The Hand-over

by Elaine Dewar

  Tuesday, February 29, 2000.

  Thursday, March 2, 2000.

  Thursday, April 13, 2000.

  Tuesday, March 28, 2000.

  Thursday, March 30, 2000.

  Tuesday, May 9, 2000.

  Tuesday, March 13, 2001.

  Testimony on proposed purchase of Lions Gate:

  Tuesday, June 1, 2010.

  Thursday, June 3, 2010.

  Testimony on newspapers and broadcasting:

  Tuesday, February 23, 2016.

  Access to Information and Freedom of

  Information and Protection of Privacy

  Responses to requests under Access to Information Act

  Request #1

  Advice/Recommendation to Minister Moore, Issue-Enjeu Random House Canada Announcement regarding Its Acquisition of McClelland & Stewart, November 16, 2011.

  Advice/Recommendation to Minister Moore, Issue-Random House Canada Announcement Regarding Its Acquisition of McClelland & Stewart, January 4, 2012.

  Advice/Recommendation to Minister Moore, January 4, 2012.

  Advice/Recommendation to Minister Moore, Issue-Enjeu Random House of Canada Announcement Regarding Its Acquisition of McClelland & Stewart, January 20, 2012. Source: January 10, 2012 Announcement by Random House Canada.

  Advice/Recommendation to Minister Moore, Issue-Enjeu Doubleday Canada and McClelland & Stewart merge into new publishing group, June 20, 2012. Source: National Post, June 20, 2012.

  Untitled document labelled only Q & A.

  Untitled document listing page numbers withheld under subsection 24(1) of the Access to Information Act.

  Request #2

  Untitled and unlabelled spreadsheet with headings as follows: names, category, email, table number, comments, Twitter handle, under 40, Aboriginal, Industry, Organization, Title/role as presented on CD-ROM.

  Statement that pages 9–14 of an unlabelled document have been withheld pursuant to section 19(1) of the Access to Information Act.

  Responses to requests under FIPPA

  FIPPA #1

  Request for Opinion Regarding First Plazas Inc. Gift of 75% of McClelland & Stewart Business to University of Toronto and Sale of Remaining 25% to Random House of Canada Ltd., June 2, 2000.

  Memorandum to Members of the Business Board, University of Toronto: Agenda Item: 6. Proposed Gift, June 20, 2000.

  Memorandum to President Robert Prichard Re: Transfer of a Majority Interest of McClelland & Stewart Ltd. to the University of Toronto by First Plazas Inc., June 20, 2000.

  Letter from J. Robert S. Prichard, President, University of Toronto to Director of Investments, Department of Canadian Heritage, Attention Michael Wernick, re: McClelland & Stewart Ltd., June 21, 2000.

  Letter from Minister of Canadian Heritage, Sheila Copps, to Mr. N. William C. Ross, Weir & Foulds, re: Request for an opinion under Section 37 of the Investment Canada Act regarding First Plazas Inc. gift of 75% of McClelland & Stewart Ltd. to University of Toronto and sale of remaining 25% to Random House of Canada Ltd., June 23, 2000.

  University of Toronto News, “McClelland & Stewart Owner Donates Canadian Publishing House to University of Toronto,” June 26, 2000. Contacts: Jane Stirling University of Toronto Public Affairs; Kelly Hechler Director of Publicity McClelland & Stewart, Kelly Duffin VP, Director of Communications, Random House of Canada.

  Letter from Louis R. Charpentier, Secretary of the Governing Council, University of Toronto, to Professor J.R.S. Prichard, President, University of Toronto re: McClelland & Stewart gift to the University of Toronto, June 29, 2000.

  Fax via Torys from J. Robert S. Prichard, President and Louis R. Charpentier, Secretary, Governing Council, University of Toronto to Director of Investments, Canadian Heritage, re: Opinion of the Minister Regarding the Acquisition of McClelland & Stewart Ltd. by the University of Toronto and Random House of Canada Ltd., June 30, 2000.

