a blog about news and politics by steve janke
 

The Ontario Bar Association increases the pressure on the government

The Ontario Bar Association is demanding to see the legal opinion used by the authors of Bill 151, the omnibus bill in front of the Ontario legislature that undermines solicitor-client privilege by increasing the power of the Canadian Public Accountability Board, that justifies those powers. This could put Dalton McGuinty's government in a tricky situation, especially if it turns out Attorney General Michael Bryant did not deliver any such opinion to Finance Minister Greg Sorbara or Minister of Government Services Gerry Phillips. This flies in the face of the efforts of the Ontario Securities Commission to increase its powers. There is a showdown shaping up.




Bill 151 is the huge budget bill tabled by Dalton McGuinty's Liberal government in Ontario. More than just a budget, this omnibus bill modifies dozens of existing acts. In Schedule D, the Canadian Accountability Board is given the power to see all material used by accountants in preparing audits, including privileged information.

I wrote about the implications of this increased power, not the least of which the ability of the Ontario Securities Commission, which created the CPAB along with other provincial securities regulators, to view material that it currently has troubled seeing thanks to court interference.

That court interference is exactly what the OBA wants to preserve, as laid out in this letter the association sent to its members:

November 14, 2006

Dear OBA Members:

This week in the Legislature, the Ontario government will undoubtedly give second reading to Bill 151, the Budget Measures Act (No.2), and we are hopeful that it will be referred to a Standing Committee for public hearings and possible amendment. This Bill contains provisions that have the effect of eliminating solicitor-client privilege in some circumstances. Budget Bills typically move very quickly through the Legislature and often receive little scrutiny.

While there is much in this Bill that is commendable and decidedly in the public interest, the OBA has serious concerns about provisions changing the regulatory framework and creates the Canadian Public Accountability Board (CPAB). This Board's statutory mandate is to maintain a register of public accounting firms that audit reporting issuers and to provide oversight to their audits.

The OBA supports the principles of transparency and accountability which this section of the legislation will bring about. However, if this Bill is passed without amendment, it will allow CPAB to obtain solicitor-client privileged documents without any demonstration of absolute necessity. This, in our view, is a very serious flaw in the proposed legislation.

The proposed legislation was designed and brought forward without any consultation with the legal profession. On your behalf, we wrote to the Minister of Finance, the Minister of Government Services and the Attorney General, on October 27th (copy of letters attached) but have not yet received a response. If an opinion letter exists that would support this proposal, we would encourage the government to make it public, as we have serious reservations about the constitutionality of the section which would allow CPAB to access privileged documents without first obtaining a Court Order.

The discussions that we have had with Ministerial staff indicate that they believe that CPAB requires this provision to fulfill its mandate. Our view is that the role of CPAB is to ensure that auditors meet prescribed professional standards in carrying out their responsibilities, and it is not the role of CPAB to re-do the actual work of the auditors. Therefore, any requirement for access to privileged documents must be the exception and not the rule, and should, as with any other third party stakeholder, require a Court Order.

We have attached a link to the legislation and a copy of the letter that was sent to the Ministers, as noted above. We have also sent letters to the Opposition Party Leaders, their Finance Critics, and all MPPs who are lawyers.

We believe that this bill can, and must, be amended during clause-by-clause review, following public consultations. The OBA will be making a submission which addresses a number of other matters in this bill as well as this most critical issue. We have asked our colleagues at the Canadian Corporate Counsel Association to review this legislation and bring their concerns forward to the Standing Committee as well.

We urge you to take a moment and express your concern to the government. A number of fax numbers and email addresses are provided below so that you can quickly forward your thoughts on this important matter to the relevant Ministers and Opposition Leaders.

