H. GARFIELD EMERSON, Q.C., B.A., LL.B., ICD.D
In his early career from 1968 to 1991, Gar Emerson was a practising lawyer focussing on securities and corporate law and mergers and acquisitions. He resigned as a partner of Davies, Ward & Beck in 1991 to establish the investment banking firm of NM Rothschild & Sons Canada Limited, an affiliate of the international Rothschild investment banking group. While an investment banker, Gar Emerson accepted a number of directorships of public corporations and not-for-profit organizations. He was Chairman of Rogers Communications Inc. from 1993 to 2006. After 11 years as President and CEO of Rothschild Canada, he accepted the assignment of National Chairman of newly-merged Fasken Martineau DuMoulin LLP from 2001 to 2006. As an author, he has written many published articles on corporate and securities law and corporate governance.
In addition to corporate and not-for-profit directorships and positions, Mr. Emerson served as an Executive in Residence at the Rotman School of Management, University of Toronto, and at the Faculty of Public Affairs, Carleton University, and as a member of the Directors Faculty at the Directors College, DeGroote School of Business, McMaster University.
Mr. Emerson received a B.A. (Honours History) from Victoria University in the University of Toronto in 1963. He received his LL.B law degree (Honours) from the Faculty of Law, University of Toronto Law School in 1966 and was called to the Bar in Ontario in March 1968 (Honours). Mr. Emerson was a member of the Law Society of Ontario (formerly the Law Society of Upper Canada) until he resigned as a practising lawyer on December 31, 2016. He was appointed Queen’s Counsel in 1980.
Corporate and Securities Lawyer
From 1970 to 1990, Mr. Emerson was a partner in the Toronto law firm of Davies, Ward & Beck (now Davies, Ward, Phillips and Vineberg). During this period, he was engaged in securities law and corporate finance, primarily in the areas of advising public corporation on mergers and acquisitions, corporate and financial restructurings and private and public financings.
After servicing as President and CEO of NM Rothschild & Sons Canada Limited, Gar Emerson took the position of National Chair of the newly merged Fasken Martineau DuMoulin LLP (2001-2006), an international Canadian law firm, then with offices in Vancouver, Calgary, Toronto, Ottawa, Montreal and Quebec City and in London, England, Paris, France and Johannesburg, South Africa.
Investment Banking with Rothschild & Co.
From 1990 to 2001, Gar Emerson was the President and Chief Executive Officer of NM Rothschild & Sons Canada Limited, an investment banking and financial advisory firm he established in Canada in 1990 and which is part of the Rothschild international investment banking group then headed by the merchant bank NM Rothschild & Sons Limited of London, England. In 2003, Sir Evelyn de Rothschild stepped down as chairman of NM Rothschild & Sons Limited in London, to be succeeded by his cousin David de Rothschild. The French and English Rothschild businesses were merged in 2003, under a business registered in France. Today the business is known as Rothschild & Co.
As the senior executive of NM Rothschild Canada, Mr. Emerson provided investment banking advisory services to national and international public and private corporations and federal and provincial governments on mergers and acquisitions, corporate finance, strategic alliances, financial re-structurings and privatizations.
As a corporate director and a corporate and securities lawyer who advised on corporate governance, Mr. Emerson had experience in the corporate governance of public and private corporations including Crown corporations and not-for-profit entities.
- certified as a professional director by The Institute of Corporate Directors with the ICD.D designation following completion of the Directors Education Program;
- an Executive in Residence at the Rotman School of Management, University of Toronto;
- an Executive in Residence at the Faculty of Public Affairs, Carleton University;
- a member of the Directors in Residence Faculty of The Directors College, jointly sponsored by the DeGroote School of Business of McMaster University and the Conference Board of Canada;
- a graduate of the Corporate Governance Training Program for Directors of Crown Corporations offered by the Schulich Executive Education Centre, York University; and
- a frequent speaker at seminars and panels on corporate governance, including programs at the Rotman School of Management, The Directors College and Osgoode Hall Law School.
