Financial Institutions:

Vulnerability to Fraud
and Legal Responsibility

Tuesday, October 18, 2005

 Table of Contents

A Collecting and Negotiating Cheques:

The Financial Institution’s Exposure

Robert J. Sewell and H. William Veenstra

McCarthy Tétrault

B Badges of Fraud

Jacklyn A. Davies and Douglas J. Nash

Inkster Group

C Providing Information to the Police

Warren Milman
McCarthy Tétrault

D Speaker Biographies

E About the Inkster Group

F About McCarthy Tétrault’s Litigation Group

G About McCarthy Tétrault

Collecting and Negotiating Cheques
Robert J. Sewell Q.C.
and
H. William Veenstra

October 18, 2005

 Collecting and Negotiating Cheques

What is a Cheque?

A cheque is a bill of exchange, drawn on a bank.1

A cheque is a form of negotiable instrument, and is governed by the Bills of Exchange Act which
traces its history through the development of the law merchant and the codification of these laws
in the first Bills of Exchange Act in England in 1882 and in Canada in 1889. The Bills of Exchange
Act (“BEA”) contains a set of highly technical rules that have not changed substantially since
1889.

Key features of a bill of exchange include:

¾ title is transferable by endorsement and delivery.

¾ transfer enables the transferee to maintain an action upon the instrument.
¾ in appropriate circumstances, the transferee may take the negotiable instrument
free from any defect in title, or in some cases, from want of title.

Another important feature of a bill of exchange is that the holder of a bill that is dishonoured has
an immediate right of recourse against the drawer and any endorsers (i.e. any prior holder) of that
bill. [BEA s. 81]

Canadian Payments Association

Most cheques in Canada are now processed through the Automated Clearing Settlement System
(“ACSS”) operated by the Canadian Payments Association (“CPA”). The CPA has passed a
number of rules, to which its member institutions (including most banks and central credit union
organizations) are members. Those rules operate in addition to the BEA. Among the rules are
time limits in CPA Rule A4 for the return of cheques processed through the ACSS. These
deadlines operate from the time of receipt by the first organization unit of the drawee that is able
to make or act upon a decision to dishonour. Time limits include the following:

Form of Payment Return Deadline

Traditional Paper Cheques Next Business Day “”
Items with Forged Endorsements No time limit
Duplicate Items No time limit
Materially Altered 90 days

1
A bank, for purposes of the cheque provisions of the Bills of Exchange Act, is defined to include credit unions that
are members of a credit union central that participates in the Canadian Payments Association.

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Negotiating a Cheque

Most people don’t realize that when they deposit a cheque at their bank, they are in fact
negotiating a bill of exchange. Negotiation of a bill of exchange involves a transfer of title to the
cheque – which is treated by the law as a chattel or a piece of property. The bank, in return for
the negotiation to it of a negotiable instrument, assumes a debt to the depositor. This bank is
referred to as the collecting bank.

In a typical transaction, the collecting bank will then process the cheque through the ACSS and
receive payment from the bank upon which the cheque is drawn (the drawee bank) through the
ACSS. Through this mechanism, funds that are “credited” to the account of the person who
deposited the cheque are “debited” from the account of the drawer. In a legal sense, however,
the collecting bank negotiates the cheque to the drawee bank. The collecting bank will typically
endorse the cheque by way of a teller’s stamp.

While the process is, by virtue of the ACSS, streamlined and automated, it remains one of
negotiation that is virtually the same in law as it was a century ago. The position of the
collecting bank was summarized in one recent case as follows:

An individual obtains title to a bill through negotiation. Once an

individual has obtained title, that individual has the right to present the
bill to the drawee for payment, as well as a right of recovery against the
drawer if the bill is dishonoured by the drawee.2

While this paragraph refers to “an individual”, it would apply equally to a bank.

Endorsement of a cheque is a key part of negotiation. The BEA provides that a cheque,
transferred for value without an endorsement, gives the holder those rights that the earlier party
had in it: section 60(1). Thus, apart from the provisions of section 165(3) of the BEA (discussed
below), a bank that collects a cheque by accepting it for deposit without obtaining an
endorsement obtains no better title to the cheque than the person who deposits it. If that person
has no title to the cheque because, for example, he obtained it by fraud, the bank has no better
title and will be liable to the true owner (the person defrauded) if the amount of the cheque is
ultimately debited from his account.

Protecting the Bank

1. Holder in Due Course

One of the major creations of the law merchant, which was codified in the BEA, was the status of
holder in due course. A holder of a cheque attains the status of holder in due course where:

¾ the cheque is complete and regular on its face,

¾ the holder became holder before it was overdue and without notice that it had
been previously dishonoured;

2
Boma Manufacturing Ltd. v. Canadian Imperial Bank of Commerce (1996), 140 D.L.R. (4th) 462 (S.C.C.) at para. 30

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¾ the holder took the bill in good faith and for value; and

¾ at the time the bill was negotiated to it, the holder had no notice of any defect in
the title of the person who negotiated it to him. [BEA s. 55(1)]

The BEA specifies that the title of a person is defective if that person obtained the bill by fraud,
duress or force and fear, or other unlawful means, or for an illegal consideration, or if the person
negotiates it in breach of faith, or under such circumstances as amount to a fraud.

A holder in due course holds the cheque free from any defect in title of prior parties, as well as
from any personal defences available to prior parties among themselves. So long as it attains the
status of holder in due course, a bank is shielded from the effects of any fraud or other unlawful
acts involving the drawer or any prior holders of the cheque.

2. Account Agreement

In the absence of agreement it would be the customer’s own bank that would suffer the loss as a
result of the negotiation of fraudulently obtained cheques. However, account agreements
provide significant protection to a bank against claims that might be made against it by its
customer.

A typical account agreement will contain a verification clause, requiring a customer to forthwith
examine any account statements and notify the bank of any errors or objections within a short
time – often 30 days – of the statement date.

Some account agreements may also exempt a bank from liability to its customer for loss or
damage suffered by the customer unless such loss or damage was caused by the bank’s gross
negligence or unlawful misconduct.

These clauses will not provide a bank with any protection against any party, other than its own
customer, who may have been a holder of the cheque. As well, while they provide some
protection to drawee banks they are generally of little assistance to collecting banks. Finally, the
clauses will be carefully construed by the Courts and may not apply in any particular
circumstances.

3. Section 165(3)

Section 165(3) of the BEA provides that:

Where a cheque is delivered to a bank for deposit to the credit of a

person and the bank credits him with the amount of the cheque, the
bank acquires all the rights and powers of a holder in due course of the
cheque.

This section has been interpreted by the courts as allowing the collecting bank to overlook the
need for an endorsement in those situations were the payee is depositing a cheque to the payee’s
own account. It does not apply where the cheque is being deposited to an account other than
that of the payee.

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The Fraud Issue

Over the past few years, financial institutions which have had no real connection to fraudulent
schemes have been held liable to pay, in some cases, many millions of dollars to persons who have
been defrauded by their own employees. Financial institutions have found themselves in this
position through a combination of:

¾ the strict liability imposed by the courts on persons who “convert” the goods of
another person;

¾ the stringent provision of the Bills of Exchange Act with respect to the formalities
required to be a holder in due course; and

¾ a lack of awareness of the obligations of a person negotiating a bill of exchange.