Yours sincerely,

James Morton
President

Click here to view the Bill
http://www.ontla.on.ca/documents/Bills/38_Parliament/session2/index.htm#P1271_87744

Click here to view OBA letter to Minister Sorbara
http://www.oba.org/en/pdf/Bill151.pdf

Hon. Dalton McGuinty, MPP
Premier of Ontario
Fax : 416-325-3745
dmcguinty.mpp.co@liberal.ola.org

Hon. Michael Bryant, MPP
Attorney General of Ontario
Fax : 416-326-4016
mbryant.mpp@liberal.ola.org

Hon. Greg Sorbara, MPP
Minister of Finance
Fax : 416-212-1025
gsorbara.mpp@liberal.ola.org

Hon. Gerry Phillips, MPP
Minister of Government Services
Fax : 416-327-3790
gphillips.mpp.co@liberal.ola.org

John Tory, MPP
Leader of the Official Opposition
Fax : 416-325-0491
john.tory@pc.ola.org

Howard Hampton, MPP
Leader of the New Democratic Party
Fax : 416-325-8222
hhampton-qp@ndp.on.ca

The emphasis was as in the original.

This email is quite significant. Clearly the original letter to Greg Sorbara did not achieve the desired effect. Not that it was all that likely.

Still, the OBA is pushing up the stakes. By demanding to see a legal opinion that trumps the Constitution, they are calling the government out, and in particular, Michael Bryant, the Attorney General. As AG, his job is to advise other ministers, such as Finance Minister Greg Sorbara and Minister of Government Services Gerry Phillips on the constitutionality of proposed legislation. The OBA wants to see that advice and how it justifies this new power for the CPAB.

Of course, there might be no such opinion, and that will look bad on Bryant, Sorbara, Phillips, and McGuinty. Even worse, what if the legals minds at the AG's office said that Schedule D was on shaky ground, constitutionally speaking, and that advice was ignored?

The letter promises more action. A clause-by-clause evalution of the bill, beyond the question of CPAB powers. Getting more lawyers involved through the Canadian Corporate Counsel Association. Generally making sure that the process grinds to a halt.

The government, of course, will be looking for fast passage of this huge bill. Will the Liberals eject Schedule D from Bill 151 in order to appease the OBA? Will it work?


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Comments

The OBA's popsiiton is hilariously ironical. Essentially they say CPAB can do effective oversight without seeing the very material the auditor relied on, but then the OBA seeks a solicitor-client privileged opinion so that it can oversee the government. The OBA should do its own legal research and lay out a credible legal argument against the Bill (which it cannot do and so has not).

The PCAOB has access to these privileged documents from Canadian auditors already with respect to SEC registrants. Why? Everyone who is actually involved in the area knows you cannot do a proper oversight audit without such access. The irony with the current situation is that CPAB has less access to the audit files of Canadian auditors than the PCAOB has access to the audit files of Canadian auditors. That should be a reality check for OBA and other ill-informed detractors.

The post here is still barking up the wrong tree in linking this to the OSC, because CPAB is prohibited by the draft legislation from sharing or disclosing the contents of any of the privileged documents with the OSC or any other securities regulators.

Posted by: murray at November 14, 2006 08:06 PM



Murray:

The OSC should give you a job,unless you are already working for it. You are a very good OSC apologist.

But you are wrong on a few points. First of all, Murray, do not insult our intelligence. CPAB was set up by a National rule created by a voluntary organization called the CSA, (Canadian Securities Administrators) who is made up of the OSC, BC Securities Commission, Alberta Securities Commission and the Quebec Commission. We all know that the OSC is one of the founding members and the driving force behind the CSA.

The Council of Governors of CPAB, which is CPAB's
board of directors consists of, (surprise, surprise, surprise,) the chairman of the OSC, and other chairmen of securities commissions.

Are you the only person in Ontario who naively believes that the Council of Governors will not gain access to CPAB solicitor-client privileged information? If the chairmen gain access, then the OSC gains access.

Speaking about law, Murray, recall the 2005 Ontario Superior Court decision in Phillips Services v. OSC. In that decision, the court specifically prevented the OSC from gaining access to solicitor-client privileged information on the basis that the limited waiver of privilege afforded to Deloittes, the auditor, did not extend to the OSC. That is what the case stands for.

No amount of OSC spin can change that, Murray.

The intent of the CPAB Bill is to repeal the decision in Phillips, and give access to solicitor-client privileged information to CPAB, and ultimately to the OSC. According to the current law in Ontario, CPAB and OSC are prohibited from gaining such access.

