the mediation expertise of Frank Iacobucci could

be invaluable, for both mutual and non-mutual policyholders as they will only benefit if a deal

can be reached. Mr. Iacobucci has successfully achieved consensus in a number of sensitive and

difficult negotiations and the key goal, for both sides in this case, is to reach a deal in what may

turn out to be sensitive and difficult negotiations.

Proposed Team

22. Our proposed team brings a depth of expertise relevant to this mandate that is second to

none. I attach as Exhibit “B” a curriculum vitae for each of the proposed team members.

23. I would lead the file and act as our financial institutions regulatory lead and expert on

demutualizations. I head our Financial Institutions Group. My practice focuses solely on

corporate and regulatory issues relating to financial institutions, including mergers and

acquisitions and corporate finance. I was the lead regulatory lawyer and played a pivotal role in

both the Manulife and Sun Life demutualizations, as well as the restructuring of Royal Trustco,

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and for the last five years, I have been advising Gore Mutual on strategic initiatives, including a

possible demutualization. Over the past two decades I have provided advice on virtually every

significant financial institution transaction and dispute involving regulatory issues in which our

firm has been involved.

24. Richard Balfour would be a key senior advisor on the team, helping us develop creative

solutions and structure a successful transaction, and advising on governance of the policyholder

committee. Richard is also a demutualization expert and brilliant problem-solver, having led

both the Sun Life demutualization and the TMX initial public offering. Richard has led some of

our most innovative transactions. He was a key developer of the structure for the Thomson

Reuters dual listed company. He led Sun Life’s Clarica acquisition and its disposition of its

interest in CI Financial Income Fund to Scotiabank. Together with Sharon Geraghty, he led the

TMX/LSEG/Maple Group transaction. He also advised on governance, legislative and policy

issues arising on the Hydro One IPO and led the creation of the international courier industry

joint venture involving Germany, France, The Netherlands, Sweden, Canada and TNT Limited.

25. Richard’s practice focuses on corporate and securities law, and he has substantial

experience as lead counsel in mergers and acquisitions, both public and private, and both

Canadian and international; public and private offerings of securities, both Canadian and

international, including privatizations and demutualizations; and advising securities regulators

and governments on regulation of securities markets, including legislative drafting.

26. Sharon Geraghty would be responsible for deal execution. Sharon acted for Royal

Trustco in its restructuring and for Trilon on its sale of London Life to Great West Life, led the

initial public offering for Ontario of Hydro One, acted for CanWest on the restructuring of WIC

and for Sky Dome in its restructuring and sale, and together with Richard Balfour, led the

TMX/LSEG/Maple Group transactions. She also led the team acting for Manulife on its

financings during the financial crisis and was closely involved with the team advising Manulife

in the securities class actions concerning its disclosure of risk management and equity market

risk associated with its variable annuity products. She is currently responsible for the firm’s

relationship with Sun Life Financial and National Bank, among others.

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27. Sharon is a leading practitioner in the areas of mergers and acquisitions, corporate

governance and securities law. She has led domestic and cross-border acquisitions, takeover

bids and plans of arrangement in both public and private markets. Sharon regularly acts for

multinational corporations in a wide range of industries. In addition to Sun Life and National

Bank, Sharon’s clients include TMX and Rogers Communications. Sharon also advises

companies, directors and shareholders on corporate governance and securities compliance

matters. In all these roles, Sharon has engaged in complex, multi-party negotiations.

28. The Hon. Frank Iacobucci joins our team as our lead mediator. Frank, together with

Sheila Block and I, would play a key role in assisting the court in considering applicants for the

policyholder committee and would advise on our approach to negotiations with the other

policyholder committee.

29. Frank joined Torys as Counsel in September 2004 after retiring as a Justice of the

Supreme Court of Canada. Frank advises government and business on important legal and

policy matters. Frank will bring to the team a unique perspective as a former member of the

Ontario Securities Commission, Deputy Minister of Justice and Deputy Attorney General, lead

director and chair of the Nominating and Governance Committee of Tim Hortons and chair of

the Board of Torstar Corporation and chair of its Nominating and Governance Committee. Frank

currently acts as the Conduct Review Advisor for Canada Pension Plan Investment Board,

reporting to the Chair of the Board on code of conduct and ethics issues.

30. Sheila Block is the chair of our litigation practice and a well-recognized trial and

appellate counsel. Sheila would manage the court process and advise on all litigation matters

arising on the file. She will be assisting the court in considering applicants for the policyholder

committee, together with Frank Iacobucci and me, and in developing the committee’s

governance structure to ensure a fair and reasonable governance and reporting process is

established for the non-mutual policyholder committee.

31. As lead counsel on two important policyholder cases, she gained deep familiarity with

policyholder rights and disputes, having successfully defended Manulife in its demutualization

class action and acted for Great West Life and London Life in the successful defence of a

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policyholder class action by participating policyholders alleging inappropriate use of the assets

of the participating account in the financing of the acquisition of London Insurance Group.

32. Sheila has acted for clients as diverse as Québec, Barrick Gold, Coors, Ontario First

Nations, former Toronto Mayor Mel Lastman, the NHL Players Association and Associate Chief

Justice Lori Douglas and teaches advocacy to lawyers here and internationally.

Fee Proposal

33. Background to Proposed Fees. The parties will face significant uncertainties from now

until a successful end to the engagement. Those uncertainties are largely driven by the process

laid out in the regulations governing the demutualization. In particular:

(a) Complex, unprecedented transaction: Demutualizations are always complex, but

this one has no precedent. The process was developed with the small number of

Canadian mutual property and casualty insurers with both mutual and non-mutual

policyholders in mind and is unique. It will require strong leadership, a nimble

and experienced team and the commitment of experts and team members

available on short notice. Torys has demonstrated success on numerous

innovative matters. We know that the path to success usually involves unforeseen

twists and becomes apparent only as the process unfolds.

(b) Parties must reach agreement: Normally the company being demutualized

drives the process and presents a deal to stakeholders for approval. However,

here the committees for the two groups of policyholders will also play a central

role and must reach agreement for the transaction to proceed. There will be

differences of view that have to be reconciled. Neither group can control the

approach that the other will take or the avenues that the other will insist be

pursued.

(c) Unique client composition: Counsel will take instructions from a committee that

has not yet been formed and whose background and experience are unknown.

The committee must respond to whatever unfolds, which will not be in its control.