The key to understanding the vulnerability of the financial institution’s position is to understand
that the law regards a cheque as a chattel which has a value equal to the amount of the cheque
and that anyone who negotiates the cheque without having proper title to it commits the tort of
conversion and is liable for damages in an amount equal to the face value of the cheque.

Successful claims against banks often are based on a fraudulent employee engaging in behaviour
which would cause a reasonable person to have a suspicion that something irregular was going
on. Examples in the reported cases include cheques signed by an employee which are deposited
and bank drafts immediately drawn on the account into which the cheques are deposited,
cheques which appear to be out of the ordinary course of the business of the depositor and
anything which indicates that the person signing the cheque on behalf of the drawer is obtaining
some personal benefit from the cheque.

Conversion

The tort of conversion involves a wrongful interference with the goods of another, such as taking,
using or destroying those goods. The law is clear that a negotiable instrument such as a cheque is
a good that is capable of being converted. The tort of conversion is one of strict liability – that is,
it is no defence that the wrongful act was committed in all innocence. Nor can a party found
liable for conversion seek to reduce its liability by relying on any contributory negligence of the
owner.

A bank that does not attain the status of holder in due course is at risk of being held liable for
conversion of a cheque, in the event that the tile of any prior holder of the cheque is tainted by
fraud or other unlawful act.

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The question of whether a bank attained the status of holder in due course will in many cases
depend on whether the bank acted in good faith or had “notice”. The classic statement of the
law in this area is from an 1892 judgment:3

. . . regard to the facts of which the taker of such instruments had notice
is most material in considering whether he took in good faith. If there be
anything which excites the suspicion that there is something wrong in
the transaction, the taker of the instrument is not acting in good faith if
he shuts his eyes to the facts presented to him and puts the suspicions
aside without further inquiry. . . .

I apprehend that when a person whose honesty there is no reason to

doubt offers negotiable securities to a banker or any other person, the
only consideration likely to engage his attention is, whether the security
is sufficient to justify the advance required. And I do not think the law
lays upon him the obligation of making any inquiry into the title of the
person whom he finds in possession of them; of course, if there is
anything to arouse suspicion, to lead to a doubt whether the person
purporting to transfer them is justified in entering into the contemplated
transaction the case would be different, the existence of such suspicion or
doubt would be inconsistent with good faith. And if no inquiry were
made, or if on inquiry the doubt were not removed and the suspicion
dissipated, I should have no hesitation in holding that good faith was
wanting in a person thus acting.

A bank may therefore be liable if it negotiates a cheque where circumstances have come to its
attention that reasonably give rise to suspicion, and it fails to make adequate inquiry.

Forgery (Good News and Bad News)

Section 48 of the BEA provides that a forged signature on a bill is “wholly inoperative”, and that
no right to retain or enforce the bill can be obtained through or under that signature. A forged
cheque is, therefore, a nullity, or “worthless paper “and no liability is incurred by a bank
negotiating it because it never met the definition of a Bill under the BEA.

However if the endorsement is forged the bank is not entitled to rely on it and will not be
afforded the status of a holder in due course. Section 49 of the BEA gives a person who made
payment in respect of the cheque a right to recover the amount paid from the person to whom it
was paid or from any person who endorsed the cheque subsequent to the forged endorsement.

3
London Joint Stock Bank v. Simmons, [1892] A.C. 201 (H.L.) at pp. 221 and 223

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Fictitious Payee

Section 20(5) of the BEA provides that a cheque containing a “fictitious or non-existing” person
as payee may be treated as payable to bearer. This often arises in fraudulent schemes, where the
fraudster selects a name or names that he thinks he can easily impersonate for the purpose of
depositing cheques into a bank account in his own name, either directly or by way of forged
endorsements.

Generally, if the person named is a real person, or might plausibly be a real person, then the cases
seem to indicate that the payee is not fictitious. In one case, a fraudster caused some cheques to
be issued in the names of former employees, and others to be issued to wholly invented names –
the court found that only the latter group were fictitious. As a result, the bank was liable for
conversion of the cheques naming former employees, but not for those with wholly invented
names – the bank was entitled to treat those cheques as payable to bearer.4

In another case, a number of cheques were payable to a name very similar to that of the fraudster
(Lam vs. Alm), while others were payable to persons having some connection to the drawer
company’s business. The court concluded that none of these cheques were payable to fictitious
payees.5

Thus, the law appears to be that “if the name of the payee is a pure invention of the drawer of a
cheque (or the maker of the note), the payee may be “non-existing” . . . but only if it is also true
that the name is of a person having no real connection with the drawer’s business, or . . . is not a
name that plausibly might be identified by the drawer as being a real creditor of his business.6

Alternatively, to use the words of a leading textbook:

If Martin Chuzzlewit is the name of a real person, intended by Bede to

receive payment, the payee is neither fictitious nor non-existing,
notwithstanding that Bede has been induced to draw the bill by the fraud
of some other person who has falsely represented to Bede that there is a
transaction in respect of which Chuzzlewit is entitled to the sum
mentioned in the bill.7

From the point of view of a bank, it will be difficult to know in any particular case whether a
particular cheque has a fictitious or non-existent payee. The best course of action for a bank will
be, in the event of any concerns as to fraud, to take steps quickly to consider the circumstances
and determine whether it should do anything other than negotiate the cheque.

4
Royal Bank of Canada v. Concrete Column Clamps (1961) Ltd. (1976), 74 D.L.R. (3d) 26 (S.C.C.)
5
Boma Manufacturing, supra
6
B. Crawford, Payment, Clearing and Settlement in Canada (Canada Law Book, 2002), at p.
7
Falconbridge on Banking and Bills of Exchange (6th ed., 1956) at p. 469, cited with approval in Boma, supra

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Material Alteration

Sections 144 and 145 of the BEA deals with material alterations to bills (including cheques). It
provides that:

¾ any alteration to the date, sum payable, time or place of payment is material – this
list is not exhaustive, however, and any alteration that produces a change in the
legal nature of the instrument may be material

¾ where a bill is materially altered without the assent of all parties liable on the bill,
it is voided except as against a party authorizing the alteration or a subsequent
endorser;

¾ the exception is that if the material alteration is not apparent, and the bill is in the
hands of a holder in due course, the holder in due course may enforce it – to be
apparent, an alteration should be one that can be discerned by a prospective
holder who scrutinizes it with reasonable care.

Conclusion

Our courts have limited the circumstances in which banks will be found liable to their customers
and those who have dealt with their customers. Account verification agreements further limit
the scope for liability of banks to their clients.

Notwithstanding these limitations, banks need to be aware that the law of negotiable
instruments, and the law of conversion, provide an alternative means by which a bank may find
itself liable. If liable in conversion, a bank is unable to rely on contributory negligence of the
drawee or of any other person as a defence or to reduce its own liability.

As a result, it is incumbent on banks to exercise reasonable care and to respond to any suspicious
circumstances with all reasonable dispatch in order to avoid potential liability arising from its
collection or negotiation of cheques.