On the matter of law, the OBA also suggested that in rare circumstances where "absolute necessity" has been demonstrated, the courts have allowed access to solicitor-client privilege.

Guess what,Murray, I sense from the OBA letter and the lack of quick response from the Government to the initial OBA letter, that the Government is struggling with this issue. Recall, Murray, there was no white paper. No prior consultation with interested parties; lawyers, auditors, reporting issuers. In other words, no attempt was made by the Government to establish "absolute necessity". That is the law, Jack. You do not need to be a lawyer or auditor to sense the Government's discomfort on this. The Government has failed to make a case for access to solicitor-client privilege. The Government knows it. The OBA knows it. We know it. Believe it, Murray.

Murray, it has become a major rule of law issue. Rule of law does not really mean much to the 80 lawyers at the OSC because with the OSC, the ends justify the means and the Chairman of the OSC, not being a lawyer, is not concerned with such legal "technicalities". The AG on the other hand is a lawyer and has responsibility to administer the law fairly and with due process. His lawyers in his branch have similar ethical and professional standards to uphold.

I strongly suspect the AG and the McGuinty Government do not want to blatantly contravene the rule of law and fall on the wrong side of the Charter of Rights. These legal niceties do not concern the highly conflicted OSC/police/judge/enforcer/ regulator/ lawmaker/executioner body, but they concern Premier McGuinty and Bryant. The Premier and his majority could shove through this non-Charter- compliant, unconstitutional CPAB legislation, but then the McGuinty Government will forever be branded as Charter Rights violators. Kiss your re-election and your legacy good-bye, Premier Dalton. Remember Premier, Chairman Dave Wilson, is not your friend. The OSC doesn't do friends.

Premier McGuinty and Ministers Bryant, Sorbara and Phillips, govern yourselves accordingly. You are coming up to the Rubicon. Once you cross the Rubicon and violate the Charter, you can't go back.

Avenger

Murray, wake up and smell the OSC ruses. We are no longer in Kansas, Toto. The CPAB gives access to the OSC of information, that to date, it can only obtain by court order, something in Ontario, we like to call the rule of law.

Murray, you are asking us to trust the OSC, that somehow, it will not gain access to this information in the hands of CPAB.

Murray, this is the same organization in Northern Securities case, that secretly without notice to Northern Securities approved an illegal rule, retroactively (nunc pro tunc, now for then) in order to validate an illegal proceeding based on an illegal rule. Instead of acting legally, ethically and honorably, and dismissing the proceedings against Northern Securities, the OSC conspired with the TSX to in effect back date a rule. (I hear backdating options and documents by reporting issuers are frowned upon by the OSC)

Posted by: Avenger at November 14, 2006 10:58 PM



Avenger:

Who let you into this blog, you latte-sipping, tree-hugging Charter Rights geek. I stand tall with my man, Murray.

He got it right, dude. The OSC is right to use this CPAB group to go after those white collar crooks. So what if the OSC gets its hands on some private lawyer's memo to the executive of a public company. If that lawyer's memo could be used as evidence to put away a Frank Dunn or Conrad Black, so be it.

Did not Chairman David Wilson of the OSC claim, "Justice delayed is justice denied!"
I think that would make a great bumper sticker on my truck.
I love that guy. He doesn't care about rule of law crap. He's my man. I wish there were more guys like him in the government.

Too many lawyers are clogging up the courts with their Charter Rights defences and the real bad guys are getting away.

I am with you and the OSC, Murray. Give us justice and let us get around that Charter right against self-incrimination.

I normally can't stand that McGuinty fellow. But I support him and his people for giving the OSC the power to cut back on procedural safeguards,rule of law and due process, so they can bring the bad guys to justice.

I say the OSC needs more power. Unleash the OSC on those rights-loving OBA lawyers. I say the OSC should regulate the Ontario lawyers like their regulating the Ontario accountants.

Live Free Or Die

Posted by: Live Free or Die at November 15, 2006 10:00 AM



"CPAB was set up by a National rule created by a voluntary organization called the CSA, (Canadian Securities Administrators) who is made up of the OSC, BC Securities Commission, Alberta Securities Commission and the Quebec Commission. We all know that the OSC is one of the founding members and the driving force behind the CSA."

