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Mapping the Ruling Class: Situating Canada's Transnational Corporate Lawyers/Law Firms

by Anthony P. Fenton

A Major Research Project Presented in Partial Fulfillment of the Requirements for the Degree of

Master of Arts

Department of Political Science

York University Toronto, Ontario

December 31, 2011

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Part I: Introduction

This paper is about the inner circle of globalizing Canadian corporate lawyers/firms who are, in turn,

enmeshed with the inner circle of the (emergent) transnational fraction of the Canadian capitalist class.

It developed out of an original plan to research, analyze, and map some of the globalizing tendencies of

the Canadian ruling class. This, with an eye toward as thorough a mapping as possible of the contours

of Canadian imperialism, from the domestic to the global.1 Empirically, this entailed first identifying

then looking at the relations between the internationalized institutions of the Canadian state, Canadian-

based or affiliated transnational capital, foreign and/or national security policy and lobby/consulting

organizations. with a particular focus on the role of organic intellectuals2 of/for this ruling class.

Correlated with an attentiveness to the degree that they are "embedded in national [ruling class]

networks" (Carroll and Sapinski 2011: 190; Carroll and Klassen 2011: 381), in each case, there was a

predisposition toward globally-oriented (or, 'internationalized') perspectives of the individual actors or

organizations. As came to be discovered, the data and its implications appear well-suited to engage in

the debates that centre on whether the Canadian ruling class is independent, growing stronger, and

transnationalizing, or whether it is circumscribed by its dependency on the US and 'hollowing out' in

the face of globalization (Arthurs 2000; 2009; Carroll and Klassen 2010; 2011).

While many of the fruits of this research will be featured in this paper,3 many dimensions that would

1 Imperialism is understood here to mean the inter-relations of the internationalized/ing sectors of the Canadian state,

capital, and civil society; the social relations comprising these inter-relations, and their [re-]production. As will be borne out in the paper, Canada is understood as a secondary imperialist power.

2 For Gramsci, organic intellectuals emerged out of hegemonic or counter-hegemonic groups; they give their respective group 'homogeneity and awareness of its own function. The Canadian corporate lawyer, we will see, provides a key function providing for the reproduction of capital accumulation. S/he does so in a way that is consistent with Gramsci's 'lavoro intellettuale' ('mental work,' 'work by brain'). They clearly put their brains to work for capital, and the political and social forces behind it.

3 Most of the data appears and is discussed in Part IV, and is represented in the series of Tables attached, pp. 79-95.

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otherwise feature prominently in a longer study, will be backgrounded. This is to allow for a greater

depth of analysis of one particularly striking dimension that emerged from the research, which is the

primary subject of this paper: the lawyers and law firms who appear bound up with the reproduction of

the conditions capital accumulation on a global scale. Despite the slight change in focus, the paper

remains true to the original impetus behind this project, that of contributing to debates concerning the

Canadian ruling class, in relation to the question of the 'hegemony and structural power of transnational

capital' (Gill and Law 1988). After sifting through all of the associated data, it seemed that the best way

to do so at this point, and with limited time and space, would be to highlight how and in what ways the

Canadian legal profession, as individual lawyer and/or law firm is: (a) bound up with the Canadian

ruling class; and, (b) how it is "central to the production and reproduction of commodified and

marketed definitions of culture and civilization on a global scale” (Cutler 2008b: ); and (c) how law,

and, indeed, corporate lawyers/law firms are “an integral element in the constitution of the dominant

mode of production” (Cutler 2005: 538-9).

Although it was quite some time ago that Gill and Law identified the need for research into “the

international patterns of elite interaction” between the state, capital, international organizations, and

their networks (1989: 484), this paper attempts to make a small contribution to this still-necessary

research agenda. Similarly, the paper is motivated by more recent efforts undertaken by the 'Amsterdam

School,' who have looked at how in the post-Cold War period there needs to be analysis of the

“dialectical interplay between political agency – in turn linked to specific social forces...and changing

structural conditions within the global political economy” (Graaff and van Apeldoorn 2010).4

4 By Amsterdam School are included the important work on the interlocks of 'bank and industry' pioneered by Fennema

(1982), and the equally pioneering work on Atlantic ruling class (1984) and transnational class formation (1998) by van der Pijl. The contributions of Overbeek and others are detailed in his 'genealogy of the Amsterdam Project' (2004). Here, he also makes the critical linkage with the development of neo-Gramscian international political economy and

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Outside of the business press and the trade publications of the corporate legal professionals themselves,

discussion of the growth, concentration, and geographical expansion of Canadian corporate

lawyers/law firms has been scant. That this dynamic has occurred in lockstep with the

internationalization of the Canadian state and capital in the period known as neoliberal globalization,

begs the question as to how or why Canadian political economy, Canadian critical and political

geographers, and Canadian scholars of international relations, have, with important exceptions

discussed below, neglected it. This paper seeks to draw attention to what is believed to be a significant

(if neglected) aspect of the ways in which the forms of the Canadian corporate network are changing in

terms of both their internal and external social relations. That is, through the corporate lawyer-as-

organic intellectual, we begin to get a clearer picture of how the Canadian capitalist class is both

becoming more transnationally-oriented while remaining rooted in a still-existing national

bourgeoisie.5

Here, Albo is instructive, with his recent argument that: "International relations cannot be examined

apart from the world market. Economic exchanges and political relations between states are formally

carried out between equals – under the 'law of value' and the 'rule of law' – in the inter-state system

(Albo 2012). As such, the perspective here accords with a view of the study of international relations as

“the study of how imperialism – the structure of political and economic domination in the world system

– operates between formally sovereign entities" (Ibid.). In particular, it must study “the way in which

states and capitalist classes interact with global patterns of accumulation and trade, and military and

transnational historical materialism pioneered by the likes of Cox (1981; 1987), Gill and Law (1988), and Gill (1990; 1993), among others.

5 In the very latter stages of writing, Hirsch and Wissel's recent formulation following Macartney, that rather than a dichotomy between state-centrism or transnational state (/capitalist class for itself, etc.), we can see fractions of capital as “simultaneously transnationally oriented and nationally rooted,” (2011: 15), seemed to resonate particularly well with my findings.

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diplomatic conflict" (Van der Pijl 2007; Cox 1987). Here, the focus will remain on the former (patterns

of accumulation and trade), while reluctantly setting aside, for the most part, the latter (military and

diplomatic conflict) for future analysis.6

Accordingly, the paper is divided into five parts: following this initial, introductory part, Part II,

comprised of two sections, takes up the question of the Canadian ruling class; in the first section, it

reviews the key themes in the key works that have examined this question since World War II. The

second section concludes by beginning to turn our specific attention to the lawyer; accordingly, it

situates the lawyer in the Canadian ruling class literature, and begins to point us toward the

particularities of the subject that will be highlighted in the paper.

Part III is also divided into two sections. First, it firms up what is meant by lex mercatoria, or, 'the law

merchant.' It argues that lawyers are organic intellectuals, but not in the narrow sense of merely

'advising' the inner circle of the capitalist class (ie. in Niosi 1978, discussed in Part II, Section II).

Rather, it will be posited that, as Cutler says: "Transnational lawyers…are…the organic intellectuals

and leaders of the nascent global, neoliberal market civilization whose role is to provide the legal

expertise and infrastructure for expansive global capitalism" (2012: 56). Situating the lawyer as such,

we will then turn to the key argument that they function as "engines of capital accumulation" (Cutler

2009: 108), advancing 'disciplinary neoliberalism' and the 'new constitutionalism' (Gill) by helping

capital penetrate domestic social formations and integrate them with global capital flows.

6 Part IV touches on these elements, while the data on the lawyers also accounts for ties to foreign policy and defence

corporations, lobbies, and organizations (ie. think tanks), as well as their previous ties to the state. As will be shown, lawyers themselves frequently operate in/near areas where there is conflict (sometimes violent), and they can be seen to conduct a sort of private diplomacy.

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The second section of Part III points to how, while the globalizing tendencies of corporate law have

been neglected by Canadian political economy (and, to be sure, other disciplines, such as critical

geography), there is one important tendency that has been identified by critical legal scholars that helps

us frame the subsequent, empirical parts of the paper. That is, the dynamics of the transnationalization

of Canadian corporate lawyers/law firms are well captured in the studies of the rapid growth of

producer services - "providers of specialized expertise that allow firms to navigate through increasingly

complex financial and regulatory environments" (Warf 2001: 398); how this applies in the specific

context of neoliberal globalization will be discussed.

The fourth part is also divided into two sections, which, collectively, introduce the main empirical

findings. As will be detailed, there is no better time than now to be studying the question of the

Canadian ruling class and its lawyers, as Canadian law firms continue to be swept up in a wave of

global legal mergers as part of a battle for winning the contracts to service the needs of capitalist

producers. Drawing largely from law firm websites, the mainstream business media, and legal trade

publications, this section provides an overview of developments within the Canadian corporate law

profession from Niosi's initial examination based on mid-1970's data, to the present.

With the preceding parts of the paper in mind, the second section of part four contextualizes and the

implications of the research. This will be presented and discussed in a series of annotated Tables, which

detail Canadian corporate lawyers/law firms interlocks with various sectors of the Canadian ruling

class. The fifth and concluding part reviews what the paper has argued and presented, discusses the

implications of the findings, and points forward to a future research agenda that might both broaden

and deepen this contribution to Canadian and global political economy.

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Part II: Ruling Class Analysis and the Lawyer as 'Organic Intellectual'

Part II is divided into two sections that will each help to frame the rest of the paper's focus on the

transnationalization of corporate law generally, and Canadian corporate law, specifically. The first

section will provide a short overview of the key texts that have analyzed the Canadian ruling class

since World War II, and their key themes. This section concludes by looking at these (and off-spring)

debates as they relate to Canada's position in the global political economy. Section II will provide an

overview of where the literature has situated the Canadian lawyer in relation to the ruling class, and the

global economy.

Part II, Section I: The Canadian Political Economy Tradition and Ruling Class Analysis

The intention behind this section is to orient the reader toward some of the more important themes in

the Canadian Political Economy approach to class analysis in general. The themes highlighted here will

also be used to begin to orient the reader toward the core arguments and findings of this paper,

concerning Canada's corporate lawyers/law firms.

Since World War II, the Canadian social sciences have shown a more or less "sustained interest in

corporate-elite analysis" (Carroll 2008: 45),7 with a common focus “on the composition and character

7 This periodization is slightly inaccurate. It was actually not until a few years following the cessation of the Korean War

that (specifically, Porter's (1955, 1957, 1965)) corporate-elite analysis began to appear. Carroll acknowledges also the pre-World War I and pre-World War II muckraking work of 'activists and journalists' (2007: 265-66), such as Gustavus Myers (1914). This also points to a problem in the sense indicated by Smardon (2010, 2011); that is, it may be a deficiency of Canadian Political Economy generally that its analyses (including those of the ruling class) are not informed by (at least the possibility of) continuities between the 'early Fordist' developmental phase of 1870-1914, and the post-World War II era of 'permeable Fordism.' While such an historical scope is beyond the reach of this paper, too, the intention is to account for this period (indeed, going back to Confederation) in future analyses.

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of Canada's capitalists, and their relation to the state” (McBride 2008: 74).8 The first, most influential

post-WWII contributor was John Porter. He was informed generally by the methods of Max Weber

(1978), and, more specifically, by the (similarly Weber-inspired) work presented in Mills' The Power

Elite (1956).9 Whereas Porter's influential contribution has been defined as being underlined by a

"'liberal respectability' that reduced class to nominal, statistical categories,' it nevertheless serves as an

important antecedent to the analysis of Canadian class that would follow.10

Although their ideas were in circulation at the same time as Porter, Park and Park were "entirely

ignored by Canadian academics" (Johnson 1972: 153). This, despite producing what Johnson credits as

being a "well-documented study…which points out the class relations and corporate ties that bind

together the small group of big businessmen that control the Canadian economy" (Ibid.: 154).

Introducing a theme that would later be picked up by the Canadian 'dependency school,' the Park's

made the primary concern of their study the threat of "U.S. domination of Canada" (1962: vi).

Johnson himself stands in lonely company as one of the few scholars of class in Canada to attempt to

straddle the theoretical divide then developing. On the one hand, he argued that no development of the

Canadian ruling class carries as much significance as "the take-over of the Canadian economy by the

American-based multinational corporation" (1972: 157). On the other hand, Johnson also

acknowledged that the data indicated there was still a segment, albeit small by his estimation, of the

Canadian bourgeoisie that was unaffected by foreign (US) capital. As such, a minority of Canadian

8 Even if, as Hirsch and Wissel point out, 'Class analysis has been [generally] out of fashion for at least 20 years” (2011:

8). 9 Porter opened up the Canadian social sciences to the paradigm of elite analysis with two important essays in the Canadian Journal of Economics and Political Science (1955, 1957), later to culminate in his greatest work, The Vertical Mosaic (1965). 10 Hutcheson's critique was more biting, referring to Porter's Vertical Mosaic as amounting to a 'defence of capitalism' (1973: 64; more on Hutcheson below).

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capitalists were seen to have "reached the status of multinational capitalists themselves" (Ibid.: 159).

For some, such as Hutcheson, class analysis must begin by acknowledging in Canada the existence of

'two basic classes': the working class, and the capitalist class, who unite to exploit the former. This

followed from Marx's (and Thompson's 1966: 11) notion that at its most basic level "class is a

relationship"; accordingly, class relations are "embedded in relations of production" (Ibid.: 10).11

Panitch, in particular, has criticized scholars in the 'new political economy' (dependency-school)

studies for neglecting “a conception of class as a contradictory social relation between workers and

capitalists, exploiters and exploited” (1981: 9).12 The 'neo-Poulantzian' perspective (Hirsch and Wissel

2011) sees class as determined by struggle between and within classes, amidst an ever shifting balance

of political and social forces. Any coherence that a ruling class might have is subject to opposition from

within and without, and always exists in a 'relatively autonomous' relationship to the state and the

institutions that it comprises. In other words, there is a continuing need to investigate the the

“connection between class and state structures,” as well as relations between classes (Albo and Jensen

1989: 187, 196).

Porter's disciple, Wallace Clement (1975; 1977) tried to show that the Canadian capitalist class was

characterized by a 'comprador elite' circumscribed by US capital. This put Canada's capitalist class in a

situation where it lacked the autonomy it needed for independent economic development and expansion

into foreign markets. Carroll's findings (introduced in 1986 and replicated numerous times up to the

11 In the particular context of the lawyer's role in the development of producer services in the era of neoliberal globalization (in Part III, section II), the extent to which this is the case today will be examined below. 12 In particular, Panitch is referring to Naylor (1972) and Clement (1975), whose primary concern was to differentiate

between different fractions of Canadian capital (industrial v. Financial), and how they saw the dominance of the latter suppress the former, as the key determining factor in shaping Canadian dependency (Panitch 1981: 9-10). Most problematic for Panitch was their comparing Canada with the Latin American dependencies theorized by Gunder Frank, which didn't allow for a proper appreciation of how Canada is “both rich and dependent” (emphasis added, Ibid.: 9).

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present) indicated that, to the contrary, in Canada there exists an "ongoing structural basis" for a

distinctly national corporate community.13The analysis of Clement, and Park and Park before him (and,

indeed, many who followed), combined 'dependentist readings of Canada' with a left-nationalist

Marxism. (Carroll 2008: 45). By the mid-1970's, Niosi's work (1981; 1978) appeared and presented a

neo-Marxist approach where he specifically set about to incorporate an analysis of an independent

Canadian capitalist class, noting how the 'nationalist school contribute[s] to an analysis of foreign

control…but it unfortunately neglect[s] to study the indigenous ruling class" (quoted in Burgess 2010:

15). Although their examination focused on the internationalized character of the Canadian state and

capital, Moore and Wells' study likewise challenged the left-nationalist tendency to ignore or downplay

"indigenous, independent Canadian imperialism" (1975: 9).14

Carroll distances his own contributions from the left-nationalist and Weberian15 frameworks of his

predecessors, adopting a more explicitly Marxist critique of the corporate class.16 He also suggests that

together with the contributions of his colleagues (for e.g. Fox and Ornstein 1976; Brownlee 2005;

Kellogg 2008; Niosi 1981; 1978, and, more recently, Carroll and Klassen 2010; 2011) a critical

political economy had become paradigmatic within Canadian social sciences, "affording space for

continuing research on elites and classes" (2008: 46). Important in this sub-set of Canadian class

analysis is the observation offered by Fox and Ornstein that investigations into the capitalist class are

bound up with the theoretical debates concerning the Canadian state (1986: 482). They combined an

empirical analysis of the ruling class with the an attempt to reconcile, at least in the Canadian case, the

13 Berkowitz argued that Clement "tends to borrow the rhetoric of neo-Marxist writers - such as [Andre Gunder] Frank or [G. William] Domhoff - his basic overall analytic schema is not so much different from Porter's" (1984: 261). 14 The question of Canadian imperialism is discussed below. 15 Panitch also notes how the dependency school, led by Levitt, was beset by an “intellectual messiness” which he

attributed to their “attempt to combine rather indiscriminately Schumpeter with Marx” (see his discussion in 1981: 10-13).

16 With an explicit reliance on the theories of Antonio Gramsci (Carroll and Shaw 2001: 196).

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debates inspired by the 'instrumentalist' analysis of Ralph Miliband and the more 'structuralist'

approach of Nicos Poulantzas to the state and capitalist classes and society.17

The Miliband-Poulantzas debate centred on how the left should explain whether or by what modalities

the capitalist class dominates the running of the state. Following Miliband, to what extent do state

institutions, and the agents who comprise them, facilitate capital accumulation; to what degree does the

state retain, in doing so, 'relative autonomy' from the same class on whose behalf they ostensibly act?

And, following Poulantzas, what are the structures that underpin and circumscribe class relations that

ought to guide our analysis of the state and capital?

Fox and Ornstein point to Panitch as an example of a Canadian Marxist who characterizes the state and

capital in instrumentalist terms, once noting the state's "very close personal ties to the bourgeoisie" (in

Fox and Ornstein 1986: 485). Indeed, Panitch appeared to lend more credence to Porter's analysis of

the "'confraternity of power' between elites" (1995: 155) than to Marxist analyses of the Canadian

ruling class. Elsewhere, he had criticized Carroll's approach as too 'one-sided' by focusing on "the

mercantile mentality of our leading capitalists" (1995: 165).18 Panitch's most important contribution to

the debate may be his insistence that the state (and society) are "a field of class struggle itself," and that

'good political science' will not merely task itself with "uncovering how power elites rule the world"

(Ibid.: 173).

Not to be confused with the suggestion that one ought to abandon such analysis altogether, the study of 17 The debate, which was carried out over the better part of seven years, began with Poulantzas' review (1969) of

Miliband's The State in Capitalist Society (1969); replies by Miliband were met with a counter-reply (to both Miliband and Ernest Laclau, who had entered the debate (1975)) from Poulantzas (1976). A very useful text which recently revisited the debate is Aronowitz and Bratsis (2002), in particular Barrow's overview (2002: 3-52). For an excellent overview of this debate in the Canadian context, see Albo and Jensen (1989).

