Law Times

Law Times • march 14, 2011 SPECIAL FEATURE: IN-HOUSE COUNSEL PAGE 13 TMX-LSE merger a good deal: CEOs Committee hears from executives as reviews get underway BY ANDI BALLA Law Times tario provincial legislators this month that the merger of their two companies would benefi t the province's fi nancial industry and bring more jobs to Toron- to. But members of the com- mittee established to look into the $7-billion deal expressed concern that Toronto would become a minority partner and lose status through the merger. Th e Ontario legislature be- T came the fi rst government body to look into the proposed merger of the London Stock Exchange Group and the TMX Group Inc. Th e committee doesn't have any binding powers over the deal, but the discussions at Queen's Park are likely to have an eff ect on the Ontario Securi- ties Commission as it considers whether it should allow the deal to go through. Ontario Finance Minister Dwight Duncan, who called the legislative hearings, told reporters the committee would help answer questions that still linger about the deal. Duncan voiced concern about the fact that LSE is getting 55 per cent of the joint company and sev- en of 15 board members. Th e merged company would actu- ally see the Canadians in a solid position on the board with sev- en members from TMX, fi ve from London, and three from Italy. Th e Italian connection is due to the fact the LSE recently purchased that country's main stock exchange, Borsa Italiana. But in terms of shares, LSE has an advantage. TMX share- holders get 45 per cent of the joint company, while LSE will get 55 per cent. Duncan's comments come at a politically sensitive time as his ruling Ontario Liberal par- ty prepares for elections later this year. However, the opposition Progressive Conservative rep- resentative on the committee, Peter Shurman, and New Dem- ocrat MPP Gilles Bisson also expressed concern over the pos- sibility of the TMX becoming a mere branch of the London he CEOs of the Toron- to and London stock exchanges told On- exchange if it has a minority of seats on the board. In trying to alleviate the leg- islators' fears, the chief execu- tives, Tom Kloet of TMX and Xavier Rolet of LSE, told the committee the merger would increase the profi le of Toronto as a global fi nancial centre and would bring more jobs to Can- ada's largest city. Kloet also said Ontario and Canada would still continue to regulate the company's assets in the province. "Th e merger strengthens our company's future competi- tiveness and contributes to the growth and competitiveness of the fi nancial sector in which we operate. It does so without in any way diminishing local regu- latory authority," said Kloet. Rolet added the merger would create a group that will grow both locally and globally. "We have a clear responsibil- ity to build a quality market- place, to contribute to Canada's economic well-being, Ontario's reputation, and Toronto's suc- cess as a world fi nancial centre," said Rolet. Th e deal, announced with much fanfare last month, faces a series of regulatory reviews at the federal and provincial levels. Th e federal government has confi rmed it will fi lter the deal through the Investment Cana- da Act, which means the two companies need to prove the deal is of "net benefi t" to Cana- da. Th at's the same process that hobbled a recent bid for the PotashCorp. of Saskatchewan Ridout_LT_Feb9-16_09.indd 1 Inc. due to political sensitivi- ties in that province. Th e federal review could take another month, but in Quebec proceedings might take even longer. Its securities regulator, which has a say due to the merg- er of the Toronto and Montreal stock exchanges in 2008, says it will take up to three months. Ontario's role will probably be key in the decision-making pro- cess as the majority of the TMX infrastructure and workforce is based in the province. When it comes to IP in Canada, We're Well Read Ridout & Maybee LLP: Editors of the Canadian Patent Reporter it all starts somewhere www.ridoutmaybee.com 2/5/09 10:52:55 AM A PRACTICAL GUIDE TO THE LAW OF TERMINATION IN ONTARIO SECOND EDITION Janice Rubin and Hena Singh THE LEGAL PRINCIPLES AND PRACTICAL ADVICE FOR ENDING AN EMPLOYMENT RELATIONSHIP This practical text discusses in non-legal language the legal principles employers and human resource professionals need to know when ending an employment relationship. It provides an overview of the law and helpful advice when planning a termination in Ontario. It also helps you avoid commonly made termination mistakes, which often cause unexpected legal liability. A Practical Guide to the Law of Termination in Ontario, Second Edition covers important topics such as: • Notice of termination and severance pay under the Employment Standards Act, 2000 Just cause terminations • • • Perfectbound • 174 pp. September 2010 • $65 P/C 970010002 ISBN 978-0-88804-505-8 • • Disabled employees and the Human Rights Code The termination meeting • Reasonable notice at common law Elements of the severance package • Employment contracts Litigating wrongful dismissal claims canadalawbook.ca For a 30-day, no-risk evaluation call: 1.800.565.6967 Canada Law Book, a Thomson Reuters business. Prices subject to change without notice, to applicable taxes and shipping & handling. LT0117 www.lawtimesnews.com

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