False. CPAB was incorporated under Canada Corporations Act. It was spearheaded by the CICA, which anticipated federal action and Senate hearings but appreciated there were sgnificant constitutional barriers in Canada due to division of powers. The CICA, OSFI and the CSA, with pressure from IOSCO (the International Organization of Securities Commissions). CPAB was originally established without any CSA rule, with membership from auditing firms being purely voluntary. The large accounting firms realized some such enhanced oversight audit, something well beyond what the provincial self-regulating professions were doing (which only audited individual accountants and not firms). BC was a holdout within the CSA, so other securities regulators proposed a multilateral instrument. After hearings in the Senate and submissions to the CSA, which the CSA responded to point by pint, BC came on side, and only then did NAtional Instrument 52-108 get adopted. All this instrument does is require reporting issuers to use audit firms that are participating audit firms in CPAB. If a reporting issuer does not want CPAB to audit its auditors, then it can go private. In the same way, a reporting issuer that does not want the PCAOB to see its privileged documents can give up raising capital on the US market. The relationship of CPAB to the CSA is less connected than the PCAOB to the SEC. If you read the proposed bill, you will see that the OSC gets very little access to CPAB. All the OSC gets is an annual report, on which it may comment and pass on to the minister. It is the minister that has powers over CPAB, not the OSC.

Next point. The Counscil of Governors is not the board of directors. The COuncil of governors only appoints the independent (non-accountant) directors and has a veto over bylaw changes. The Council is not comprised of securities regulators. There are three securities regulators, the Superintendent of OSFI (federal) and the president of the CICA (the CICA sets accounting audit standards-GAAS). Bill 151 provides that the OSC rep on the COuncil cannot participate in OSC matters arising from CPAB. There is a strict wall. It's plain as day in Bill 151.
In any event, neither the board of directors nor the Council of governors gets privileged documents. The Council of GFovernors would have no reason to, since they are not the board and do not manage CPAB--they only appoint directors and review proposed bylaws changes.

You misread Philips. Philips was one of the main reasons the privilege provisions in Bill 151 could be included. That and the dicata of Bastarache in Blank.

I can't speak to the intent of the OSC, because it is not the OSC that is behind Bill 151, Schedule D.

The OBA has not shown they have done any legal research. That is why they are asking for the Ministries legal analysis. The OBA should read Bastarache's summary of the law in Blank, which is diametrically opposed to the OBA's position. SCC or OBA? I choose SCC.

There is no government discomfort on the Bill. It is hard to take the OBA seriously when they have not done any legal analysis. Other provinces are in the process of adoptiong Ontario's bill as a model. That is why the government is taking it seriously and will enact it.

The Charter is simply not at issue since section 7 and section 8 rights are not engaged in an ausit of a reporting issuer, or the audit of the auditor's audit. Read Blank. Solicitor-client privilege is NOT a Charter right. The OBA should know better.

I don't know what this has to do with "rule of law." In any event, the SCC has conclusively rejected rule of law as an independent ground to strike a legislative provision.

Again, this Bill has little to do with the OSC, which has no part of CPAb's operations (other than the review and comment to the minister on the CPAB annual report).

This has nothing whatsoever to do with Northern Securities. Northern Securities' fight is with Regulation Services (RS), which is owned by the TSX and the IDA. The TSX failed to get OSC approval of its adoption of UMIR until Northern Securities raised the issue. The TSX then purported to have the rules approved retroactively by classifying them as an administrative change that did not require consideration by the OSC. The OSC has done NOTHING on that issue other than receive a filing from the TSX.

Sorry for the lengthy post, but there are a lot of misconceptions floating about here.

Posted by: murray at November 15, 2006 10:01 AM



An afterthought. You have to keep in mind that the privilege in question is the privilege of a reporting issuer, not an individual. Accordingly, it is the stakeholders (shareholders, and to an extent, debtholders) who should be kept in mind when asking who the privilege is supposed to protect. Not management from OSC prosecution--it is the reporting issuer's privilege, not managements. Exposure of the privileged document to the auditors and the auditors of the auditors, advances the interests of the stakeholders in knowing the true finanacial position and in obtaining information to assess the competence and fidelity of management. That is why the auditor is supposed to be independent of management and the company. That independence is precisely why disclosure to an auditor is a waiver of privileg, unless the disclosure is compelled by statute. The fact disclosure is compelled by statute is what promotes the interests of the stakeholders of the reporting issuer, by exposing management incompetentce or infidelity.