18 However, Panitch does not provide a detailed, substantive critique of Carroll.

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the capitalist state, for Panitch, whose position was more nuanced than Fox and Ornstein gave him

credit for, must (still)19 meet his three requisites:

(1)[T]o delineate the institutions of the state in terms of their 'structural selectivity' vis-a-vis the field of political struggle; (2) to maintain a constant stream of empirical research on the specific linkages between state institutions and class actors in terms of ideology, personnel, relations of dependence and influence; and (3) To situate (1) and (2) in relation to the state's functions of promoting capital accumulation and the legitimati[on of] capitalist domination of the social order (2002: 100).20

The Miliband-Poulantzas debate ended largely in stalemate, in part because one could only conclude

that in good analysis of the capitalist state, elements of both structuralism and instrumentalism are

important. This is the same conclusion that Fox and Ornstein reached in their empirically-rich study of

the Canadian State and corporate elites in the post-WWII period, "The results support our argument

that the Canadian state should be viewed as having a combination of the characteristics ascribed to it by

instrumentalism and structuralist theory" (1986: 502). Below, this conclusion will be kept in mind as

the focus turns to the specificities of the law. The observation that law is not merely an “instrument of

class power” (Klare 1979: 128 in Cutler 2003: 103) will extend to the agency of the corporate lawyer

and his firm.

Carroll's approach combines “the sociology of elites with the political economy of class” (2007: 266).

He sees corporate power as 'Janus-faced' in the sense that at once it is involved directly in capital's

accumulation strategies, while at the same time, it is engaged in the “the struggle for cultural and

19 These requisites were originally expounded in Panitch (1977: 5-7). In his important and influential formulation, Panitch

called for going beyond Marx and Engel's original dictum (a “crude caricature of the modern state”) to account for the 'relative autonomy' of the state. For a discussion of Poulantzas' development of relative autonomy as applied to the modern state, see Tsoukalas (2002).

20 Further to this, Panitch has more recently written, "far from abandoning the kind of research on ideological links between the state and capital that Miliband pioneered, we should have extended, enriched, and multiplied our investigations of ruling class-state 'partnerships' (as Miliband termed them) in our time. Whatever the merits of theorizations that want to go beyond research on the ties between business and state elites to deeper structural factors, we can hardly ignore the significance of such linkages when they bulk as large as they do today" (2002: 98).

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political hegemony” (Ibid.). Most important for the empirical contributions Carroll has made, is his

belief that through mapping Canadian ruling class, “we gain a certain perspective on how these forms

of power have shaped the capitalist class' top tier” (Ibid.).

This paper does not seek to completely revisit the old dependent versus independent-Canadian

capitalism debates, and unapologetically begins from a starting point that sees, for example, the

Canadian corporate lawyer as part of a dynamic Canadian capitalist class.21 However, in order to

establish why it is more constructive to characterize Canada as a secondary imperialist power with a

distinct, national bourgeoisie that is engaged in capital accumulation on a world scale, it may be helpful

to situate this argument against recent characterizations of the Canadian class as circumscribed by its

dependency, on a world scale.

Perhaps the most important and consistent theme of the critical scholars of the ruling class is how they

distinguish it from the left-nationalists post-World War II process that saw the capitalist class as

"consolidating nationally-focused organized capitalism" in Canada (Carroll 2008: 51). This, against

what has more recently been argued to be a 'hollowed-out' corporate elite, is an elite that is "the leading

edge of a well-integrated, domestically-based capitalist class” (Ibid.). While in his approach Hutcheson

followed the dependency perspective in asserting that Canada's economic development "has been

conditioned by its dependent status," he also noted, more accurately, that Porter was among those who

failed to consider "the international framework within which 'industrial societies' operate'" (1973: 59).

21 That is, we come down on the side of the likes of Carroll (1984; 1985; 1986; 1989; 1993; 2004), including his most

recent collaborations with Sapinski (2011) and Klassen (2010; 2011), as well as Gordon (2010), Burgess (2002; 2005; 2010), Kellogg (2005; 2008), McNally (1991). At the same time, we acknowledge Panitch (1981) and Smardon (2010; 2011), whose work suggests that the differences between the two camps can at some point be bridged.

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It may be the case that the specific turning point for considerations of the 'international framework' to

become second-nature for the Canadian state and capital was the period in the early 1980s when the

Macdonald Commission was mulling over the future of Canada's economic development. Many

scholars cite the eventual report, which recommended continental economic integration as a 'leap of

faith' for the Canadian polity, as a seminal moment in the process of locking Canada in to deeper

economic union with the US, and neoliberal globalization. As one of the participants on the

Commission put it, in the course of deliberations, “we [could not] avoid seeing the Canadian economy

in anything other than an international context" (Simeon 1987: 173). To be sure, McNally has argued

strongly that the Canada-US Free Trade Agreement that followed from the Macdonald Commission's

recommendations (and all of those that followed from it; see Section III, Part I), was simply “a logical

outgrowth of the internationalization of Canadian capital since the 1960s” (1991: 234). Accompanying

the internationalization of capital, as Hymer (1972) foresaw, was the emergence of “an international

capitalist class [that] is merging for the most powerful segments of the capitalist class...to see their

future in the growth of the world market rather than its curtailment” (in Klassen and Carroll 2011: 379).

In terms of assessing the Canadian lawyer in relation to the transnationalizing tendencies of the

capitalist class, then, it is felt that the most adequate explanatory power comes from construing Canada

as an independent state with a mature, strong and increasingly organized capitalist class, that also plays

a strategic role as a 'secondary imperialist' (Klassen 2009) state in international relations. This is the

approach that appears to best suit the data that has been compiled for this paper.

In their 2010 book on the globalization of Canadian law and governance, Clarkson and Wood promise

to assess “the impact of global forces on Canada and in the conduct of Canadians as actors on the

global stage” (Clarkson and Wood 2010: 4). They immediately adopt a dependentist approach, stating

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that, for Canada, “globalization has been experienced as Americanization” (Ibid.: 12). Similar to their

dependency school counterparts, Clarkson and Wood appear to ignore the pre-World War II period of

Canada's economic development, which several researchers have shown to be characterized by mature

capitalist development and an imperialist orientation (Burgess 2002: 268)22. Surprisingly, there is no

mention in Clarkson and Wood of Canadian corporate lawyers or law firms (either in relation to the

Canadian ruling class, which also does not merit mention, or internationalizing capital). It is difficult to

discern how they might have overlooked such an important dynamic. On the one hand, when they do

attempt to contextualize the lex mercatoria (see Part III, Section I below), they point out (citing

Dezalay and Garth 2002) that “the globalization of the [legal] profession mainly takes the form of the

worldwide spread of American law firms and their ways of practising law.” On the other hand,

following Arthurs (1998: 29-30), they render Canadian legal agency invisible by coupling this with

asserting the “marginalization of the Canadian legal profession as corporate Canada itself has been

hollowed out by the increasing concentration of management functions in US headquarters rather than

in Canadian subsidiaries” (Clarkson and Wood 2010: 236).

As Carroll and Klassen have pointed out, the 'hollowing out' thesis is not a new one; it stretches back to

Kari Levitt's Silent Surrender: The Multinational Corporation in Canada, the touchstone text for the

dependency school (2010: 1). Arthurs defined hollowing out as “the dwindling importance, affluence,

and influence of the Canadian business community” (2009: 782-3), connected to processes of

globalization and, especially, North American economic integration. His only explicit reference to

Canadian corporate lawyers and law firms was a warning: “in an increasingly globalized and

deregulated economy, the most optimistic option for Canada's legal elite law firms is to seek integration

22 Canada is, as Burgess's unique study concluded "a major proponent" in the process of imperialist globalization (2002:293).

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either into foreign-based transnational law firms or into multi-disciplinary practices built around a

small number of large consulting and accounting firms” (Arthurs 1998: 30). Arthurs at least predicted

correctly that in “the near-future of the Canadian legal profession, it is clear that its political economy

will change rapidly,” as will be explored below.

It is important to keep in mind before proceeding that it is not simply a matter of omission on the part

of the hollowing out thesis. Carroll and Klassen have recently refuted the Arthurs' key empirical claims.

Chiefly, they showed how the hollowing out thesis does not provide for an accurate depiction of

corporate Canada. Whereas Arthurs insists that Canadian capital has failed 'to develop a significant

number of homegrown transnationals,” (2000: 21), Carroll and Klassen's data shows Canadian

controlled industrial corporations on the increase from 1996 to 2006. Even with those areas of the

hollowing out thesis that hold empirically, “the result of hollowing out is a corporate community in

which Canadian capitalist interests are all the more dominant. It is not Canada that is being hollowed

out, but rather, the strategic decision-making sites for certain foreign-controlled firms" (Carroll and

Klassen 2010: 17). Finally, even though Arthurs allows for the possibility that hollowing out may be

'offset' by the growth of Canadian transnational corporations, writing in 2009 he still insists that “this

has not so far happened to any great extent” (2009: 788-89). Another of the conceptual blind spots that

such depictions produces is that, for example, FDI flows show not the hollowing out of corporate

Canada but demonstrate “an internationalization of Canadian capital – and of Canadian capitalism – in

the context of new forms of economic integration” (Carroll and Klassen 2010: 24).

Following McNally's (1981) critique of the dependency school theory, Klassen begins to develop some

of the specific dynamics that will be discussed in Part IV, and addresses an ongoing deficiency of the

dependency school: "By failing to theorize the mining and energy sectors, for example, as

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sophisticated forms of productive capital, the [dependency school] presented a false picture of the

industrial structure and power bloc in Canada” (2009: 169). It is an accurate picture that will attempt

to be developed here, which reflects how: "Canada is a powerful capitalist country with an industrial

structure of the advanced kind, encompassing financial and consumer serves as well as manufacturing,

mining, energy, and construction activities…Furthermore, Canada is a major source of FDI capital, and

Canadian firms are often positioned as worldwide leaders" (Ibid.: 83).

With this in mind, the next section offers an overview of how Canadian ruling class analysts have

situated "the serried ranks of grey suited" lawyers in their studies (Dezalay 1990: 283). Here, we will

begin to appreciate how we have proceeded from Ashley (who, critiquing Porter, said bank directors

"constitute the real economic elite of Canada (1957: 106, emphasis added), to the likes of Dezalay, who

sees the translational lawyer making a play based on their "ambition…to occupy a strategic and

intermediary position as much relating to internal transactions in the field of economic power as to

those that mesh with the field of political power – a position – which was previously the privilege of

the business financiers, the bankers who saw themselves as the business elite" (1990: 283-4).

18

Part II, Section II:

The Canadian Corporate Lawyer in Ruling Class Categories

Generally, it is understood that the corporate lawyer appeared on the scene “at the beginnings of

American corporations” (Domhoff 2002: 30). In this period, they functioned as 'advisor[s] to economic

power' in the form of being “the right hands of...unscrupulous magnates” (Dezalay 1990: 285).23 In the

United States the corporate lawyer was concentrated on Wall Street; his Canadian counterpart was

established on Bay Street. As the corporation itself evolved, so did the corporate lawyer/law firm. This

is reflected in post-WWII analyses of class, and specifically, corporate power.24

By the time of Mills' Power Elite, the lawyer was seen as becoming “a pivotal figure in the giant

corporation” (1956: 131). Simply put, the rise in prominence of the lawyer to the corporation owed to

the latter's “growing recourse to private legal advice in the making of day to day business decisions”

(Ibid.). Over time, the corporate lawyer would become an integral cog in the reproduction of the

corporation, hence, the reproduction of the capitalist mode of production. At the same time, through his

dealings, the lawyer infiltrated Mills' power elite, as he counted them as the “key link” among the

“professional go-betweens of economic, political and military affairs, and who thus act to unify the

power elite” (Ibid.: 289). Mills also connected the lawyer to financial capital (investment bankers),

establishing the lawyer as “key member of the power elite” (Ibid.). Coming close to the categorization

we'll see below with the Marxist interpretations, Mills referred to lawyers and investment bankers as

“the active political heads of the corporate rich and the members of the power elite” (Ibid.: 201). 23 "The rise of the new industrial class connected to the railroads, the banks, and the emerging oil industry presented a

great opportunity for lawyerr" (Dezalay and Garth 2008: 4). 24 The reader will notice a considerable gap here – from the late nineteenth, early-twentieth century, to the middle of the

twentieth; it is beyond the scope of this (but, it is hoped, not a future) paper to look at this period of Canadian corporate law (specifically, the time of the National Policy to the outbreak of World War I, approximately 1880-1914), and then through the 'Twenty Years Crisis' (Carr: 1939/1981) up to World War II.

19

Domhoff, too, identified the corporate lawyer as “integral” to the corporation's activities; indeed, for

him they are the “hired guns of the corporate community” (2002: 32). He also stressed the lawyers role

as 'go-between' with government and corporate institutions. Through the revolving door from

government services to producer services, “they return to their private practice with new knowledge

and contacts that make them even more valuable to their corporate clients” (Domhoff 2002: 30-31).

Porter placed 'legal experts' among “the ultimate coordinator’s of a complex industrial system,” (1965:

295) in one of three corporate directorship categories.25 For him they “guide the corporation within the

legal framework, and...extend and modify the framework through litigation when it is necessary"

(Ashley 1957: 105). Critiquing Porter, Ashley thought lawyers would be “much more active than is

suggested” (Ibid.).26 Unfortunately, Porter only tentatively broached the idea that lawyers were “the

intellectuals of the corporate world.” Nevertheless, he did note four key features that would later be

picked up on by Marxist analysts: (1) to the corporation, the work of the lawyer was as important as

'the technical conditions of production' (1965: 277); (2) the law firm is commonly a “route to the

[corporate] board room; (3) the law firm is a social nucleus within the broader structure of the

economic elite, and lends itself to “the social homogeneity of the elite”; and (4) holding positions

within the state apparatus,27 on the one hand, and a multiplicity of corporate directorships, on the other,

lawyers provide an important link between the corporate and political spheres (1965: 278). Combined,

these attributes saw Porter refer to the lawyers as “the high priesthood of the political system” (Ibid.:

392).

25 The three categories were 1) directors trained in the technical and administrative system of production (includes

scientists, engineers); 2) the legal system and the lawyers; 3) finance capital and related directorships (1965: 278) 26 Of course, Ashley was not necessarily trying to give more power to the lawyer; rather, he was setting up his key point

that it was the coterie of bank directors in whose hands was concentrated the most power. 27 “The pre-eminence of lawyers in the federal cabinet has existed since confederation” (Porter 1965: 392).

20

The first neo-Marxist analysis of lawyers came by way of Park and Park, who looked in considerable

empirical detail at their overall role in the “structure of [corporate] control” (1962: 71). Like Porter,

they pointed out how the corporate 'law factories' trained the lawyer who functioned as “confidential

advisors to the tycoons, to the main financial groups and to the banks” (Ibid.: 95).28 Beyond the role as

advisor, they also list numerous among an “imposing list of directorships” held by lawyers on

corporate, financial group, and banks boards of directors. Although not identified as a systematic

tendency, the lawyer was seen through this function to, “from time to time...become part of the inner

groupings” of the corporate elite (Ibid.).29

Niosi was the first and only theorist to explicitly look at the lawyer as organic intellectual in the sense

identified by Antonio Gramsci. In one sense, this was merely a neo-Marxist adaptation of Porter's

categorization. Organic intellectuals are “those able to theorize the conditions of existence of the

system as a whole, suggest policies and their justifications, and, if need be, apply them” (Gill and Law

1989: 488). Although not developed in the specificities of the Canadian context that will be discussed

here, Cutler has more recently defined the organic intellectual in relation to the globalization of law:

Like Gramsci, Cox assigns a special role to the 'organic intellectuals' who play central roles in the creation of hegemony and consent. They are organically connected to social class and 'perform the function of developing and sustaining the mental images, technologies, and organizations which bind together the members of a class and an historic bloc into a common identity. Moreover, law performs a valuable function in establishing the framework for productive relations and is thus a crucial instance in the constitution and reconstitution of state-society relations for different historic-blocs (2003: 102).

Niosi in particular picked up on the 'division of labor' within the capitalist class. He juxtaposes

Lundberg and Sweezy against Mills; the former argue that the latter unnecessarily conflated the large

28 Porter wrote, "lawyers occupy strategic positions as advisers in both political and economic institutions” (1965: 392-3). 29 See pp. 95-97 for their breakdown of key directorships held by lawyers in their early-1960s dataset.

21

shareholding directors with the directors who are (secondarily) "legal advisor[s], financial consultants,

technicians and former politicians" (1978: 123). Following the critics of Mills, Niosi also critiques

Porter as well, arguing that the legal advisor is in a different league from the major shareholder, when it

comes to directing corporations and, ultimately, wielding corporate power (Ibid.: 124l see also Niosi

1981: 16).

Niosi does seem to confuse the integral role that the lawyer plays in relation to capital accumulation

through the law, while overemphasizing that lawyers who sit on corporate boards do so in a "purely

consultative" manner (Ibid.: 135). Lawyers, then, are "only the experts, the highly-placed specialists."

The grounds on which he bases this assertion are that they do not hold or accumulate shares in the

companies they direct; and that they tend to be outside (as opposed to inside) directors.30

He qualifies this by citing Lundberg's description of the lawyer as "the social overseers for the gentry

of the word of business who, unaided, would scarcely be able to cope with these multifarious affairs"

(Ibid.: 139, citing Lundberg 1939). As will be developed in sections II and III, the lawyer-ruling class

relationship is too complex to be reduced to the dichotomy of advisors "in the service of businessmen"

(Ibid.: 146). Ironically, Niosi saw the conflation of shareholders and advisors as together comprising

the bourgeoisie as theoretically misconceiving "the role and formation of organic intellectuals of the

big bourgeoisie" (Ibid.: 146). As the recent data discussed below suggests, it is Niosi's misconception

that is ill-conceived. To be fair, most of the internationalizing dynamics discussed here were not yet

recognizable in Niosi's time.31 Nevertheless, Niosi was correct, in pointing to future research agendas,

30 In emphasizing their role as advisors, Park & Park also argue that the lawyer did not tend to "become part of the innergroupings" of the capitalist class (1962: 95). Brownlee distinguishes inside from outside directors: "Inside directors are those whose primary affiliation is with the firm….Outside directors are individuals whose primary affiliations are with other organizations. These organizations are usually other large corporations but may include, for example, law firms and policy organizations" (2005: 54). 31 Drache (1970), Armstrong (1972), and Tulchinsky (1972) provide good examples of how, outside of Niosi's laudable efforts, the lawyer is virtually absent from studies of the Canadian bourgeoisie in the 1970s.

22

how one "must take into account…the role of the ruling class' political intellectuals par excellence - the

lawyer, and, above all, corporation lawyers" (Ibid.: 133, emphasis added).