Its responsibilities are unique, because the process is novel. The committee

members will require counsel’s advice and judgment to help them meet those

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responsibilities, as well as regular briefings and reporting. It will retain experts

and will require assistance in reviewing their advice. All phases of the process

could be difficult and time consuming. For example, all non-mutual

policyholders (over 630,000) are eligible to apply to be part of the policyholder

committee. Even if only 1/2 of one percent of these eligible policyholders apply

to be a member of the committee, it would result in over 3,000 applications which

would need to be evaluated in a fair and transparent process and a small number

of applicants would need to be interviewed in person before we would feel that

we would be in a position to assist the court in considering who would be

appropriate members of the committee. In addition, the Company is required to

publish the names of the selected legal counsel on its website, which could result

in a significant volume of questions and inquiries from eligible policyholders. As

a result, the precise scope of this work cannot be predicted in advance.

34. Blended Rate Fee Proposal. We propose to charge a blended rate of $575 per hour for

lawyers and $175 per hour for other professional timekeepers such as articling students and

paralegals, in each case excluding tax and disbursements. This will allow the committee to

obtain the expert advice it needs, access our deep bench strength and benefit from the continuous

oversight of our senior team members, all at the same predictable hourly cost that is substantially

below the regular hourly rates of all the key, senior members of our team. We have had many

clients work on a blended fee basis, which we find well suited to projects that require strong

senior expertise, large teams and surge power over an extended period of time. We have

received consistently positive feedback on these arrangements. As an alternative, if the

Company has established a fee discount arrangement for its counsel, we would be willing to

adopt that.

35. Fee Estimate. Our fees for this matter would depend on how much work is required.

For the reasons noted above, that is highly uncertain and depends on other parties and matters

outside the control of the non-mutual policyholder committee and its counsel. However, based

on other large projects on which we have worked, and recognizing that this matter will represent

only part of the legal work required for the demutualization, we estimate that the total number of

professional hours required by our firm would range from 3,200 to 5,400 hours, with about 80%

19

- 15 -

of those being by lawyers and the balance by articling students and paralegal staff. Our

estimated fees would therefore be in the range of $1.6 to 2.7 million. To put that in context, this

represents roughly 20% of the range of total hours on the Manulife demutualization,2 the Royal

Trustco restructuring and sale and the TMX proposed merger with LSEG and sale to the Maple

Group, all of which were major complex transactions, but for which we were also responsible for

implementation. As well, the hours spent on the negotiation and implementation of the Ontario

First Nations revenue sharing arrangements fall directly in our estimated range. That was

primarily a complicated negotiation, similar to the engagement here.

36. Alternative 2-Step Process. Because it is critical to select the right counsel and

important to have counsel operate under a reasonable fee arrangement, we propose that the court

consider following a two-step process. Under that approach, the court would first assess the

merits of the various proposed counsel, their teams and expertise and choose the firms with the

best qualifications. Next, the court would assess the reasonableness of the various fee proposals

and choose one or more fee proposals that the court finds superior. The court could then allow

the teams with the best qualifications to respond to the fee proposals that the court has

determined are superior. This would allow the court to pick the most meritorious team that is

willing to adopt one of the superior fee proposals.

Conflicts

37. Conflicts of Interest with Non-Mutual Policyholders. Torys does not act for the

mutual policyholders or any group of them in connection with Economical’s proposed

demutualization. None of our partners, nor their spouses or children living with them, are mutual

policyholders with Economical. Two of our partners and their spouses are eligible non-mutual

policyholders with Economical. Although that does not raise a conflict of interest if we are

appointed as counsel to the non-mutual policyholders, we would put ethical walls in place

restricting those partners from accessing confidential information regarding this engagement.

2 We excluded the Sun Life demutualization from this comparison, because it involved a number of other pre-demutualization transactions and therefore substantially exceeded the average on the other deals.

20

Commercial List Court File No. CV-16-11425-00CLECONOMICAL MUTUAL INSURANCE COMPANYApplicant

ONTARIOSUPERIOR COURT OF JUSTICE

COMMERCIAL LIST


AFFIDAVIT OF BLAIR KEEFE

TORYS LLP79 Wellington St. W., Suite 3000Box 270, TD CentreToronto, ON M5K 1N2Fax: 416.865.7380

Sheila Block (LSUC #: 14089N)Tel: 416.865.7319

22

Experience

1

Examples of our experience acting on matters relevant to the current mandate

Demutualizations

We advised

Gore Mutual Insurance Company in its review of potential strategic alternatives, including a possible

demutualization

Sun Life Assurance Company of Canada in its demutualization, including a C$1.8 billion global initial public

offering effected on the TSX, NYSE, LSE and PSE

Manulife Financial in its demutualization, including a C$2.5 billion global initial public offering of common

shares in Canada, the United States, Hong Kong and the Philippines

Metropolitan Life, then the second-largest insurance company in the United States, in the Canadian aspects

of its demutualization

TSX Group in its C$393 million initial public offering of common shares in Canada and listing on the Toronto

Stock Exchange, the first public offering and listing by a stock exchange in North America

Mediation and Dispute Resolution

We acted as

Canada’s representative leading discussions toward a resolution of the legacy of Indian residential schools

Ontario’s representative (Ministry of Northern Development and Mines) in its negotiations with the Matawa

First Nations in connection with the proposed “Ring of Fire” development northeast of Thunder Bay, one of

the most significant mineral regions in the province

Ontario’s representative in its negotiations with the Asubpeeschoseewagong First Nation (or Grassy Narrows

First Nation) concerning forestry issues and in its negotiations with the Saugeen First Nation concerning

commercial fishery issues

We have also participated in

numerous mediations for governments and Indigenous Peoples

numerous private mediations and arbitrations which cannot be publicly disclosed

23

2

Major Insurance Company Dispute Resolution

We advised

Great West Life and London Life in the policyholder class action by participating policyholders alleging

inappropriate use of the assets of the participating account in the financing of the acquisition of London

Insurance Group

Manulife in its successful defence at trial of an Ontario class action commenced by Manulife’s former

Barbados policyholders concerning benefits related to Manulife's demutualization, won on the subsequent

appeal before the Ontario Court of Appeal and successfully resisted an application for leave to appeal to the

Supreme Court of Canada

Sun Life Assurance Company of Canada in a proposed Ontario class action concerning improper deduction

allegations relating to the long-term disability benefit provision of group insurance policies

Canadian Life and Health Insurance Association, as an intervener, in the Supreme Court of Canada decision

Co-operators Life Insurance Co. v. Gibbens concerning accident insurance benefits in connection with an

ordinary and naturally occurring disease and what constitutes an "accident" for insurance purposes

