Turner to receive just honours
James Turner, who recently retired as vice-chair of the Ontario Securities Commission, may be one of the most important and influential Canadian corporate lawyers in recent memory.
Turner will receive the Lifetime Achievement honour at the 2015 Canadian General Counsel Awards gala in Toronto on June 1. The 11th annual awards, founded by ZSA Legal Recruitment and the National Post, recognize the top inhouse lawyers in the country.
It might seem odd to recognize a regulator with an award that’s usually presented to a lawyer working in-house at a corporation, but Turner’s position within Canada’s largest securities regulator was unique. In fact, he performed a critical in-house role and served on the commission’s executive. As vicechair, he sponsored several key policy initiatives within the OSC, such as a proposal that will change the way target companies can respond to unsolicited takeover bids and a proposal to introduce a whistleblower program.
He says he’s especially proud of an exempt market initiative that is currently being implemented in Canada’s largest province. “That initiative is very important to the province and to capital raising,” Turner said in an interview.
Before his retirement on Feb. 19, he served on the commission for eight years. He sat on numerous adjudication panels, and authored more than 80 decisions. Ontario’s Securities Act gives the regulator not just the power to enforce specific provisions of the legislation, but also the right to act in the broader “public interest.” Turner’s rulings have therefore had a tremendous impact on how companies can use their investors’ money.
“If you look across a number of the decisions coming from me, you’ll see a focus on the interests of shareholders and investors,” Turner said.
Turner was raised in London, Ont. He attended Western University, and graduated with his law degree in 1974. He was called to the bar in 1976 after articling with Torys LLP in Toronto. He stayed with the firm and became a partner in 1982.
He says his big career break came in 1986. Torys granted him a leave of absence so he could complete a two-year secondment as general counsel to the OSC. The timing was fortuitous. Turner led a public interest application in which the commission challenged a bid involving Canadian Tire. The resulting OSC decision continues to affect all dualclass share companies in Canada, because it established ground rules that protect the rights of subordinate shareholders in the face of a change of control transaction. The case also firmly establishes when a Canadian regulator
You’ll see a focus on the interests of shareholders and investors
can exercise public interest jurisdiction.
Another key event took place while he was at the OSC. Ontario changed its rules for takeover bids. This meant that when he returned to the law firm, he was welcomed back as both an expert in securities law generally, and the new takeover rules in particular. “I think that really kick-started my career in mergers and acquisitions and securities.”
He would remain at Torys until 2007, when he was appointed OSC vice -chair. While at Torys, he advised on a host of high-profile M&A deals, among them Jerr y Zucker’s successful $1.1-billion bid for Hudson Bay Co. in 2006, and Manitoba Telecom Services Inc.’s friendly $1.7-billion takeover of Allstream Inc. in 2005.
Turner’s Lifetime Achievement honour was announced this week, along with the list of finalists for the seven other awards.
❚General Counsel of the Year: Mirko Bibic, BCE and Bell Media; Stephen Sigurdson, Manulife; Marc Tremblay, Quebecor Media; Sofia Tsakos, Yamana Gold; Jim Willoughby, Allergan;
❚Business Achievement: Sylvain Cossette, Cominar REIT; Judy Goldring, AGF Management; John Lowe, AltaGas; Shannon Rogers, Global Relay;
❚Deal Making: Bill Chinkiwsky, Chris Javornik and Mark Pratt, BMO Financial Group; Anthony Pagano, RBC Financial Group; Bob Rooney, Talisman Energy; Sofia Tsakos, Yamana Gold; Valéry Zamuner, WSP Global;
❚Litigation Management: Peter Forrester, Kinder Morgan Canada; Caroline Jimdar, Royal Bank of Canada; Adrian Lang, Bank of Montreal; Greg MacKenzie, 407 ETR; Melanie Schweizer, Bell Canada; Doris Stamml, EY;
❚Mid-Market Excellence: Violaine Des Roches, Fiera Capital; Gail Harding, Canadian Western Bank; Greg MacKenzie, 407 ETR; Andrew Tam, Wajax; John Toffoletto, Ener-Care;
❚Social Responsibility: Aon Canada; Imperial Oil; TELUS; Xerox Canada;
❚Tomorrow’s Leader: JeanDaniel Bélanger, Neptune Technologies & Bioressources Acasti Pharma and Neuro Bio Pharm; Alison Burton, Royal Bank of Canada; Jonathan Cullen, Pfizer Canada; Fernando Garcia, Nissan Canada; Cameron MacDonald, Manulife; Terence Trinh, Encana.