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Glossary

“bill of exchange” is an unconditional order in writing, addressed by one person to another,

signed by the person giving it, requiring the person to whom it is addressed to pay, on demand or
at a fixed or determinable future time, a sum certain in money to or to the order of a specified
person or to the bearer

“cheque” is a bill of exchange drawn upon a bank

“bank”, for purposes of the BEA provisions governing cheques, includes every member of the
Canadian Payments Association and every local cooperative credit society that is a member of a
central that is a member of the Canadian Payments Association

“drawer” is the person drawing a cheque

“drawee” is the bank upon which the cheque is drawn

“payee” is the person too whom the drawer directs the drawee to make payment

“collecting bank” is the bank at which the payee negotiates the cheque

VDO_DOCS #1457122 v. 1
Badges of Fraud

Doug Nash
Jackie Davies
Who is the Inkster Group?

A team of:
•Forensic accountants
•Former police and immigration officers
•Computer forensic experts
•Researchers

Inkster Experiences

• Case #1 – Dummy Loans

• Case #2 – Inventory Fraud

• Case #3 – Know Your Client

• Case #4 – Unauthorized Advances

Case #1 – Dummy Loans
Problem: Loans Manager creates fictitious loans.

Indicators:
• Increase in volume
• Close to authorization limit
• Same address and telephone number
• Invalid serial numbers
• No holidays taken

Case #2 – Inventory Fraud

Problem: Dealer financing of vehicles that are sold

to auction in U.S.A.

Indicators:
• Poor background checks
• Infrequent audits
Case #3 – Know Your Client
Problem: Millions of investment dollars are missing and
broker is being sued for lack of due diligence.

Indicators:
• Unusual activity in account
• Lack of Board Resolution
• Activation of new accounts
• Cloaking of account name
• Activity does not make business sense

Case #4 – Unauthorized Advances

Problem: Internal controls were overridden by a senior

branch official to issue unauthorized advances to related
parties.

Indicators:
• Minimal segregation of duties
• Clearing account and control accounts were not reconciled
• Suspicious journal entries
• Lack of follow-up to audit deficiencies
 Client Issues:

Mortgage fraud
Cheque alteration

Mortgage Fraud

Problems:
•Impersonation of seller
•Impersonation of lawyer
•Flips – Value Fraud
•Fraudulent title transactions

See Law Society of Upper Canada site re: Fighting Real Estate
Fraud

http://www.lsuc.on.ca/news/a/hottopics/fighting-real-estate-fraud
Cheque Alteration

Will the planned 2007 transfer from bulk evening paper

clearing to constant electronic clearing solve or increase
problems?
During scanning can check for differences in font and
erasures.

The Price of Performance?

• Security functions of prevention, detection, investigation and

prosecution can slow production.
• Institutions must balance these functions with customer
service and cost.
• Risk Management is the process used to achieve an
acceptable balance.
Providing Information to the Police
Warren B. Milman

October 18, 2005

 Providing Information to the Police

I. Common Law – Duty of Secrecy and its Four Exceptions

The classic case is Tournier v. National Provincial and Union Bank of England,[1924] 1 K.B. 461
(C.A.): “It is an implied term of the contract between a banker and his customer that the banker
will not divulge to third persons, without the consent of the customer express or implied, either
the state of the customer’s account, or any of his transactions with the bank, or any information
relating to the customer acquired through the keeping of his account, unless the banker is
compelled to do so by order of a Court, or the circumstances give rise to a public duty of
disclosure, or the protection of the banker’s own interests requires it.” (bank liable to customer
for unauthorized and unjustified disclosure of account information).

R. v. Donaldson (1990), 58 C.C.C. (3d) 294 (B.C.C.A.) – search and seizure violated s.8 of the
Charter and evidence inadmissible because brokerage house assisted police and voluntarily
produced materials from other locations (searches are location specific)

CIBC v. Sayani (1993), 83 B.C.L.R. (2d) 167 (C.A.) – reiterates the four exceptions from
Tournier and amplifies the exception re public duty: bank disclosed to new prospective mortgage
lender that customer had defaulted in settlement with bank and owed bank $300,000; customer
had not disclosed this in financial statement provided to new lender; customer sued bank for
breach of duty of confidentiality; suit dismissed on the basis that bank had a public duty to new
lender to disclose misrepresentation even if fell short of fraud

R. v. Lillico (1994), 92 C.C.C. (3d) 90 (Ont. G.D.) – bank routinely discussed customer account
activity with the police, and on request, would confirm ore deny for police whether particular
check was deposited and whether there was subsequent activity in the account – nothing more
specific provided without warrant – no violation of s.8 of the Charter

Robertson v. CIBC, [1995] 1 All ER 824 (P.C.) – customer sued bank for negligence in
responding to subpoena and providing evidence in court without objecting, informing him or
advising the court that the bank did not have customer’s consent; court rejects the suggestion
that there is any such duty – only one of best efforts to contact customer to advise of subpoena

II. Warrants under s.487 of the Criminal Code

Authorizes officer to search a place and seize certain specified things

Note application of s.29 of the Canada Evidence Act – allows financial institutions:

(1) to produce copies, along with affidavit as to keeping of record in ordinary course

(3) to verify that there is no account in name of accused

(7) to restrict searches to copies, unless warrant specially endorsed otherwise

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 -2-

III. Production Orders Under ss.487.012-015 of the Criminal Code

¾ Two varieties: general and specific

¾ general like search warrant: reasonable grounds to believe offence committed;

¾ Specific applicable only to specified custodians, such as financial institutions:

reasonable grounds to suspect;

¾ $250,000 or up to 6 months prison if breached; and

¾ Saves police resources by shifting cost to custodian.

VDO_DOCS #1457348 v. 2
Toronto, Senior Vice-President

Telephone: 416 369-7330

Fax: 416 863-3612

E-Mail: doug.nash@inkstergroup.com

Douglas J. Nash
Doug is a known authority on commercial crime investigation, law enforcement and security assessments.
During his RCMP career, he was responsible for the investigation of complex frauds and criminal violations
involving securities, loans, insurance and investments. During the latter portion of his RCMP career, Doug
worked in the Informatics and Corporate Services areas as a senior officer. In 1995, Doug retired as an
Inspector, after a twenty-five year career with the Royal Canadian Mounted Police (RCMP). He then joined
the forensic practice of one of Canada’s big four accounting firms, where he utilized his investigative and
security skills to serve many clients. Doug joined the Inkster Group in 2003.

Doug has extensive experience conducting:

• Fraud, theft, conflict of interest and secret commission investigations;

• Threat, Risk and Impact Assessments;
• Reviews of police services, corporate security departments, and various government investigation units;
• Security related process and policy reviews; and
• Training courses on topics such as interviewing techniques, personnel screening and conducting threat,
Risk and Impact Assessments.

Examples of Investigations include:

Montréal | Ottawa | Toronto | Hamilton | Waterloo Region | Calgary | Vancouver | Moscow |

 • Various investigations for large municipalities in the Toronto area, including investigations of
suspected fraud, conflict of interest, breach of trust and theft, plus a major workplace accident
investigation;
• Numerous investigations in the Caribbean for various corporate clients, including investigations
concerning allegations of secret commissions, fraudulent loan schemes, theft, breach of trust, using
fraudulent documents to defraud, plus tracing assets;
• Investigations of fraud, inventory shrinkage, internal thefts, secret commissions and conflicts of
interest complaints for a variety of clients, such as a large equipment financing company, a life
insurance company, a university, a community college, a law firm, various provincial government
departments, and a large retail company.