Sun Life Assurance Company of Canada in a proposed national class action concerning the nature of certain

pension offsets in group long-term disability plans

Sun Life, Great West Life and London Life in separate Ontario class actions concerning premium offset and

sales practices relating to life insurance products

Manulife Financial in a Québec securities class action and a national secondary market securities class action

in Ontario concerning the disclosure of risk management and the equity market risk associated with

Manulife's variable annuity products

Complex/Innovative Transactions

We advised

The life insurance industry, working with OSFI, in the design of holding company capital rules

The banking industry, working with government officials, on the bail in debt regime for domestic systemically

important banks

Various foreign and domestic financial institutions on the creation of resolution and recovery plans

Life insurance companies, working with OSFI, on the design of loan-based so-called innovative capital

instruments which were used to raise over $4 billion of tax deductible tier 1 capital for the life insurance

industry

TMX Group in its proposed US$6.9 billion merger with London Stock Exchange Group and eventual C$3.6

billion sale to Maple Group Acquisition Corporation, a consortium of Canadian financial institutions

24

3

Ontario in its sale of a 15% interest in Hydro One Limited, Ontario’s largest electrical transmission and

distribution utility, by way of a C$1.83 billion initial public offering of common shares (and subsequent $1.97

billion second tranche), the sale by Ontario of Hydro One shares to two of its major unions and an agreement

in principle under which Ontario proposes to sell additional Hydro One shares to a consortium of 133 First

Nations

Province of Ontario in the proposed C$607 million merger of Hydro One Brampton Inc. with Powerstream

Holdings Inc., Enersource Corporation and Horizon Holdings Inc. to create the second-largest electricity

distributor in Ontario

The Thomson Corporation in its US$18 billion acquisition of Reuters Group to form Thomson Reuters

Corporation, Canada’s first dual-listed company structure, and in its subsequent unification

The postal administrations of Germany, France, The Netherlands, Sweden and Canada in the creation of and

acquisition of a 50% interest in G.D. Express Worldwide (an international courier industry joint venture with

TNT Limited)

CanWest Global in its take-over bid for WIC Communications and the competing bid by Shaw

Communications, the ensuing litigation before three securities commissions and the Ontario courts, and the

subsequent restructuring agreement to divide WIC’s assets

SkyDome (now Rogers Centre) in its restructuring arrangements under the Companies' Creditors

Arrangement Act and its C$80 million sale to Sportsco International Limited Partnership

National Bank Financial on the restructuring of the asset-backed securities market

Ontario First Nations Limited Partnership (which includes over 130 Ontario First Nations as partners) in its

negotiations with the Government of Ontario for the sharing of provincial gaming revenue, resulting in a new

gaming revenue sharing arrangement

Infrastructure Ontario in the assessment of and development of the structure for “Supercorp”, the proposed

publicly listed operator of key business corporations of the Province of Ontario

Other Major Financial Institutions Transactions

We advised

Royal Trustco reorganization and sale of its global financial services operations to Royal Bank under a plan of

arrangement

Wilton RE Holdings and Canada Pension Plan Investment Board in Wilton’s C$600 million acquisition of

AEGON N.V.’s Canadian life insurance business

Canada Pension Plan Investment Board, as Canadian counsel, in its US$1.8 billion acquisition of Wilton Re

Holdings Limited, a U.S. insurance company

Fairfax Financial in its US$306 million acquisition of American Safety Insurance Holdings, Ltd.

25

4

Fairfax Financial in its initial public offerings of shares of Northbridge Financial and Odyssey Re and the

subsequent going private transactions in which Fairfax Financial reacquired the shares it did not own

Sun Life Financial in its acquisition of a 49% stake in CIMB Aviva, a joint venture between CIMB Aviva

Assurance Berhad and CIMB Aviva Takaful Berhad

Ontario Teachers' Pension Plan in its C$420 million sale of GCAN Insurance to RSA Canada

Ontario Teachers' Pension Plan Board as the lead investor of a group that includes National Mortgage

Guaranty Holdings in the group's acquisition of AIG's Canadian mortgage insurance business

Manulife Financial, as Canadian counsel, in its C$18 billion acquisition of John Hancock Financial Services

Inc., including its Canadian subsidiary, The Maritime Life Assurance Company, at the time Canada's largest

cross-border take-over, and in the subsequent reorganization of Manulife Financial’s Canadian insurance

operations

Sun Life Financial and its subsidiary, Sun Life Assurance Company of Canada, in the tax and regulatory

aspects of their cross-border spinoff of subsidiaries to a new sister company

Sun Life Financial in its over C$7 billion purchase of Clarica Life Insurance Company

TD Bank Financial Group in its proposed C$47 billion merger with the Canadian Imperial Bank of Commerce

London Insurance Group in its C$2.9 billion sale to Great-West Life Assurance Co.

London Life in its C$4.2 billion acquisition of the Canadian life and health insurance business of Prudential

Insurance Company of America, Inc.

TD Bank in the acquisition by Meloche Monnex (TD's property and casualty insurance subsidiary) of the

Canadian personal lines property and casualty operations of Boston-based Liberty Mutual Group

Manulife Financial in its $2.5 billion offering of common shares and its $3 billion five-year term loan by a

consortium of Canadian banks during the financial crisis

Manulife Financial in its proposed acquisition of Canada Life Financial Corporation

Sun Life Financial in its C$860 million acquisition of a 30% interest in CI Fund Management Inc. (now CI

Financial Corp.), in exchange for its mutual fund management subsidiaries, Spectrum Investment

Management Limited and Clarica Diversico Ltd.

Scotiabank in its C$2.3 billion acquisition of DundeeWealth Inc.

Sun Life Financial in its C$2.3 billion sale of its ownership stake in CI Financial Income Fund (now CI

Financial Corp.) to Scotiabank

Fairfax Financial Holdings in its US$1 billion takeover bid for TIG Holdings, a New York commercial property

and casualty insurer

TD Bank in its C$8.5 billion acquisition of MBNA Canada Bank's credit card business

26

1

Biography | Toronto

Blair W. Keefe Partner

416.865.8164 | [email protected]

Practice

Blair Keefe is head of the firm's Financial Institutions Group. His practice focuses on corporate and regulatory

issues relating to financial institutions, including mergers and acquisitions and corporate finance. He is one of very

few lawyers in Canada whose practice focuses solely on regulatory matters in the financial services sector. The

Legal 500 Canada Guide to leading lawyers, lauded Blair as “one of the best in the country” in this area.

Blair has provided regulatory advice on the demutualization of Canada's two largest mutual life insurance

companies; Canadian aspects of the demutualization of a large U.S. mutual life insurance company; the

incorporation of banks and insurance companies; and the establishment of a branch in Canada by a number of

foreign banks and insurance companies.