  Agreement Between: First Plazas Inc. (the “Donor”) and The Governing Council of the University of Toronto ( the “University”), signed by J. Robert S. Prichard, President, University of Toronto, and Avie Bennett, First Plazas Inc., June 30, 2000.

  Share Purchase Agreement between: First Plazas Inc., (the “Vendor”) and Random House of Canada Ltd., (the “Purchaser”) signed by First Plazas Inc., signing officer and John Neale (and one other) for Random House of Canada Ltd. 6:00 a.m. July 1, 2000.

  Administrative Services and Financial Support Agreement between: McClelland & Stewart Ltd. and Random House of Canada Ltd., signed by Douglas M. Gibson, for McClelland & Stewart Ltd. and John Neale plus one other for Random House of Canada Ltd., July 1, 2000.

  Unanimous Shareholder Agreement between: The Governing Council of the University of Toronto and Random House of Canada Ltd. and McClelland & Stewart Ltd. and First Plazas Inc., signed by Wendy M. Cecil-Cockwell, Chairman, and Louis R. Charpentier, Secretary of the Governing Council, John B. Neale, Chairman and Douglas A. Foot, Chief Operating Officer Random House of Canada Ltd., Douglas M. Gibson, President McClelland & Stewart Ltd., and Avie Bennett, President First Plazas Inc., July 1, 2000.

  Certificate of McClelland & Stewart Ltd. regarding transfer of 7500 common shares to University of Toronto as a deed of gift and transfer of 2500 common shares to Random House of Canada from the capital of the corporation from First Plazas Inc. has been approved, as signed by the sole shareholder of the Corporation, signed by Douglas M. Gibson, President of McClelland & Stewart Ltd., July 1, 2000.

  Transitional Services Agreement between First Plazas Inc., and McClelland & Stewart Ltd. and Random House of Canada Ltd. signed by Avie J. Bennett, President First Plazas Inc., and Douglas Gibson, President, McClelland & Stewart Ltd., and by John Neale, Chairman, Random House of Canada and Douglas A. Foot, Chief Operating officer, Executive Vice-president and Secretary, Random House of Canada Ltd., July 1, 2000.

  Authorization Form Number 2, Date July 10, 2000, Authorization on behalf of the Governing Council Under Summer Executive Authority, recommended by Louis B. Charpentier, approved on behalf of Governing Council, President Robert J. Birgenau, Chairman Wendy M. Cecil-Cockwell.

  Interoffice Memorandum from Tad W. Brown to Donald Lindsey and copies to Robert Birgenau, Jon Dellandrea, Robert White, Louis Charpentier, re McClelland & Stewart Shart Certificate, July 11, 2000.

  Letter from Neil Dobbs, Assistant Secretary of Governing Council, University of Toronto to Robert J. Birgeneau, President, University of Toronto, re McClelland & Stewart Gift, July 19, 2000.

  News @U of T, “Major Canadian publishing house donated to U of T: Owner Bennett acts to ensure McClelland & Stewart’s future,” by Jane Stirling. June 26, 2000.

  Memorandum from Ronald W. Scott, BA, CA, CBV, Ernst & Young Corporate Finance Inc. to W.G. Tad Brown, LLB., Finance and Development Counsel, University of Toronto, re: Fair Market Value of Shares of McClelland & Stewart Ltd. Donated to the University of Toronto, August 4, 2000.

  Interoffice Memorandum from W. G. Tad Brown, Finance & Development Counsel, University of Toronto to Susana Gajic, copy to Rivi Frankle, re: Tax Receipt for Donation of Shares of McClelland & Stewart Ltd. September 12, 2000.

  Letter from W.G. Tad Brown, Finance and Development Counsel, University of Toronto, to Avie Bennett, First Plazas Inc., copies to Jon Dellandrea and Rivi Frankle, re: chartiable tax receipt of $15,900,000, September 26, 2000.