Examples of law enforcement and corporate security department reviews include:

• An assessment of Transport Canada’s Enforcement Renewal plans for its Marine Safety
Directorate;
• Security screening procedures utilized by a joint U.S. and Canadian customs and immigration
program, which is now known as NEXUS;
• The processes used to detect, deter and investigate fraud within the Ontario Ministry of Health;
• Employee security screening processes for public service employees;
• Policing services for the City of Surrey, B.C., a city with a population of about 334,000;
• Policing services for a large southern Ontario municipality;
• A policing amalgamation study for two municipalities in southern Ontario;
• A provincial insurance corporation’s investigation unit;
• An enforcement branch for a large provincial natural resources department;
• Corporate Security groups within a large financial institution and a telecommunications company;
and
• Various corporate guard services.

2
Vice President, Forensic Accounting Services

Telephone: (604) 891-2777

Fax: (604) 443-5648

E-Mail: jacklyn.davies@inkstergroup.com

Jacklyn A. Davies
Jackie is a Chartered Accountant with over 15 years of experience in public practice; the last six specializing
in forensic investigations and litigation support. In 2003, Jackie co-authored and instructed a web-based
course on asset recovery offered by the Forensic Technology Program at the British Columbia Institute of
Technology.

Prior to joining Inkster Group in 2004, she practiced with the forensic group in one of Canada’s big four
accounting firms.

Jackie has utilized her accounting and investigative expertise to investigate complex frauds, trace assets,
provide litigation support and conduct proactive fraud vulnerability reviews. For example, she has:

• Conducted various investigations of employee theft and fraud involving secret commissions with
related suppliers, manipulation of electronic and manual accounting records, alteration of
documents, fictitious loans, and the sale of assets for less than market value;
• Provided litigation support to trace the flow of funds through a significant number of bank accounts
and companies in Canada and foreign countries. This analysis showed that related individuals and
corporations were involved;
• Conducted investigations into complaints of fraud, theft, secret commissions, and data
manipulation, which resulted in the preparation of evidence briefs for civil and criminal processes;
• Analyzed union records to investigate alleged pension hour and dues payment irregularities;
• Quantified losses resulting from employee fraud, under reporting royalties, and purchase of
substandard production component;

Montréal | Ottawa | Toronto | Hamilton | Waterloo Region | Calgary | Vancouver | Moscow |

 • Conducted investigations into shareholder disputes, which assisted legal counsel to resolve issues
concerning the agreements;
• Conducted Fraud Vulnerability Reviews to assist corporations to reduce their exposure to fraud
related offences;
• Provided costs of various police service options;
• Reviewed the financial records of local organizations on behalf of their international governing
bodies for adherence to the constitution and to identify assets.
• Reviewed insurance claims for business losses on behalf of a significant insurance company.
• Reviewed corporate security departments as part of an efficiency and effectiveness review; and
• Reviewed expenditures and trust accounts in accordance with statutory and self-governing
regulations.

Jackie’s clients have included:

• Financial institutions, an accounting firm, and an insurance company;
• Private and publicly held corporations in the service industry, forestry, transportation, construction
and real estate;
• Government and self-regulating organizations; and
• Law firms.

2
 An Ontario Limited Liability Partnership

Robert J. Sewell, Q.C.* is a partner in the Vancouver office

practising in the Litigation Group. His practice focuses on
commercial, financial institution, corporate and real estate
litigation.
Mr. Sewell has appeared as Counsel on numerous significant
cases in the British Columbia Courts. He has also
successfully represented financial institutions in matters
involving the recovery from third parties of funds fraudulently
obtained from his clients. He appears in the 2004 Canadian
Legal Lexpert Directory, a guide to the leading law firms and
practitioners in Canada, as a leading lawyer in the area of
ROBERT J. corporate-commercial litigation.
SEWELL, Q.C. Mr. Sewell received a BA in 1968 and an LLB in 1971 from
Partner
the University of British Columbia and is a member of the
Vancouver Bar Association and the Canadian Bar
Association. He was called to the British Columbia bar in
1972.

Office: Vancouver
Direct Line: 604.643.7968
E-mail: rsewell@mccarthy.ca
Year of Call: 1972

*denotes Law Corporation

 An Ontario Limited Liability Partnership

H. William Veenstra is a partner in the Vancouver office

practising in the Litigation Group. His practice encompasses
most areas of commercial civil litigation, including:
¾ many types of business disputes, including claims in
contract, tort, and for breach of fiduciary duty, as well as
shareholder, partnership and joint venture disputes;
¾ real estate and construction disputes, and professional
negligence claims against professionals in the real estate
and construction industries;
¾ commercial fraud;
¾ intellectual property disputes, including claims for breach
H. WILLIAM of confidence;
VEENSTRA ¾ insurance coverage disputes;
Partner
¾ aboriginal litigation, including cases relating to claims of
aboriginal rights or aboriginal title and their impact on
business interests;
¾ multi-jurisdictional disputes, including disputes over the
proper jurisdiction and venue for such cases; and
¾ mediation, commercial arbitration and other methods of
dispute resolution.
Mr. Veenstra joined the firm in 1992. He received a B.A.Sc.
in Engineering Physics from the University of British
Columbia in 1986 and his LLB from the University of Victoria
in 1990. Mr. Veenstra was called to the British Columbia bar
in 1992.
Mr. Veenstra was a law clerk to the British Columbia Court of
Appeal in 1990-1991.

Office: Vancouver
Direct Line: 604.643.7199
E-mail: bveenstra@mccarthy.ca
Year of Call: 1992
 An Ontario Limited Liability Partnership

Warren B. Milman is a partner in our Litigation Group in

Vancouver. Mr. Milman’s practice is focused on both civil and
criminal litigation, including class action defence. He has
considerable experience acting for both the Defence and the
Crown in criminal and regulatory prosecutions, and also for
various parties in commercial litigation, particularly in the
Energy and Financial Services sectors, both through the courts
and in mediations and arbitrations.
Mr. Milman was a member of the prosecution team on the Air
India case and has acted in civil matters for the B.C.
Securities Commission. He has represented government
WARREN MILMAN attorneys and others in a malicious prosecution suit. He has
Partner defended class action proceedings on behalf of a financial
institution (in connection with a dispute over service
charges), a supermarket chain (in connection with a dispute
over an outbreak of an infectious disease) a hydro-electric
utility (in connection with a dispute over flood damage) and a
medical equipment manufacturer (in connection with a
product liability dispute).
Mr. Milman has appeared on numerous occasions before the
British Columbia Court of Appeal, the Supreme Court of
British Columbia, the Provincial Court of British Columbia,
the Federal Court of Appeal and the Federal Court of Canada.
He has written and published on topics ranging from “screen
scraping” to regulatory prosecutions under the Canadian
Charter of Rights and Freedoms.
Mr. Milman is a member of the firm’s Pro Bono Committee
and is currently a member of the board of Pro Bono Law of
B.C. He has served as legislative liaison for the Class Action
subsection of the Canadian Bar Association and has also
served as Chairman of the Board of Har-El Congregation in
West Vancouver.
Mr. Milman joined the firm in 1992. He received a BA
(1985), an LLB (1992) and a BCL (1992) from McGill
University. Mr. Milman was called to the British Columbia
and California Bars in 1993.
Office: Vancouver
Direct Line: 604.643.7104
E-mail: wmilman@mccarthy.ca
Year of Call: 1993
About the Inkster Group