Blair is repeatedly recognized internationally as a leading lawyer in financial institutions regulatory law,

banking/finance and insurance/reinsurance.

Recognition

Chambers & Partners’ Chambers Canada—Leading lawyer in Canada, banking & finance: financial services;

Canada, insurance (2016)

Best Lawyers' Best Lawyers in Canada—Leading lawyer in banking and finance (2008-2016)

Legal Media Group/Euromoney's IFLR1000 The Guide to the World's Leading Financial Law Firms—Leading

lawyer in banking financial services regulatory (2008-2016)

Lexpert/American Lawyer's Guide to the Leading 500 Lawyers in Canada—Leading practitioner in banking and

financial institutions (2008-2016)

The Legal 500 Canada—Leading lawyer in banking and finance (2015-2016)

Education

LLM (Banking and Financial Services), 1997, Osgoode Hall Law

School, York University

MBA/LLB (International Finance), 1987, Dalhousie University

BBusAdm, 1983, University of Prince Edward Island

Bar Admission

Ontario, 1989

27

2

Blair W. Keefe | Biography

Chambers & Partners’ Chambers Global: World’s Leading Lawyers for Business, The Client’s Guide—Leading

lawyer in banking and finance: financial services (2008-2016)

Law Business Research’s Who’s Who Legal Canada—Leading lawyer in insurance and reinsurance (2008-2015)

and banking (2013-2014)

Lexpert/Thomson Reuters' Canadian Legal Lexpert Directory—Leading lawyer in banking & financial institutions

and financial institutions regulation (2008-2014)

Who’s Who Legal: Canada—Leading lawyer in insurance & reinsurance (2013)

Practical Law Company’s Which Lawyer?—Highly recommended Canadian lawyer in banking and finance,

banking regulatory and insurance (2007-2012)

Lexpert's Cross-Border Guide to the Leading U.S./Canada Cross-Border Corporate Lawyers in Canada—Leading

cross-border practitioner in banking and financial institutions (2008-2011)

Corporate INTL magazine's 2011 Banking Regulation Lawyer of the Year in Canada

Representative Work

• Gore Mutual Insurance Company in its review of potential strategic alternatives, including a possible

demutualization

• Sun Life Assurance Company of Canada in its demutualization, including a C$1.8 billion global initial public


• Manulife Financial in its demutualization, including a C$2.5 billion global initial public offering of common

shares in Canada, the United States, Hong Kong and the Philippines

• Metropolitan Life, then the second-largest insurance company in the United States, in the Canadian aspects

of its demutualization

• Manulife in its successful defence at trial of an Ontario class action commenced by Manulife’s former




• Royal Trustco reorganization and sale of its global financial services operations to Royal Bank under a plan of

arrangement

• Manulife Financial, as Canadian counsel, in its C$18 billion acquisition of John Hancock Financial Services

Inc., including its Canadian subsidiary, The Maritime Life Assurance Company, at the time Canada's largest

cross-border take-over, and in the subsequent reorganization of Manulife Financial's Canadian insurance

operations

28

3

Blair W. Keefe | Biography

• Great West Life and London Life in the policyholder class action by participating policyholders alleging


Insurance Group

• The life insurance industry, working with OSFI, in the design of holding company capital rules

• The banking industry, working with government officials, on the bail in debt regime for domestic systemically

important banks

• Various foreign and domestic financial institutions on the creation of resolution and recovery plans

• Life insurance companies, working with OSFI, on the design of loan-based so-called innovative capital

instruments which were used to raise over $4 billion of tax deductible tier 1 capital for the life insurance

industry

• Manulife Financial in its $2.5 billion offering of common shares and its $3 billion five-year term loan by a


Professional Involvement

Blair was a member of the Regulatory Advisory Group to the Task Force for the Payments System Review in

2011, providing advice on regulatory and legal issues related to the payments industry in Canada.

Blair recently provided advice to the Canadian life insurance industry on the insurance holding company capital

regime, and, over the last several years, has provided advice to the Canadian life insurance industry on various

government bills, which contained amendments to the financial institutions statutes.

In his capacity as Co-Chair of the Financial Services Legislative Reform Committee of the Canadian Bar

Association, Blair appeared as a witness before the House of Commons Finance Committee on Bill C-67 (which

implemented branch banking in Canada for foreign banks in 1999).

While on secondment to the Canadian Bankers’ Association, he testified before parliamentary committees,

drafted amendments to the legislation and advised the Canadian Bankers’ Association on the 1991 revisions to

the legislation affecting federal financial institutions.

29

1 1 1 1 1 1 1 1

Biography | Toronto

Richard J. Balfour Senior Counsel


Practice

Richard Balfour's practice focuses on corporate and securities law, and he has substantial experience as lead

counsel in

• mergers and acquisitions, both public and private, and both Canadian and international

• public and private offerings of securities, both Canadian and international, including privatizations and

demutualizations

• advising securities regulators and governments on regulation of securities markets, including legislative

drafting

Recognition

Best Lawyers' Best Lawyers in Canada—Leading lawyer in corporate, M&A and securities (2009-2016)

Lexpert/American Lawyer's Guide to the Leading 500 Lawyers in Canada—Leading lawyer in

corporate/commercial law, corporate finance & securities and in M&A (2008-2016)


lawyer in corporate/M&A (2008-2014)

Lexpert/Thomson Canada’s Canadian Legal Lexpert Directory—Leading lawyer in corporate commercial law,

corporate finance & securities and M&A (2008-2014)

Law Business Research’s Who’s Who Legal: Canada—Leading lawyer in corporate governance (2012-2015)

Practical Law Company’s Which Lawyer?—Recommended Canadian lawyer in corporate/M&A (2009-2012)

Education

JD, 1978, Harvard University

BLitt, 1974, Oxford University (Rhodes Scholar)

AB, 1971, Princeton University

Bar Admission

Ontario, 1980

30

2 2

Richard J. Balfour | Biography

Legal Media Group/Euromoney's IFLR1000 Guide to the World's Leading Financial Law Firms—Leading lawyer

in corporate and M&A (2008-2016)

Lexpert's Special Law Inserts appearing in The Globe and Mail's Report on Business Magazine—Most frequently

recommended lawyer in corporate commercial, and corporate finance and securities (2011)

Legal Media Group and IFLR's Guide to the World’s Leading M&A Lawyers 2006—Pre-eminent practitioner

Representative Transactional Work

• Sun Life Assurance Company of Canada in its demutualization, including a C$1.8 billion global initial public


• TSX Group Inc., owner of the Toronto Stock Exchange, in its demutualization initial public offering