Following Niosi, Carroll categorized lawyers as "advisors to the bourgeoisie" (1984: 250). Corporate

interlockers are assigned to five class categories: 1) dominant owners (using Niosi's (1978) criteria); 2)

dominant executives (ie. non-shareholders); 3) non-dominant executives); 4) lawyers in active practice;

and 5) other advisors (ie. financial, consulting, accounting geology, engineering , academic, and the

state (Ibid.: 253). Similarly, Park and Park also saw lawyers, whose firms they refer to as 'law

factories,” as "confidential advisers to the tycoons, to the main financial groups and to the banks"

(1962: 95). At the same time, Park and Park identified, if implicitly, some of the internationalizing

dynamics of Canadian law (Ibid.: 95-6). There has been some disagreement amongst elite analysts in

terms of how to properly categorize the lawyer. Some, such as Dye (discussed in Fox and Ornstein

1986: 503) prefer to see them as occupying the 'public interest' sector,32 while others situate them

squarely in the corporate sector (the distinction is discussed briefly in Kurtz 1987: 146-7).33 Following

Priest and Krol, who noted the general dearth of sociological research into the corporate lawyer, it was

clear that “much more work on...lawyers in the corporate world still needs to be done” (1986: 45).

In 1986, Fox and Ornstein conducted one of the most extensive analyses to date on the interlocks

between the Canadian state and the capitalist class for the period covering 1946-1977. They found the

32 "Those individuals who occupy formal positions of authority in prestigious private universities, major philanthropic

foundations, prestigious law firms, and recognized national civic and cultural organizations,” Dye cited in Fox and Ornstein (1986: n.2 p. 503.)

33 Kurtz' observation that while “most of the activity of law firms is associated with the business community, the law firm itself is not analogous to a corporation,” (1987: 146-7) has been rendered somewhat problematic (a) by the merger and acquisition tendencies of the corporate legal sector beginning in the early 1990s, and (b) by indications that corporate law firms are explicitly modifying their management form more akin to the corporations; both aspects are discussed in Part IV (but see Dezalay 1990: 281). One useful methodological attribute in Kurtz is his call for the researcher to “focus on the clients of the firms,” more on which below (Ibid.: 147).

23

lawyer to be representing “a distinct sector of the capitalist class” (Fox and Ornstein 1986: 503).

Importantly, they quantified the prevalence of lawyers holding corporate directorships,34 as part of

general findings which saw: (1) the centrality of finance capital, with the densest ties to other capital;

(2) identified over 3,000 ties between the state and private organizations, which are “densely linked”;

(3) together with securities organizations, law firms had “an unusually large percentage of ties; this is

connected to (4) holding a state position often follows having business experience; in turn, corporations

often recruited former politicians for influence and advice.35

34 Part of their methodology is used as a model in this paper, including their incorporation of 'business interest groups' as a

category. See below, Part IV, Section II. 35 The latter is still a routine practice. See Tables 5 and 6 below, which shows the number of former state officials

advising/working in/for our sample of law firms.

24

Part III, Section I: The Globalization/Transnationalization of Lawyers/Law Firms

Although the internationalizing dynamics of lawyers/law firms has been largely neglected by Canadian

political economy, there have been a number of studies within the critical legal studies sub-discipline

pertaining to globalization and the law that can serve as both theoretical and empirical guideposts.

While offering several important insights that are applicable to the dynamics in the Canadian context,

this discourse, too, shares some of the blind spots of Canadian political economy.36 In part, this can be

attributed to the problem of there being too few scholars even looking at the question. As has been

noted within the critical geography discipline, "studies of the globalization of legal services have been

notable for their paucity" (Warf 2001: 398).

One of the technical terms that encompasses the subject here is lex mercatoria,37 the fundamental role

of which is (on an international scale) to “protect business investments against state action” (Trubek et

al. 1994: 45). Whereas surely a future research agenda would attempt to situate the Canadian law

merchant against the nine-century long history of lex mercatoria (Berman and Kaufman 1978: 222),

this paper only looks at recent developments coinciding with the period of globalization. It is,

nevertheless, important to briefly foreground this history in order to appreciate the 'newness' of any

developments, as against the fact that law merchants “form[ed] a transnational community which has

had a more or less continuous history...It is the mercantile community that has, in the first instance,

generated mercantile law. And it is this same community which continues to develop present day

36 One of the most illuminating dynamics of the internationalizing Canadian corporate lawyer (discussed in Part IV,

Section II), is their specific role in bringing together internationalizing capital, representatives of the host and foreign state, and foreign capitalists. This, through their interactions and directorships in/on international business councils and chambers of commerce. During the course of preparing the paper, not a single study, either self-congratulatory or critical, inside or outside the community of legal scholarship, could be found.

37 Literally, the 'law merchant' who peddles “the transnational law of market relations” (Dezalay 1990: 280).

25

mercantile law" (Ibid.).38

Lex mercatoria helps to orient the point of view that law is “constitutive of the mode of production of

capitalism” on a world scale (Cutler 1999: 102, n. 68). As subsequent sections of the paper will bring

into sharper relief empirically, this also helps to explain the lawyers' role as organic intellectual; their

very mobility within ruling class networks and their own elite legal networks contributes to how

globalizing lawyers and law firms actively “work the law and contribute to the diffusion of merchant

law throughout the developed world and increasingly into pockets of the developing world" (Cutler

2008: 151). Lawyers, their firms, and their various associations function as organic intellectuals and

comprise the mercatocracy (merchant class) “which transmit[s] the logic of private law making

throughout the world as a universal, rational, and natural system of ordering." Cutler argues that this is

an example of what Poulantzas was describing when he described law forms as “cementing together

the social formation under the aegis of the dominant class” (2000: 88; Cutler 2008b: 155-56). This

'natural' system of ordering actually represents the globalization of a commodified form of law, which

contributes to 'locking-in' neoliberal norms and what Gill calls 'an increasingly transnational historical

bloc' (in Ibid.: 157).

Clarkson and Wood refer to the lex mercatoria as “a stateless body of law”established by international

arbitration lawyers to resolve transnational business disputes (2010: 235), which has “spread hand in

glove” with the globalization of legal services. Following Dezalay and Garth (1996), they argue that

since the US form of 'globalized business' is hegemonic, this serves to marginalize other national

38 Berman and Kaufman's premise that there is a “high degree of uniformity in contract practices for the export and import

of goods,” and that among those engaged in foreign trade there are “universally understood contract terms” (1978: 221-222) offers a preemptive rejoinder to the 'varieties of capitalism' paradigm that would emerge (on which see the contributors to Coates (2005)).

26

corporate models and their legal services. Above, the thesis of Canadian capital 'hollowing out' was

discussed and shown to be problematic. Here again in their discussion of the lex mercatoria, Clarkson

and Wood reiterate this problem by rendering Canadian corporate lawyers and law firms invisible.

Rather, as the the data below will show, the Canadian corporate law community is alive and well and

provides a striking case study of how the far-from-hollowed-out Canadian bourgeoisie has developed

into a strategic niche with important implications for the world economy as a whole (Clarkson and

Wood 2010: 236).39

If, as suggested above, the paucity of critical examinations of Canada and the lex mercatoria is true

empirically, there have also been some important interventions in the field of international relations,

which point the researcher in the right direction. For example, Gill's concepts of 'disciplinary

neoliberalism' and 'new constitutionalism' capture the tenor of the globalization of corporate law, even

if he does not point to its specificities. New constitutionalism locks in the ethos of disciplinary

liberalism, both in both domestic (McBride 2010: 33) and foreign social formations: the 'extension and

deepening of market values and disciplines in social life, under a regime of free enterprise. is

commensurate with interests of big corporate capital and the dominant social forces of the G8/G20

powers' (Gill 2002: 47-8).

Akin to the analysts of the Canadian capitalist class, Gill identifies the law in this context as a

“productive aspect of bourgeois society,” that is “central to the constitution of the power of capital”

(2002: 59). This, even though he appears to separate the lawyer from “the effective sovereign” of new 39 Even though they call the lex mercatoria “the most significant development from the point of view of legal

globalization,” the closest they seem to get to explicitly discussing Canadian corporate lawyers, is when they assert: “The more Canadian regulations are harmonized to US standards, the less TNCs require Canadian lawyers to deal with their branches' affairs in Canada. As a result of these trends, the Canadian legal profession is less and less able to compete in its own market for TN legal services" (Clarkson and Wood 2010: 236). See Part IV for how detached from the actually existing balance of forces this statement is.

27

constitutionalism – the investor, the capitalist (Ibid.: 60).40 Whether Gill would categorize the lawyer as

an organic intellectual of the capitalist class is not made clear; but what is clear is the lawyers agency

within important processes concerning the globalization of capital and the state (Graaff and van

Apeldoorn 2010).

In the late 1990s, Spar looked into the specific question of the internationalization of the corporate

lawyer/law firm. In her study into how US and UK law firms have increasingly “gone global” since the

1960s, Spar identified two 'waves' that served to globalize corporate law. The first, 1965-1985, saw law

firms 'go global' but only to service their multinational corporation-clients.41 The second wave is a

period which Dezalay terms 'the big bang' of the corporate legal field (1990). From the mid-1980's to at

least the end of the century,42 law firms “increasingly ventured abroad on their own” (Spar 1997: 13).

Several writers highlight the extent to which the globalization of the law was underlined by

'Americanization,' (Dezalay 1990: 281; see Spar 1997; Flood 2002: 131-33) the extension of the

hegemony of the US (and, to a certain extent, UK) law firms. In Panitch and Gindin's (2004) terms, the

globalization of the corporate law form was analogous to the development of informal empire.43 Part of

the process that Dezalay and Garth have elsewhere called, the 'internationalization of palace wars,'

foreign countries gradually adopted the Anglo-American model of corporate law. This has had

profound effects, to the extent that countries' legal systems would experience a “complete remodelling

which gradually extends throughout the complete ensemble of structures and expectations which

40 Following Dezalay and Garth, Panitch and Gindin in their sweeping forthcoming history of the rise of the US Empire,

affirm this, writing how the growing role of (especially US) lawyers abroad was “directly related to the international spread of US multinational corporations and investment banks.”

41 "Cromwell built a topnotch international practice almost entirely by following its premier client, Goldman Sachs, around the world" (Spar 1997: 13). Headquartered in New York and founded in 1879, Sullivan and Cromwell LLP has over 800 lawyers, and twelve offices (eight of them in foreign countries). See <http://www.sullcrom.com/>.

42 Spar was writing in 1997; the data presented below suggests that the current 'wave' can be both qualitatively and quantitatively differentiated from Spar's. An open question is whether this represents a third, or a fourth such wave.

43 None of the articles reviewed for this paper acknowledge let alone look specifically at the Canadian case in this context.

28

characterize a legal culture” (Dezalay 1990: 281).44

44 Although lacking the space to discuss it, this has obvious implications when interpreted against Gill's new

constitutionalism.

29

Part III, Section II: Neoliberalism and the Rise of (Law-as) Producer Services

Intrinsic to the global growth of corporate law firms has been the growth of the market for legal

services, which experienced “unprecedented expansion” (Dezalay 1990: 280) during the initial 'waves'

of globalization. In the late 1990s, Dicken noted how both manufacturing (and finance capital) and

legal services internationalized in a 'mutually reinforcing' manner (1998: 392). As Dezalay added: “It is

not just a coincidence that the globalization of the market in services to commerce and industry

followed on from the globalization of capital" (1990.: 284). While there has a considerable amount of

literature pertaining to the globalization of legal services, as Warf note, little of it has been concerned

with the economic forces that have driven the dynamics, or the new geographies that are being

produced as legal firms enter foreign markets (2001: 398).

The market for legal services is a subset of what theorists and technicians of the global political

economy term producer services. How the corporate lawyer/law firm and the services they deliver are

organized is what Trubek et al. termed the “mode of production of law” (1994: 419). Although there is

no single definition of producer services, Coffey and Bailly's is concise and relevant for the purposes of

enriching the investigation into the Canadian lawyer/law firm:

Producer services are intermediate-demand functions that serve as inputs into the production of goods or of other services; they enhance the efficiency of operation and the value of output at various stages of the production process, broadly defined so as to include activities that are both upstream and downstream of actual production…A wide range of empirical evidence has demonstrated that producer services occupy a major and expanding role in the space-economies of developed economies(1992: 858).45

What all agree on is that accompanying neoliberal globalization, there has been a rapid growth in the

45 War defines producer services as “important providers s of specialized expertise that allow firms to navigate through

increasingly complex financial and regulatory environments” (2001: 398).

30

service sectors of economies. The globalization of professional services firms are construed as

“'lubricators' of global economic activities,” through their involvement in “all the major cross-border

corporate deals and operations” (Faulconbridge and Muzio 2007: 250).46 The increase in inputs from

legal services are correlated by some with vertical disintegration, one of the hallmarks of the new

organizational paradigm of the neoliberal period (Warf 2001: 398).47 All of the factors that contributed

to the growth of producer services – which goods and services are produced, how they are produced,

the increasingly complexity that capital faces in new international contexts over wider geographical

scales, new forms of state intervention – "require the intervention of specialists" (Coffey and Bailly

1992: 859). Coffey and Bailly argue that analysis of flexible production should include producer

service activities and should acknowledge the role of them "as inputs in the goods production process"

(1992: 861); importantly for them, information is critical to both the forward and backward linkages

comprising the manufacturing cycle. A key theme that anticipates the Canadian case examined below is

how "Mounting international trade and investment and the increasing globalization of finance are the

primary forces driving the demand for international legal services overseas" (Warf 2001: 399). Finance

capital in particular is seen to "dictate the geography of demand" for legal services (Ibid: 399), a point

which will become more salient when we gain an appreciation of how Toronto has become the 'finance

capital of the world' for mining.

In Canada, business services (including legal) were one of the fastest growing sectors beginning in the

46 Faulconbridge and Muzio's is a neo-institutionalist account applying the 'varieties of capitalism' (voc) model to the

globalization of legal services question. Specifically, they are looking to identify “variations within Anglo-American professional systems” (2007: 258). By contrast, while similarly identifying the globalizing tendencies of law firms, Morgan and Quack take issue with the voc approach in their comparison of the UK and German cases (2005: 1780).

47 As Coffey and Bailly explain, vertical disintegration occurs where "…the main enterprise controls only the final product and the key technology; activities that are not strategic to the production process itself, together with the production of parts, components and ancillary services, are contracted-out to other firms" (1992: 858).

31

1970s, coinciding with the new tendency of industry to contract out key professional services.48 As

Wallace describes, legal specialists were required in increasing numbers as part of the “increasingly

wide-ranging scope of business decisions in a globalizing marketplace” (2002: 103). As with the

Montreal-Toronto axis Western expansion tendencies of Canadian corporate networks noted by Carroll

(discussed in Part IV, Section I below), the location of business services are clustered in Canada's

largest metropolitan centres (Ibid.) An important distinction identified by Wallace not problematized by

Carroll, however, is that the metropolitan concentration owes as much to these being key centres of

Canadian commerce as they are launching points into the global economy. This reflects how Canadian

business services are “increasingly marketable around the world” (Wallace 2002: 104).49

Like earlier critical geographers, Wallace connected the familiar dynamics of neoliberalism –

“flexibility, horizontal and vertical disintegration of production” - to the accompanying rise of business

services. Wood, for instance, was among the first (and only, given the paucity of attention to producer

services generally) to identify how “clearly implicated” producer services were “in the emergence of

new forms of capital accumulation” (1991: 160). Wood specifically analyzed the question in terms of

how business services were bound up in a process of “service-based patterns of geographical

inequality” (Ibid.: 161). He also connects it to David Harvey's concept of 'time-space compression'50:

on the one hand, the producer (including legal) services are integral to economic growth; on the other,

this growth requires 'specialist support functions' such as lawyers just to keep pace with the rapid pace

and intensification of change (Ibid.: 169; Harvey 1989: 258, 305 ). 48 "In 1996, producer services provided 1,725,435 jobs in Canada, or 11.6 per cent of all employment. Business service

accounted for just over half of these (54 per cent)" (Wallace 2002: 103). 49 "Whether in metropolitan or hinterland settings…the service sector is as much capable of linking the global economy to

the local as is manufacturing industry…" (Wallace 2002: 109). 50 Where 'the time horizons of both private and public decision-making have shrunk, while...declining transport costs have

made it increasingly possible spread those decisions immediately over and ever wider and variegated space” (Harvey 1989: 147). Also interesting for our discussion is how Harvey notes that when the international dynamics are taken into consideration, time-space compression “㼙㼍㼗㼑㼇㼟㼉㻌㼚㼍㼠㼕㼛㼚㼍㼘㻌㼘㼕㼚㼑㼟㻌㼛㼒㻌㼏㼛㼚㼐㼡㼏㼠㻌㼕㼙㼜㼛㼟㼟㼕㼎㼘㼑㻌㼠㼛㻌㼐㼑㼠㼑㼞㼙㼕㼚㼑䇿㻌㻔㻵㼎㼕㼐㻚㻦㻌㻞㻣㻤㻕㻚㻌

32

Part IV, Section I: The Globalization of Canadian Lawyers/Law Firms

Barkan notes in his recent study into the law and geographic analysis of the economic globalization:

"while we often refer to corporations in terms of nationality, the legal structures of corporations may

traverse multiple jurisdictions" (2011: 601). As we will see in this section, there is a lot to be said for

Barkan's further observation that "One could chart these geographies simply by paying attention to the

ways that corporate production networks emerge through, interact with, and shape legal fields" (Ibid.).

Another thing to keep in mind regarding the Canadian case discussed here is the evolution of the law

firm itself, as presciently identified by Dezalay:

The model of the law firm, fashioned in response to commercial demand, has tended to evolve at the same time as the market in legal services. The quantitative increase in business and production has caused a qualitative change: market imperatives have invaded the terrain of the law. The explosion of the market in legal services has overflown the internal control mechanisms dealing with competition and concentration: the result has been the emergence of the 'mega-law firms' (Dezalay 1990: 286).

The most straightforward explanation for the globalization of Canadian law is that they have simply

traversed with or "followed their clients as they grow internationally" (Middlemiss 2011). As Canadian

capital has internationalized, so have Canadian law firms. Even during the preparation of this paper,

some of the tendencies – for instance, Canadian legal services making a splash in overseas markets

generally; and the merger and acquisition dynamic specifically connected to capturing global legal

service markets - were reaffirmed by developments in the Canadian legal world. For the first time,

elite legal 'who's who' guides are increasingly highlighting Canadian lawyers and law firms as among

the "most sophisticated in the world" in specific, strategically important niche fields, namely, mining

and oil and gas (Gray 2011c). Chambers, a publisher of "the world’s leading guides to the legal

profession" since 1990 (when the era of globalizing law was underway), highlighted "the growing

international recognition that Canadian firms enjoy in the mining world" (Hasselback 2011a). Highly

33

regarded mining lawyers are those who 'really know the market.'51

Chambers' reasoning is simple, "The hunt for capital goes a long way to explaining Canada's presence

in the Latin American mining world" (Hasselback 2011b). Elaborating on the Canadian niche theme,

Chambers commented: "Canadian law firms are particularly well equipped to assist companies wishing

to explore and develop mineral projects in Latin America due to their mining experience with

companies from all over the world in all stages of development, from exploration to development and

production.”52 It is also more common to see Canadian lawyers recognized as being at the pinnacle of

mining law, explicitly linked to how mining “has emerged as one niche where Canada's lawyers hold

their own against top-flight counsel from London or New York” (Hasselback 2011d).53

One of the editors who worked on the Canadian listing said, "We’d noticed that across the continent,

there were a lot of Canadian law firms getting involved in deals and advising international clients who

were investing in Latin America in the energy and mining sectors,” and that it was "readily apparent

that Canadian mining lawyers are especially active in South and Central America" (Hasselback 2011a).

