James Turner never studied securities law at Western. For many, this is hardly a sin. But for Turner, LLB’74, it’s an odd detail to hear from one of Canada’s most influential securities lawyers.
“Law school taught me how to read law, how to learn and how to think like a lawyer,” he said. “I think I got a very good legal education from Western. But I did not take any of the courses I should have taken if I was going to be a corporate lawyer. But it worked out in the end.”The only business law course Turner recalls taking at Western was company law, a required course that earned him one of his worst grades.
Growing up in London, Turner’s father was a Western Psychology professor. He thought he might follow into academia, until a fraternity brother suggested they write the LSAT together. He scored high and decided to give law school a shot.
Even then, he thought he’d wind up practising law in his hometown.
At the time, the Bar Admission Course was only offered in Toronto. Since he’d spent six months there doing the course and writing the exams, Turner found an articling job in the GTA, as well. He’d missed most of the Bay Street interviews, but a last-minute spot opened up at the firm now known as Torys LLP. He got the job, passed his exams and then found himself called back to Torys as an associate.
On Turner’s first day of articles, he was presented with the corporate law statutes that are the standards of any Canadian corporate lawyer. One of these was a thick blue book called the Securities Act – a law he’d never even heard of.
“Your focus on law school would be totally different if you fully understood what you’d wind up practising,” he said. “You can’t be a corporate lawyer without understanding securities law. It’s securities that are really driving everything.”Turner remained at Torys, even becoming a partner in 1982, until a unique opportunity presented itself in 1987. The Ontario Securities Commission (OSC) decided to experiment with hiring an in-house general counsel. Most Bay Street lawyers scoffed at the position; Turner was intrigued at working for the regulator. His partners let him take a two-year sabbatical so he could take the OSC job.
“No one else wanted that job. But it seemed like an interesting thing to me. So, I got to the OSC, and all sorts of interesting things started to happen.”
The stock market crashed. New corporate takeover laws were introduced. And Turner led the OSC into what would become one of the most important securities law hearings in Canadian corporate law.
In a transaction involving Canadian Tire, holders of multiple voting shares wanted to receive a takeover premium denied to subordinate shareholders. Turner successfully led an OSC challenge to the transaction as abusive. The case remains a foundation precedent on when regulators can exercise their public interest jurisdiction.
Turner returned to Torys as something of a ‘conquering hero.’ The freshly minted LLB, who at one time had never heard of the Securities Act, had become a corporate law guru – and the firm was quick to market him to clients as such. Turner emerged as one of the most powerful mergers-and-acquisitions lawyers on Bay Street.
“That’s really when my career took off,” Turner said. “The guy with no corporate securities experience is suddenly the expert.”
In 2007, he was appointed a vice-chair of the OSC. As such, he was responsible for advising the commission on policy behind closed doors and presiding over public hearings. As the largest securities regulator in the country, OSC decisions are read and occasionally applied by other provincial regulators. Turner has authored numerous decisions that have modified or clarified the law on securities matters.
Turner officially retired from the OSC in February 2015. Perhaps his last quasi-official act was to don black tie and receive the 2015 Canadian General Counsel Award (CGCA) for Lifetime Achievement, at the CGCA gala in June 2015, one of the highest accolades a corporate lawyer can receive in this country.
Once a self-professed workaholic, he has no plans to return to the active practice of corporate law.
Nevertheless, for years to come, securities lawyers, regulators and students across Canada will study Turner’s rulings. And they’re all coming from a guy who spent three years at Western Law without even knowing there’s a thing called the Securities Act.
Drew Hasselback (LLB'96) is Legal Post Editor at the Financial Post in Toronto.
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