• TMX Group in its proposed US$6.9 billion merger with London Stock Exchange Group and eventual C$3.6


• The Thomson Corporation in its US$18 billion acquisition of Reuters Group to form Thomson Reuters

Corporation, Canada’s first dual-listed company structure, and in its subsequent unification

• Sun Life Financial Services of Canada Inc. in its over C$7 billion acquisition of Clarica Life Insurance

Company

• Sun Life Financial Inc. in the C$2.3 billion sale of its interest in CI Financial Income Fund (now CI Financial

Corp.) to Scotiabank

• The postal administrations of Germany, France, The Netherlands, Sweden and Canada in the creation of and

acquisition of a 50% interest in G.D. Express Worldwide (an international courier industry joint venture with

TNT Limited)

• Infrastructure Ontario in the assessment of and development of the structure for “Supercorp”, the proposed

publicly listed operator of key business corporations of the Province of Ontario

• Ontario in its sale of a 15% interest in Hydro One Limited, Ontario’s largest electrical transmission and




Nations

• The Bank of Nova Scotia in its acquisition of DundeeWealth Inc.

• Bell Globemedia Inc. (now CTV Inc.) in its take-over bid for and acquisition of CHUM Limited

• The Woodbridge Company Limited and Bell Globemedia Inc. in the acquisition by Woodbridge of the leading

interest in, and the acquisition by other investors of interests in, Bell Globemedia and the recapitalization of

Bell Globemedia

• The Thomson Corporation and The Woodbridge Company Limited in Thomson’s United States initial public

offering

31

3 3


• The Thomson family and the Art Gallery of Ontario on the redevelopment of the AGO building and the

donation of the art collection of Kenneth R. Thomson to the AGO

• Canada Post Corporation in its acquisition of a controlling interest in Purolator Courier Ltd.

Representative Advisory Work

• Counsel to the Minister of Finance and the Department of Finance of Canada on national securities regulation

• Lead counsel to the Daniels Task Force on Securities Regulation (which recommended rule-making powers

for the Ontario Securities Commission)

• Lead counsel to the Ontario Ministry of Finance on legislation implementing the recommendations of the

Daniels Task Force on Securities Regulation

• Special Counsel, Ontario Securities Commission on the opening of the Canadian securities industry


In 1995, Richard taught "The Law and Finance of Mergers and Acquisitions" with Professors Ronald J. Daniels

and Paul Halpern at the University of Toronto Faculty of Law; and in 1991, he taught "International Securities

Transactions" with Stanley M.D. Beck and William J. Braithwaite at the Osgoode Hall Law School’s Business LLM

Program.

From 1978 to 1981, Richard was an assistant professor at Osgoode Hall Law School, where he taught corporate

and property law.

Non-professional Activities

2003 - The Corporation of Massey Hall and Roy Thomson Hall

Member, Board of Governors, 2003-13

Chair, Board of Governors, 2010-13

Chair, Advocacy Committee and Member, Building Committee, for Massey Hall redevelopment,

2013 -

2015 - The Toronto Symphony Orchestra Foundation

Member, Board of Trustees, 2015 -

2016 - Rhodes Scholarships in Canada

Member, Board of Directors, 2016 –

2013 - The Gershon Iskowitz Foundation

Member, Board of Trustees, 2013 -

1993 - Canadian Art Foundation

32

4 4


Member, Board of Directors, 1993-2001

Co-Chair, Board of Directors, 1998-2001

Member, Advisory Board, 2001-

1997 - 2012 Art Gallery of Ontario

Member, Contemporary Curatorial Committee, 1997-2005

Member, Photography Curatorial Committee, 2005-12

2002 - 10 The Women’s Musical Club of Toronto Centennial Foundation

Member, Board of Directors, 2002-10

33

1 1 1 1 1 1 1 1

Biography | Toronto

Sharon C. Geraghty Partner


Practice

Sharon Geraghty is a leading practitioner in the areas of mergers and acquisitions, corporate governance and

securities law. She has led domestic and cross-border acquisitions, takeover bids and amalgamations in both

public and private markets. Sharon regularly acts for multinational corporations in a wide range of industries and

has deep experience leading challenging, multi-party negotiations. Her clients include two of Canada's leading

financial institutions, Canada's largest stock exchange and one of Canada's largest communications and media

companies.

Recognition

Chambers & Partners’ Chambers Canada—Leading lawyer in Ontario, corporate/commercial (2016)

Lexpert/American Lawyer’s Guide to the Leading 500 Lawyers in Canada—Leading practitioner in corporate

commercial law, corporate finance & securities and M&A (2014-2016)

Best Lawyers' Best Lawyers in Canada—Leading lawyer in corporate and M&A (2008-2017)

Legal Media Group/Euromoney's IFLR 1000: The Guide to the World’s Leading Financial Law Firms—Leading

Canadian lawyer in corporate and M&A (2008-2016)

The Legal 500 Canada—Leading lawyer in corporate and M&A (2014-2016)

Chambers & Partners' Chambers Global: World’s Leading Lawyers for Business—Leading lawyer in

corporate/M&A (2008-2015)

Law Business Research's Who’s Who Legal: Canada—Leading lawyer in capital markets and M&A (2010-2015)

Education

LLB, 1986, University of British Columbia

BA (Hons.), 1983, University of Toronto

Bar Admission

Ontario, 1988

34

2 2

Sharon C. Geraghty | Biography

Lexpert/Thomson Reuters' Canadian Legal Lexpert Directory—Leading lawyer in corporate commercial law,

corporate finance and securities, M&A and private equity (2008-2014)

Expert Guides' Women in Business Law Guide—Leading practitioner in M&A

Women of Influence—Canada’s Top 25 Women of Influence (2013 and 2014)

Best Lawyers' Best Lawyers in Canada—Mergers and Acquisitions Law Lawyer of the Year (2014)

Lexpert's Guide to the Leading 500 Lawyers in Canada—Leading practitioner in corporate commercial law,

corporate finance and securities, and M&A (2010-2013)

Representative Work

• Province of Ontario in its sale of a 15% interest in Hydro One Limited, Ontario’s largest electrical transmission

and distribution utility, by way of a C$1.83 billion initial public offering of common shares (and subsequent

$1.97 billion second tranche), the sale by Ontario of Hydro One shares to two of its major unions and an

agreement in principle under which Ontario proposes to sell additional Hydro One shares to a consortium of

133 First Nations

• Province of Ontario in the proposed C$607 million merger of Hydro One Brampton Inc. with Powerstream

Holdings Inc., Enersource Corporation and Horizon Holdings Inc. to create the second-largest electricity

distributor in Ontario

• TMX Group in its proposed US$6.9 billion merger with London Stock Exchange Group and eventual C$3.6


• Rogers Communications in its joint venture arrangements with BCE Inc. to acquire a 50% stake in GLENTEL

Inc.