  Letter from W.G. Tad Brown, Financial and Development Counsel, University of Toronto, to Avie Bennett, First Plazas Inc., re: copy enclosed of original valuation report prepared by Ernst & Young, October 4, 2000.

  Certificate issued by The University of Toronto Campaign, official receipt for income tax purposes to First Plazas Inc., for $15,900,000 for 7,500 McClelland & Stewart shares. Receipt Number 176352. Date received: July 1, 2000; date issued September 21, 2000. Appraiser: Ronald W. Scott, Ernst & Young Corporate Finance Inc. />
  Letter from Avie Bennett, Chairman, McClelland & Stewart Ltd., to W. G. Tad Brown, Finance and Development Counsel, University of Toronto, October 5, 2000.

  Letter from Andrew Drummond, Secretary of the Executive Committee (University of Toronto) to The Honourable Frank Iacobucci, Interim President, University of Toronto, re: External Appointments: McClelland &Stewart Ltd., copies to Dr. Avie Bennett, Chair, McClelland & Stewart Ltd. and Ms. Catherin Riggall, Vice-President, Business Affairs, March 16, 2005.

  Letter from Henry Mulhall, Secretary of the Executive Committee, to Professor David Naylor, President, University of Toronto, re: external appointments: McClelland & Stewart Ltd., copies to Dr. Avie Bennett, Chair, McClelland & Stewart Ltd., Ms. Catherine Riggall, Vice-President, Business Affairs, April 28, 2006.

  Memorandum from Helen Choy, Manager, Accounting Services, Office of the Vice-President, Business Affairs-Financial Services, to Pierre Piché, Controller & Director, Financial Services Department, re: Investment write-down for McClelland & Stewart Ltd., April 26, 2006.

  Emails between Helen Choy, Pierre Piché and Catherine Riggall, dated October 23, 2007, October 24, 2007, May 1, 2008.

  Letter from Henry Mulhall, Secretary of the Executive Committee, Governing Council, to Professor David Naylor, President, University of Toronto, re: External Appointment: McClelland & Stewart Ltd. (appointment of Ms. Trina McQueen) copies to Dr. Avie Bennett, Chair, McClelland & Stewart Ltd., and Ms. Catherine Riggall, Vice-President, Business Affairs, December 1, 2006.

  Letter from Henry Mulhall, Secretary of the Executive Committee, Governing Council to Professor David Naylor, President University of Toronto, re: External Appointments: McClelland & Stewart Ltd.,copies to Dr. Avie Bennett, Chair, McClelland and Stewart Ltd., and Ms. Catherine Riggall, Vice-President, Business Affairs, March 13, 2007.

  Letter from Henry Mulhall, Secretary of the Executive Committee, Governing Council to Professor David Naylor, President, University of Toronto, re: External Appointment: Directors, McClelland and Stewart Ltd., copies to Dr. Avie Bennett, Chair, McClelland & Stewart Ltd., and Ms. Catherine Riggall, Vice-President, Business Affairs, March 17, 2008.

  Letter from Henry Mulhall, Secretary of the Executive Committee, Governing Council to Professor David Naylor, President University of Toronto Re: External Appointments: Directors, McClelland & Stewart Ltd., copies to Dr. Avie Bennett, Chair, McClelland & Stewart Ltd., and Ms. Catherine Riggall, Vice-President, Business Affairs, February 17, 2000.

  Letter from Henry Mulhall, Secretary of the Executive Committee to Professor David Naylor, President University of Toronto re: External Appointments: Directors, McClelland and Stewart Ltd. copies to Dr. Avie Bennett, Chair, McClelland and Stewart Ltd., Ms. Catherine Riggall, Vice-President, Business Affairs, March 3, 2010.