They also cite Free Trade and Bilateral trade agreements with Latin American countries that have

opened up avenues for Canadian capital and their legal service providers.

'Conditioning' the World for Global Capitalism

51 In 2011, in addition to awarding Canadian firms several distinctions, Who'sWhoLegal produced a 'special report' that highlighted the 'depth and breadth' of the Canadian legal scene domestically and internationally; see: <http://www.whoswholegal.com/specials/428/canada/>/). 52㻌㻌㻨㼔㼠㼠㼜㻦㻛㻛㼣㼣㼣㻚㼏㼔㼍㼙㼎㼑㼞㼟㼍㼚㼐㼜㼍㼞㼠㼚㼑㼞㼟㻚㼏㼛㼙㻛㻳㼘㼛㼎㼍㼘㻛㻱㼐㼕㼠㼛㼞㼕㼍㼘㻛㻠㻡㻤㻥㻜㻏㼏㼛㼙㼙㼑㼚㼠㼍㼞㼥㻪㻚 53 Hasselback's feature of Cassels Brock & Blackwell LLP lawyers in the Western Law alumni magazine provides insight

into what appears to be a typical case. That is, where it seems to be becoming commonplace for mining lawyers to both have “an impressive list of clients” while at the same time “sitting on the boards of half a dozen junior miners at various stages of development” (Hasselback 2011d). As many times as this phenomenon was made note of in the course of researching this paper, the data has not yet been systematically organized enough to warrant definitive conclusions.

34

The evolution of bilateral trade agreements (BITs) shows both one of the ways that we can appreciate

and analyze the internationalization of the state (Cox 1987: 253-265; Panitch 1994), as well as how

Gill's concept of 'new constitutionalism,' described above, can be linked to corporate law and the

internationalization of capital; that is, how the law assists capital's transnational expansion (Cutler

2000: 61). Warf is among a number of theorists who notes a correlation between the proliferation of

international trade agreements and "[the] facilitat[ion of] the international practice of law" (2001: 400).

With the rapid changes brought about through the Uruguay Round of 1994 (which led to the

establishment of the WTO), capital simply (and continually) “requires advice” from lawyers (Trubek et

al 1994: 429). As Cutler explains : “Transnational corporations and law advance disciplinary

neoliberalism as the overriding 'socio-economic form,' extending processes of commodification and

alienation through a politico-legal framework for the reconstitution of capital on a world scale' that

integrates domestic societies and markets globally, into a 'new constitutionalism'" (Cutler 2003: 108).54

Cutler argues that BITs came about in the 1970s as a response to perceived “inadequacies of

international law in addressing corporate activities”; BITs would function as the key legal instrument

that would regulate capital in the world economy (2008a: 201).55 In order to be able to apply the

instrument, capital requires the expertise and services of the lawyers/law firms.

The BIT is just one way that the state helps capital “lock countries into 'predictable regulatory

frameworks'” (Cutler 2003: 103), and serves as one element of a broader “conditioning institutional

framework that promotes and consolidates neoliberal restructuring” (Grinspun and Kreklewich 1994:

54 McBride (2010: 30) and Panitch and Gindin note how bilateral trade agreements quickly became the 'plan b' option following the collapse of efforts to implement multi-lateral free trade agreements, such as the failed Multilateral Investment Agreement (1995-1998) and Free Trade Area of the Americas (1994-2005), “[Cumulatively, BITs] did...establish a new international legal framework” (2012). 55 Citing UNCTAD's database on BITs (㼔㼠㼠㼜㻦㻛㻛㼣㼣㼣㻚㼡㼚㼏㼠㼍㼐㼤㼕㻚㼛㼞㼓㻛㼠㼑㼙㼜㼘㼍㼠㼑㼟㻛㻰㼛㼏㻿㼑㼍㼞㼏㼔㼋㼋㼋㼋㻣㻣㻥㻚㼍㼟㼜㼤㻌㻕㻘㻌Newcombe says

the first modern BIT was signed between German and Pakistan in 1959 (2004: 8). Newcombe runs a useful resource-website, 'Investment Treat Arbitration.' <http://italaw.com/>.

35

33).56 BITs both remove impediments to capital flows and help protect Canadian capital as it operates

in the jurisdictions of the world economy where they have been established (Boscariol 2006: 116)57.

BITs stand out as “the pivotal legal form that anchors the [foreign] investment relationship” (Cutler

2009: 105)58. The BIT helps provide capital with “certainty in commercial contracting...by ensuring the

security and enforcement of investment rights” (Ibid.: 105). For the purposes of understanding how this

affects the Canadian case, it is important to identify the extent to which the BIT model has been utilized

by the Canadian state.

Understandably overshadowed by the Royal Commission on the Economic Union and

Development Prospects for Canada59 amidst the negotiations and debates that culminated in the

Canada-US Free Trade Agreement (CUSFTA) in 1989, that same year Canada also began a systematic

program of signing bilateral 'Foreign Investment Promotion and Protection Agreements (FIPAs) with

foreign states. The purpose of FIPAs is to secure basic 'liberalization and protection commitments' for

capital, following from a model agreement developed by the OECD. Since 2003, the FIPA model has

been updated to mirror the investment chapter provisions of NAFTA, which had superseded CUSFTA

in 1994. Since 1994, Canada has signed nine Free Trade Agreements.60 In addition there are ongoing

56 “What is particular about a conditioning framework is that domestic elites manipulate these international obligations to

impose policies that would not otherwise meet with general support...[C]conditioning frameworks are an ideal tool in the hands of domestic forces for imposing and locking-in neoliberal reforms” (Grinspun and Krekelwich 1994: 36).

57 A partner with McCarthy Tetrault, Boscariol is head of their International Trade and Investment Law Group. HE's considered one of the world's top lawyers on WTO-specific law, NAFTA, BIT and other trade agreements. He also has a number of interlocks with ruling class circles, such as Co-Chairmanship of the Canadian Association of Importers and Exporters Association lobby group, the Canadian Council for the Americas think tank, the Board of Trade of Metropolitan Toronto, and the Royal Canadian Military Institute. <http://McCarthyism/lawyer_detailed?id=1783>

58 Cutler reiterates this elsewhere, for example referring to the BIT as possibly representing “the central most significant hegemonic transnational legal form” (2008b: 162).

59 Popularly known as the MacDonald Commission; see below. 60 Most have been bilateral: US/Mexico via NAFTA (1994), Israel (1997), Chile (1997), Costa Rica (2002), Peru (2009),

Colombia (2011), Jordan (2009), Panama (2010), Honduras (2011-2012). Honduras has yet to be signed, but the negotiations were concluded in August 2011. The only multi-lateral Free Trade Agreement is the Canada-European Free Trade Association agreement, which includes non-EU member states Iceland, Liechtenstein, Norway, and Switzerland. See Foreign Affairs and International Trade Canada, 'Negotiations and Agreements' at:

36

free trade negotiations involving at least another 54 countries.61 As for FIPAs, negotiations have been

concluded or agreements have been brought into force with 29 countries,62 while negotiations are

underway with another 14 states.63 All told, Canada has entered into or is negotiating some form of

formal neoliberal investment treaty with more than fifty per cent (105) of the nation-states in the world.

In the development of Canada's bi- and multi-lateral treaties from 1989-2011, there has been a clear

intensification since the election of Prime Minister Harper's Conservatives in 2006, indicating that their

professed commitment to an “aggressive bilateral trade negotiations agenda” was more than rhetoric (in

Chaitto and Weston 2008: 47). From the commencement of the original CUSFTA in 1989 to the end of

his administration, Brian Mulroney's government concluded six agreements; during the subsequent

twelve-year reign of Jean Chretien (1993-2003) and Paul Martin's (2003-3006) Liberals, eighteen

agreements were concluded; in Harper's current era (2006-present), the same number (eighteen) have

been concluded, with, as mentioned, the possibility of several dozen more to be concluded during his

tenure. Still, there appears to be nothing partisan about the frenzied hammering out of of BITs, which

is by no means limited to the Canadian case.64 Generally, since the mid-1990s, BITs have “proliferated

at an extraordinary rate” (Cutler 2008a: 201). Such proliferation is enmeshed with the

http://www.international.gc.ca/trade-agreements-accords-commerciaux/agr-acc/index.aspx?lang=en&view=d#free.

61 Including Peru and Bolivia (Canada-Andean Community Countries Free Trade Discussions), the fifteen states comprising CARICOM, the 27 states comprising the EU, the Dominican Republic, India, South Korea, Morocco, Singapore, Ukraine, and Turkey. (Ibid).

62 In chronological order: Poland (1990), USSR (1991), Argentina (1993), Hungary (1993), Ukraine (1995), South Africa (1995), Trinidad and Tobago (1996), Barbados (1997), Ecuador (1997), Egypt (1997), Venezuela (1998), Panama (1998), Thailand (1998), Armenia (1999), El Salvador (1999), Uruguay (1999), Lebanon (1999), Costa Rica (1999), Croatia (2001), Peru (2007), Madagascar (2008), Latvia (2009), Czech Republic (2009), Romania (2009), Jordan (2009), Bahrain (2010), Slovak Republic (2010), Kuwait (2011) (Ibid.).

63 Kazakhstan (2011), Ghana (2011), Pakistan (2011), Poland & Hungary (these are negotiations to update the existing agreements, on which see: http://www.international.gc.ca/trade-agreements-accords-commerciaux/agr-acc/fipa-apie/eu6-ue6.aspx?lang=eng&view=d), Cameroon (2011), Mali (2011), Tunisia (2009), Tanzania, Indonesia, Vietnam (2008), Mongolia (2009), India (2007), China (1994). Year commenced in brackets where it has been specified by Canadian officials; see: http://www.international.gc.ca/trade-agreements-accords-commerciaux/agr-acc/fipa-apie/china-chine.aspx?lang=eng&view=d.

64 See the UNCTAD database above to compare the proliferation of BITs among other capitalist economies.

37

internationalization of the state – the state's very involvement in negotiating and signing BITs shows

not a diminution but a changing of the form of the state.65 Likewise, while BITs are facilitating capital

accumulation on a world scale, the capitalists who are being protected remain rooted in national social

formations. This is not to say that they can not simultaneously comprise a (nascent) transnational

capitalist class (as, for example, the transnational fraction of the Canadian capitalist class). As the

following sections will show, the dynamics of the evolution of the Canadian corporate lawyer/law firm

are as much dominated by national as they are by transnational concerns.66

Driving the dynamism of the corporate legal sector is the fact that Canada's financial capital, Toronto,

is recognized as being home to the world's most important mining stock exchanges, The Toronto Stock

Exchange (TSE) and the TSX Venture Exchange (TSX). Mining, according to one legal practitioner, is

“the grease that keeps Toronto's wheels turning” (Hasselback 2011d).67 Together, the TSE and TSX

house 1,531 (nearly 60%) of the world's public mining companies (Chambers 2011). Toronto has,

perhaps more importantly, been called "the mining finance capital of the world" (Middlemiss 2008),

being the key spatial location for deals which require specialized legal expertise anywhere around the

world (Spar 1997: 16)68. This also lends itself to the argument supported in this paper, that, generally,

65 See Jessop on how the state “remains central to the effective management of the emerging spatio-temporal matrices of

capitalism and the emerging forms of post- or transnational citizenship” (2003: 46; also see how he links this to the states role in facilitating a new lex mercatoria, p. 40).

66 Part IV, Section II will show that there is some evidence to indicate a correlation between the signing of FIPAs with Gulf Cooperation Council (GCC) countries, the increased flow of Canadian capital there, and the concomitant increased presence of Canadian corporate lawyers/law firms there. (Ie., there is evidence of the increasing penetration of the GCC by the internationalized fraction of the Canadian ruling class; to what degree, if any, this raises questions of 'interiorization' in the sense used by Poulantzas, remains to be problematized). See Poulantzas (1974: 220-257); also see Jessop (2002: 190-91). Klassen and Carroll argue against interiorization (another way, a la Arthurs, of saying 'hollowing out') of the Canadian bourgeoisie, "In effect, over the decade spanning the turn of the century, the network became more 'Canadian' (less interiorized) in its national…aspect yet more linked into the global corporate elite (more exteriorized), particularly through Canadian TNCs controlled domestically" (2011: 390).

67 Top mining law specialist at Cassells Brock & Blackwell, Sean Harvey, adds, “[Research in Motion]'s great. Don't get me wrong. But for every RIM, there are 50 little mining companies” (Hasselback 2011d).

68 One of several Canadian mining specialists, Fasken Martineau (headquartered in Toronto with offices in Vancouver, Calgary, Ottawa, Montreal, Quebec City, London, Paris, and Johannesburg), has 30 lawyers in its firm "dedicated to

38

the "internationalization of capital has made Canada an important command and control centre for the

world economy" (Klassen 2009: 177). While it is important not to overstate the case, for as a leader in

finance capital generally, Toronto is still subordinate to New York, and London69 – the case of the

lawyers indicates that this may be consistent with the notion of Canada as a secondary imperialist

power. The depictions above are consistent with Spar who, in examining the evolution of globalizing

US and UK law firms, correlated the development of their respective roles as 'global financier center[s]'

with a 'a global demand for the specific expertise of locally trained lawyers” (Spar 1997: 15). In

Canada, with the more than 1,500 mining listings on the exchanges, Canadian expertise in mining law

simply “flows from the reality that companies need lawyers to make those listings happen” (Hasselback

2011d). But in order to see more clearly whether or to what extent this is the case, we need to look at a

few of the aspects that have been key to the evolution of Canadian corporate lawyer/law firms since

the 1990's.

The Regional Question

With the TSE and TSX, Canadian corporate lawyers appear naturally suited to project their expertise

into the capital markets abroad into which these Exchanges serve as springboards. As for oil and gas,

Canada is both home to the world's largest industrial oil extraction project in the world – the tar sands –

and a multitude of Canadian oil companies compete for projects abroad. As the recently proposed but

subsequently squashed merger between the TSX and London Stock Exchange showed, "Toronto is a

serving mineral companies, covering everything from joint ventures to financings and mergers and acquisitions" (Middlemiss 2008); see: http://www.fasken.com/.

69 In the most recent 'Global Financial Centres Index' (2011), published by UK-based think tank Z/Yen and the City of London Corporation, Toronto is ranked tenth. The top nine ahead of Toronto, in order are London, New York City, Jong Kong, Singapore, Shanghai, Tokyo, Chicago, Zurich, and San Francisco. Obtained from: <http://en.wikipedia.org/wiki/Financial_centre>. The Z/Yen study itself also shows how Vancouver (17th) and Montreal (20th) , and, recently, Calgary are emerging as strong financial centres, especially regionally. Significantly, Toronto is ranked eighth in their global professional services index. See Z/Yen (2011).

39

growing presence in the global financial services world" owing to its "incredible strength in the mining,

metals, energy financing and listing space" (Perkins et al. 2011). Although this paper does not hone in

on the particularities of Canadian ruling class interests in relation to the controversial development of

the tar sands,70 the importance of doing so is recognized, for instance, following Burgess:

We must assume that directorship along with other 'sociological' and political linkages are a very significant dimension of a project of [the tar sands'] strategic scale and scope. [The tar sands project] is remaking Canada, it is comparable to some degree to the construction of the cross-country railway which birthed or was birthed by Canadian finance capital (2010: 16).

From an increasing pattern of patent litigation on the part of energy-capital “to protect their technology

in order to have a competitive advantage” (Vanderklippe 2011), to the periodic frenzies of transactions

including mergers and acquisitions, leading numbers of lawyers and law firms have been locating in

Calgary. Indeed, with a multitude of foreign investors interested in the tar sands, as of 2008 Calgary

was being described as "Canada's most competitive legal marketplace…turn[ing] local lawyers into

globetrotters" (Czarnecka 2008).71

Internationalizing Capital and Academia

More than thirty years ago, then-Minister of Energy, Mines and Resources, Donald MacDonald72

70 In the future, the research would include an overview/analysis of the directorships of all of the corporations in the tar

sand sector; a similar analysis of Canadian energy companies that have operations abroad; and an analysis of foreign energy capital in Canada. In all areas, we would seek to concretely situate the Canadian corporate lawyer in a broader attempt to map the relations of the Canadian capitalist class.

71㻌More on which below. One indication of the magnitude of Canadian legal activity found Alberta, in 2002, in the midst of “an unprecedented round of takeover activity in the oil patch,” where the firm Bennett Jones advised on $68-billion of takeovers in a year and a half span (Willis 2002).㻌

72 Macdonald's Chairmanship of the Royal Commission on the Economic Union and Development Prospects for Canada (1982-1985) is commonly understood to have been a seminal moment for the Canadian state's commitment to neoliberal globalization and to continental economic integration, paving the way for the Canada-US Free Trade Agreement and NAFTA (see McBride 2001, Chapter 3; Simeon 1987). In the quarter-century since then, he has been an influential member of the 'inner circle' of the Canadian capitalist class, holding multiple key corporate and policy organization directorships, and remains a Senior Advisor to top-tier corporate law firm, McMillan. See:

40

would predict that "Canadian companies and mineral consultants will be increasingly involved in

international operations" (in Moore and Wells 197573: 68).74 It would take some time, but Canadian law

and business schools finally appear to be responding to the growth in importance of mining.75 Aspiring

lawyers are being encouraged to specialize in corporate law generally, and mining more specifically.

The University of Western Ontario law faculty has recently introduced a program where a student can

get both a degree in geology and law. Attending the annual convention of the Canadian mining lobby

organization Prospectors and Developers Association of Canada (PDAC), former UWO law Dean Ian

Holloway linked this development to the presence of the TSE and TSX Exchanges, "Something like

60% of the world's financing deals in mining are still done in Toronto.76 And all of those deals need

lawyers. So there's a huge shortage of a very specialized legal skill set." (Hasselback 2011c).77 Less

interested in the rock-side of geology, said Holloway, law students will focus "rather [on] the business

law associated with their extraction, refinement and then selling" (Ibid.). As the report of the PDAC

event notes, several law firms attended "to stake their claims to expertise in the mining industry" and to

emphasize their 'global reach' (Ibid.).

<http://www.mcmillan.ca/DonaldMacdonald>.

73 For a more recent, critical look at the impact of Canadian corporate mining operations in Latin America, see North et al, Eds. (2006).

74 In 2010, TSX-listed companies had nearly 9,000 'mineral [exploration] projects' dispersed globally, 48 per cent of which were outside of Canada (including 983 in South America, 679 in Africa, 371 in Asia, and nearly 1,700 in NAFTA-partner countries US and Mexico. See Stothart (2010: 36).