• Endo Health Solutions, as Canadian counsel, in its C$2.7 billion acquisition of Paladin Labs Inc. and its

subsequent reorganization of both companies to form Endo International plc (an Irish domiciled entity)

• ArcelorMittal in the restructuring of its joint venture and offtake arrangements with Iron Ore Holdings, LP in

connection with Baffinland Iron Mines Corp.'s Mary River Project in Nunavut

• Rogers Communications in its joint venture arrangements with BCE Inc. in connection with their C$1.3 billion

joint acquisition of a significant stake in Maple Leaf Sports and Entertainment Ltd. (MLSE) from Ontario

Teachers' Pension Plan Board

• Manulife Financial in its US$1.1 billion concurrent public offerings of debt securities, including US$600 million

of 3.4% senior notes and US$500 million of 4.9% notes

• Manulife Financial in its $2.5 billion offering of common shares and its $3 billion five-year term loan by a


• Manulife Financial in its C$1 billion public offering of Innovative Tier 1 notes

35

3 3

Sharon C. Geraghty | Biography

• CanWest Global in its take-over bid for WIC Communications and the competing bid by Shaw



• Royal Trustco reorganization and sale of its global financial services operations to Royal Bank under a plan of

arrangement

• Manulife Financial in a Québec securities class action and a national secondary market securities class action

in Ontario concerning the disclosure of risk management and the equity market risk associated with

Manulife's variable annuity products

• SkyDome (now Rogers Centre) in its restructuring arrangements under the Companies' Creditors

Arrangement Act and its C$80 million sale to Sportsco International Limited Partnership

• National Bank of Canada in its C$250 million acquisition of TD Waterhouse Institutional Services

• Nokia Siemens Networks in its US$650 million stalking horse bid for Nortel Networks Corp.'s CDMA and LTE

wireless access businesses

• Brookfield Asset Management in its spinoff of 60% of its infrastructure assets to its shareholders to create

Brookfield Infrastructure Partners LP

Memberships and Affiliations

• Member, YWCA Women of Distinction Planning Committee

• Member, Board of Trustees, Trinity College (University of Toronto)

• Major Gifts Cabinet, United Way of Greater Toronto (former member)

36

1 1 1 1 1 1 1 1

Biography | Toronto

Frank Iacobucci, CC, QC, LLD, LSM Senior Counsel


Practice

Frank Iacobucci joined Torys as Counsel in September 2004 after retiring as a Justice of the Supreme Court of

Canada. As Counsel, Frank advises government and business on important legal and policy matters. His work

includes guidance, advice and support to clients of Torys and members of the firm.

Recognition

Chambers & Partners’ Chambers Canada—Leading lawyer in Canada, aboriginal law (2016)

Best Lawyers' Best Lawyers in Canada—Leading lawyer in international arbitration (2008-2016)

Lexpert/American Lawyer Media’s Guide to the Leading 500 Lawyers in Canada—Leading lawyer in international

commercial arbitration (2013-2016)


lawyer in aboriginal law: native title (2014-2016)

Lexpert/Thomson Reuters' Canadian Legal Lexpert Directory—Leading lawyer in international commercial

arbitration (2009-2014); aboriginal law, litigation - public law (2010-2014); and corporate commercial law (2011,

2012 and 2014)

Lexpert's Guide to the Leading US/Canada Cross-border Litigation Lawyers in Canada—Leading lawyer in

international commercial arbitration (2012-2013)

Education

Dip Int’l L, 1966, Cambridge University

LLM, 1964, Cambridge University

LLB, 1962, University of British Columbia

BComm, 1961, University of British Columbia

Bar Admission

Ontario, 1970

37

2 2

Frank Iacobucci, CC, QC, LLD, LSM | Biography

Achievements

Frank has received numerous awards, honours and other recognitions in Canada, the United States, the United

Kingdom and Italy.

Frank has been awarded honorary degrees from Lakehead University (2014), University of Western Ontario

(2009), McMaster University (2008), University of Trinity College at the University of Toronto (2005), York

University (2005), Queen’s University (2005), University of Waterloo (2003), Università della Calabria (Cosenza,

Italy) (2003), McGill University (2003), Law Society of Upper Canada (2000), University of Victoria (1996),

University of Ottawa (1995), University of British Columbia (1989) and University of Toronto (1989).

He is also an Honorary Fellow of the American College of Trial Lawyers and of St. John’s College, Cambridge.

On October 2, 2009, Frank was awarded the Justice Medal for lifetime achievement from the Canadian Institute

for the Administration of Justice. He was appointed an Honorary Witness by the Truth and Reconciliation

Commission of Canada in April, 2014.

He was also appointed a Companion in the Order of Canada in July 2007. In 2010 he was inducted into the Italian

Walk of Fame and in 2012 awarded the Queen Elizabeth II Diamond Jubilee Award.

Professional Involvement and Representative Work

Frank has had a distinguished career in private practice, academia, government and the judiciary. He began his

career in 1964 as a lawyer at Dewey, Ballantine, Bushby, Palmer & Wood in New York, where he practised

corporate and securities law. In 1967, he joined the Faculty of Law, University of Toronto, and was a professor of

law there until 1985. He also served as Vice-President, Internal Affairs at the University of Toronto from 1975 to

1979 and Dean of the Faculty of Law from 1979 to 1983. From 1983 to 1985, he was Vice-President and Provost

of the University. In 1985, Frank was appointed Deputy Minister of Justice and Deputy Attorney General for

Canada; in 1988, Chief Justice of the Federal Court of Canada; and in 1991, a Justice of the Supreme Court of

Canada.

During his career, Frank was also a Commissioner of the Ontario Securities Commission from 1982 to 1985, and

Counsel to the Estey Commission in 1974.