  Letter from Henry Mulhall, Secretary of the Executive Committee Governing Council to Professor David Naylor, President University of Toronto re: External Appointments: Directors, McClelland and Stewart Ltd,. copies to Dr. Avie Bennett, Chair, McClelland and Stewart Ltd., Ms. Catherine Riggall, Vice-President, Business Affairs, March 15, 2011.

  Letter from Catherine J. Riggall, Vice-President, Business Affairs, University of Toronto to Ms. Missy Marston-Shmelzer, Director Cultural Sector Investment Review, Canadian Heritage, re: Proposed Disposition of the University of Toronto’s Shares in McClelland & Stewart Ltd., July 4, 2011.

  Letter from Catherine J. Riggall, Vice-President, Business Affairs, University of Toronto to Ms. Missy Marston-Shmelzer, Director Cultural Sector Investment Review Canadian Heritage, re: Proposed Disposition of the University of Toronto’s shares in McClelland & Stewart Ltd. July 6, 2011.

  Email from David Naylor, President University of Toronto to Brad Martin, CEO, Random House of Canada, September 26, 2011.

  Email from Brad Martin, CEO Random House of Canada, to David Naylor, President, University of Toronto, September 26, 2011.

  Waiver from First Plazas Inc., Avie Bennett, to The Governing Council, University of Toronto, re: Deed of Gift, waiving all conditions, requirements and obligations of U of T under the Agreement of June 30, 2000, December 15, 2011.

  Editorial Toronto Star: “Canadian writing enjoys a golden age despite takeover of McClelland & Stewart,” January 13, 2012.

  Letter to Editor Toronto Star, “Bennett’s efforts deserve praise,” re: Canada’s golden age of literature, Editorial Jan. 14, by David Naylor, President, University of Toronto, Jan. 19, 2012.

  Asset Purchase Agreement between: First Plazas Inc. and McClelland & Stewart Ltd. Signed by Avie Bennett for First Plazas Inc. and Douglas M. Gibson for McClelland & Stewart Ltd. At 12:01 a.m. July 1, 2000.

  Share Purchase Agreement among: Random House of Canada Limited (“Buyer”) and the Governing Council of University of Toronto (“Seller”) and McClelland & Stewart Ltd. (“the Company”) signed by Brad Martin, CEO and Douglas Foot, Chief Financial Officer or Random House of Canada Limited, and Catherine J. Riggall, Vice-President, Business Affairs for the Governing Council of University of Toronto and Brad Martin Director and Douglas Foot, Director of McClelland & Stewart Ltd. December 30, 2011. Attachments include: consent of Minister of Canadian Heritage signed November 14, 2011; letter of Bradley Martin, President and Chief Executive Officer Random House of Canada Limited to Ms. Missy Marston-Shmelzer, Director Cultural Sector Investment Review re: Proposed Increase in the Random House of Canada Limited (“RHC”) ownership interest in McClelland and Stewart Ltd. (“M&S”) dated October 11, 2011, stating M&S business in distress for some years and no Canadians prepared to buy it, and including Schedule A “Undertakings. ”

  Email from David Naylor to Cathy Riggall and Judith Wolfson dated September 1, 2011.

  Email from Cathy Riggall to David Naylor and Judith Wolfson dated September 6, 2011.

  Email from David Naylor to Cathy Riggall and Judith Wolfson dated September 7, 2011.

  Email from Cathy Riggall to David Naylor, copy to Judith Wolfson, dated September 7, 2011.

  Email from David Naylor to Cathy Riggall, copy to Judith Wolfson, dated 7 September, 2011.

  Email from David Naylor to Brad Martin, CEO Random House of Canada, copies to Michael Kurts, Laurie Stephens, Judith Wolfson, Cathy Riggall, dated September 26, 2011.

  Email from Brad Martin to David Naylor, copies to Michael Kurts, Laurie Stephens, Judith Wolfson, Cathy Riggall.