The Inkster Group was established to help organizations reduce the risk and impact of
crimes such as fraud, secret commissions and other related offences. The group specializes
in innovative solutions that address investigations, employee security, protection against
fraud, and the safeguarding of assets and intellectual property.
The Inkster Group tackles investigation and security concerns through the expertise of a
team of professionals comprised of commercial crime investigators, security specialists,
intelligence analysts, computer forensic experts and forensic accountants combining their
knowledge and skills to provide timely, innovative solutions and recoveries.
Named for Norman Inkster, former Commissioner of the RCMP, President of Interpol,
and one-time head of a global forensic practice of a large accounting firm, the Inkster Group
specializes in a variety of risk management services, including:
• Investigations that include matters alleging fraud, theft, workplace
accidents and workplace harassment;
• Forensic accounting, including the examination of suspect accounting
practices, analysis of financial information, uncovering financial evidence
and providing expert testimony;
• Background due diligence on entities and people to assist lawyers,
their clients and others in matters of litigation or business deals;
• Asset tracing and assisting financial institutions with the
establishment of anti-money laundering strategies or training;
• Computer forensics involving the recovery of deleted materials relevant
to investigations and litigation—contained on computer hard drives and
on other electronic devices as well as advice in respect of policies, sys-
tems and the organization of electronic files to ensure safe storage and
efficient review of data; and
• Security assessments.

The Inkster Group is an all-in-one risk management service firm. Our professionals provide
discreet, effective solutions to mitigate organizational exposure to adverse events within
the corporate realm.

inkstergroup.com
 For more information, please contact:

Eastern Canada Western Canada

1 First Canadian Place Suite 2300
100 King Street West 1055 Dunsmuir Street
Toronto, Ontario P.O. Box 49122, Bentall IV
Canada Vancouver, British Columbia
M5X 1G5 V7X 1J1
T 416 814 5675 T 604 891 2778
F 416 863 3612 F 604 443 5648

© Inkster Group 2005.06 inkstergroup.com

 When winning is everything.
Litigation

McCarthyTétrault LLP
 Litigation can mean winning in different ways.
Litigation is an uncomfortable and
disruptive reality.
In its relentless advance through
corporate Canada, the litigation
process does not discriminate by size or
type of business. The onset of litigation
distracts management, forcing their
focus away from growth and profits.
While we carry a
big stick (and use However, amid the anxiety and
annoyance of any action, officers and
it when needed), owners can count on McCarthy
we won’t waste Tétrault to exercise independent
judgment and get to the heart of the
your time, money or matter, bringing clarity out of chaos
and minimizing the intrusion of an
reputation on pointless
action into their business lives.
fights or posturing
In the end, we are judged not only on
how successfully we manage the dispute
itself, but also on how well we buffer
our client’s business against disruption.
McCarthy Tétrault:
A Dominant Litigation Culture
Our firm's litigation strength is several
layers deep, and our depth is no
accident. It is the result of a litigation
culture that stresses a keen
understanding of the real business
issues underlying litigation and the
knowledge that the ‘best’ resolution
must be guided as much by the realities
of business as the intricacies of law. As
a client noted: “In the middle of an
action, it’s hard for us to stay objective
and rationally assess what’s going on.
So we rely on McCarthy Tétrault to
help us keep our eye on our real
business interests.”
McCarthy Tétrault is the only law firm
with enough experienced litigators —
proven in the courtroom — to
guarantee clients that their litigation
will always be led, shaped, managed
and controlled by a seasoned litigator,
and supported by lawyers of comparable
talents. Our bench strength is equal to
most firms’ first team.
We hire great young minds and lawyers
with passion, then develop their talents
— on our account, not our clients. We
bring them into pro bono cases to give
them trial and advocacy experience.
We trust them to assist senior lawyers.
They shoulder more real trial
responsibilities than is typical among
large firms, including those in the U.S.
It is no surprise that McCarthy
Tétrault’s Litigation Group remains the
prized destination of exceptional young
lawyers. As one client said: “More
stars, with the best bench strength in
Toronto and a clear line of succession
— quality all down the line.”
The McCarthy Tétrault Way
We adhere to three unwavering
principles:
➣ get to the heart of the matter;
➣ develop and implement the
strategy; and
➣ minimize business disruption.
The Road Map to Remedy
We analyze each case thoroughly, right
from the start. We define the likely
consequences. We test alternatives,
assessing their exposure, timing and
control. We consult the best experts to
support your case.
From the initial stages of an action, we
begin developing arguments, foreseeing
issues. We create strategies on an
ongoing basis and modify them as the
matter evolves. This early preparation
and constant anticipation give our
clients peace of mind and ensure the
best possible result.
Fight What is Worth
Fighting For
Essential to minimizing disruption
and cost is knowing which battles
are really worth fighting. While we
carry a big stick (and use it when
needed), we won’t waste your time,
money or reputation on pointless
fights or posturing.
Even our opponents respect this
quality in us. As one put it: “We know
we will have a rational, realistic person
on the other side. We would rather
negotiate with someone represented by
McCarthy Tétrault than anyone else.”
At Home in Court
No law firm can guarantee a
favourable result in court.
However, if your litigation runs its full
course, we will ensure your legal
position is given the most serious
consideration, in the way you intend.
With more than a century’s experience
in every court and tribunal in the land,
we have earned the respect of judges
for the thoroughness of our
preparation, and the pragmatism and
reasonableness of our approach. Again,
a client says it best, crediting our
litigators with having a distinct rapport
With more than a
with the judiciary: “They command
obvious respect, which gives me century’s experience
confidence that our position will be
heard and we will have the best in every court and
possible day in court.” tribunal in the land,
The Human Side of Litigation we have earned the
While the litigation process holds no
respect of judges
enjoyment for a client, we believe
strongly that our relationships with our for the thoroughness
clients should be as comfortable and
human as possible. Despite the high of our preparation,
levels of stress in any litigation, we and the pragmatism
maintain our perspective, our balance
and, critical to any relationship, our and reasonableness
humour. Perhaps this is why we are
of our approach
rated so highly for our responsiveness
and our level of service. We enjoy what
we do and it shows.
We are also very good at what we do.
Our unique breadth of experience with
the large tough cases (and the small
tough ones as well), as well as our work
every day in courtrooms across Canada
give our clients a competitive edge
where it matters most.
Vancouver
P.O. Box 10424, Pacific Centre
Suite 1300, 777 Dunsmuir Street
Vancouver BC V7Y 1K2
Tel: 604.643.7100 Fax: 604.643.7900

Calgary
Suite 3300, 421 - 7th Avenue SW
Calgary AB T2P 4K9
Tel: 403.260.3500 Fax: 403.260.3501

London
Suite 2000, One London Place
255 Queens Avenue
London ON N6A 5R8
Tel: 519.660.3587 Fax: 519.660.3599

Toronto
Box 48, Suite 4700
Toronto Dominion Bank Tower
Toronto ON M5K 1E6
Tel: 416.362.1812 Fax: 416.868.0673