The position brought forward by the OBA is emmbarrassingly superficial (and incorrect).

Posted by: murray at November 15, 2006 10:40 AM



to: live free or die,


shouldn't you change that to 'live free of rights or die'?

Posted by: allen at November 15, 2006 03:28 PM



Murray:

I commend you on your thoughtful response. Clearly, you are not a lawyer at the OSC, because you at least have a superficial understanding of the law. I have reviewed your well-thought out CPAB postings this past month. Either you are a big Bay Street lawyer representing CPAB, or a precocious , hot 14 year old girl, who gets off on CPAB legislation. You can never tell on the internet.

But I am afraid I have you at a disadvantage. I am neither a lawyer nor a CPAB hired gun. I am just a business adviser (widower, actually) suffering from insomnia, from Northern Ontario, who just loves reading history, philosophy and law, and walks on the beach. (No “Sleepless in North Bay”, jokes, please). As a result, I have an open mind to really look at this CPAB matter.

And Murray, if I can call you, Murray, if you are CPAB counsel, or even Government counsel, you should recommend to CPAB and the Government to cut their losses now. I do not think that Premier McGuinty, and Ministers Sorbara and Bryant, want to put at risk their political careers or their government at the service of the OSC and CPAB. Do they really want the transparent and unconstitutional efforts of the OSC to find dirt on Ontario businessmen through CPAB, to be their legacy?

Murray, I can just see you shaking your head. I know you have argued many times that the OSC has nothing to do with CPAB. We have a saying up here in the bush, “That bird don’t fly and that dog don’t hunt”. You doth protest too much. The OSC is all over CPAB. I am willing to bet my 10 year old Honda Civic against your Bay Street Beemer, that the Government response letter to the OBA, though addressed to Minister Sorbara, will be signed by Minister Phillips, because Minister Sorbara cannot touch OSC matters. The OSC is Phillips baby. How else do you explain how a private non share capital federal company was able to convince Minister Sorbara, the second most powerful minister in the Ontario Government, to hide in a Budget Bill, proposed CPAB legislation, so that it would pass the House with little debate. I thought the budget dealt with actual budget matters like government revenues and expenses, taxes, the meat and potatoes of budgets. Not obscure private regulatory matters. The only answer is that OSC has one large hold over the Government’s business. Murray, when was the last time the OSC passed an amendment to the Securities Act , that wasn’t hidden in a budget bill. Of course, I am just a simple Northern Ontario guy, unversed in the sophisticated ways of the big city and big Government.

I understand Minister Phillips is a solid minister with good political instincts. But the boys up here in the boonies still cannot understand how Gerry Phillips has been seduced by the cunning OSC. My boys cannot understand why Gerry Phillips continues to carry the can for Chairman Dave and the OSC. Especially when the Attorney General‘s office and the Premier’s office are being hammered by emails from not only Tory lawyers, but loyal Liberal lawyer supporters. It is also clear way up here in God’s country, that Premier McGuinity, and Ministers Bryant and Sorbara are smart enough to seek a reasonable solution out of this CPAB mess. Why can’t Phillips’ so-called advisers see this. Clearly, Phillips will have to bring in his A team, if he wants to maintain the support and respect of the above Three Amigos.

I do not presume that Minister Phillips or his loyal, but clueless, and politically tone deaf staff, read these humble blogs. Maybe it is just you, Murray, me and that right wing, cousin- kissin, gun- totin, “Deliverance” reject, “Live Free or Die”. Deep down, I do hope that perhaps per chance, one of those intelligent but unsung lawyers or officials in the Ministry of Finance or the AG’s office, will come across this blog.

So to you, unknown , unappreciated but brilliant Government officials, here is a way out of the large cow patty that those crazy SEC wannabes, the OSC, pushed you blindly into.

