The Hand-over

by Elaine Dewar

  Rob Prichard, on the Onex board since 1994, attended at least one Bilderberg group meeting (which is by invitation only) as did Nigel Wright when he worked for the Prime Minister. Though Gerald Schwartz’s business is heavily reliant on free trade in financial services, and benefits from a world in which money can move easily across borders, his name and his company’s name do not appear on Bilderberg invitee lists. I suppose that since his spouse is on the Onex board, the Onex presence is implicit.

  See: “Decade of the Dynamo,” by Jack Batten, University of Toronto Magazine, Summer 2000.

  See: public information returns of the Bennett Family Foundation, available on the CRA website under registered charities.

  See: “Canadian business legend Gerry Schwartz receives honorary Doctor of Laws Today,” by Jennifer Robinson and Lucianna Ciccocioppo, www.law.utoronto.ca/news/Canadian-business-legend-Gerry-Schwartz-receives-honorary-doctor-of-laws-today.

  See: Ed Iacobucci at http://www.law.utontonto.ca/faculty-staff/full-time-faculty/Edward/Iacobucci. See also at http:// www.law.utoronto.ca/documents/alumni/Nexus_spring04.pdf.

  See: Mount Sinai Hospital press release, Dec. 5, 2013 at www.mountsinai.on.ca/about_us/news/2–13.

  See: bio, Robert Prichard, Chairman of the Board, Bank of Montreal,at www.bmo.com/home/about/banking/comporat-information/executive-bios/robert-prichard.

  See: obit of Alison Gordon by Brendan Kennedy at thestar.com, February 12, 2015.

  See: CIBC Historical Effective Prime Rate for June 25th. It rose one percentage point by the next month. http://www.fin.gov.bc.ca.

  See: The Perilous Trade, by Roy MacSkimmingpp. 161–162.

  See: Quill & Quire, Hamish Cameron, February 1986. See also The Perilous Trade, pp.161–162.

  Ibid, MacSkimming, p. 162.

  See: CRA website: Bennett Family Foundation, founded 1983, directors from 1983 are Avie Bennett, Beverly Bennett and W. Norman Ross.

  See: biography of N. William Ross, WeirFoulds LLP, on the Canadian Mint website.

  See: CRA, information return, Bennett Family Foundation, 2015.

  Returns of the Bennett Family Foundation: CD-ROM providing scans of annual returns from 2005 until 2013, in author’s possession. Other returns available on CRA website.

  See: “Good Reviews” by David Olive, Toronto Life, June 1988.

  Ibid, MacSkimming, p. 142.

  Ibid, MacSkimming, p.142–143.

  “Good Reviews” David Olive, Toronto Life, June 1988

  Ibid, Olive.

  Ibid, Olive.

  Ibid, MacSkimming, p. 164.

  Ibid, Olive, Toronto Life, June 1988, plus author interview with Avie Bennett.

  See: The Reichmanns: Family, Faith, Fortune and the Empire of Olympia & York, by Anthony Bianco, p. 531.

  Ibid, Bianco, p. 532.

  See: “Defenders of the Pen,” by Stevie Cameron, National Magazine, Canadian Bar Association, May 1993, at julianporterqc.com/press.

  “Black’s Legal Jousts Continue,” by Charlie Smith, Georgia Strait, November 18, 2004.“US Securities settlement with Conrad Black could be used against OSC,” Maclean’s, Canadian Press, Aug. 15, 2013. See also: “Garth Drabinsky’s Fatal Flaw,” by Anne Kingstone, Maclean’s, April 9, 2009.

  And so, some journalists who had been sued, or threatened with a lawsuit, began to investigate the libel law of Ontario, asking why plaintiffs who resided elsewhere preferred to sue in Ontario. It turned out Ontario had become well known as a plaintiff-friendly venue in libel suits. We put together a brief about how this had resulted in important stories being killed by major newspapers afraid of the costs of libel suits, or never even started. We wrote that Ontario libel law represents a danger to a vibrant economy and a healthy democracy, and we tried to interest the Ontario government in reform of the law. That’s when we discovered that the government had been hard at work on a policy review which would have led to the law becoming even more draconian if certain interests had had their way. We were given a policy paper that had been written by government lawyers without taking soundings from journalists, but after paying close attention to the concerns of leading plaintiffs’ lawyers. One of the changes under consideration was to permit dead people to sue. When we at last won a meeting with a Deputy Minister, who, we were told, could make the government listen to reason, she told us she had no sympathy for our concerns as there was a journalist in town who had reported on her work who she wanted to sue. When we finally got a meeting with the Attorney General, Howard Hampton, after the NDP won the 1990 election, he listened impatiently as John Ralston Saul (best-selling author, former assistant to Maurice Strong at Petro-Canada, partner of Adrienne Clarkson and later the head of PEN International), explained about the danger of libel chill by reference to the Dreyfus trials and Émile Zola. After about five minutes, Hampton told us there would be no change to the law and left the room.