Ottawa
The Chambers
Suite 1400, 40 Elgin Street
Ottawa ON K1P 5K6
Tel: 613.238.2000 Fax: 613.563.9386

Montréal
Le Windsor
1170 Peel Street
Montréal QC H3B 4S8
Tel: 514.397.4100 Fax: 514.875.6246

Québec
Le Complexe St-Amable
1150, rue de Claire-Fontaine, 7e étage
Québec QC G1R 5G4
Tel: 418.521.3000 Fax: 418.521.3099

New York
One New York Plaza, 25th Floor
New York, NY 10004-1980 U.S.A.
Tel: 212.785.6410 Fax: 212.785.6438

United Kingdom & Europe

5 Old Bailey, 2nd Floor
London, England EC4M 7BA
Tel: +44 (0)20 7489 5700 Fax: +44 (0)20 7489 5777
November 2004

mccarthy.ca
 Firm Profile
Welcome to Canada's premier

law firm. With a client base

that spans the globe, we

advise on many of the largest

transactions and cases in

Canada and around the

world. We are recognized as

a top firm by the leading

international directories in a

broad range of practice areas.

With the resources of a full-

service firm at our fingertips,

we deliver competitive and

comprehensive strategies to

help our clients succeed.

McCarthyTétrault LLP

McCarthy Tétrault is Canada's premier law firm,
with a significant presence in all major financial
centres in Canada and offices in New York and
London. With close to 800 lawyers, we regularly
advise on many of the largest transactions and
cases in Canada and around the world.
We are recognized as a top law firm by the
leading international legal directories, including
the International Financial Law Review, Chambers
Global: the World's Leading Lawyers, The Guide to
the Leading 500 Lawyers in Canada and the
Canadian Legal Lexpert Directory.
According to Thomson Financial's international
league tables, McCarthy Tétrault is the top-
ranked legal advisor on Canadian completed
mergers and acquisitions for 2003. In addition,
the firm is listed as the “Top M&A Shop in
Canada” by the Financial Post.
With an international client base across a broad
range of practice groups, we provide a wealth
of Canadian, cross-border and international
legal services. Our lawyers and agents are
renowned for delivering timely, competitive and
comprehensive strategies that enable our clients
to achieve the best results.
Practice Groups
McCarthy Tétrault is organized into practice,
industry and specialty groups with related
business lines. As part of a full-service firm, our
lawyers exchange knowledge and resources across
practices in the interest of clients. Our
integrated organizational structure enables us to
serve our clients on the full spectrum of legal
matters as no other firm can.
1
About McCarthy Tétrault
Bankruptcy and Restructuring
Our Bankruptcy and Restructuring Group is
multijurisdictional in scope - we regularly act on
major international matters in the U.S., Europe,
and Central and South America. Members of our
group have an extensive and leading bondholder
representation practice and frequently represent
major financial institutions, large corporate
creditors, debtors and insolvency professionals,
such as court-appointed monitors, receivers and
trustees. We have acted on many of the major
Canadian and cross-border insolvencies,
restructurings and workouts over the past 20 years.
Biotech/Life Sciences
Our Biotech/Life Sciences Group advises on
financing and securities, licensing, intellectual
property (patents, trade mark and copyright),
strategic alliances, mergers and acquisitions,
commercial agreements, corporate governance,
litigation, regulatory, environmental,
international trade and tax matters. We serve
a diverse range of clients varying in size from
start-up companies to biotech incubators and
major multinational corporations. In addition,
we advise biotechnology and pharmaceutical
clients involved in the research and development
of new technologies as well as manufacturers,
and distributors of pharmaceuticals and
medical devices.
Class Actions
Our Class Actions Group offers outstanding
expertise and a demonstrated ability to assist
national and international clients in class action
litigation. We have represented clients in some
of the most high-profile cases in Canada and in a
broad cross-section of claims, including securities,
consumer, product liability, environmental,
competition, labour and tax proceedings.
Members of the group are the authors of Defending
Class Actions in Canada (2002, CCH), a concise
and valuable resource for business executives and
corporate counsel. In addition to being skilled
courtroom litigators, we recognize that alternative
procedures for the resolution of claims can be
more fair, efficient and manageable. We have
significant experience in the design and use of
alternative dispute resolution programs for
adjudication and resolution of multiple claims.
Communications
McCarthy Tétrault’s Communications Group
advises on a wide range of matters, including
telecommunications, broadcasting, internet and
electronic commerce, and copyright law. We
provide counsel and assistance on all matters
concerning the business and regulation of the
telecommunications and broadcasting industry in
Canada. In addition to its Canadian
communications practice, McCarthy Tétrault has
been involved in communications projects in
North, South and Central America, Europe, the
Middle East, Asia and Africa. Members of our
team have worked on many of the major
transactions and regulatory proceedings in the
communications field in Canada over the last
25 years.
Competition
Our Competition Group creates effective,
business-oriented solutions to sophisticated
competition law issues. We advise national and
international clients on all aspects of competition
law, including mergers and acquisitions, joint
ventures and strategic alliances, pricing practices,
2
distribution and marketing, restrictive trade
practices and trade association activities. We
also help create effective compliance programs.
Members of our Competition Group include
experienced litigators who have been involved in
many landmark cases and seasoned experts in
other areas of competition law including mergers
and acquisitions.
Corporate Finance and Mergers
and Acquisitions (CFMA)
McCarthy Tétrault’s CFMA Group acts for
national and international companies, as well as
those interested in the activities of entities such
as investment dealers, special committees and
shareholders. We collaborate with our Financial
Services and Technology, Communications and
Intellectual Property Groups (TCIP) to provide
all the business law needs of our clients. Our
group is one of the leading Canadian firms in
providing corporate finance advice ranging from
private equity and venture capital financing,
through private and public offerings to the
public, including intial public offerings. Our
other main activity is mergers, acquisitions and
divestitures of private and public companies
where we are consistently ranked at or near
the top of Canadian deals, announced
and completed.
Energy
Our Energy Group has considerable experience
in the development, structuring and financing
of energy-related projects, including
cogeneration, hydroelectric and wind power
projects, mergers and acquisitions, utility
restructuring, privatization and energy
procurement. We also advise on issues arising out
of the deregulation or re-regulation of electricity
generation and distribution. Members of our
group act for all levels of government, lenders,
developers, equity investors, steam hosts,
electricity and pipeline utilities, fuel suppliers,
equipment suppliers and other project
participants in Canada and abroad.
Environmental
McCarthy Tétrault's Environmental Group
advises on a broad spectrum of international,
federal, provincial, local and municipal
environmental regulation. We act on behalf of a
wide range of corporate and government clients,
including public and private corporations,
municipalities, financial institutions, directors,
officers, employees and shareholders. We are also
at the forefront of emerging environmental
issues, such as emissions trading. We work
closely with environmental professionals to
provide our clients with the most informed
decisions regarding environmental matters,
from litigation, corporate transactions,
assessments, project development to day-to-day
business operations.
Family Law
Our Family Law Group specializes in high-profile,
complex family law cases and issues. We
represent clients at every level of the courts,
from the local to the Supreme Court of Canada.
Our team understands the intricacies of the
various provincial statutes that make it crucial to
receive local counsel. We have a broad range of
experience related to complex property disputes,
estate planning, divorce, separation agreements,
resolution of spousal support, child support, and
custody and access. In addition, we assist in the
3
planning of marriage and cohabitation
agreements. Our lawyers create comprehensive
legal strategies by working closely with other firm
practitioners with related experience in tax and
estates. We establish the structure and solutions,
from strategic planning through legal guidance
and direction.
Financial Services
Our Financial Services Group is a leading
practice that advises on all aspects of Canadian
financial services law. We regularly act on the
largest and most complex project financing,
securitization, transitions, syndicated credit
facilities and secured lending offering. We
collaborate with our CFMA and TCIP Groups
to ensure seamless service for our clients. We
are Canada's leading law firm with respect to
capital findings by banks and insurance
companies. We also advise on a broad range of
issues, including financial institutions regulation,
payments systems, personal property security,
electronic securities, foreign exchange clearing
and settlement systems. In addition, we assist
domestic and foreign financial services
companies in their major acquisition and
disposition transactions.
Health
McCarthy Tétrault’s Health Group advises on
matters integral to health care institutions and
pharmaceutical companies, including outsourcing
agreements, research and development
agreements, joint ventures, and public/private
partnerships. We advise on issues pertaining to
corporate governance, bylaws, reorganizations,
liability, fundraising arrangements, corporate
governance, supplier agreements, security
enforcement and regulatory compliance. We
also have extensive experience in acting for
health-related institutions, such as goods and
services providers, nursing homes, professional
organizations, public and private foundations
and charitable organizations. As a result of this
experience, we are able to provide effective
and efficient legal counsel to clients facing
complicated issues that require a diverse range
of legal and technical knowledge.
Hospitality
Our Hospitality Group is involved in all aspects
of the development, financing, ownership and
management of hotels, resorts, food service and
other hospitality properties. Our group is
multidisciplinary, with respected counsel in
corporate and commercial law, real property
and planning, labour and employment, taxation,
intellectual property, electronic commerce,
litigation and insolvency. We represent clients in
a wide range of transactions, bringing together
innovative ideas and strategies for a variety of
owners, managers, lenders, commercial
developers, financial institutions, government
agencies, individual investors, REITS and their
advisors. Our lawyers regularly act for clients in
cross-border and international transactions in
order to capitalize on global markets.
Immigration
McCarthy Tétrault's Immigration Group advises
clients on a broad range of matters, such as
acquiring temporary status, permanent residence,
Canadian citizenship certificates and passports.
We also advise on the employment, custom a
nd tax issues that may arise in transfer
situations, and assist clients in applying for
4
government approval to overcome inadmissibility
problems. We work with immigration authorities
to ensure the most efficient processing possible
for workers arriving from overseas. Our client
base includes major entertainment and sports
companies, leading Canadian companies in the
fields of engineering, mining, high-tech and
financial services.
Intellectual Property
Our Intellectual Property Group comprises
lawyers and patent and trade-mark agents who
advise on patent, trade-mark, copyright, design
and trade secret matters. We provide counsel on
intellectual property management and
commercialization, registration and licensing,
validity and infringement, and litigious disputes
involving intellectual property protection before