First option, and the best option, withdraw the entire CPAB Bill with honour. The Liberal Government has already angered thousands of accountants, ( I understand the CGA has brought legal proceedings against CPAB, and the CAs are already seething) and you have brought on the wrath of 17,000 OBA lawyers. The Canadian accountants are angry because post 2002, the SEC and the OSC held a gun to their professional heads. Either join “voluntarily” CPAB, a clone of the US PCAOB, or you lose your right to audit public companies.

My accountant friends up here in the north country insist, here in Canada, we have a different system. In the US, the US accountants do not have strong and independent self-regulating professional associations, like what we have here in Canada, and especially, in Ontario. PCAOB is a made-in-US solution, to a made-in-US problem. Why should Ontario meekly stand by and have the SEC, through its poodle, the OSC, (any allusion to the Stronach/McKay smackdown, is purely intentional ) foist CPAB upon Ontario and the rest of Canada?

My accountant friends suggest that, instead, McGuinty and company, should show some cojones, and stand up to the SEC and OSC, and design a made-in-Canada solution. How about beefing up the resources of the existing voluntary Canadian accounting oversight professional bodies and give these bodies the statutory authority to oversee the Canadian auditors of public companies. The economists around Minister Phillips are good with numbers. Potential votes for the Ontario Liberals by accountants, lawyers and their families; In the Thousands, by the SEC and OSC: Zero- Priceless.

Of course Chairman Dave will scream that the sky is falling. The SEC will be really, really, really mad at us. Keep your cool, Minister Phillips, you could advise your good friend, Dave ( remember OSC don’t do friends) your advisers in Northern Ontario tell you that the pendulum is swinging against the SEC and PCAOB. We occasionally get the New York Times here in North Bay, and even cable. You see, Gerry, the US Congress controls the SEC, unlike in Ontario, where the reverse is true. The new Congress wants to cut back on the unnecessary and costly regulations of the SEC and PCAOB, because (surprise, surprise, surprise) the US is losing major capital markets business to Asia and Europe. I hope your brilliant economists in your department will tell you that the US still has a large liquid capital markets, whereas in Canada , our capital markets are illiquid, and quite insignificant in the global markets.

So why Gerry, in all that is holy, is the Ontario government heaping OSC rules upon OSC rules? (2500 pages of OSC rules by last count, don’t get me started on the unconstitutional Targeted Act Amendments hidden in Schedule Z.5 in Bill 151). Why is the Ontario Government imposing unnecessary auditing bodies (CPAB Quebec, CPAB Ontario, CPAB Alberta, CPAB BC, CPAB Nunavut), on already good existing self-regulating professional organizations, when the US is going in the opposite direction???? The US correctly fears that its capital markets, particularly as they pertain to small and midsize companies are grossly over regulated and the US fears losing good US companies and jobs to Europe and Asia. Perhaps, Gerry, your boys should get their noses out of Chairman Dave’s posterior, and do something radical, like regain legislative power and economic policy-making control from the OSC. Last time I looked, the OSC was unelected and unaccountable to the Ontario legislature. Oh yeah, the OSC gives you an annual report every year and you get to review its rules. When was the last time a Minister of Finance rejected an OSC rule?

Gerry, don’t get me started. Do you and your brilliant economists ever read the OSC Annual Reports. Do you know in its 2006 Annual Report, Chairman Dave had the audacity to brag that it is sitting on $50 million in cash. That’s impressive if you are Nortel, but the OSC, is a Crown agent. What is it doing with $ 50 million in cash. Should not that cash go back to Consolidated Revenue, to the government coffers. Up here in the North country $50 million means something. That cash can go to health care and improving our schools. I even bet the bankrupt Toronto School board could use that $ 50 million in cash.