75 As would Macdonald's law firm. In November 2010, McMillan Binch and Lang Michener, both founded prior to world war two and both globalizing, merged (now, with 400 lawyers, named "McMillan"), with plans, stemming from the Lang Michener's strength in mining, toward expansion into Asia and Latin America. In 2005 and 2010, McMillan had previously absorbed a Montreal and a Calgary firm (Gray 2010). 76 In September 2011, Holloway was replaced by new Dean W. Iain Scott, who had only recently retired from the world of

corporate law. His most recent position held was an 8-year term as the first ever CEO of Canadian corporate law giant, McCarthy Tetrault LLP. One of the things Scott highlighted in his acceptance statement was “[t]he role of lawyers in a globalizing practice” (Communication Staff 2011). A separate report adds that UWO is seeking to establish a Chair in Mining Law and Finance, for it only “makes sense to combine Western Law’s business focus with Canada’s global reputation for mining expertise” (Hasselback 2011d).

77 According to 2005-2009 statistics from the Mining Association of Canada, on the strength of its “strong appeal to both junior and senior business players,” the TSX funded 8,316 or 82 per cent of all global mining financings, representing $64 billion, or 32 per cent of the total global value. See Stothart (2010: 35-37).

41

Similarly, responding to a request by the Canadian Institute of Mining, Metallurgy and Petroleum,78

York University's Schulich School of Business79 has responded to both a perceived lack of leadership in

the mining sector and the anticipated growth in commodities markets, by establishing the first-ever

MBA program that specializes in 'global mining management.' Echoing Holloway, a report from the

global consultancy firm Deloitte wrote: "Labour shortages are one of the biggest problems facing the

mining industry and collaboration with universities is one way to help prevent operational problems

down the road" (Bouw 2011).

Mergers and Acquisitions

The last wave of significant legal mergers in the late 1990's was driven by globalization (The Lawyer

1999 and Gibb-Clark 1999). Warf noted how this mimicked mergers in other industries, while

presciently predicting more mergers for law firms in the future (2001: 401).80 Dezalay identified 'the

new kind of lawyer who he saw emerging since the 1970's. In the new, post-Fordist era of flexible

accumulation, the law itself came “to resemble...more and more a business like any other”(1990: 287).

As Spar added, “once law firms begin to expand abroad, the parallels with other industries loom large"

(1997: 18). In the financial and legal reportage in Canada, there is a clear tendency to denote the global

ambitions and practices of Canadian law over this same period. As “lubricators' of global economic

activities” (Faulconbridge and Muzio 2007: 250), lawyers could hardly be missed as key figures in the

78 Incorporated by Act of Parliament in 1898; see http://www.cim.org/about/history.cfm 79 Named after Canadian billionaire finance capitalist and oil and mining magnate, Seymour Schulich. <http://www.schulich.yorku.ca>. 80 Not only are mergers and acquisitions significant between law firms themselves, but law firms handle the mergers and acquisition's of their corporate clients; in 2004, two Canadian firms cracked the US' top 25 list of such transaction values. Osler, Hoskin & Harcourt, for example were 19th with $16.5 billion and Stikeman Elliott at 22nd with $15.3 billion (Vanderlinden 2005). Also see note 37, above.

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globalization process.81

For Canada, a country that is supposedly penetrated by and dependent on US capital, it may seem

surprising that there is only one US corporate law firm of any significance operating in Canada,

Chicago-based Baker McKenzie, the world's largest global law firm. Whereas they have over 1,000

lawyers working abroad, only fifty of them are in Canada (Warf 402-4).82 It is, however, significant,

that in the most recent wave of global legal mergers, a UK firm, has entered the Canadian fray.

Montreal-based Ogilvy Renault's 450-lawyer firm merged with the UK's Norton Rose in early 2011,

creating a global firm comprised of approximately 2,500 lawyers (the fifth largest in the world). As

recently as 2005, Norton Rose was the only the 10th largest law firm in the UK. But it had been

expanding through a process that Quack and Morgan call 'organic internationalization,' which “refers

to firms that have gradually developed their own overseas offices through a mix of methods” (Quack

and Morgan 2005: 1775, emphasis added). Toward the end of 2011, Norton Rose also announced a

merger with Calgary-based Macleod Dixon,83 fuelling speculation that the Canadian global legal

community will be hit by a 'wave of consolidation.'84

While Quack and Morgan identify how Norton Rose was, due to historical linkages, expanding “into

areas of colonial and English law influence” (2005: 1777), the acquisition of Macleod Dixon was

specifically targeted in order to pave the way for Norton Rose's expansion into both Canada (with

81 “Intricately wrapped up in the globalization process...these [law firms] are now involved in all the major cross-border

corporate deals and operations” (Faulconbridge and Muzio 2007: 150). 82 The research for this paper found no instances of US law firms taking over Canadian law firms. 83 Effective 1 January 2012. 84 One financial reporter asked, following the Ogilvy-Norton merger, "Is this the beginning of a major consolidation trend

that will see other Canadian law firms scramble to find their own global marriage partners?" Likewise, the implications for the number of Canadian firms that are expanding globally, are considered (Middlemiss 2011). Also see Gray (2011a) who reported that Norton Rose's move had prompted at least one major US firm to look into possible Canadian acquisitions.

43

whom it has colonial linkages) and Latin American markets with which it doesn't have these linkages.

Indeed, although it is noteworthy to find a not-so-subtle colonial inference in Norton Rose's boasting of

acquiring its new Canadian and South African "territories" in its annual review of 2011 (Norton Rose

Group 2011: 4), the acquisition of Macleod Dixon had less to do with the firm's Canadian connections

as it did with its strategically-located and established offices in energy and mining-rich Colombia,

Venezuela, and Kazakhstan85 One of the only firms with a local office in Caracas, established in 1997,

a Macleod Dixon lawyer once noted, “We’re a Canadian firm, but we have a strong domestic advice

capability” (Hasselback 2011b), which is precisely the advantage that Norton Rose lacked, and was

seeking to acquire.

Another, related development can be seen against the 'Westward drift' of the Canadian capitalist class

described by Carroll (2004, Chapter 5, as well as Wallace 2002).86 This is observed with the opening of

Calgary offices by Bay Street law firms, in direct response to growing "global interest in Canada's

natural resources" (Gray 2011b). As “the administrative centre of the oil industry” (Wallace 2002: 102),

Calgary is considered by corporate lawyers to be Canada's second-most important economic centre

next to Toronto. The global interest is two-way: on the one hand there are (predominantly) Middle

Eastern, Chinese, and Indian investors who need Canadian lawyers to close deals in the tar sands; on

85 Macleod Dixon's J. Jay Park is just one example of why his firm was targeted by Norton Rose. One of Park's clients is

WesternZagros Resources Ltd., which came into existence in 2007 as it was spun off of Western Oil Sands, which was purchased by Marathon Oil Corporation (see Western Oil Sands 2007). WesternZagros' sole holdings are two Production Sharing Contracts in the Kurdistan Region of Iraq (see: http://www.westernzagros.com). Park is known globally as an expert on Iraqi oil laws, speaking regularly at conferences and advising several corporations with (or vying for) operations there as well as the Kurdistan Regional Government itself (see Park 2011). An interview with Park in 2008 as background which would inform two subsequent articles (Fenton 2008, 2009), was among the first events that alerted the author to the significance of and the need to intensively research the role of corporate lawyers in relation to Canadian corporate networks and the internationalization of Canadian capital. When the notion of the corporate lawyer-as-organic intellectual began to crystallize, Park immediately came to mind.

86 In short, by the mid-1990s, “there was a dramatic movement of industrial head offices westward, tracking the flow of capital” (Carroll 2004: 102). Wallace adds: “The exodus of corporate headquarters from Montreal…[since] 1976 worked principally to the benefit of Toronto. But since the 1980s, the westward shift of economic potential in Canada has continued, primarily to the benefit of Calgary and Vancouver…By the late 1990s, Calgary had emerged as the second-largest centre of corporate head offices in Canada, ahead of both Montreal and Vancouver” (2002: 102).

44

the other, Canadian capital is actively seeking to invest in oil and gas projects abroad, and requires

legal representation to do so (Ibid.). This will be discussed further below, when we look at the size and

location of law firms' offices.

The Changing Size and Geographical Composition of Canadian Law Firms

The scale of growth of US (and UK) law firms provides an illustrative backdrop to the growth of

Canadian firms. Panitch and Gindin, for instance, frame such growth as “another version of

imperialism by invitation; both capitalists and officials in other states increasingly wanted to buy the

services of these law firms" (2012). In their new book, The Making of US Empire, they show how

whereas in 1989 there were 803 US lawyers and 80 offices abroad, by 1999 exponential growth saw

4,319 lawyers and 245 offices.87

As the world's fifth largest law firm (2,500 lawyers), Norton Rose is more than triple the size of the

largest Canadian firm (McCarthy Tetrault, with 762 lawyers in 2012). As noted above, they were able

to become the fifth largest by swallowing two of Canada's largest firms. The newly minted 'Norton

Rose Canada' will, at the beginning of 2012, consist of approximately 700 lawyers. To give an

indication of the growth of the corporate law firm in Canada, this should be contrasted with Niosi's

statistics, which found that the "largest law firms in Canada have up to 76 lawyers" (1978: 135,

emphasis added), approximately one-tenth the size of today's largest Canadian firms.88 Table 1 lists the

87 Writing in the late 1990s, Spar detailed how, “as of 1989, the 250 largest (US) firms had established 180 overseas offices, up from 124 in 1985. By 1991, that number hit 252. By 1994, nearly 2000 US lawyers were plying their trade in overseas offices, and US exports of legal services hit $1.6 billion” (1997: 12). 88 Likewise, in 1965, Porter wrote, "Some of the larger law firms in the big cities employ as many as thirty to thirty-five lawyers" (278).

45

top 20 corporate law firms by number of lawyers (910 total) in Niosi's 1975 dataset,89 with the current

names (or names that resulted from merger) in brackets.

Table 2 (Gibb-Clark 1999) shows how, by 1999, while only showing the top 11 law firms, the number

of lawyers had already increased markedly. Table 3, showing the Financial Post's 2009 statistics,

indicates that the top 20 law firms employed 8,454 lawyers. By contrast, Table 4 shows, only two years

later, the 9,438 lawyers in Canada's top 20 corporate law firms (a growth of nearly ten per cent).

Overall, if we take a span of only the last two years, we can see that the composition of Canadian

corporate law firms has changed dramatically. In 2009, the top 14 law firms had 85 offices; in 2011,

they had 122 (including 29 foreign offices).90 Most of the growth was in overseas offices in strategic

locations (predominantly Asia, and the Middle East), or in Calgary to join in the scramble for

representation of those corporations vying for acquisition of tar sands assets. It is interesting to note

(and will be touched on in the next section) how some of the accompanying regional dynamics have

changed in the decade since September 11, 2001. Whereas in 2001, Warf could state that the Arab

world and the Middle East have not been a “significant target zone” for global capital and, hence, legal

services, a series of bilateral trade agreements and deepening ties between the Canadian state, capital

and their local counterparts, have seen this calculus change.91

In the top 15 of both the 2009 (Financial Post 2009) sample and the sample gathered for this paper,

there were different firms, which were cancelled out for simplicity sake. Nevertheless, it is significant

89 Another interesting contrast, beyond the scope of this paper, would be to use Niosi's baseline data (for year 1975, or, for that matter, Park and Park's (1962) regarding the number of directorships held by each law firm on major corporations. For instance, if the number number of lawyers has increased by ten times, how, if at all, has the proportion of total directorships grown in the 37 years since? "The average number of lawyers on a board of our dominant companies is 1.6" (Niosi 1978: 136).) 90 Appropriate historical data on the number of law firm offices (including offices abroad) was unavailable for comparison.

Ideally, this will be remedied and accounted for in future research. 91 On the strategic importance of the Gulf Cooperation Council (GCC) see the new and important book by Hanieh (2011).

46

to note the difference. The new addition to the 2011 list is McMillan LLP, the product of the November

2010 merger between McMillan and Lang Michener LLP toward "a more robust national presence and

stronger international ties" (McMillan LLP 2010). Neither firm had previously been in the top 15. In

the 2009 sample, there is Ogilvy Renault, the well known elite, Montreal-based firm of former Prime

Minister Brian Mulroney. In 2009, they were the 10th ranked Canadian law firm. As discussed above,

in June 2011, Norton Rose 'added the resources' of Ogilvy to its rapidly growing legal empire (Norton

Rose 2011). This in itself, in addition to the subsequent merger/acquisition by Norton Rose of Macleod

Dixon, poses new problems for categorizing 'Canadian' law firms, and measuring their global

presence.92

Although the number of Canadian offices in foreign countries is relatively small, there are, again,

significant niche markets, and, as has been noted, Canadians "tend to excel" at getting the business

without having to open an office in a country to do so (Middlemiss 2009) . Notwithstanding, since

Middlemiss's report that cited Canadian firms' having avoided the 'fallout' of opening offices in the

UAE (which he attributed to temporarily low oil prices), Bennett Jones has opened two offices in

Dubai and Abu Dhabi, UAE, which The Globe and Mail (2011) termed "the latest sign that Canada's

law firms are going global."

Another reason noted for a lack of Canadian law firms in UAE was the lack of 'deal flow' and lack of

Canadian banking presence, suggesting that the presence of law firms requires the simultaneous

presence of Canadian finance capital. Until an RBC Capital Markets, BMO Nesbitt Burns or Scotia

Capital are there, and "pound on doors day in and day out, the deal flow there won't be strong enough

to justify opening up a [law-practicing] space" (Middlemiss 2009). In late 2009, Scotiabank announced 92 A problem, that is, in any case, to be tackled at a later date.

47

that it had become the first Canadian bank to be granted a license to operate in the Dubai International

Finance Centre (DIFC, "an onshore hub for global finance") (Scotiabank 2009). In the next section, we

look briefly at the how the Gulf Cooperation Council states are increasingly being targeted by

Canadian capital, and law firms.

When it comes to the strategic niche markets such as mining, Canadians are not always competing with

the largest UK or US law firms. As the head of Stikeman Elliott's global mining group said, "We take

business from big law firms everywhere because we know this business" (Middlemiss 2008). And as

Belford noted more generally in 2003: "Nor is there a need to immediately establish a foreign office.

While Gowlings has had an office in Moscow since 1992 and Ogilvy has an office in London, today

much of both firms' international work is handled by lawyers flown in from its seven Canadian offices.

If the project is to be of a continuing nature, the firm establishes a relationship with a local law firm"

(Belford 2003).93 Now the paper will shift to illustrating the class dynamics of Canadian corporate

lawyers and law firms as they are presently configured.

93 "Scott Jolliffe, managing partner of Gowling Lafleur Henderson, has a bit of advice for any young lawyer or firm wanting to make its mark internationally. Start by establishing a reputation in Canada for expertise in a specific area of law, then find a niche market internationally." Explained Jolliffe: "For Gowlings, that niche market has been finding work in developing or former Soviet-dominated countries where a major international financial institution is willing to pay the bills...Gowlings looks for situations where large international institutions like the World Bank or the European Bank for Development and Reconstruction are investing to create a new infrastructure...They want to establish a legal infrastructure in which business can prosper." (Belford 2003)

48

Part IV, Section II:

Canadian Corporate Lawyers/Law Firms and Class Relations

This section draws primarily from the empirical research conducted which, in turn, compelled the

previous three parts of this paper. That is, the Canadian corporate lawyer/law firm stood out in a sort of

raw sense, in that they appeared (and re-appeared) at nearly every point of intersection (or, interlock)

between the internationalizing Canadian state and capital. What was lacking in and of the data was an

explanation for the situatedness of the lawyer in relation to Canada and the world economy. The effort

in the preceding sections, then, has been to lend some analytical coherence to the data that is now to be

presented.

The core findings of the research are represented in a series of seven Tables (numbered 5 through 11).94

Table 5, for instance, captures all of the corporate law firms in our sample which had at least one

lawyer/law firm95 who was either a former state official and/or a member of an international business

council/chamber of commerce or internationalized trade association, or was a member or funder of a

policy institute.96 All told, the forthcoming tables will illustrate that Canada's corporate legal network is

dense and closely interlocked with the Canadian state and capital (specifically, the transnational

fraction of the Canadian ruling class).

94 In addition to Tables 1 to 4 presented in the previous section. 95 In some cases, and from this point forward, 'lawyer' will include those, such as former Cabinet Minister Stockwell Day,

who may not be lawyers but serve formal senior advisory or strategic counsel positions within a law firm. 96 As we will see, in some cases it is the law firm itself that is a member or funder of a policy institute or international

business council.

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Former State Officials

Beginning with Porter, analysts of the Canadian (not to mention US) ruling class have noted how

politicians are more likely to be lawyers prior to entering politics than any other profession. As such, it

should come as no surprise to find an abundance of former officials with positions in the top Canadian

corporate law firms.97 It is important to keep track of the movement of lawyers in and out of law firms

and into or out of formal politics and the state bureaucratic apparatus. Table 5 captures some aspects of

Canadian corporate law's interlocks with the state and with internationally-oriented business councils

and/or policy institutes. The vertical column represents the names of the twenty-nine law firms

identified as demonstrating a combination of the clearest internationalizing tendencies, having one or

more of each (or all) of (as represented in the horizontal columns): (i) a former state official; (ii)

membership or directorship on an international business council/chamber of commerce or

internationalizing trade association; (iii) directorship or key affiliation with an internationally-related

policy institute. For now, although extensive and illustrative in their own right, legal-corporate

interlocks are not represented in the table, though they will be discussed in a short section below.

To begin with, it is found that nearly 21 of 29 law firms sampled have former state officials (See Table

6 – and below – for a breakdown of former state officials 'based' in law firms). Included in the 'former

state official' category are former MP's, cabinet ministers (including prime minister's), chiefs of and

key staff to Cabinet level ministers, ambassadors, and bureaucrats at the level of Associate Deputy

Minister (ADM), or Deputy Minister.98 There was also a focus on quasi-state organizations, state task

97 This project does not seek to establish the detailed social backgrounds of the individuals identified in the ruling class

networks discussed here; therefore, it is not concerned with the number of current politicians who happen to be lawyers. 98 Like Porter noted, “It is...somewhat arbitrary to draw a line across a hierarchical structure and say that those above the

line are the elite and those below are not” (1955: 510). Here, we have tried to select those former state officials who held a politically and/or internationalization-relevant position within the hierarchy. The authors re-occurring run-ins with internationalizing bureaucrats at nearly every stage of the research process – interviews, access to information documents, monitoring of attendance at events embodying the social relations of Canada's imperial network, gave me an

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forces and advisory council's with an international link/relevance. Eighty per cent of the law firms

employ at least one former state official as legal counsel/advisor (in some cases, such as Robertson, a

non-lawyer),99 or partner. If the firms without former state officials are excluded, the remaining firms

average three former state officials (2.2 if they are included).