the courts. In the patent field, our experience
covers all major scientific and engineering
disciplines, including biotechnology, chemistry,
mechanical and electrical engineering,
electronics and software. Our clients include
national and international companies, public
and private research and teaching institutions,
hospitals, biotechnology and computer
companies, and inventors and start-up
technology enterprises.
International
McCarthy Tétrault’s International Group advises
on a full range of international commerce
matters and has extensive practices in specific
industry areas, such as telecommunications and
mining. We can communicate effectively in many
of the world's languages and we have a unique
familiarity with the common and civil law
legal systems that are integral to a national
Canadian legal practice. We advise clients on
matters, such as project finance, privatization,
joint ventures, strategic alliances, licensing, trade
regulation, dispute resolution, mergers and
acquisitions and commercial arbitration. Our
international clients include governments,
governmental agencies, financial institutions,
private lenders and investors.
Internet and Electronic Commerce
Our Internet and Electronic Commerce Group
assists companies in developing innovative
legal solutions to e-commerce and internet
legal issues, such as copyright, patent and
trade-mark protection, domain names, privacy,
electronic banking, electronic contracts,
financing, intellectual property, taxation and
compliance. Our team includes lawyers
accomplished in all areas of e-commerce and
internet law, including tax, intellectual property,
banking, mergers and acquisitions, corporate
finance, securities, strategic alliances, real estate,
insurance, litigation and communications. In
dealing with internet and e-commerce issues,
our lawyers work with clients who provide
products and services across the internet, and
those establishing e-commerce services over
the internet.
Labour and Employment
McCarthy Tétrault’s Labour and Employment
Group is a dynamic, experienced group that
works with both federal and provincial employers
in the public and private sectors. The scope of
our experience is as broad as the issues facing
today's employers, including traditional
union/management relationships; human rights,
wrongful dismissal, employment standards,
5
corporate restructuring and executive
compensation, and cutting edge issues such as
privacy, novel work arrangements and managing
technology in the workplace. We regularly
appear before the courts and administrative
tribunals across the country, on matters such as
defending on wrongful or unjust dismissal
complaints, or representing employer interests
before labour relations boards or human rights
tribunals. We provide concise and practical legal
advice, recognizing the ever changing labour and
employment regulatory structure. Whether our
clients need general advice on statutory rights,
employee or management training, or full
defence representation, our group has the
experience and resources to assist.
Litigation
Our Litigation Group has acted as counsel at all
levels of the federal and provincial court
systems, before regulatory and administrative
tribunals and in commercial arbitrations. We
have a diverse litigation practice that includes all
aspects of civil, commercial, criminal, family,
insurance, professional liability and international
law litigation. In addition, we provide alternative
dispute resolution strategies and handle complex
class action claims. We advise and represent a
large client base in corporate, banking, securities,
bankruptcy, municipal, environmental,
insurance, intellectual property, real estate and
telecommunications law.
Mining
McCarthy Tétrault’s Mining Group advises on
mining projects globally, on behalf of national
and international clients with worldwide interests
and businesses without borders. We have offices
in the major national and international centres
for mining finance and investment, including
Vancouver, Calgary, Toronto, Montréal and
Québec City and London, England. We advise a
significant number of the world's leading mining
groups, as well as many junior and intermediate
mining companies. We have experience in a
number of key regions, including Africa, Asia,
Eastern and Western Europe and Latin America
and we have strong relationships with local
counsel in those regions.
Municipal
Our Municipal Group has broad experience in
dealing with municipal and environmental
authorities to obtain initial approval for projects
through to financing, construction, leasing and
sale. We regularly act for real estate lenders,
especially in areas involving construction
finance. In addition, we advise on bond issues,
loan syndications, workouts in the real estate
area and mortgage receivables financing on
behalf of real estate developers and lenders. We
also advise on planning approvals for all types of
development proposals, property and business tax
assessments, expropriation matters and emerging
environmental law issues.
Privacy
McCarthy Tétrault’s Privacy Group advises on
privacy compliance obligations in national and
international jurisdictions. We are on top of the
latest judicial and policy changes regarding the
use and control of data in the public, private and
not-for-profit sectors. Using our comprehensive
knowledge base, we work with clients from the
initial assessment phases of their practices and
policies through their adjustments to ensure
6
compliance with industry standards and
provincial, federal and international regulations.
We also advise clients regarding requests,
complaints, regulatory interventions
and court actions related to privacy matters.
We serve clients in all areas of business,
including banking, insurance, manufacturing,
the pharmaceutical industry, information
technology providers, municipalities and
educational and medical institutions.
Real Property and Planning
Our Real Property and Planning Group has
significant experience in all types of industrial
and commercial real estate transactions,
including development, financing, securitization
and public-private joint ventures. We handle a
variety of properties, including retail, industrial,
commercial, recreational, hospitality, utilities
and healthcare.
Securities Trading and Adviser
Regulation (STAR)
McCarthy Tétrault’s STAR Group provides
domestic and foreign capital market participants
with a comprehensive understanding of the
regulatory requirements governing the conduct
of their businesses, and the offering of their
financial products and services, in Canada. We
advise on the regulatory framework which governs
the trading of securities, and the offering of
investment counselling and portfolio managem
ent services in Canada, as well regulatory
requirements that should be considered and
addressed when developing new products and
services for Canadian residents. We also assist
clients on transactions involving the sale, transfer,
restructuring or merger of their businesses,
products and services, and with the development
of strategies in response to compliance audits and
inquiries, investigations, enforcement proceedings
and civil actions.
Tax
Our Tax Group advises on all aspects of Canadian
taxation, including corporate, commodity, sales
and use, international trade, customs, estate
planning, and pensions and employee benefits
matters. We have considerable experience
negotiating and managing all stages of the
tax dispute resolution process, from the initial
audit by the Canada Customs and Revenue
Agency (CCRA) to litigation before the courts.
We also assist clients in the preparation of briefs
seeking legislative amendments to Canada's
tax laws.
Tax Dispute Resolution
McCarthy Tétrault's Tax Dispute Resolution
Group advises on all levels of the tax dispute
process, from the audit and pre-assessment stage
through to the appeal and litigation process. The
group is renowned for its exceptional experience
in tax law and litigation, with a remarkable record
of precedent-setting tax decisions to its credit.
Technology
Our Technology Group is distinguished by a
combination of legal and technical experience in
various legal areas, including e-commerce,
corporate finance, mergers and acquisitions,
licensing, joint ventures, outsourcing, strategic
alliances, intellectual property, employment,
telecommunications, litigation, finance and
taxation. Working together with lawyers from our
Financial Services and CFMA Groups, we provide
7
counsel to a diverse client base, from start-up
enterprises to leading technology corporations and
investment companies. Our lawyers provide
effective, innovative and flexible legal services to
a broad spectrum of clients, such as software
developers, Internet companies, new media
publishers, outsourcing services suppliers and
buyers, hardware manufacturers, financial
intermediaries, universities and governments.
Telecommunications
McCarthy Tétrault’s Telecommunications Group
provides advice and representation on regulatory,
commercial and financial aspects of the
telecommunications business worldwide. We have
worked on telecommunications projects in more
than 25 countries in North, South and Central
America; Europe; the Middle East; Asia; and
Africa. We provide a broad range of legal and
consulting services to telecommunications
carriers and users, regulatory agencies,
governments, international financial institutions,
new service providers, investment banks,
telecommunications equipment, and systems
suppliers and contractors. In recent years, we
have worked on a wide range of matters, such
as regulatory and policy issues; mergers and
acquisitions; financing; privatization; licensing;
joint ventures; competition issues; internet
and electronic commerce; interconnection;
and outsourcing.
Trade Law
Our Trade Law Group advises on a wide range
of measures concerning cross-border trade in
goods, services, technology and intellectual
property, including customs and tariff laws,
import, export and transaction controls,
economic sanctions and trade remedies. We have
been involved in most of the major anti-dumping
and countervailing cases heard in Canada over
the past three decades, acting for domestic
producers, importers, exporters and end-users of
subject goods. In addition, we have considerable
experience advising on the full range of customs
issues that arise on the importation of goods into
Canada, including customs valuation, transfer
pricing, tariff classification, rules of origin, the
marking of imported goods, duty remissions and
drawbacks, and seizures.
Trusts and Estates
McCarthy Tétrault’s Trusts and Estates Group
provides comprehensive advice and advocacy on
the full spectrum of trust and estate matters,
including tax planning, wills, trusts, charitable
organizations, powers of attorney, incapacity
planning, contentious proceedings, and estate
administration and accounting. Our
comprehensive estate plans and trusts facilitate
the accumulation, management and preservation
of wealth and the orderly devolution of assets to
subsequent generations. We are engaged in every
stage of the planning process and work seamlessly
with other members of the firm to deliver the best
representation and advice from the top talent in
all areas of the law. This enables us to best advise
8
our clients on meeting their goals, such as tax
minimization and wealth preservation.
Our Knowledge
Management System
Law firms throughout the world are now being
challenged as never before to better manage their
collective knowledge and expertise to serve their
clients. To address this we have developed an
electronic Knowledge Management system that
captures and retains existing firm-wide
knowledge and gives our lawyers access to up to
the minute legal developments. The system also
enables our lawyers to leverage the wealth of
knowledge in the firm to provide quality service
to our clients in a timely and efficient manner.
McCarthy Tétrault's Knowledge Management
system is supported by full-time knowledge
management lawyers who ensure the accuracy
and timeliness of the content. With this
electronic matrix of skill, we can quickly put in
place the right team of experts to meet the
complex needs of our clients.
Contact Us
To learn more about what Canada's premier law
firm can do for you, please contact any of our
Regional Managing Partners, our National
Marketing Director or visit us at mccarthy.ca.
Vancouver
P.O. Box 10424, Pacific Centre
Suite 1300, 777 Dunsmuir Street
Vancouver BC V7Y 1K2
Tel: 604.643.7100 Fax: 604.643.7900