Gerry, you are lucky, I am not a Tory. Because if John Tory ever got hold of the OSC’s Annual Report, Premier Dalton, you gotta a lotta explainin to do, Lucy. By the way, our good buddy, Ernie Eves, also loved putting his nose up Chairman David Brown’s butt. Eves let Brown score $ 10 million for the FSCO/OSC merger. That bill died in 2000 when Minister Flaherty terminated the FSCO/OSC merger. Why Gerry, is your friend Chairman Dave, still hanging on to the $10 mill. We should get the Ontario Public Auditor in there. Better still we should have CPAB Ontario review the Ontario Public Auditor, and then advise PCAOB and the SEC that Ontario has some accounting issues. By the way, Gerry, I would not be surprised that somewhere hidden in the 2500 pages of OSC rules (or is it 2600 pages of rules by today) the Ontario government has an obligation to disclose accurate material information even though it is a non-reporting issuer, failure to comply could put the Ontario Government in the same boat with Northern Securities, under OSC investigation. How would you like the OSC secret police investigators going through your files? Try claiming Charter Rights defences then. Ironies of ironies, Murray. But I digress.

Last point. I think Gerry, that you will win political points with Premier Dalton if you advise him that CPAB legislation should be withdrawn because it is inconsistent with the Government policy of a single regulator. Me and the boys were sitting in our local watering hole, the Catfish Bar & Firkin. We cannot figure out how this CPAB legislation is going to work in the real world. My Quebecer boys tell me that Quebec does not have a specific CPAB law. Instead, in Quebec, they amended the existing Quebec Chartered Accountants Act so that CPAB Quebec can gain access to confidential information, but specially not solicitor-client privileged information. ( It seems the Quebec bar hammered the Quebec Minister of Finance as well). Take that, Murray. Then CPAB Quebec will enter into some arrangement with the Chartered Accountants. I am not sure how that is going to work or if it has the force of law. My Alberta buddies tell me that they want to go the Quebec route as well. So Gerry, you should tell Premier Dalton that there is going to be a hodgepodge of CPABs in every province, some by statute, some under the Accountants Act; each CPAB with different provincial rules. So how does that square with a single regulator again? Gerry, I hope CPAB Ontario is not thinking of imposing its rules on Quebec, or any provinces for that matter.

We could just see those Headlines in La Presse:

Ontario Government and the OSC Want to Regulate Quebec Accounting Profession:
Minister Phillips says French Language- No Biggie

“Minister Phillips, is quoted as saying, “ in the spirit of harmonization, I may take a French course or two, but the SEC don’t take to kindly to foreign languages or French people, for that matter. So I advise the boys at the Quebec Securities Commission and the Quebec accountants to learn to speak Amerrican”

To summarize, Gerry and Murray: OSC evil. CPAB bad. SEC and PCAOB worse. Withdraw the CPAB bill. Stand up for Ontario accountants and lawyers and draft a truly made-in-Canada/ Ontario bill that respects the professionalism and high ethical standards of Ontario and Canadian accountants.

Murray, I am sorry I did not address your legal concerns. But I would like to leave you and “Live or Die” in suspense until my next installment on the pathetically weak legal opinions supporting the CPAB legislation. Murray, if you are relying on the confusing non dissent, dissent of Bastarache in Blank, instead of Fish's more stare decisive majority opinion, you and CPAB just got dic-ta.

I leave you with these words of prophetic wisdom, “ Find the Cheerleader. Save the World”.


Avenger



Posted by: Avenger at November 17, 2006 01:16 PM



Hello, Boys.

I thought I would crash this little male Frat party. I think this blog needs a real woman’s perspective, for a change. Not just a bunch of swinging dictas.

You, Murray, you seem like a good guy. But come on, get that stick out of your butt. You are much too serious about this OSC/CPAB stuff. You have made some good points here and there. But give me a break, this is not life and death stuff. You have to admit, the OSC is a pretty funny and absurd place. You gotta, chill, Murray. Life’s too short. You do come across as too Bay Street serious, reminds me of one of my ex-boyfriends. It seems like he never took off his Harry Rosens, even in the sack. Life’s not all about billings, Murray.

And you, Avenger, do women really fall for that “ I am a lonely, sensitive, walk on the beach, Northern out-doorsy, Trudeauesqe widower”, line. I know I do. You could put your oar in my canoe anytime.

And you, “Live Free or Die”. You knuckle-dragging Neanderthal, you’re probably the most fun of all. Except I’d have to wake up to you in the morning, sober.