  Responses to FIPPA #2

  Non-consolidated Statement of Income and Retained Earnings, McClelland & Stewart Ltd. for the period from June 8, 2000 to December 31, 2000, PriceWaterhouse Coopers.

  Non-Consolidated Statement of Operations and Retained Earnings (Deficit) for the year ended December 31, 2001, with comparative figures for the period from June 8, 2000 (date of inception) to December 31, 2000, McClelland & Stewart Ltd.

  Non-Consolidated Statement of Operations and Deficit Year ended December 31, 2002 with comparative figures for 2001, McClelland & Stewart Ltd.

  Non-Consolidated Statement of Operations and Deficit Year ended December 31, 2003 with comparative figures for 2002, McClelland & Stewart Ltd.

  Non-Consolidated Statement of Operations and Deficit Year ended December 31, 2004, with comparative figures for 2003, McClelland & Stewart Ltd.

  Non-Consolidated Financial Statements of McClelland & Stewart Ltd. Year ended Dec. 31, 2005, Draft #7, April 4, 2006.

  Amendment No. 1 Unanimous Shareholder Agreement Between: The Governing Council University of Toronto and Random House of Canada Ltd., and McClelland & Stewart Ltd. And First Plazas Inc. signed by Catherine Riggall for Governing Council University of Toronto, John Neale for Random House of Canada, Doug Pepper for McClelland & Stewart Ltd. and Avie Bennett for First Plazas Inc., April 1, 2004.

  Interoffice Memorandum from Tad Brown, Finance & Development Counsel University of Toronto to Felix Chee re: McClelland & Stewart, November 18, 2003.

  Certificate
from McClelland & Stewart Ltd. directors, Brad Martin and Douglas Foot, to the Governing Council University of Toronto and to Random House of Canada Limited re: share purchase agreement between University, Random House and McClelland & Stewart, December 30, 2011 with attachments, copy of the articles of amalgamation and bylaws, including certificate of amalgamation between McClelland & Stewart Ltd. and Macfarlane, Walter & Ross, signed by Douglas Pepper, President and Publisher McClelland & Stewart and Douglas Pepper, President and Publisher Macfarlane, Walter & Ross, dated July 1, 2004; statement of Director or Officer, signed by Douglas Pepper, June 15, 2004, for McClelland & Stewart; statement of Director or Officer, signed by Douglas Pepper, June 15, 2004 for Macfarlane, Walter & Ross; Certified copy of the Resolution of the Board of Directors of McClelland & Stewart Ltd., signed by Douglas Pepper and dated June 15, 2004; certified copy of the resolution of the board of directors of Macfarlane, Walter & Ross, signed by Douglas Pepper and dated June 15, 2004; resignation of Connie Fullerton sent to McClelland & Stewart Ltd. and to the Board of Directors and Members of the Corporation, dated May 3, 2005 and finally: Bylaw No. 1 of McClelland & Stewart Ltd. adopted on amalgamation on July 1, 2004, but enacted on June 8, 2000 and signed by Douglas Gibson, President.

  Offering Memorandum and Reorganization Documents

  Confidential Private Offering memorandum Onex Capital Corporation and Oncap Holding Corporation, February 3, 1986.

  In the Matter of the Securities Act R.S.O 1980, Chapter 466 and In the Matter of Canwest Capital Corporation and In the Matter of Onex Captial Corporation and Oncap Holding Corporation, Ruling.

  Selected Newspaper and Magazine Articles

  Anderson, Scott. “Avie (Bennett)’s Master Stroke,” Quill & Quire, August, 2000.

  Bagli, Charles V. “Trump Built His Empire as King of the Tax Break,” The New York Times, September 18, 2016.

  Barber, John. “Simon & Schuster gets green light to publish Canadian books domestically,” Globe and Mail, May 29, 2013.

  Bastien, Laurent. “The developer, the fugitive and the feud,” Globe and Mail, July 9, 2016.