  Ibid, Olive.

  Erin Lemon, the U of T, email to author of July 27, 2015.

  See: citation for Avie Bennett, Member, Order of Canada, 1991 www.gg.ca/honour.

  Ibid, Olive.

  See: “Word for Word: Bennett on Books,” Maclean’s, Sept. 27, 1999.

  As Marci McDonald recounted in her excellent 2005 story for Toronto Life called “The Heather & Gerry Show,” Reisman, Schwartz and Prichard had all helped Peterson and his Party. Schwartz raised money for Peterson and for the federal Liberals. Reisman acted as an advisor. Prichard helped the Peterson government with the transition to power (he would do the same for the NDP and then the Conservatives). Apparently, the Reisman/Schwartzs and the Prichards became good friends in this process, together with historian Irving Abella (author of None Is Too Many ) and his wife Rosalie Abella (then a judge of the Ontario Court of Justice, appointed to the Supreme Court in 2004 by Schwartz/Reisman’s good friend, Prime Minister Paul Martin). Thanks in part to Gerald Schwartz, there is now a Rosalie Silberman Abella Moot Court room at U of T Law School. See report of the U of T Alumnae.

  See: c.v. of David Peterson as posted on University of Toronto website as of 2009 in Governing Council members’ biographies. See also: David Peterson bio at Bloomberg.com.

  See: “Penguin Sets up Canadian Board, with Rob Prichard at its head.” By John Barber, Globe and Mail, September 21, 2010.

  See: “Shakeup at Torstar,” by Grant Robertson and Gordon Pitts, Globeinvestor.com

  See: Titans, Peter C. Newman, p. 131.

  See: “Mr. Premier Returns Home,” Torys LLP website.

  I’ve been on the opposite side of Torys twice. The first time, I said several bad words to one of their lawyers and was tempted to swear at another. The second time, I grew to like them. If you’re thinking it’s because that second time was the electronic rights class action, when we succeeded at the Supreme Court of Canada against Thomson, you’re right, but also wrong. Thomson was represented in that action by two of Torys’ smartest advocates and it was a pleasure to deal with them.

  Ibid, Titans, Newman, pp. 55–58.

  For history of Torys LLP, consult “Our Story” at www.torys.com.

  See: biography of Robert Prichard at www.torys.com.

  See: Interview with Robert Prichard, “Prichard the Third” by Thomas Watson, Canadian Business, www.CanadianBusiness.com, April 8, 2011.

  See: www.casselsbrock.com/people, Marshall­ Cohen, and see also Titans, Newman, pp. 34–35.

  See: Ibid, Anthony Bianco, p. 465

  See: Cadillac Fairview history at. www.cadillacfairview.com/en_CA/About-us.

  See: Canadian Architect, June 2001, by Leslie Jen.

  His involvement with Penguin Canada was listed in various bios posted on the websites of organizations he is associated with, including his Torys bio. But recently, it disappeared.

  Ibid, John Barber, Globe and Mail, September 21, 2010
.

  See: Section 118.1 Income Tax Act (RSC 1985 5th supplement), and section 13 and subsection (19) (26) (27). And: sections dealing with the meaning of arm’s length from Canada Revenue Agency Income Tax Form, S1 F5, c 1 Related Persons and dealing at Arm’s Length.

  See: 1.38 from Canada Revenue Agency Tax Form S1-F5-C1: Related Person and dealing at arm’s length.

  See: Testimony of Jeffrey Richstone to the Standing Committee on Canadian Heritage, March 28, 2000. Richstone described the Department’s de facto control test as follows: “…in the de facto control test you look at a host of different factors, including supply arrangements, financing arrangements, all those kinds of things. Under the act, you’re allowed full discretion to really fully explore those issues. It’s often very much a weighing factor. You weigh all the factors on one side and weigh all the factors on the other and the minister decides finally whether there is a control factor.”

