www.lexisnexis.ca Vol. 31, No. 2 February 2015
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Lawyer gets mandate to work on ‘mess’ Print This Article
By Ken Mark

Mid-September 2007 issue

Bay Street lawyer Ed Waitzer, the first chair of a newly-minted university corporate governance studies initiative.

High-powered Bay Street lawyer Ed Waitzer, who once ran the Ontario Securities Commission, will become the first chair of a newly-minted university corporate governance studies initiative. The aim, according to one of the people helping to bankroll the exercise, is to improve a deteriorated situation.

But critics contend that it’s all academic window dressing with little potential impact on the real financial world.

“It will be just a sideshow. All the academic chairs in the world will not make a difference,” says Kitchener, Ont.-based shareholder activist Bob Verdun.

That’s clearly not Stephen Jarislowsky’s take. The renowned Montreal investor who helped finance the endowment believes it is part of a plan to improve securities regulation.

“Investor protection laws in Canada are in more or less a mess,” says Jarislowsky. “We want to fix the problem.

“The first project for the chair will be to conduct real research into the existing securities laws and regulations in Canada. Once that is finished, we hope that will lead to better laws.”

In the midst of a scandal-plagued year for Canadian business, York University’s Osgoode Hall Law School and Schulich School of Business took delivery of $2 million to help endow the Jarislowsky Dimma Mooney chair in corporate governance.

The funding came from the Montreal-based chairman of Jarislowsky, Fraser Ltd., William Dimma, a businessman and former dean of the business school, and Gary Mooney, president and COO of Fidelity National Financial.

The chair is the fourth one revolving around executive accountability at Schulich, joining others in corporate social responsibility, sustainability and business ethics.

Beginning next January Waitzer will take up a three-year appointment, during which time he will also remain active as a partner at Stikeman Elliott LLP in Toronto.

He is one of the most sought-after securities lawyers in Canada. Some of his recent engagements included the Bell Canada privatization and Thomson-Reuters merger. At York, Waitzer will have a chance to apply his Bay Street smarts to improve corporate governance practices.

“The chair will be another point of reference and focus,” Waitzer says, “as we try to improve the system. We hope that what we do will have a positive impact on corporate performance, shareholder protection and the efficiency of capital markets.”

In contrast to the stereotypical, single-minded Bay Street lawyer, Waitzer is much more of an all-rounder whose multi-faceted career makes him hard to pigeonhole. He has worn many hats. Jarislowsky refers to him as a “man in the picture.”

Waitzer is very familiar with accounting practices, having chaired the Strategy Working Party, which restructured the International Accounting Standards Board. He was also a member of a Canadian Institute of Chartered Accountants task force on standard setting, a public director of the American Institute of Certified Public Accountants and a member of a panel reviewing comptrollership in Canada.

On the securities side, prior to joining Stikeman Elliott, Waitzer was vice-president of the Toronto Stock Exchange. In 1993, he left Stikeman Elliott to become chair of the Ontario Securities Commission, serving until 1996. In 2003-2004 he was special advisor to the Chilean superintendent of insurance and securities in Santiago.

A thread throughout his varied career has been a focus on policy issues. That interest arose early when he was active in various Pierre Trudeau-era social service initiatives including the Company of Canadians. “One of the things we did,” he says, “was to set up an alternative school for 15-year-olds in about six weeks. In fact, it is still around.”

Although the chair is new, the scenery will be familiar. Last year, in addition to his downtown duties, Waitzer was also an adjunct professor at Osgoode Hall.

“I have always enjoyed the challenge of teaching. It forces you to go back to first principles. With students, you can never take anything for granted. They are always challenging your assumptions. You have to start back at square one and win them over.”

He is comfortable with the marketplace of ideas. “I always try to listen to other people’s ideas even though I may fundamentally disagree with them,” he says. “I want to find the elements that have substance and validity.

“Over time, I have realized that some unpopular ideas become accepted by society.”

Another consistent motivator in his career has been the chance to be part of a smooth functioning team that gets things done. “After leaving the OSC in 1996,” he says, “I decided to go back to my old law firm because I knew I would be working with a group of very bright people. I am sure the same thing will happen at York.”

Waitzer’s appointment is for three years. But given his tendency to march to his own drummer, he does not dismiss the possibility of staying longer. “It depends on what happens up there,” he says. “I am 53 years old, so it is quite possible that I might accept a longer commitment.”

Although academic salaries are generous, they are not as lucrative as the stipend Waitzer has been receiving. “There will be a pay cut,” he says. “But like many other law and business school professors, there are possibilities for outside consulting assignments to complement my academic duties.”

Waitzer hopes to continue pursuing his earlier projects in regulatory convergence. “One of the areas that I have worked on before is consolidating the various self-regulating bodies in the securities industry,” he says. “These include the Investment Dealers Association and the Mutual Fund Dealers Association.”

In a year that has already seen the Conrad Black conviction in the Hollinger case, the John Felderhof not guilty verdict in the Bre-X trial and the likely prospect of a trial involving Garth Drabinsky and Livent, there are dissenting voices about what possible changes the new chair and appointment will actually deliver.

“The wrongdoers playing fast and loose with the system are not going to pay any attention to what happens with an academic chair at York University.” says Toronto forensic accountant Al Rosen.
“What we need is to motivate investors and give them the tools to do something to change the system,” says Verdun. “The best way to do that is through the direct, democratic election of board members. In a widely held company with lots of shareholders, democracy matters. Shareholders are very conservative because it’s their money at stake.

“They need to be able to curb greed and nefarious deals.”

Despite his iconic status as a successful investor, Jarislowsky has also earned a reputation for being something of a shareholder rights advocate. He supported a 2005 CIBC initiative to review the appointment of directors who receive less than 50 per cent of the vote in a board election. He was also one of the founders of the Canadian Coalition for Good Governance (CCGG).

Asked how his views and approach compare with those of Verdun, Jarislowsky replies, “For me shareholder rights are not a hobby horse. I am not on a crusade. I prefer to take a more balanced view – seeking the mean position which is opposed to both extremes.”

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