Now that I have your attention. I thought I would give you boys the perspective of a poorly paid female assistant on Bay Street, who has seen too many Bay Street bankers, brokers and securities lawyers, all trying to big swing their dictas.

I know a lot of Bay Street securities lawyers, mostly between the spread sheets. On this CPAB matter, Minister Phillips, aka the Jerry,made a huge tactical mistake. He went after their professional gonads, when he took on their precious solicitor-client privilege thing. You should have let sleeping dogs lie, babe.

Most securities lawyers don’t give a crap about the Securities Act and the OSC. The OSC could have picked up President Vic of Northern Securities one day, brought him to their holding cell at 20 Queen, and beaten the crap out of him for a confession. No problem. Just don’t interfere with my 2200 hours of billings. These hired guns are too busy billing and making money. But the Jerry, these guys are now going around like squealing stuck pigs,with this CPAB stuff. You should have left the lawyers alone. The Jerry, they are saying you and the Government have gone too far. The lawyers think the OSC is after them and they are pissed.


Avenger, I think you’re talking out of your butt. But I agree with you, the Jerry needs some better advice. He’s become a joke on Bay. Why go after the lawyers? That OBA email is flying across a lot of desks. Even the big swingers are getting in on the action. Secretaries are emailing Bryant and the Premier expressing their bosses’ concern about CPAB. The Jerry, Deep six your ass-kissing economists and get some strong legal talent around you, before it’s too late.

I had an economist once. Nice guy, but he was more micro, than macro for my tastes.

Later, boys.

Big Swinging C
On Bay


Posted by: Big Swinging C on Bay at November 18, 2006 05:43 PM



Murray, Avenger and Big Swinging C on Bay:


Hoo-yah, we got ourselves a rumble!

In this corner; weighing in at 180 pounds in his Hugo Boss, the quiet, but hard-working lawyer for a thriving metropolis law firm, “Brawling Bay Street Lawyer, “Murray”, or a very sexually active 14 year old girl, looking for forbidden love on the internet.

In the other corner; weighing in at a puny 130 pounds, that geeky, Kyoto-lovin, widower from Harris country, in his overpriced Roots jacket, the “Avenger”.

In the far corner; weighing in at a buff 110 pounds, the poorly paid, but very hot, Bay Street female assistant, a real bad ass, and my personal favourite; “Big Swingin C on Bay”.

My name is “Live Free or Die”, and I’ll be you obnoxious referee for tonight.

Big Swinging C, Where did you get that mouth? I think I’m in love. Thank God, there is at least one other intelligent person on Bay Street, aside from Murray.

But I am still stickin with my man, Murray. I agree with Murray. We gotta give more power to the OSC. Let’s drive all Ontario businessmen out of Dodge. I think you are too hard on the OSC and their fearless leader David Wilson. Chairman Wilson had to make many personal sacrifices when he took on the OSC gig. At Scotia he was scoring, $ 2 mill, $ 5 mill, $10 mill with options. At OSC, just a measly $600K, that’s not a lot of cheddar on Bay, babe.

Okay, throw in the private corporate OSC jet, the ACC box and New York pad ( I hear it’s Conrad’s old crib) and being OSC chairman aint too shabby. Grasso, you shoulda been an OSC Chair.

Big Swinging C, How did you hear about the secret holding cell at OSC Headquarters- 20 Queen? Near the Courts. Pure genius, Chairman Wilson. Our very own Gitmo Bay. Rummy would be proud.
A little waterboarding will stop those Ontario execs from even thinking of non-complying with any one of your 3000 pages of OSC rules. And even if they comply with all 4000 pages of your OSC rules, lock them away on your “public interest” rule-making authority. Then strip those suckers of their stock options.

Capital Punishment in Ontario! You got my vote, Premier.
Boo-yah!


Live Free or Die



Posted by: Live Free or Die at November 19, 2006 04:26 PM



With something like 65,000 lawyers in this country, (and over thirty thousand of them in Oinktario)- one can understand why they circle the wagons when anybody tries to step on their turf! And, were it not for the ability to keep dangerous criminals out on the streets, they would be chasing ambulances like they do in the States. Bah!

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