Corporate Directorships (selected)
Mr. Emerson’s significant experience as a director of public and private corporations included his positions as a director of:
- Rogers Communications Inc. (Rogers Communications). From March 1993 to March 2006, Gar Emerson was the non-executive Chairman of the Board of Directors of Rogers Communications, a diversified Canadian public communications and media company listed on the Toronto and New York Stock Exchanges, a wireless voice and data services provider, telephone and cable television services. During this time he was also non-executive Chairman of the Board and a director of Rogers Wireless Communications Inc., Rogers Cable Inc. and Rogers Media Inc.
- Mr. Emerson served as a director of Rogers Communications and its subsidiaries from 1989 to 2006.
- In addition to his role as non-executive Chairman of the Board, Mr. Emerson was Chair of the Executive Committee and of the Nominating and Corporate Governance Committee and a member of the Audit Committee, Finance Committee and the Compensation Committee of the Board of Directors of Rogers Communications. and it’s affiliated companies.
- Canada Deposit Insurance Corporation (CDIC). From December 1994 to June 2006, Mr. Emerson was a director of a federal Crown corporation that has a statutory mandate to provide deposit insurance to depositors of federally regulated deposit-taking financial institutions. The members of the Board of CDIC include the Governor of the Bank of Canada, the federal Deputy Minister of Finance and the Superintendent of Financial Institutions, Canada.
- During this period, he was Chair of the Audit Committee and Chair of the Human Resources and Compensation Committee and a member of the Executive Committee of the Board of Directors of CDIC.
- CAE Inc.(CAE). Mr. Emerson served as a director of CAE from 1992 to 2013. CAE, a Canadian public company listed on the Toronto and New York Stock Exchanges, is a global leading provider of simulation and modelling technologies and integrated training services for civil aviation and defence customers worldwide.
- He was Chair and a member of the Audit Committee and a member of the Corporate Governance Committee.
- Wittington Investments, Limited (Wittington). From 2002 to 2010, Mr. Emerson was a director of Wittington, a private Canadian investment holding company controlled by the Weston family that owns the majority equity ownership of George Weston Limited and Loblaw Companies Limited, public companies listed on The Toronto Stock Exchange.
- He was the Chair of the Audit Committee of Wittington.
- Canadian Tire Corporation, Limited (Canadian Tire). Mr. Emerson served as a director from 2007 to 2016 of Canadian Tire, a Canadian public company listed on The Toronto Stock Exchange that is engaged in general merchandise retailing, financial services and petroleum.
He was a member of the Audit Committee and of the Management Resources and Compensation Committee.
- Canada Trust Company (Canada Trust). Genstar Corp. acquired control of Canada Trust in 1985 and Mr. Emerson was appointed a director and member of the Executive Committee of Canada Trust.
- Hiram Walker Resources Ltd. (Hiram Walker). Following the unsolicited takeover of Hiram Walker by the Reichmann family through Olympia & York in 1986, Mr. Emerson was appointed a director of Hiram Walker and several of its subsidiaries including Consumers’ Gas.
- Marathon Realty Company Limited (Marathon). Mr. Emerson was a director of Marathon, then a wholly-owned subsidiary of Canadian Pacific Limited that owned and operated the separate commercial, income producing and development real estate businesses of Canadian Pacific across Canada.
- Mr. Emerson was a member of the Audit Committee.
- First Calgary Petroleums Ltd. (First Calgary). During 2008, Mr. Emerson was the Chairman of the Board of First Calgary, a Canadian public oil and gas exploration and development company listed on The Toronto Stock Exchange and the AIM market of the London Stock Exchange. As Chairman, Mr. Emerson led a strategic initiative that culminated in the sale of First Calgary to Eni SpA of Italy in late 2008.
- University of Toronto Asset Management Corporation (UTAM). Mr. Emerson was a director of UTAM, a separate corporate affiliate of the University of Toronto that managed the pension and endowment funds of the University and related entities.
- He was the Chair of the Compensation Committee.
- Prior to the incorporation of the UTAM, Mr. Emerson was a member of the President’s Investment Advisory Committee at the University of Toronto that had the prior responsibility for the management of the University’s pension and endowment funds.
- Genstar Capital Corp. (Genstar). Mr. Emerson was a director of Genstar, a private equity investment company funded and owned by certain Canadian and international financial institutions and private investors and which acquired, managed and sold diverse business operations in Canada and the United States.