These categories are consistent with Niosi (1978), who divided the corporate elite into major

groupings: large stockholders and advisers (1981: 15),100 the latter comprising the lawyers. However, as

stated above, in his 'economic anatomy' of the Canadian bourgeoisie, Niosi (1981) did not examine any

questions concerning how these organic intellectual's are involved with the bourgeoisie's international

accumulation strategies. Carroll went a little further, by quantifying the number of legal advisor's as a

percentage of the corporate elite in 1976 (10.8%) and 1996 (9.9%) (2004: 21). The overall tendency in

our lawyer/law firm network data found similar proportions of former state officials, interlocked across

every of our major categories. Although numerically former officials may comprise no more than the

1% quantified by Carroll (Ibid.), those housed within law firms often find themselves at the cutting

edge of the servicing of Canadian capital's internationalization.

Law and Former State Officials

appreciation for how integral – often as organic intellectuals in their own right – seemingly lower-level bureaucrats are to the dual processes of state and capital internationalization. See Fenton and Elmer (2012) for some examples of this in our examination of the evolution of 'democracy' promotion and counterinsurgency warfare as elements of Canadian foreign policy.

99 In fact, it's arguable whether or not Colin Robertson should be included in our sample. Although he is a prominent retired Canadian diplomat who maintains membership on key Canadian defence lobby/think tanks, he is employed by a US law firm, McKenna, Long, Aldridge, the only US-based firm on our list. The decision to include this firm was based on Robertson, as well as his particular focus, which is 'US-Canada government relations.' Additionally, it is significant both that former US Ambassador to Canada Gordon Giffin is a partner with McKenna Long & Aldridge, and that the firm represented the Canadian government in the negotiations surrounding the bailout of Chrysler and General Motors in 2008. Said Giffin, “㼀㼔㼑㻌㼓㼛㼢㼑㼞㼚㼙㼑㼚㼠㻌㼛㼒㻌㻯㼍㼚㼍㼐㼍㻌㼏㼍㼙㼑㻌㼠㼛㻌㼡㼟㻘㻌㼒㼡㼚㼐㼍㼙㼑㼚㼠㼍㼘㼘㼥㻘㻌㼎㼑㼏㼍㼡㼟㼑㻌㼛㼒㻌㼠㼔㼑㼕㼞㻌㼑㼤㼜㼑㼞㼕㼑㼚㼏㼑㻌㼣㼕㼠㼔㻌㼙㼑㻌㼔㼍㼢㼕㼚㼓㻌㼎㼑㼑㼚㻌㼁㻚㻿㻚㻌㻭㼙㼎㼍㼟㼟㼍㼐㼛㼞㻚䇿㻌㻻㼚㻌㼠㼔㼕㼟㻌㼐㼑㼍㼘㻘㻌㼠㼔㼑㻌㻯㼍㼚㼍㼐㼕㼍㼚㻌㼍㼚㼐㻌㻻㼚㼠㼍㼞㼕㼛㻌㼓㼛㼢㼑㼞㼚㼙㼑㼚㼠㼟㻌㼍㼘㼟㼛㻌㼑㼙㼜㼘㼛㼥㼑㼐㻌㻯㼍㼟㼟㼑㼘㼟㻌㻮㼞㼛㼏㼗㻌㼍㼚㼐㻌

㻳㼛㼛㼐㼙㼍㼚㼟㻌㻔㻯㼛㼚㼘㼑㼥㻌㻞㻜㻜㻥㻕㻚㻌 100 Specifically, Niosi breaks down corporate board directorships into four groups: “legal advisers...financial advisers, accountants and technicians...managers, and large stockholders” (1981: 15).

51

In providing examples of the “ceaseless comings and goings of corporate lawyers between politics and

the corporations," Niosi (1981: 153) recognized the 'revolving door' dynamic that sees how “cabinet

membership often served as a stepping stone for entry into the corporate elite (Panitch 1995: 155).

Indeed, 17 of the former officials in our sample (Table 6) were (or, in the case of Senator Segal, are)

either cabinet ministers, senators, premiers, or prime minister's.

What these former officials bring to the firms is often murky – at Bennett Jones, for example,

the details concerning the activities of advisor and former Prime Minister Jean Chretien are not entirely

clear, but it has been reported that he was involved in negotiating deals for Canadian capital abroad

within weeks of leaving office in December 2003. In a span of only eleven months, Chretien travelled

with a Power Corporation delegation to China, toured West Africa, where he stopped in Niger to lobby

for a Canadian oil company, then travelled to Central Asia where he met with and negotiated deals with

the autocratic regimes in Kazakhstan and Turkmenistan. In the same span, this was followed by another

trip to China, another to Kazakhstan, rounded out by trips to Angola and the Democratic Republic of

Congo. Significantly, inasmuch as it is Chretien's prestige and international contacts that open doors for

these corporations, he would not be there if Canadian capital were not already internationalizing. As a

spokesperson for MiningWatch Canada told the Globe and Mail: “It's a testimony to the power of the

minerals industry in Canada” (Freeman 2005). Unlike many former politicians, such as his former

Cabinet Ministers Anne McLellan, Brian Tobin, John Manley, and Bill Graham among others, Chretien

has abstained from taking on high profile directorships.101

101 All of these former Cabinet Ministers are highly sought after by dominant (and a notable number of non-dominant) corporations, however, none more so than John Manley, who is the CEO of all CEOs, as the person selected to take over the helm of the Canadian Council of Chief Executives (formerly BCNI, on which see Langille (1987), Speer (2007), Brownlee (2005), Gabriel and Macdonald (2004), and Lockwood (1993). Manley, of course, prior to heading

52

A former Cabinet Minister under both Chretien and Prime Minister Paul Martin, Pierre Pettigrew,

provides an interesting contrast. Pettigrew openly stated in an interview that after being the only

Canadian politician to hold three international ministry portfolios (international trade, international

cooperation, and foreign affairs), he has "a pretty impressive network around the world. I have a

Rolodex like few Canadians have.”102 And while he declined to discuss the particulars, his presence on

the boards of multiple junior resource and energy firms operating in the Middle East, Africa, and South

America, are a testament to the extent to which he puts his rolodex to good use. Like Chretien,

Pettigrew's role in relation to international capital accumulation for the public corporations he chairs,

directs or advises is only somewhat clear; the same applies to his precise role at professional service

firm major Deloitte and Touche, where he is employed as Executive Advisor, International Relations.

The broader non-partisan nature of the imperial network is illustrated in the presence of, for example,

both a former Conservative (Harris) and former Liberal Premier on the Cassels Brock team,103 by a

former counsel for Mulroney (Hughes) together with a former Liberal Member of Parliament

(Knutson) at Borden Ladner Gervais (BLG); and by the Chief of Staff of Liberal Prime Minister Martin

(Murphy) working at McMillan Binch with a former chief of staff to Conservative Prime Minister

Mulroney (Segal), and two former Conservative Cabinet Ministers (Day and Reynolds). They go from

looking after the general interests of capital in their capacity as state officials, to servicing the needs of

particular capitals as advisors or partners in the legal services context.

the CEO Council, was a partner with McCarthy Tetrault. 102 Interview with author, published in Fenton (2009). 103 Harris, notably, is linked to Pettigrew in that the financial firm that he directs, Canaccord, has underwritten some of the investments of at least one of the corporation's Pettigrew directs with oil interests in Iraq (Vast Exploration).

53

Although it would be useful to contrast the present period with previous periods, and although only

general observations concerning these state officials' position in relation to the capitalist class can be

put forward, it is clear that the 'revolving door' phenomenon retains relevance. What is needed is to

quantify, generally, the number and proportion of lawyers within the capitalist class (following Carroll

2004) either as bona fide members or as organic intellectuals with differing roles and degrees of

importance “in the service of” capital's accumulation strategies),104 and the number of dominant-

company directorships held by lawyers (following Clement 1975: 178-9, as well as a new trajectory,

noted earlier, which would analyze the directorships lawyers hold in junior mining and oil and gas

corporations). Likewise, light needs to be shed on whether and/or to what extent these former officials

play strategic roles within the international accumulation strategies which, as was also established

above, the lawyers/firms are integral to.

Policy Organizations

The policy formation process is the means by which the power elite formulates policy on larger issues. It is within the organizations of the policy-planning network that the various special interests join together to forge, however slowly and gropingly, the general policies that will benefit them as a whole. It is within the policy process that the various sectors of the business community transcend their interest-group consciousness and develop an overall class consciousness (Domhoff in Niosi 1981: 153).

Although not widely acknowledged or discussed, Canada has a think tank sector that is consistent with

its stature as a second-tier imperial ('G8'/G20) power (Klassen 2009; Gordon 2010; Burgess 2002).

Accordingly, Canada is ranked 10th in the world by number of 'go-to' public policy think tanks

(McGann 2010: 15). This lends support to the contention here that social network analysis of the full

104 Affirming Niosi's relegation of lawyers to the role of organic intellectual, Carroll (1984: 255, 259) found that only 8% of lawyers and other advisors comprise the inner group of Canadian corporate power, that “Lawyers and other advisors are rarely clique members, though they do occupy positions on the periphery.”

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range of Canada's internationalizing class networks beyond the 'traditional' set of policy organizations

that tend to be analyzed in the literature is relevant. What is clear is that since the original categories

were established, and especially since the end of the Cold War and the onset of the 'war on terror' –

there has been a maturation of Canada's 'imperial' think tank network. Analysis needs to catch up with

this. Whereas prior to the end of the Cold War, Canadian foreign policy think tanks were more

disparate, since then we have seen the concentration and quantitative and qualitative expansion of this

network. That this process has been driven by internationalizing Canadian capital appears to be no

coincidence.

The origins of Canada's preeminent foreign affairs think tank, the Canadian International Council

(CIC), can at least be traced back to the early twentieth century up to World War I, when a prominent

group of the Canadian bourgeoisie's inner core established a Canadian chapter of the British Round

Table movement (1908-1917, see Rickerd 1997: 191). Later, in 1928, prominent members of the

Canadian Round Table would help found the Canadian Institute of International Affairs (CIIA);105 in

the UK, a parallel Royal Institute of International Affairs (RIIA)106 was established, as was the Council

on Foreign Relations (CFR) in the United States.107 The latter two were set up, ostensibly, “to act as a

telephone exchange between the few hundred men in each country who administer foreign affairs and

create public opinion on the subject” (Bosco and May 1997: xliv).

105 Vincent Massey, President of the CIIA in 1935, was involved in setting up Round Table Society student groups in Toronto in 1911 (Rickerd 1997: 198). Likewise, Prime Minister Robert Borden, a CIIA founder, while no Round Tabler ,was sympathetic to their “contribution to the debate on imperial relations,” which he lauded by stating that “the Empire lies under a debt of gratitude for the work which they have done” (Ibid.: 211). At least one other CIIA founder, Sir Joseph Flavelle, was involved in the Canadian Round Table group. Flavelle, a member of the Canadian bourgeoisie's inner core in his day, was, as Chairman of CIBC, close colleague of Sir Byron Edmund Walker (the

author's great-great Grandfather), a key member of the Toronto Round Table executive (Rickerd 1997: 218, n. 100, n. 147). 106 The RIIA, too, was founded by key drivers of the British Round Table movement. See Bosco and May 1997: xliv. 107 CIIA co-founder John Nelson wrote in 1933, “Unlike similar organizations in Great Britain and the United States, the Canadian Institute has taken the form of widely separated units rather than of one central organization.” See 'History of the CIIA and the CIC,' at <http://www.opencanada.org/about/history/>, accessed July 2011.

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The founding of the CIIA represented, in part, the need to establish a non-partisan108 organization

“devoted to inquiry” (Ibid.: 198) rather than a specific ideological project, such was the case with the

Round Table movement which was premised on the achievement of imperial federation. Indeed, John

Dafoe, one of the CIIA's founders, criticized the Round Table as little “other than propagandists of a

somewhat clearly defined idea...I have regarded the Canadian members of the Round Table as persons

who were being shepherded along a definite path to a predetermined end” (Ibid.: 208). Members of the

Round Table themselves were torn by the contradictions inherent in the idea of imperial federation

(including collaborations on matters of foreign affairs, defence, and management of the colonies), and

the clear movement toward formal political autonomy for the nascent Canadian state. In a 1925 speech

where he pronounced the obsolescence of the Round Table movement, Vincent Massey could

confidently declare that this was primarily so since “Imperial federation in any of its forms can now be

said to be as dead as the Dodo” (Ibid.: 212).

Seventy-five years later, the CIIA's own days were numbered with the creation of the Centre for

International Governance Innovation (CIGI) in July 2001. It is arguable that the events that would lead

to the 'acquisition' of the CIIA in 2006 by CIGI (only to be transformed into the CIC), were as

significant as those that provided the historical, political, and economic backdrop for the passing of the

baton from the Round Table to the CIIA. In a similar way to how the Round Table went 'the way of the

Dodo,' by events (Canadian political sovereignty) outpacing the think tank's raison d'etre, the CIIA

represented the Cold War, pre-neoliberal globalization world view and had, in its own way, outlived its

relevance in a 21st century characterized by the reality of global capitalism, from which there was no

108 As Dezalay and Garth describe, “'Bipartisanship' in foreign policy safeguarded the power of the [foreign policy establishment] and those they represented” (2008: 17).

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going back.

The creation of CIGI in 2001 reflected as much the vision of Canada's newest billionaire, James

Balsillie of Research in Motion, as it did those of the “experts, academics and other thought leaders,”

who joined Balsillie in private retreat to hash out the details to figure out “how Canada could increase

its capacity to contribute to effective multilateral global governance.”109 Reflecting the new, hegemonic

paradigm of neoliberal globalization, CIGI was originally to be named 'The New Economy Institute,'

but CIGI was opted as a more flexible title that would 'clarify its focus and mission,' which said that

"[CIGI] will become an innovative international centre of excellence that will contribute significantly

to the understanding and evolution of the international economic and financial system" (Pink 2002).

CIGI is a state-corporate venture: in 2003 Balsillie put up an initial $30 million for the think tank,

which was matched by the Department of Foreign Affairs and International Trade.110

In its self-written history, CIGI describes the “central role” it played in “the 2005í07 transformation of

the Canadian Institute of International Affairs into the Canadian International Council.”111 In effect,

CIGI acquired the CIIA in a near-unanimous agreement with the existing CIIA membership to re-name

and re-fashion the CIIA into a twenty-first century think tank that would go under the name Canada

International Council. The CIC was specifically created by Balsillie, as he wrote in an explanatory op-

109 All quotes in this and subsequent paragraph, unless otherwise noted, come from CIGI, 'A Brief History of CIGI,' <http://www.cigionline.org/about/history>, accessed July 2011. 110 Domhoff found that “the close ties of corporations to the policy groups suggests that the corporations are intimately connected to the policy agencies of government” (1975: 181). The policy organizations “provide structural linkages with the corporate world” (Dye 1978: 326) and function as “central coordinating points in the policy-making process (Ibid.: 311). 111 Space does not permit a proper contextualization of Balsillie and co-RIM CEO Mike Lazaridis. Both are categorized as members of the Canadian capitalist class' inner core. Balsillie in particular stands out as the type of rare individual who is both a large shareholder as well as an openly organic intellectual. As an examination of the corporation's interlocks with with the foreign policy and national security apparatuses of the Canadian, US, and other foreign states would show, the story of RIM is highly significant to a discussion of the dynamics of Canadian imperialism, and to that of the changing form of imperialism and the internationalization of capital generally in the 21st century.

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ed in 2007, “to complement [the CIGI and Balsillie School of International Affairs] initiatives”

(Balsillie 2007). Explicitly undertaking to do what the CIIA didn't quite do, Balsillie laid out the vision

behind his think tank triumvirate:

Americans have a powerful Council on Foreign Relations that offers non-partisan analysis of international issues and integrates business leaders with the best researchers and public policy leaders. The British have long depended on the Royal Institute of International Affairs for the research and discussion that have assisted that nation to punch far beyond its weight. Similar institutions exist in Europe, Latin America, Asia and in many developing countries. Today there is an opportunity for Corporate Canada to ensure that Canada takes a seat at that table by supporting a Canadian version. Canada's international role and influence deserve a more prominent profile.

At a gala fundraising event for the CIC hosted by Balsillie and CEO Council member Blake

Goldring112 six weeks later, Balsillie praised the “truly remarkable” outpouring of corporate

contributions to the think tank. The data on CIC's interlocks with corporate Canada and other foreign

policy and national security organizations113 is also 'truly remarkable,' indicative of the extent of the

Canadian state and capital's internationalization, and is particularly germane to discussions concerning

the emergence of a transnational capitalist class, especially, as Carroll and Klassen note, if we are to

interrogate the extent to which the national and the transnational are “mutually constitutive” (2011: 18).

Law & Global Policy Organizations

A number of scholarly studies have explored the role and relevance of global/transnational policy-

planning councils in the formation of elite consensus and in the construction of an emergent

112 In addition to being a member of the CIC's Senate, Goldring is the CEO of AGF Management, “a premier Canadian- based investment solutions firm.” He has clearly ascended to membership in the Canadian ruling class' inner circle. He sits on the advisory board of the University of Toronto's Ivey School of Business, is an ardent supporter of the Canadian military (is an Honorary Colonel, runs a 'support the troops' NGO, 'Canada Company'); is a board member of the C.D. Howe Institute (on which see Ernst 1992); is a financial donor to the Atlantic Council of Canada; board member of the defence lobby think tank Canadian Defence Association Institute (CDAI); and is a member of the Advisory Council of the Mosaic Institute think tank. Data culled from authors' personal files. 113 To be mapped out in a subsequent paper.

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transnational capitalist class. Such studies go a long way toward retrieving the importance of

understanding the role of these organizations in the broader process of capital accumulation from the

'new world order' conspiracy theorists.114 As Gill wrote, “Private councils are part of a much wider

international process of elite familiarization and fraternization and...networking...It is relatively indirect

with respect to the precise contours of policy but is nonetheless significant” (in Richardson et al 2011:

32).

In their extensive empirical examination of neoliberal policy organizations, Carroll and Shaw

(following Gramsci) construed them as “crucial organizations of organic intellectuals, 'deputies' or

members of the capitalist class entrusted with the activity of organizing the general system of

relationships external...to business itself (2001), adding: “The agency of leading corporate capitalists in

governing neoliberal policy groups is an important expression of the organic relationship between the

business of capital accumulation and the politics of policy formation” (Carroll and Shaw 2001: 196).

We find it useful here, following Carroll and Shaw, to regard policy organization directors as

“predominantly organic intellectuals of the capitalist class's top stratum” (2001: 205). As Brownlee

posits, tracking Canadian think tanks and Canadian relations within transnational policy organizations

“may...be useful for documenting changes in the political strategy of the elite” (2005: 111). Given the

importance of global policy organizations, it would seem to be equally important to an examination of

Canada's ruling class network to provide as clear a mapping of Canadian relations with these

organizations as possible. Indeed, the research has shown significant Canadian ties to each of the major

114 Richardson, Kakabadse and Kakabase's Bilderberg People breaks new ground in this regard. On the importance of which, they write: “We need to understand the interdependencies and motivations of participants, as well as the relationship between power and consensus within such communities. And, crucially, we need to understand how consensus is formed and disseminated within, and beyond, elite networks of this kind” (2011: 36).