In June 2005, Frank was appointed by the Government of Canada as its representative to lead discussions

toward a fair and lasting resolution of the legacy of Indian residential schools. In November 2006, Frank was

appointed by the Ontario Ministry of the Attorney General as a member of the Board of Governors of the Law

Commission of Ontario. He is past Chairman of the Higher Education Quality Council of Ontario. In December

2006, he was appointed Commissioner to lead an inquiry into the conduct of Canadian officials regarding certain

individuals. He also was appointed by the Government of Ontario to lead discussions that resulted in a

Framework Agreement between Grassy Narrows First Nation and the Ministry of Natural Resources. In 2011, he

was appointed by the Ministry of the Attorney General of Ontario as an Independent Reviewer to provide a report

on the process for including individuals living in First Nations reserve communities on the province's jury roles. He

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Frank Iacobucci, CC, QC, LLD, LSM | Biography

is representing the Province of Ontario in its negotiations with the Chiefs of the Matawa Council on the Ring of

Fire and in 2014 submitted his report following an independent review of various matters for Chief Blair of the

Toronto Police Service relating to police encounters with mentally or emotionally disturbed persons. He has also

conducted numerous arbitrations and mediations.

Directorships

• Higher Education Quality Council of Ontario, 2006–2012

• Advisory Board, General Motors of Canada, 2006–present

• Tim Hortons, 2006–2014 (Lead Director)

• Canada Pension Plan Investment Board, 2005–present (Conduct Review Advisor)

• Member, Ontario Law Commission, 2006–2012

• Member, Board of Directors, COSTI Immigration Services, 2009–present

• Torstar, Board of Directors, 2004–2009

• Trudeau Foundation Mentor, 2006–2007

• International Center for Criminal Law Reform and Criminal Justice Policy, 1993–2004 (Director)

• Cambridge Canadian Trust, 1984–1991 (Director)

• Multicultural History Society of Ontario, 1976–1988 (Director)

• National Congress of Italian Canadians (Vice President, 1980–1983; Director, Toronto District, 1979–1983)

• Advisory Board, Institute of Canadian Studies, University of Ottawa, 1998–2004

• Advisory Committee, Faculty of Law, McGill University, 1996–2004

• Advisory Council, International Center for Criminal Law Reform and Criminal Justice Policy, 1991–1993

• Canadian Judicial Centre/National Judicial Institute, 1989–2004 (Governor)

• Board of Governors, Canadian Institute for Advanced Legal Studies, 1991–1998 and 1981–1985 (Vice

President and member)

• Canadian Judicial Council and Education Committee, 1988–1991 (member); 1990–1991, (Executive

Committee)

• Member of the Board of Directors, Canadians for a New Partnership, 2014–present

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Biography | Toronto

Sheila R. Block Partner


Practice

Sheila Block is a senior trial and appellate counsel with a broad civil litigation practice, including

corporate/commercial and securities litigation, intellectual property, defamation and administrative law cases.

Sheila has appeared as counsel at all levels of court in Canada and before international arbitrations and other

tribunals. Sheila is the chair of Torys' Litigation and Dispute Resolution Practice and a former chair of Torys'

Executive Committee.

Recognition

Chambers & Partners’ Chambers Canada—Leading lawyer in Canada, dispute resolution: class action (defence);

Ontario, dispute resolution (2016)

Benchmark Litigation—Trial Lawyer of the Year, Canada (2016)

Best Lawyers' 2015 Corporate and Commercial Litigation Lawyer of the Year in Toronto

Best Lawyers' Best Lawyers in Canada—Leading lawyer in administrative and public law, bet-the-company

litigation, class action litigation, international arbitration, corporate and commercial litigation, defamation and

media law, director and officer liability, legal malpractice law and securities law (2009-2016)

Lexpert/American Lawyer Media’s Guide to the Leading 500 Lawyers in Canada—Leading lawyer in class action

litigation, corporate commercial litigation, directors’ and officers’ liability, and in securities litigation (2008-2016)

Chambers & Partners’ Chambers Global: World’s Leading Lawyers for Business, The Client’s Guide —Leading

lawyer in Ontario in dispute resolution (2008-2016) and class action (2014-2016) ("One of the best litigation

lawyers in Canada")

Education

LLB (Gold Medalist), 1972, University of Ottawa

BA (Honours), 1969, Carleton University

1965–1968, University of Toronto

Bar Admission

Ontario, 1974

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Sheila R. Block | Biography

The Legal 500 Canada—Leading lawyer in Dispute resolution: Ontario (2014-2016)

Law Business Research’s Who’s Who Legal: Canada—Leading lawyer in commercial litigation (2010-2015)

Benchmark Litigation—Top 25 Women in Litigation (Canada) (2014-2015)

Lexpert/Thomson Reuters’ Canadian Legal Lexpert Directory—Leading lawyer in class actions, professional

liability, international commercial arbitration, litigation – corporate commercial, litigation – directors' & officers'

liability, litigation – securities, litigation – public law, litigation – defamation & media, and in litigation – product

liability (2008-2014); litigation – commercial insurance (2010-2014); and litigation – intellectual property (2008-

2011, 2013)

Expert Guide’s Women in Business Law—Leading lawyer in litigation (2012-2014)

Legal Media Group's Benchmark Canada—Ontario Litigator of the Year (2014); Local Litigation Star – Ontario

(2014); Lifetime Achievement Award (2013); Leading litigator in securities (2012-2014); arbitration and product

liability (2014); class actions, commercial, intellectual property and international arbitration (2012-2013)

Named a BTI Client Service All-Star by BTI Consulting Group's annual worldwide survey of leading corporate

counsel. BTI Client Service All-Stars are identified solely and exclusively by corporate counsel (2014).

Lexpert's Guide to the Leading US/Canada Cross-border Litigation Lawyers in Canada—Leading lawyer in class

actions, corporate commercial, international commercial arbitration and securities (2012-2013)

Best Lawyers 2012—Toronto Bet-the-Company Litigation Lawyer of the Year

Practical Law Company’s Which Lawyer?—Leading Ontario lawyer in dispute resolution (2007-2012)

Legal Media Group’s Guide to the World’s Leading Litigation and Product Liability Lawyers—Leading lawyer in

Canada (2012)

Real Time News' LawDay—Leading lawyer in appellate advocacy, class action/defence, product liability, complex

litigation, directors and officers liability and white collar crime (2009)

Practical Law Company’s Cross-border Dispute Resolution Handbook—Leading practitioner in dispute resolution

(2008-2009)

Lexpert's 2008 Guide to the Leading US/Canada Cross-border Litigation Lawyers in Canada—Leading lawyer in

corporate commercial, class action and securities

Lexpert's Guide to the U.S./Canada Cross-border Litigation Lawyers in Canada 2007—Leading litigation lawyer in

international commercial arbitration

Lexpert/Thomson Canada’s Guide to the 100 Most Creative Lawyers in Canada 2006—Leading lawyer in

corporate litigation

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Law Business Research’s Who's Who Legal: International Who's Who of Business Lawyers—One of the world's

top 10 commercial litigators (2005)