- Mr. Emerson was Chair of the Audit Committee of Genstar.
- Open Text Corporation (Open Text). During 2008 and 2009 Mr. Emerson was a director of Open Text, a Canadian public enterprise software company listed on The Toronto Stock Exchange and NASDAQ.
- He was a member of the Corporate Governance Committee and the Compensation Committee.
- Sentry Capital Corp. (Sentry). from 2007 to 2017, Mr.Emerson served as a director of Sentry, a private Canadian wealth management company that provided portfolio management and advisory services to public mutual funds and investment funds.
- He was a member of the Executive, Audit, Governance and Compensation Committees.
- Pelmorex Media Limited (Pelmorex). Mr. Emerson was a director of Pelmorex, a private company that owned and operated the specialty television channel and service, The Weather Network.
- He was the Chairman of the Audit Committee.
Public Interest and Community Activities
- Member, University of Toronto Business Board.
- Member, University of Toronto President’s Investment Committee.
- Member, Canadian Club of Toronto.
- Member, National Board of the Canadian Council of Christians and Jews.
- Member, Canadian Psychiatric Research Foundation.
- Chair, Campaign for Victoria University in the University of Toronto (1995-2001).
- Founding Chair, Sunnybrook and Women’s Foundation (2002 -2003).
- Director of Sunnybrook and Women’s College Health Sciences Centre (2001-2005).
- Mr. Emerson was Chair of the Audit Committee, and a member of the Executive Committee and the Corporate Governance Committee of the Hospital.
- Vice Chair and a member of the Auditing and Assurance Standards Oversight Council, an independent body established to oversee the activities of the Auditing and Assurance Standards Board (2005-2007).
- Chairman of the Board, The York Club, Toronto (2008-2010).
Teaching and Educational Activities (selected)
- Instructor, Law Society of Upper Canada, Bar Admission Course, Corporate and Commercial Section, (1972, 1973).
- Instructor, Law Society of Upper Canada, Continuing Education Program, “Advising the Small Businessman“, (May 1973).
- Instructor, Faculty of Law, University of Toronto, Business and Corporation Programs, (1974, 1975).
- Speaker, Law Society of Upper Canada, Continuing Education Program, “Program on the Foreign Investment Review Act“, (May 1975).
- Speaker, Faculty of Administrative Studies, York University, Seminar Course on Mergers and Acquisitions, (November 1975).
- Speaker, Federation of Law Societies of Canada, Banff Conference on “Recent Developments in Corporate and Commercial Law – The Canada Business Corporations Act, the Proposed Ontario Securities Act, 1975 and the Foreign Investment Review Act“, (September 1975).
- Speaker, Osgoode Hall Law School, York University, Business Finance Program 1976-1977, “Private Placements and Public Distributions:.
- Speaker, Law Society of Upper Canada – Department of Continuing Education, “New Securities Legislation“, (May 1978).
- Speaker, Legal Education Society of Alberta, Banff Conference, “Securities Law and Practice in Alberta“, (November 1979).
- Speaker, The Canadian Bar Association – Ontario Continuing Legal Education, “Recent Securities And Corporate Law Developments – Advice to My Client“, (May 1980).
- Speaker, Canadian Tax Foundation, 1980 Corporate Management Tax Conference on Recent Developments in Corporate and Securities Law, (June 1980).
- Speaker, Law Society of Upper Canada, Special Lectures, 1982, “Corporate Law in the ’80s“, (March 1982).
- Chairman, “Securities Law 1982 – The Canadian Mosaic“, (November 1982).
- Speaker, Legal Aspects of Doing Business in Canada, (The Practising Law Institute, New York City, February 1983).
- Speaker, Canadian International Finance Seminar, (Institutional Investor, May 1983).
- Speaker, Canadian Bar Association – Ontario, Continuing Legal Education, “Securities Law – Ups and Downs“, (October 1983).
- Speaker, New York Bar Association, Banking, Corporation and Business Fall Meeting, Toronto, (October 1983).
- Speaker, “Practising Securities Law – Are the Quebec and Ontario Securities Regulations Compatible?“, (Richard De Boo, November 1983).