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transnational policy-planning councils considered here: the World Economic Forum, the Council on

Foreign Relations, Trilateral Commission, and Bilderberg conferences. Table 7 shows a significant

number of the lawyers have at one point in their career been active in peak global policy-planning

organizations. Twenty-eight of the lawyers and 16 (55%) of the firms have an interlock with a

prominent global policy organization.

As an example of Canada's broader ties to these organizations, Table 8 provides a list of the 80-plus

living Canadians who have attended Bilderberg conferences.115 Canada is relatively well-represented at

Bilderberg gatherings, with a handful attending on average. Prominent Canadians have sat on the

steering committee.116 A full mapping of the corporate interlocks that these individuals have would be

illuminating (but space does not permit). What is clear from a brief scan of the list is that while a

handful of Canadian elites attend Bilderberg conferences each year, the majority of them remain active

within Canada's class networks.

Law and Canadian foreign policy-national security policy organizations

Taken as a single unit, the legal-ruling class network has considerable breadth when it comes to

interlocks with Canada's most important foreign policy and national security organizations, as

expressed in Table 10. Between the lawyers and the firms, there are 76 interlocks with 23 different

foreign policy and national security organizations. Although illustrating more breadth than depth, it is

clear that legal connections to the relevant policy organizations are diverse. 115 We can say that a clear majority of these attendees remain active within Canada's imperial networks; this, and the full extent of their corporate-elite-imperial interlocks will be graphed out in a later draft. 116 Currently, TD Bank's Edmund Clark and Chapters-Indigo's Heather Reisman are steering committee members; previous members include Conrad Black, Donald S. MacDonald, James S. Duncan, Anthony G.S. Griffin, and David Frum; Canada has hosted three gatherings (1983, 1996, 2006; for an example of mainstream media coverage of the latter, see CTV (2006)).

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A future study would give priority to complementing Table 10 with one that maps energy-related

policy organizations, reflecting the tar sands' strategic role in the Canadian economy, and also

reflecting its inextricability from the legal (and class) networks under examination here. As Burgess

laments, “little attention [has been] given to the central role of the Canadian capitalist class in

developing the tar sands,” which is “the single largest industrial complex in the world,” not to mention

one of the most controversial, given its ecological implications. As Burgess (2010) also indicates,

understanding the tar sands networks would involve analysis of ownership, as well as directorships,

“along with other 'sociological' and political linkages.” Likewise, Kellogg suggests that at the heart of

the debate over the tar sands relates to class power and how it is perceived by Canadian political

economy:

The use of tar sands and shale to create energy may be signs of cultural decline, environmental destruction and short-sighted energy policies. But they are not signs of economic underdevelopment...When they come on stream...we would be well-advised to understand these statistics as representing manufacturing and industrial power, not manufacturing and industrial decline” (2005: 87, emphasis added).

Law & International Business Councils

One of the most striking findings was the 157 links found between international business councils and

international trade associations between the 29 law firms in the sample. The most significant of these

are broken down in Table 11. In almost every instance, where there is an organization that connects

Canadian capital to indigenous foreign capital – its membership and/or directorships include one or

more law firms (and/or legal counsel). Interestingly, the most interlocks are found between Canada and

the countries that are accorded the most importance to the Canadian economy in terms of policy

proclamations (and actions), and to internationalizing fractions of Canadian capital. These are

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represented by the Canada-US Business Council, the Canada-India Business Council, the Canada-Arab

Business Council, the Brazil-Canada Chamber of Commerce, the Canada-Israel Chamber of

Commerce, and the Canada-China Business Council.117

This initial mapping of lawyers/law firms' ruling class ties suggests a real need for further analysis of

the geography and reach of internationalizing Canadian capital. The international business

council/Chambers of Commerce offer a good starting point. Between the eight councils represented on

the Table 11, there are over seventy legal board/membership contacts. It was beyond the scope of this

paper to both (a) document and aggregate the full scope of directorships held by our full sample of

lawyers and law advisors;118 or (b) to analyze, as would be most illuminating, the/any division of labor

between the firms with respect to representation in internationalizing fractions of Canadian capital.119

The example of McMillan's Strategic Advisor, John Reynolds, former Conservative Cabinet Minister,

is nevertheless illustrative of broader tendencies. Reynolds, who was hired for “his knowledge of the

interrelationships between corporate strategy and government policy in the global economy” sits on the

Canada-India Business Council board of directors. While he doesn't sit on any the boards of any

dominant corporations, he has one significant policy directorship – the quasi-Canadian state Asia

117 Not incorporated into the Table are the multitude of other business councils that link Canadian capital to foreign markets and social formations. At least one lawyer/firm (but no more than three) has thus far been identified as a member or director of the following: Canadian Council on Africa, Canada-Congo Business Alliance, Canada- Algeria Business Alliance, Canada-Mexico Business Council, Canadian Circle for the Development of Senegal, Canada-South Africa Chamber of Commerce , Venezuelan-Canadian Chamber of Commerce, Kazakhstan- Canadian Business Association, Canadian Business Association of Russia, Canada-Chile Business Council, Hong Kong-Canada Business Association, Canada-Turkey Business Council, Canada-Czekh Chamber of Commerce, Canada-Peru Chamber of Commerce, Canada-Ecuador Chamber of Commerce, Bahrain Chamber of Commerce, Gulf Cooperation Council –China Alliance, Canada-Colombia Chamber of Commerce. 118 This is because it is felt that in order to get the most accurate approximation possible of the prevailing forms and tendencies of the internationalization of Canadian capital, it is important to include in our network analyses types of empirical data beyond the norm in such studies. Ie. The multitude of secondary directorships held by individuals provide insight into global accumulation strategies of Canadian capital, and allows for a clearer, more accurate mapping of internationalization tendencies. 119 So much data was compiled as to the specific corporations and states being represented by the firms in our sample, to properly aggregate it would have made the deadline for this paper unreachable.

62

Pacific Foundation think tank – but he holds several directorships on the boards of junior mining

companies that are accumulating capital in Africa.120 Reynolds is a higher-profile example of what is a

more commonplace practice amongst lesser known mining law specialists, the “dirt lawyers”

(Hasselback 2011d).

More generally, the case of the Canada-Arab Business Council (CABC)121 shows how lawyers, firms,

capital, and the state are bound up in international accumulation strategies. In a 2007 speech to the

CABC, then-Minister of International Trade David Emerson praised the Middle East and North Africa

as a rising “global economic power.” He told the assembled elites “It’s a region that is also opening its

doors to trade and investment like never before”; Canada, Emerson urged, would be a part of “massive

transformation” of Middle Eastern and North African economies (Emerson 2007). As mentioned above,

since then, the Conservative government has signed BITs with Jordan, Kuwait, and Bahrain, with

others in the works. A short summary of the sorts of activities that the CABC coordinated in 2011

alone, indicate how enmeshed are the internationalizing Canadian state and capital in the

operationalization of international accumulation strategies, and how intrinsic are the Canadian lawyers

to the process.

As Table 11 indicates, no fewer than nine law firms were represented on the CABC's board of directors

and/or Executive Committee in 2011. On of the primary missions of the CABC is support two-way

trade between Canada and the MENA region. They act as a 'business advisory body to governments in

Canada' in support of establishing trade links with MENA.122 Their first event in 2011 was an 'oil and

120 There are a multitude cases similar to Reynolds (in some cases former officials, in many cases not), which will be quantified and mapped in later papers. 121 Again, one that can and will be replicated across our sample. 122 See CABC's Mission Statement: http://canada-arabbusiness.org/mission-statement/.

63

gas mission' to Saudi Arabian and Bahrain.123 The mission was conducted in collaboration with several

Canadian corporations, along with Export Development Canada.124 the Department of Foreign Affairs

and International Trade, and Alberta International and Intergovernmental Relations.125 In June of 2011,

the CABC hosted a roundtable meeting with the Canadian ambassador to Iraq and Jordan in Toronto; in

September, Canada's new ambassador to Kuwait attended a luncheon sponsored by corporate law firms

Blake Cassels and Graydon LLP. In October, Canadian capital joined the CABC on a 'mining mission'

to Saudi Arabia and Oman organized by the Canadian embassy in Saudi Arabia. The year was rounded

out with another (this time Albertan) 'oil and gas mission' to Bahrain and Kuwait, in conjunction with

the Alberta government. While it would take a much more thorough investigation to establish the

particulars of just this one example (other examples abound126), in terms of what exactly is the role of

the lawyers and law firms in helping to open up the MENA region to Canadian capital, the relations

between capital, the state, and the law are clear enough.

There is clearly an increasingly prominent place for Arab states in the Canadian accumulation strategies

(for instance the bilateral FIPAs signed recently with Kuwait, Jordan, Bahrain, discussed above). At the

same time, there has been Canadian involvement in wars in and around Arab states.127 With the added

strategic concern of Canadian reliance on and therefore interests in (the continual flow of) energy from

123 For an illuminating (if tongue-in-cheek but factual) account of Jean Chretien (and his firm Heenan Blaikie's) link to the Saudi Arabian General Investment Authority, Canada's FIPA with Bahrain, Canada's military-industrial ties to Saudi Arabia, the Canadian Imperial Bank of Commerce, and Saudi Arabia's 'protection' of Bahrain during popular uprisings in 2011, see Panos (2011). 124 There is no space here to frame the important role of the EDC in the intersection of internationalizing Canadian capital and the state, but see the context Gordon provides (2010), as well as the illuminating MA theses by Henry (2010) and Marchand (1985). 125 From a CABC news release: http://canada-arabbusiness.org/oil-gas-mission-to-saudi-arabia-and-bahrain-march-18-23/. 126 The case of Brazil could be detailed. What is perhaps new and most interesting about this case is the recent establishment of a high-level 'Canada-Brazil CEO Forum' on top of the already existing Brazil-Canada Chamber of Commerce. The Forum will “boost trade and investment between the countries.” See Trew (2012). 127 Canadian involvement in the Afghanistan war, a limited involvement in the Iraq war, ongoing operations in the region under the banner of the 'Global War on Terror,' the recent war in Libya, as well as the recent, unprecedented establishment of a 'military hub' in Kuwait speak to an enduring geo-political interest in the region for Canada.

64

Arab countries, one can still see the imprint of the dilemma faced in the era of the Round Tablers, when

the Dominions were seen as important to the growing problem faced by the British Empire in its

management and administration of Middle Eastern interests. Either get the “direct participation” of the

key colonies like Canada, or “give up its mandates in the region” (Bosco and May 1997: xxvi). As it

worked out, as Canadian capitalism became more independent and autonomous, and as Canadian

capital and the state internationalized, Canada could approach the “defence” of Western interests in

regions such as the Middle East from a position of relative autonomy rather than dependency.

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Part V: Conclusion

Collectively, the research presented in Part IV validates the incorporation of the key features

highlighted in parts II and III. By way of introducing and contextualizing what appears to be a novel

research discovery, the dynamic, Canadian-rooted but transnationally-oriented corporate lawyer, the

paper makes a potential contribution to several disciplines. Namely, Canadian political economy, for its

implications on the composition of the Canadian ruling class, and for its identification of some of the

recent, developmental tendencies of the internationalizing Canadian state and capital; critical

geography, for its implications on the spatial composition of Canadian capital; to critical legal studies,

for how illustrative the Canadian case is, as against the (especially) US and UK cases described above;

and to international relations, for how useful the historical materialist and neo-Gramscian perspectives

are toward explaining the transnationalization of the Canadian corporate lawyer/law firm, and,

inversely, for how an appreciation of how international relations needs to do a better job of explaining

the role and purpose of secondary imperialist states, while challenging the very state-centrism that

tends to predominate international relations discourse.

By situating the lawyer in class analysis generally, then against where/how class analysts have situated

the lawyer in their categories, specifically; this brings several concluding points into relief: (1) the

changing form of the Canadian corporate lawyer in relation to ruling class categories of old raises the

issue of the need for renewal, deepening, and sustainment of theorization and empirical research into

the Canadian capitalist class. (2) While retaining the classification of the lawyer as organic intellectual,

there is also a need for modifying the definition so as to account, more generally, for how fractions of

capital “are simultaneously transnationally oriented and nationally rooted (Hirsch and Wissel 2011:

15). This is to emphasize how: (a) they are not mere instruments of capital; and (b) neither are they

merely comprador not merely interior expressions of the bourgeoisie (ie. they are not a reflection of a

66

'hollowing out' of the Canadian capitalist class). To the contrary, the data, together with the theory

presented above, suggests that what they are is more consistent with the depiction of the Canadian state

and capitalist class as an independent, secondary imperialist power in their own right (Klassen 2009).

Throughout this paper, I was able to show how the Canadian case (while more or less coextensive with

and circumscribed in many important ways by the predominance of US and UK capital in comparison)

is consistent with broader patterns in the evolution of the transnationalization of the corporate legal

paradigm as discussed in Part III. Accordingly, this paper has attempted to show and put into context

the dynamic growth of the Canadian corporate legal services sector in the era of neoliberal

globalization. It follows from this that the historical development of the lex mercatoria is as relevant

for the Canadian case as others; likewise, as shown, the transformations that have affected the capitalist

state in an era of neoliberalization are equally applicable to the Canadian context as they are to others.

This is to say that Canada must be assessed on its own terms; this permits an appreciation of the

dynamic which finds internationalizing Canadian industrial and finance capital in the specific niche

area of mining approaching a level of global hegemony that has specific, important geo-strategic

implications that were beyond the scope of this paper to analyze. By virtue of Canada's position as the

ostensible 'mining finance capital' of the world, this implicates all those involved in the reproduction of

the conditions for the accumulation of mining capital on an international scale in the categorically

unequal development of the world's natural resources that ensues.

Despite appearances, this paper should not be faulted for being one-sided in the sense that (a) the

emancipatory potential of the law itself is recognized; (b) as inferred above, the transnational

manifestations of the Canadian ruling class (internationalizing state and capital) are routinely taking

place on contested geographical terrain; and (c) the very nature of the social relations that undergird the

67

Canadian ruling class are constantly shifting in accordance with class conflict as it plays out in both its

internal and external expressions.

With the above in mind, this paper points toward a future expansion of this research project. Such a

project will include a global mapping of the energy and mining corporate directorships held by

Canadian corporate lawyers. This will enable us to see how and to what degree the global pie of mining

capital that flows through the TSE and TSX is divided amongst the Canadian ruling class generally, and

where the lawyers are specifically located in the 'mode of production of law.' This would involve

quantifying the overall number of directorships held by corporate lawyers, followed by breaking it

down into specific sectors (mining, energy, banking, etc.), and proceeding from there. Just as important

to this mapping of the present (and future) context, will be an extensive research undertaking that traces

the history of the lex mercatoria as the development of the Canadian state and economy. I want to

identify the earliest example of a transnationally-oriented Canadian lawyer, and proceed forward from

there. One day, we can hope to adequately capture the full scale of the social relations of Canadian

imperialism. Much work remains to be done.

Lastly, but not least, it should be reiterated how such a research project is not insignificant to social

struggles. My own research interests grew out of a commitment to internationalism and solidarity, and

have been animated by field research that pointed me to many of the dynamics that have been

discussed throughout this paper, even if they were not so apparent at the time. A mapping of Canada's

entire 'imperial network' will be of little value if its implications – perpetuation of global inequalities,

war, occupation, undermining of popular struggles at home and abroad – go unnoticed and are not

acted upon through an appropriate level of organized resistance.

68

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81

Table 1:

Number of Lawyers in Major Canadian Firms, 1975

Name of Firm Number

of Lawyers

Blake, Cassels & Graydon 76 McCarthy and McCarthy (McCarthy Tetrault) 76 Ogilvy, Cope, Porteous, Montgomery, Renault, Clarke et Kirkpatrick (Norton Rose Canada) 76 Osler, Hoskin & Harcourt 69 Fraser Beatty (Fraser Milner Casgrain) 59 Lang Michener, Cranston, Farquharson, Wright (McMillan) 48 Fasken & Calvin (Fasken Martineau) 48 Borden & Elliott (Borden, Ladner Gervais) 46 Gowling & Henderson (Gowlings) 46 Martineau, Walker, Allison, Beaulieu, McKell & Clermont (Fasken Martineau) 44 Weldon, Courtious, Clarkson, Parsons & Tetrault (McCarthy Tetrault) 42 Ladner Downs (Borden Ladner Gervais) 42 Tory, Tory, Deslauriers & Binnington (Tory LLP) 36 McMillan Binch - 36 Stikeman, Elliott, Tmaki, Mercier & Robb (Stikeman Elliott) 34 Milner & Steer (Fraser Milner Casgrain) 32 Aird, Zimmerman & Berlis (Aird & Berlis) 31 Macleod Dixon (Norton Rose Canada) 26 Goodman & Goodman (Goodmans) 22 Philips and Vineberg (Davies Ward Philips and Vineberg) 21

Total 910

82

Table 2:

Number of Lawyers in Major Canadian Firms, 1999

Name of Firm Number of Lawyers

McCarthy Tétrault ͒ 630 Fasken Martineau DuMoulin 499 Gowling's 450 Blake Cassels & Graydon 411 Fraser Milner 382 Stikeman Elliott 360 Osler Hoskin & Harcourt LLP 305 Tory Haythe 300 Goodman Phillips & Vineberg 269 Borden & Elliot 268 Ogilvy Renault 254

Total 4128

83

Table 3:

Number of Lawyers and Offices for Major Canadian Firms, 2009

Name of Firm Number of Lawyers

Number of Offices

Borden Ladner Gervais LLP 783 6 Gowling Lafleur Henderson LLP 728 9 McCarthy Tetrault LLP 648 6 Fasken Martineau DuMoulin LLP 642 8 Blake, Cassels & Graydon LLP 586 9 Fraser Milner Casgrain LLP 544 6 Stikeman Elliott LLP 520 5 Osler, Hoskin & Harcourt LLP 487 4 Heenan Blaikie LLP 480 9 Ogilvy Renault LLP 450 4 Miller Thomson LLP 431 9 Bennett Jones LLP 342 4 Macleod Dixon LLP 260 6 Torys LLP 252 2 Davies Ward Phillips & Vineberg LLP 251 2 Stewart McKelvey 228 6 Davis LLP 211 7 Goodmans LLP 207 2 Cassels Brock & Blackwell LLP 203 1 McInnes Cooper 201 7

Total 8454 112

84

Table 4:

Number of Lawyers, Offices (including foreign and Calgary) for Major Canadian Firms, 2012

Name of Firm Number of Lawyers

Number of Offices (foreign including

U.S)

Calgary (Y/N)

McCarthy Tetrault 762 6 (1) Y Borden Ladner Gervais 750 6 (0) Y Gowlings 750 11 (3) Y Blakes 744 12 (7) Y Norton Rose Canada 700 8 (3) Y Fasken Martineau 675 9 (3) Y Heenan Blaikie 550 11(2) Y Osler 500 5 (1) Y Fraser Milner 500 6(0) Y Stikeman Elliott 500 8(3) Y Miller Thomson 496 11(0) Y Bennett Jones 399 7(3) Y McMillan 378 6(1) Y Davies Ward Phillips & Vineberg 295 3(1) N Torys LLP 270 3(1) Y Goodmans 200 2(0) N Davis LLP 200 8(1) Y Cassels Brock 200 1(0) N Cox & Palmer 179 4(0) N Burnet, Duckworth, Palmer 150 1(0) Y Aird & Berlis 140 1(0) N Fogler Rubinoff 100 2(0) N

