Turner’s career covers securities law gamut
2015 CGCA: LIFETIME ACHIEVEMENT
Jim Turner Torys LLP
Few lawyers can boast they have had the impact on Canadian securities law that Jim Turner has had.
During his almost 30 years in private practice as a corporate lawyer at Torys LLP, Turner was engaged in numerous friendly and hostile takeovers involving some of Canada’s most prestigious companies.
But it was as vice-chair at the Ontario Securities Commission that Turner really made his mark, authoring more than 80 decisions that touched on important issues involving securities law.
His rulings impacted shareholder rights plans, proxy contests, related party transactions and the definition of material disclosure. On the policy front, he has been active in areas such as defensive tactics, exempt markets and shareholder rights.
It’s no wonder that Turner, who stepped down from the commission in February, is 2015 recipient of the Canadian General Counsel Award for Lifetime Achievement.
Not bad for a guy who says “I had no particular interest in securities law” when joining private practice in 1976. “It became clear as I practised corporate law that more and more I needed to have knowledge of securities law.”
Attracted to the policymaking aspect of securities law, Turner did a stint in the mid-1980s as the first general counsel at the commission, taking a two-year sabbatical from private practice. He jokes he was told at the time “nobody wanted the job,” but adds, “I thought it would be a very interesting role.”
He was right. Almost immediately, he was thrust into the fray. There was a financial crisis in 1986-87. Then he led the OSC team that sought to stop a bid for Canadian Tire because the controlling shareholder in the dual-share class company was selling control at a premium that wasn’t being shared by the minority shareholders. That case established the OSC’s ability to intervene in M&A deals on the basis of public interest.
His work at the commission also gave him more experience in securities litigation. He became more comfortable making submissions to the commission, which he would later join as a vice-chair and sit on panels to hear a broad range of securities disputes.
He was involved in at least three standout rulings. The first was Magna International, which involved a related-party transaction. Company founder Frank Stronach, he said, was paid a “very substantial sum of money for eliminating the dual-share structure.”
He admitted that “not everyone agrees with the decision we came to on that matter,” but said it was important from a public-interest per- spective because the hearing panel provided guidance on when third parties can apply for a remedy under the Ontario Securities law.
The Coventree case, which involved asset-backed commercial paper, is another one that stands out for him. “I think that the Coventree decision was important for corporate lawyers. It really got into a lot of the analysis of the obligations of public companies to immediately and publicly announce a material change.”
The third case involved investment fund manager Crown Hill Capital Corp., which was ordered to pay $20 million in sanctions for breaching its fiduciary duties. Turner says it is an important case that examines the scope of fiduciary duties of investment managers, but has broader application to corporate law.
Turner says he is now “out of the game” and his plan is to “take some time to see how I enjoy retirement. I’m thinking about whether or not there are other contributions I can make, but I’m not looking for a full-time role.”