  See: Onex Information circular, May, 2016.

  See: Governor General of Canada’s Order of Canada website.

  Letter of Catherine Riggall to Missy Marston-Shmelzer, July 4, 2011.

  See: Order of Canada citation for Jon Dellandrea at Governor General of Canada’s Order of Canada website.

  See: “Chee: Building an economic bridge to China” by Jacquie McNish, Globe and Mail, March 25, 2011.

  See: biography of Trina McQueen at http://www.Shulich.yourku.ca/faculty/trina-mcqueen.

  See: www.ontario.ca/laws/statute/90f31#BK3.

  See: Freedom of Information and Protection of Privacy Act of Ontario, Third Party Information, section 17(2).

  anatomy.utoronto.ca/about/history.htm.

  Ibid, Evidence, Standing Committee on Canadian Heritage, May 9, 2000.

  The use of the proceeds from the sale of the shares, or from any profits accruing to the University from the operations of M&S, were laid out in an Agreement between First Plazas and University of Toronto dated June 30, 2000 and signed by Robert Prichard for the Governing Council of University of Toronto, and Avie Bennett for First Plazas Inc. An endowment was to be created by the University to be used for the advancement of Canadian culture under the management of the University through something called the Bennett Committee comprising seven individuals appointed by the President of U of T, normally including one of its nominated directors on the M&S board, three faculty etc. The Committee would decide whether income from its shares of M&S would be put in the endowment, or “expendable,” though any income resulting from the sale of shares had to be endowed.

  See: Section 3.3(a) Administrative Services and Financial Support Agreement, between McClelland & Stewart Ltd. and Random House of Canada, July 1, 2000.

  See: Investment Canada Act, Section 37(4).

  See: University of Toronto News; McClelland & Stewart, press release of June 26, 2000.

  See: Share Purchase Agreement between First Plazas Inc. Vendor, and Random House of Canada, Purchaser, 6:00 a.m. July 1, 2000, Article 2.3.

  See: Administrative Services and Financial Support Agreement, between McClelland & Stewart Ltd., and Random House of Canada Ltd. July 1, 2000 Articles 2.1, 2.2, 5.1, 3.3 (s) and (c).

  Ibid, Administrative Services and Financial Support Agreement, Article 3.3

  Ibid, Administrative Services and Financial Support Agreement, Article 2.3

  See: Schedule A, Administrative Services and Financial Support Agreement, Article 2.

  Ibid, Schedule A, Article 3.

  Ibid, Schedule A, Article 7.

  Ibid, Schedule A, Article 8.

  Ibid, Schedule A, Article 9.

  See: Unanimous Shareholder Agreement, Section 2.

  Ibid, Unanimous Shareholder Agreement, Section 2.7.

  Ibid, Unanimous Shareholder Agreement, Section 2.8.

  Ibid, Unanimous Shareholder Agreement, Section 4.

  Ibid, Unanimous Shareholder Agreement, Section 5.6(5).

  Ibid, Unanimous Shareholder Agreement, Section 5.4.

  Ibid, Unanimous Shareholder Agreement, Section 5.5.

  Ibid, Unanimous Shareholder Agreement, Section 5.6(1).

  Ibid, Unanimous Shareholder Agreement, Section 5/6 F(2)(c).

  See: “Re: Fair Market Value of Shares of McClelland & Stewart Ltd. Donated to the University of Toronto,” Ernst & Young Corporate Finance Inc., August 4, 2000.

  Ibid, Ernst & Young Corporate Finance Inc., August 4, 2000.

  See: Letter of Tad Brown to Avie Bennett, September 26, 2000.

  See: Memo from Helen Choy to Pierre Piché, April 28, 2006.

  Ibid, Memo from Choy.

  See: “Canadian writing enjoys a golden age despite takeover of McClelland & Stewart” Editorial, Toronto Star, Jan.13, 2012. Also see: “Bennett’s efforts deserve praise,” Letter to the Editor of David Naylor, President, University of Toronto, January 14, 2012.

  See: Asset Purchase Agreement between First Plazas and McClelland & Stewart Ltd., 12:01 a.m., July 1, 2000. Though a transitional services agreement is referred to, it was not attached.