Total 9438 122 (29)

85

Table 5:

Overview of Legal-Ruling Class Interlocks

Law Firms Number of Former State Officials

Membership in International Business Council/Chambers

of Commerce, and Internationalized Trade

Associations

Membership in/Funding of Policy

Institutes

Heenan Blaikie 4 21 6 Bennett Jones 1 9 14 Fasken Martineau 8 7 8 Macleod Dixon 1 18 3

Osler, Hoskin & Harcourt 5 4 5 Cassels Brock 5 4 7 Stikeman Elliot 3 4 1 Burnet Duckworth Palmer 2 3 2 Gowlings 6 6 7

Fraser Milner Casgrain 5 4 8 Norton Rose 4 5 6 McMillan Binch 6 7 6

Borden Ladner Gervais 2 8 2 McCarthy Tetrault 1 4 2 Miller Thomson 1 8 0 Torys 1 4 5 Aird & Berlis 3 4 6

Davies Ward Philips 1 2 2 CMKZ 1 3 2

McKenna Long Aldridge 3 4 5 Cox & Palmer 1 0 4 Blakes 1 14 1 Fogler-Rubinoff 0 3 0 Farris 0 0 2 Hodgson Ross 0 0 1 Deloitte 1 0 1 Beauvais Trauchon 1 0 1 Davis 1 4 1 Goodmans 0 4 0

Total 68 154 108

86

Table 6:

Former State Officials in the Canadian Corporate-Legal Network

Firm/Lawyers Former State/Quasi-State Role

Aird & Berlis McDougall – MP, Minister of Foreign Affairs Sutherland – DFAIT, Ambassador to Saudi Arabia Clark – DFAIT Beauvais Trauchon Boivin – EDC Bennett Jones Burn – Counsel to fmr. Min of Finance Michael Wilson Cantor - Barutsiski – OECD Dion – DFAIT, Bank of Canada Dodge – Governor, Bank of Canada McLellen – MP, Min of Public Security, Emergency Prep, Dep PM Gotlieb – Ambassador to United States Lougheed – Privy Council, Premier of Alberta Smith – DND Kergin – Ambassador to United States, DFAIT, IADB Goldenberg – PMO/PCO (Chretien) Blakes N/A BLG Hughes – Counsel for PM Mulroney Knutson – MP, PM Martin's Min. Of State for Int'l Trade Burnet Duckworth Palmer Alcock – Canadian Forces/DND

Cassels Brock Harris – Premier, Ontario Cohen – GOC Deputy Min Herman – DFAIT Peterson – Premier, Ontario CMKZ Bedard – DFAIT Cox & Palmer Wright – Canadian Commercial Corporation

Davies Ward Philips Lubetsky – DFAIT

Brown – Advisor to the Auditor General Davis LLP Campbell – DFAIT DFM, Ambassador to Korea,

Deloitte Pettigrew – MP, PCO, Former Minister of Foreign Affairs, International Cooperation, Int'l Trade

Farris N/A Fasken Martineau Brock, Advisor to MP Manley, Cotler Chretien, R – DFAIT, PCO, Ambassador Fox – Senator, MP, Prime Secretary to PM Martin Peterson – MP, Minister of Int'l Trade

87

Giorno – PM Harper's Chief of Staff Tsoukas – Admin. Assistant to Chretien & Harper Watton – Sr. Asst to PM Martin Fogler Rubinoff N/A Fraser Milner Harder – DFAIT, Deputy Min. Bazin – Former Senator Tobin – Premier, Newfoundland, MP, Minister of Industry Robert – Special Asst to Senate of Canada Lemieux – NIAG, DND, EDC Goodmans N/A Gowlings Edwards – DFAIT, EDC, PMO, Ambassador to Korea, Japan Lunau – Canadian Forces McCutcheon – GOC – CDN Representative to EBRD Rounding – PM Harper's Advisory Council on National Security Mazankowski – MP, Minister of Finance Heenan Blaikie Chretien, J – Prime Minister Bouchard – Hon. Consul for Angola Woods – DFAIT, CDN Embassies in S. Arabia, Algeria Johnson, M – Premier, Quebec Johnston, D.J. - Canada's 1st Secretary-General to the OECD Hodgson Ross N/A Macleod Dixon Hays – Senator, PCO (Harper, 2011), Hon. Colonel McCarthy Tetrault Lord – Premier, New Brunswick McKenna Long Aldridge Robertson – DFAIT, Canadian Embassy, Washington

McMillan Binch Day – MP, Minister of Public Safety, Int'l Trade Segal – Senator, Chief of Staff, Mulroney, Transition Team Harper Reynolds – MP, Chair of PM Harper's Leadership Campaign, PCO Murphy – Chief of Staff PM Martin, MP, Counsel to EDC

MacDonald, D.S. - PCO, MP, 'MacDonald Commission,' MND, etc.

Miller Thomson N/A Norton Rose Brynat – MPP, Burney – Chief of Staff Mulroney, Manley Afghan Commission Fortier – Ambassador to UN, Mulroney – Prime Minister Osler Hoskin Harcourt N/A

Stikeman Elliott Grant – PCO Waitzer – EDC Advisory Council Lalonde – Prime Secretary to Trudeau Torys N/A

88

Table 7:

Law and Policy Organizations I: Interlocks with Global Policy Groups

Global/Transnational Policy Group Lawyer Firm

Council on Foreign Relations Johnson, M Hennan Blaikie Bhala Heenan Blaikie Gotlieb Bennett Jones Lecroy Bennett Jones D'Aquino Gowlings Mulroney Norton Rose McDougall Aird & Berlis Giffin McKenna Long Aldridge Mann Cox & Palmer

Subtotal 9 7Trilateral Commission Dodge Bennett Jones Gotlieb Bennett Jones Chretien, R Fasken Martineau Cohen Cassels Brock Fortier Norton Rose

Subtotal 5 4Bilderberg Group Chretien, J Heenan Blaikie Dodge Bennett Jones Gotlieb Bennett Jones Lougheed Bennett Jones Chretien, R Fasken Martineau Harris, M Cassels Brock Peterson Cassels Brock

Edwards Burnett, Duckworth Palmer

Burney Norton Rose Lamarre (WEF) Heenan Blaikie Lord McCarthy Tetrault Prichard Torys McDougall Aird & Berlis MacDonald McMillan Binch

Giffin (World Affairs Council) McKenna Long Aldridge

Subtotal 15 11

Other Chretien, J (InterAction Council Heenan Blaikie

89

Lammare, J (Commonwealth Business Council)

Heenan Blaikie

Johnston, DJ (OECD Sec-Gen.) Heenan Blaikie

Rankin (OECD) Heenan Blaikie

Aubut (World President's Council) Heenan Blaikie

Remillard (Int'l Forum of the Americas) Fraser Milner Casgrain

Harder (IISS) Fraser Milner Casgrain

Segal (Commonwealth Secretariat EPG) McMillan Binch

Subtotal 8 3Total 28 16

90

Table 8:

Living Canadian Attendees of Bilderberg Conferences

Bilderberg Attendees Year[s] of attendance Adams, John 2008, 2011 Axworthy, Lloyd 1996 Axworthy, Tom 1983 Baillie, Charles 2002 Black, Conrad 1979-2003 Brodie, Ian 2008 Burney, Derek 1990 Campbell, Gordon 2004 Carney, Mark J. 2011 Chretien, Jean 1982 Chretien, Raymond 1998 Clark, Edmund 2006, 2008-09, 2011 Cohen, Marshall 1988 Comper, 2006 Courtis, Kenneth S. 1993 Crawley 2006 Cross, Devon 1995 Desmarais, Paul 1982, 2006, 2008 Dion, Stephane 1998 Dodge, David 1984 Drouin, Marie Josee 1989, 1991-93 Dupuy, Michel 1974 Eaton, Frederick S. 87, 90, 96 Edwards, Murray 2008,2009, 2011 Fell, Anthony 2011 Fisher, Gordon 1981 Fowler, Robert 1983 Frum, David 1997, 2000 Gagnon, Lysiane 1991 Godsoe, Peter C. 1999 Gotlieb, Alan 1986, 1995 Griffiths, Franklyn 1985 Hantho, Charles S. 1984

91

Harper, Stephen 2003 Harris, Michael 1996 Herrndorf, Peter 1999 Hunkin, John 2001 Klein, Ralph 1995 Koss, 2006 Lalonde, Marc 1977 Lloyd, Ronald S. 2006 Lord, Bernard 2001 Lougheed, Peter 1973 Lynch, Kevin 2004 MacDonald, Donald S. 71, '79, '80, '82-'86, '88, '93 MacDonald, H. Ian 1980 MacEachen, Allan 1983 MacKinnon, Kenze (?) 1983 MacLaren, Roy 72, '85, '92, '94, '99 MacIntosh, Robert M. 1977 Manning, Preston 1998 Manson, Paul D. 1989 Martin, Paul Jr. 1996 Martin, Roger, 2008 Mau, Bruce 2011 McDougall, Barbara 1993 McKenna, Frank 1994, 2004-2011 McMillan, M 1998-99, 2001 Munroe-Blum, H 2010-2011 Mustard, James Fraser 1995 Neufeld, Edward P. 1979 Nickerson, 2006 Nixon, Gordon 2006 Orbinski, James 2011 Ostry, Sylvia 1978, 1996 Pattison, James 1992 Peterson, David 1990 Prichard, J. Robert S. 1995, 2005-06, 2008-11 Reisman, Heather 2002-2011 Sabia, Maureen 1997 Samaraschara 2009, 2010

92

Simpson, Jeffrey 1992 Smith, Gordon, S. 1988 Spector, Norman 1992 Steyn, Mark 2003 Thorsell, W. 1994 Waugh 2002 White, Peter G. 1994 Whyte, Kenneth 2001, 2002 Wilson, Lynton Red 1996 Wilson, Michael H. 1991 Wood, Bernard 1985

93

Table 9:

Network of Canadian Foreign Policy Organizations

Foreign Policy Think Tank Category Name of Think Tanks

Exclusively Military Think Tanks Canadian Defence and Foreign Affairs Institute (CDFAI)

Canadian Defence Associations Institute (CDA/CDAI)

Atlantic Council of Canada (ACC)

Council for Canadian Security in the 21st Century (CCS21)

Generalist Canadian foreign policy think tanks Canada2020 Canada International Council (CIC) Montreal Council on Foreign Relations Canada's World Canadian Council on the Americas (CCA) Corporate/State (incl. Quasi-state) foreign policy & academia DND's Security and Defence Forum

Munk School of Global Affairs CIGI Balsillie School of International Affairs Asia Pacific Foundation

FOCAL (Canadian Foundation of the Americas)

IDRC (International Development Research Centre)

Glendon School of International Affairs (+ Global Brief Magazine)

Other CDN think tanks with foreign policy (and/or internationalization of capital) component: Manning Center

Fraser Institute AIMS C.D. Howe Institute North-South Institute Pearson Peacekeeping Center Macdonald-Laurier Institute Conference de Montreal IRPP Mosaic Institute

94

Table 10:

Law and Policy Organizations II: Canadian Foreign Policy and National Security Interlocks

Foreign Policy and National Security Organizations Law Firm/Lawyer

Advisory Council on National Security (ACNS) Gowlings – Rounding

Asia Pacific Foundation McMillan Binch – Reynolds, Day

Farris – Mitchell Davis LLP - Campbell, D.W.

Atlantic Council of Canada (ACC) McMillan Binch – Segal, Sen. H, MacDonald

Torys – Baillie

Atlantic Institute for Market Studies (AIMS) Osler Hoskin Harcourt – Crawford

Burnet Duckworth Palmer – Palmer

Cox & Palmer – Mann CADSI – Canadian Association of Defence & Security Industries Gowlings – Lunau

Fraser Milner Casgrain – Firm, Member

BLG – Firm (Stobo, contact) Heenan Blaikie – firm, member Canada2020 Bennett Jones – McLellan McMillan Binch – Segal Canadian Commercial Corporation (CCC) Cox & Palmer – Wright Canadian Council of the Americas (CCA) Heenan Blaikie – Daechsel Cassels Brock – Tenaille McCarthy Tetrault – Boscariol Torys – Lacy CMKZ – Moreira Fogler Rubinoff – Zisman

Canadian Defence and Foreign Affairs Institute (CDFAI) Bennett Jones – Booth

Macleod Dixon – Hays, Firm (funder)

Norton Rose – Burney McMillan Binch – Segal BLG – Firm (funder)

95

McKenna Long Aldridge – Robertson

Canadian International Council (CIC)

Bennett Jones – MacKinnon (CIC Senate), Goldengerg (BOD), Cornish (Fellow), Firm ('Fellowship Level' Funder)

Fasken Martineau – Chretien, R, Stafford

Cassels Brock – Herman

Fraser Milner Casgrain – Kaplan

Aird & Berlis – McDougall, Clark

CMKZ – Bedford

McKenna Long Aldridge – Robertson

CCS21 Gowlings – D'Aquino

C.D. Howe Institute Bennett Jones – Dodge, MacKinnon

Osler Hoskin Harcourt – Levitt, Glossop

Gowlings – D'Aquino

Norton Rose – Fortier (fmr member)

Torys – Baillie Conference Board of Canada Deloitte – MacGibbon

Conference de Montreal/Int'l Forum of the Americas Fraser Milner Casgrain – Remillard, Firm (major funder)

Conference of Defence Associations Institute (CDA/CDAI) Heenan Blaikie – Fogarty

Bennett Jones – Booth Gowlings – D'Aquino Export Development Corporation (EDC) Stikeman Elliot – Waitzer Gowlings – Edwards

McMillan Binch – Murphy (counsel to)

Beauvais Trauchon – Boivin Fraser Institute Cassels Brock – Harris

Fraser Milner Casgrain – Tobin

Institute for Research on Public Policy (IRPP) Bennet Jones – Dodge, McLellan

McMillan Binch – Segal, Scott, MacDonald

Aird & Berlis – McDougall

96

IDRC – International Development Research Center Aird & Berlis – McDougall

McMillan Binch – MacDonald Macdonald-Laurier Institute Fasken Martineau – Peterson

Osler Hoskin Harcourt – Crawford

Montreal Council on Foreign Relations Fasken Martineau – Chretien, R

CMKZ – Colas

NATO Industrial Advisory Group (NIAG) Fraser Milner Casgrain – Lemieux

Woodrow Wilson Center Canada Institute McCarthy Tetrault – Tremblay

McKenna Long Aldridge – Giffin

Cox & Palmer – Mann Farris – Mitchell Hodgson Ross – Heilman

97

Table 11:

Legal-International Business Council Interlocks

International Business Council/Chamber of Commerce Firm & Lawyer Board Membership Key Corporate Board

Members, Patrons

Canada-Arab Business Council Heenan Blaikie – Firm + Poulin (EC), Woods (VC) MMM Group, Westdev Inc,

Bennett Jones – Firm + Assaf Bank of Montreal, SNC Lavalin

Fasken Martineau – Toupin DFAIT, EDC, Groundstar Resources

Macleod Dixon – Firm + Valentine Nexen Inc., Talisman Energy, Norton Rose – Firm

BLG – Firm + Warren, Knutsen (Vice-Chair)

Torys – Firm Aird & Berlis – Firm + Sutherland Blakes – Burrell, Fournier (EC) Brazil-Canada Chamber of Commerce Heenan Blaikie – Firm + Marques Brookfield Asset Mgmt –

Bonnor CMKZ – Moreira Scotiabank – Klurfan

Deloitte & Touche – Reis MBAC Fertilizer Corp. - Zanellato

Bennett Jones – Firm = member Rio Novo Gold Inc. - Penha Macleod Dixon – Faass BMO Capital Markets – Westra

Fasken Martineau – Firm = member Vale-Inco – McPhee

Osler Hoskins & Harcourt – Firm + Santoro Yamana Gold Inc.

Fraser Milner Casgrain – member CAIE – Nott Miller Thomson – member Export Development Canada Blakes – member Royal Bank of Canada Goodmans – member + Morrow HSBC Bank of Canada Research in Motion Canadian-American Business Council Norton Rose – Burney TD Bank – McKenna (AB),

Amgen, Inc. (AB)

Fasken Martineau – Chretien RIM, Exxon Mobil, Lockheed Martin,

Aird & Berlis – McDougall Bennett Jones – Gotlieb Borden Ladner Gervais – Warren Miller Thomson – Kiselbach McKenna Long Aldridge – Giffin,

98

Moffat Canada-India Business Council Heenan Blaike – Bhattachargee Patron Companies: Bennett Jones – Sahni AECL, BMO, Bombardier, Osler Hoskins Harcourt – Taber Brookfield, Caisse de Depot, Stikeman Elliot – Firm Cameco, EDC, Essar Steel,

McMillan Binch – Firm, Cherniak, Reynolds RIM, Scotiabank, SunLife

Torys – Firm Board Members:

Aird & Berlis – Sutherland (VC) MacLaren, Roy, Comerford, RGA Int'l

Blakes – Firm, various Scotiabank – Bubber

Deloitte – Pavri Sarkar – Munk School of Global Affairs

Caisse de Depot – Couture Brookfield Asset Mgmt Bombardier – Haynal Key members incl:

AECON Group, CAE, DFAIT, Teck Cominco

CCBC – Canada-China Business Council Bennett Jones – Cornish Corporate Board Members

Frasner Milner Casgrain – Harder (Pres.) Research in Motion – Pryce

McMillan Binch – Cherniak Power Corp. - Kruyt (Chairman)

BLG – Potter, Donner Power Corp. Desmarais, A (Hon. Chairman)

Davies Ward Philips – Mendell Power Corp. - Desmarais, P (Founding Chairman)

Blakes – Kwauk Balloch Group/CanAccord – Balloch

Davis LLP – Pawluch ACDEG – Fung (Vice-Chairman)

Heenan Blaikie – Robertson BMO – Tait (Vice-Chairman)

Atomic Energy of Canada Ltd.- Alizadeh (Dir.)

DFAIT – Calvert (Dir.) SNC-Lavalin – Denom CIBC – Gilman Bombardier – Haynal

U of Ottawa Telfer School – Hough

APCO Worldwide – King Manulife – Landry Sun Life – Leduc EDC – Nesbitt

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Scotiabank – Said RIM – Shea RBC – Toone Canada Europe Roundtable for Business

Blakes – Firm ('lead member'), Soshow (Adv.Board)

Advisory Board: Bombardier – Haynal

Monsanto Canada – Dossetor Rio Tinto Alcan – Tobin Arcelor Mittal – Verstappen Siemens Canada – Delvecchio EADS Canada – Delestrade Vale Inco – Benke External Advisors:

Mintz, Jack – U of Calgary (CDHI)

Beatty, P – CDN Chamber of Commerce

Lead Corporate Members' all of above + Nexen,

Power Corp. - Desmarais, P (Founding Chairman)

Silver Birch Energy Bell Helicopter