Legal Media Group’s Guide to the World’s Leading Litigation Lawyers—Leading litigator in Canada (2005)

Lexpert-Thomson Canada’s Guide to the Leading 100 Canada/U.S. Cross-border Litigators in Canada—

International commercial arbitration; corporate commercial, class action and securities litigation (2005)

Women’s Executive Network 2004 and 2003—Power 50 Most Influential Women in Canada

Lexpert, September 2003—One of Canada’s top 25 women lawyers

Lexpert, July/August 2002—One of Canada’s top 25 corporate litigators

Awards

Law Society of Upper Canada—Honourary LLD, 2015

University of Ottawa—Honourary LLD, 2014

University of Ottawa—Meritas Tabaret Award, 2012

The Advocates' Society—The Advocates' Society Medal, 2008

Law Society of Upper Canada—Law Society Medal, 2006

Ontario Bar Association—Award for Excellence in Civil Litigation, 2006

Toronto Lawyers’ Association Award of Distinction, 2004

University of Ottawa—Common Law Honour Society, 2003

Laidlaw Medal for Advocacy, 1999

Representative Work

• Manulife in its successful defence at trial of an Ontario class action commenced by Manulife’s former




• Great West Life and London Life in the policyholder class action by participating policyholders alleging


Insurance Group

• Ontario in its sale of a 15% interest in Hydro One Limited, Ontario’s largest electrical transmission and




Nations

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• CanWest Global in its take-over bid for WIC Communications and the competing bid by Shaw



• Nortel U.S. group of companies on all Canadian law matters relating to its cross-border restructuring

proceedings under the CCAA and Chapter 11, the sales of its business and assets in a series of auctions,

and an ongoing dispute over apportionment of more than US$7 billion of net sales proceeds

• Associate Chief Justice Lori Douglas in a complaint brought before the Canadian Judicial Council

• Varco Canada in patent litigation against Pason Systems Corp. before the Federal Courts concerning the

infringement of its automated drilling system, a system that revolutionized the Canadian market by optimizing

the process for drilling directional oil and gas wells

• Chiefs of Ontario and Ontario First Nations LP in successfully defending a claim by Mnjikaning First Nation

against the Ontario Government, Ontario Lottery and Gaming Corporation and Chippewas of Mnjikaning First

Nation (Rama), in which it sought to secure a preferential share of the proceeds from Casino Rama, a

commercial casino operated by Ontario Lottery and Gaming Corporation on Mnjikaning First Nation's reserve

lands

• Counsel to Professor David Johnston in the Mulroney/Schreiber inquiry

• GreenField Ethanol in arbitration against a major oil and gas exploration company for breach of contract,

misuse of confidential information, breach of duty and breach of fiduciary duties related to a long-term supply

partnership for ethanol

• NHLPA in the investigation into the collective bargaining agreement and the replacement of Bob Goodenow

with Ted Saskin

• The Thomson Corporation and related entities in Robertson v. Thomson Corp., a class action before all levels

of court, including the Supreme Court of Canada, concerning the intersection of copyright and information

technology, in which employees and freelance artists and writers alleged copyright infringement from their

work being made available in electronic media such as computer databases, CD-ROM products and the

Internet

• Procter & Gamble in successfully overturning the Commissioner of Patents' decision regarding a patent listing

for etidronate, the active ingredient in DIDROCAL®

• Federally Regulated Employers - Transportation and Communications (FETCO), as an intervener, in the

Supreme Court of Canada decision Air Canada v. Canadian Human Rights Commission, et al., regarding pay

equity

• Ontario Labour Relations Board in the successful defence of an appeal brought by Ellis Don Limited before

the Supreme Court of Canada, challenging the Labour Board's full-Board consultation process

• Procter & Gamble in its application to the Federal Court of Canada for an order to quash the Notice of

Compliance issued by the Minister of Health to Genpharm Inc., concerning marketing for a generic version of

DIDROCAL® (etidronate), a drug used in the treatment of Paget’s disease and abnormal bone growth

following hip replacement surgery

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• Mel Lastman, the former mayor of Toronto, in striking out the claim in Louie v. Lastman and upholding the

dismissal through to the Ontario Court of Appeal

• Government of Québec in proceedings before the Ontario Securities Commission, the Ontario Divisional

Court, the Ontario Court of Appeal and Supreme Court of Canada in an oppression action by minority

shareholders of Asbestos Corporation arising from the province's acquisition of control of the company

• Government of Canada in the judicial review of a C$5 billion pay equity award made against it by the

Canadian Human Rights Commission

• Cartier in its successful trademark infringement action against Lunettes Cartier

• Barrick Gold Corporation in its C$1.9 billion unsolicited takeover bid and acquisition of Lac Minerals Ltd.,

including successfully blocking Lac Minerals' poison pill

• Sun Life Assurance Company in its successful trademark infringement action against Sunlife Juice Ltd., the

first case involving survey evidence in Canada


Sheila has spoken and written extensively on advocacy and civil litigation. Her publications include the Canadian

edition of Steven Lubet’s Modern Trial Advocacy. Sheila has also taught advocacy for the National Institute for

Trial Advocacy in Canada, the United States, England, Scotland, New Zealand and also in El Salvador, as well as

for the U.N. War Crimes Tribunal in Rwanda and the Special Court in Sierra Leone. She has also conducted

advocacy programs for the Foundation for International Arbitration Advocacy in Switzerland, France, England,

Brazil, India, Singapore, Sweden and Hong Kong. She has participated in advocacy demonstrations at

conferences, including the Cambridge lectures in Cambridge, England; the Canadian Bar Association Annual

Meeting in London, England; the Advocacy Symposium in Toronto, Ontario; and the Institute for Continuing Legal

Education in Ann Arbor, Michigan. She has taught an intensive advocacy course at the University of Toronto Law

School and has taught in the LLM program in litigation offered by the Osgoode Hall Law School.

Directorships

Harold G. Fox Foundation (Trustee and President)

Touching Tiny Lives Foundation (Chair)

University of Ottawa (President's Council)

Foundation for International Arbitration Advocacy, Geneva (Trustee)

Advisory Board, Program on Ethics, Business and the Law, University of Toronto Law School

Canadian Civil Liberties Association (former director)

Memberships and Affiliations

• The Advocates' Society

• Supreme Court Advocacy Institute, National Advisory Committee

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• President's Council, University of Ottawa

• American College of Trial Lawyers (Fellow, 1991)

• International Society of Barristers (Fellow, 1992)

• Commercial Bar Association of England (honorary member)

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TORYS LLP

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ontario superior court of justice … list court file no. cv-16-11425-00cl ontario superior court of...

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