Calgary
Suite 3300, 421 - 7th Avenue SW
Calgary AB T2P 4K9
Tel: 403.260.3500 Fax: 403.260.3501

London
Suite 2000, One London Place
255 Queens Avenue
London ON N6A 5R8
Tel: 519.660.3587 Fax: 519.660.3599

Toronto
Box 48, Suite 4700
Toronto Dominion Bank Tower
Toronto ON M5K 1E6
Tel: 416.362.1812 Fax: 416.868.0673

Ottawa
The Chambers
Suite 1400, 40 Elgin Street
Ottawa ON K1P 5K6
Tel: 613.238.2000 Fax: 613.563.9386

Montréal
Le Windsor
1170 Peel Street
Montréal QC H3B 4S8
Tel: 514.397.4100 Fax: 514.875.6246

Québec
Le Complexe St-Amable
1150, rue de Claire-Fontaine, 7e étage
Québec QC G1R 5G4
Tel: 418.521.3000 Fax: 418.521.3099

New York
One New York Plaza, 25th Floor
New York, NY 10004-1980 U.S.A.
Tel: 212.785.6410 Fax: 212.785.6438

United Kingdom & Europe

5 Old Bailey, 2nd Floor
London, England EC4M 7BA
Tel: +44 (0)20 7489 5700 Fax: +44 (0)20 7489 5777
November 2004

mccarthy.ca