- Speaker, “Audit Committees under Attack“, Institute of Corporate Directors, (May 2002).
- Co-Chair, “Canada/US Financial Accounting & Reporting”, presenter and speaker, “The Post-Enron Era: Recent and Pending Changes to Financial Reporting and Accounting Requirements“, (The Canadian Institute, June 2002).
- Speaker, Canadian Corporate Counsel Association, Annual Meeting, “Great Expectations: Improving Corporate Counsel – Board Relations“, (August 2002).
- Keynote Address, The 9th Queen’s Annual Business Law Symposium, “The Corporation in the 21st Century”, “Sovereignty and Standards: Canada’s Response to Corporate Governance to Restore Investor Confidence“, (Queen’s University, November 2002).
“Corporations – Corporate Name – Jurisdiction of the Court under section 12(3) of the Corporations Act (Ontario)”, (XLVI The Canadian Bar Review 488, September 1968).
“Towards an Integrated Disclosure System for Ontario Securities Legislation”, (10 Osgoode Hall Law Journal 1, 1972).
“Towards an Integrated Disclosure System for Ontario Securities Legislation”, (revised), (Chapter 9, “Studies in Canadian Company Law”, edited by Jacob S. Ziegel, Volume 2, Butterworths, 1973).
“Canadian Corporation Precedents”, General Editor, Second Edition, Volumes 1-3, (Carswell, 1975-1990).
“Canadian Corporation Precedents”, General Editor, Third Edition, Volumes 1-3, (Carswell, 1987-1990).
“Canadian Securities Law Precedents”, General Editor, Volumes 1-3, (Carswell, 1985-1990).
“Prospectus Requirements, Reporting Issuers and Prospectus Exemptions under the Securities Act“, (Federation of Law Societies of Alberta, 1975).
“The ‘Closed System’ and the Sale of Securities Without a Prospectus under Bill 7“, (Law Society of Upper Canada, Department of Continuing Education, May 1978).
“Vendor Beware: The Issue and Sale of Securities Without a Prospectus under the Securities Act, 1978 (Ontario)”, (57 The Canadian Bar Review 195, June 1979).
“Take-Over Defences, The Fiduciary Obligations of Directors of Target Companies and the Rights of Its Shareholders“, (Legal Education Society of Alberta, November 1979).
“Current Securities and Company Law Developments in Corporate Financing”, (Corporate Management Tax Conference, Canadian Tax Foundation, 1980).
“Corporate Acquisitions through Third Party Mergers and ‘Squeeze-Ins’ and ‘Tag End’ Mergers“, (Canadian Bar Association, Ontario Continuing Legal Education, May 1980).
“Business Finance under the ‘Closed System’ of the Ontario Securities Act: Statutory Scheme and Pitfalls”, (Special Lectures of the Law Society of Upper Canada 1982, “Corporate Law in the 80s”, Richard De Boo Publishers, 1982).
“Short Form Prospectus Offerings in Canada“, (Insight Press, November 1982).
“Forms of Business Organizations, Legal Aspects of Doing Business in Canada“, (Practising Law Institute, February 1983).
Co-Author, “Report of the Committee to Review the Provisions of The Securities Act (Ontario) Relating to Take-Over Bids and Issuer Bids” (September 1983).
“A Survey of Regulation of Takeover Activity”, (presented to the International Organization of Securities Commissions, XIII Annual Conference, Melbourne, Australia, 1988).
“Certain Canadian Securities Law Aspects of Transborder Take-Over Bids”, (presented to the American Bar Association 1988 Annual Meeting, Presidential Showcase Program: Structuring Canada – United States Acquisitions, 1988).
“Summary of Certain Legal Aspects of Management Buyouts and Privitisations of Public Corporations in Canada”, (presented to The Banking Law Association Ltd. of Australia, Fifth Annual Banking Law and Practice Conference, 1988).
“Investment Banking in Canada”, (Guide to the Leading 500 Lawyers in Canada, published by American Lawyer Media in conjunction with LEXPERT, 2001), p. 68.
“Enhancing Audit Committee Effectiveness“, Institute of Corporate Directors, (January 2002).