  Asset Purchase Agreement at section 2.2.

  See: Share Purchase Agreement, between Random House of Canada; The Governing Council of the University of Toronto and McClelland & Stewart Ltd., December 30, 2011, article E.

  Ibid, Share Purchase Agreement, Section F.

  Ibid, Share Purchase Agreement, Section G.

  See: “Random House of Canada merges M&S and Doubleday Canada,” by Leigh Ann Williams, Publishers Weekly, June 21, 2012; and also “Doubleday Canada and McClelland & Stewart merge into new publishing group,” by Mark Medley, National Post, June 20, 2012.

  See: Letter of David Naylor to Judith Wolfson and Cathy Riggall, September 1, 2011.

  See: letter of Cathy Riggall to David Naylor and Judith Wolfson, September 6, 2011.

  See: letter of David Naylor to Cathy Riggall and Judith Wolfson, September 7, 2011.

  See: letter of Cathy Riggall to David Naylor and Judith Wolfson, September 7, 2011.

  See: letter of David Naylor to Cathy Riggall and Judith Wolfson, September 7, 2011.

  See: letter of David Naylor to Brad Martin, September 26, 2011.

  See: letter of Brad Martin to David Naylor, September 26, 2011.

  See: letter of Howard Jones to Elaine Dewar, January 13, 2016.

  See: Advice to Minister Moore, Random House of Canada Announcement Regarding its acquisition of McClelland & Stewart, January 20, 2012.

  See: Advice/Recommendation to Minister Moore, dated June 20, 2012.

  See: Access to Information response, Department of Canadian Heritage, February 24, 2016. Section 14(1) under which these pages were withheld falls under statutory prohibitions against disclosure. “24.(1) The head of a government institutions shall refuse to disclose any record requested under this Act that contains information the disclosure of which is restricted by or pursuant to any provision set out in Schedule II.” Schedule II was not attached.

  See: Letter of Rafael Eskenazi for Howard Jones, Freedom of Information and Privacy Coordinator, University of Toronto, to Elaine Dewar, February 22, 2016.

  See: Memo from Tad Brown, Finance and Development Council, University of Toronto, to Felix Chee, November 18, 2003.

  See: Schedule of meetings of Business Board and Governing Council of University of Toronto available online under University of Toronto Business Board meeting schedule.

  See: Amendment No. 1 Unanimous Shareholder Agreement between University of Toronto and Random House of Canada Ltd. and McClelland & Stewart Ltd. and First Plazas Inc., April 1, 2004.

  See: Certificate of Articles of Amalgamation, July 1, 2004, McClelland & Stewart Ltd. and Macfarlane, Walter & Ross.

  See: McClelland & Stewart Ltd. Bylaw No. 2. A bylaw relating generally to the conduct of the business and af
fairs of McClelland & Stewart Ltd. adopted on amalgamation on July 1, 2004.

  See: bio of Felix Chee from Teck Resources site as of 06/9/15.

  See: Minutes of Governing Council University of Toronto, February 11, 2004, appointment for Riggall to begin February 12, and for Vivek Goel to begin on February 12 to replace Provost Shirley Neuman who resigned on February 4. Riggall’s appointment was for no more than one year.

  See: minutes of Governing Council meetings of March 12, 2004 and March 29, 2004.

  See: minutes of Governing Council Meeting March 29, 2004.

  See: minutes of March 12, 2004, the U of T Governing Council. See also story of James Hughes, the Varsity, July 19, 2004.

  See: Minutes of Governing Council, March 12, 2004.

  See: “University of California expected to name Birgeneau to Berkeley,” by Caroline Alphonso, Globe and Mail, July 26, 2004. Ibid, James Hughes, the Varsity, July 19, 2004.

  See: bios: Governing Council 2003–2004 Chairman is Simpson, Vice-Chairman is Patten. 2004–2005 Chairman is Patten, Vice-Chairman is Jack Petch.

  See: minutes of Governing Council meeting of August 16, 2004. Iacobucci’s appointment was the only business.

  See: “Torstar names Iacobucci Chairman,” by Richard Blackwell, Toronto Star March 30, 2005.

  See: Note 2 to draft Non Consolidated Financial Statement for year ended December 31, 2005.