Our Team

Mitch Frazer

Partner

	Direct: 416.865.8220 Office: Toronto Fax: 416.865.7380 Email: mfrazer@torys.com

	Mitch is repeatedly recognized as one of Canada's leading pension and benefits lawyers.

Practice

Mitch Frazer's practice emphasizes all aspects of pensions and benefits matters, including ongoing pension plan administration, compliance and investment issues, surplus withdrawal, contribution holidays, the payment of administrative expenses, pension plan windups and pension solvency funding issues, as well as non-pension and post-retirement benefits issues. Mitch also provides expertise in employment law and pension, benefits and employment matters arising from corporate transactions.

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Recognitions

Woodward White’s Best Lawyers in Canada 2010 and 2011—Leading lawyer in employee benefits law

Precedent Magazine's 2010 Precedent Setter Award—Recognizing excellence and leadership in practice and the community

Chambers & Partners’ Chambers Global: World’s Leading Lawyers for Business, The Client’s Guide 2008, 2009 and 2010—Leading lawyer in employment, labour and pensions: pensions and benefits

Lexpert's Rising Stars: Leading Lawyers Under 40—One of Canada's leading lawyers under 40

Transactions

In pension, benefits and employment matters, Mitch has recently represented

Quad/Graphics in its C$1.3 billion acquisition of World Color Press
Castle Harlan in its US$200 million acquisition of Pretium Packaging, L.L.C.
the underwriting syndicate in Leisureworld Senior Care Corporation's C$190 million initial public offering
Sentinelle Medical in its C$85 million (plus a two-year contingent earn out up to a maximum possible purchase price of C$335 million) sale to Hologic
K+S AG in its 2009 US$1.65 billion acquisition of Morton International
Fairfax Financial Holdings in its DIP financing for AbitibiBowater
Manulife Financial in its execution of a C$3 billion credit agreement
CIBC World Markets in Extendicare REIT's 2008 C$34.58 million offering of units and C$92 million bought deal public offering of debentures
Novacap II in its US$30 million leveraged buyout of Gibraltar Packaging Group
AmeriCast Technologies in its US$24 million acquisition of A.G. Anderson
Hydro Ottawa in its C$63 million sale of Telecom Ottawa to Atria Networks
Husky Injection Molding Systems in its C$960 million sale to Onex
The Carlyle Group in its US$1.475 billion acquisition of Goodyear Tire & Rubber Company’s Engineered Products Division
Thomson Corporation in its US$7.75 billion sale of the Thomson Learning higher education assets
Sherritt International in its C$1.6 billion acquisition of Dynatec
Alinda Capital Partners in its C$1.74 billion acquisition of UE Waterheater Income Fund
ONCAP in its C$392 million sale of CMC Electronics to Esterline Technologies
The Rank Group in its US$965 million sale of Hard Rock to Seminole Hard Rock Entertainment
Hindalco Industries in its US$6 billion acquisition of Novelis
Carter Holt Harvey in its US$500 million acquisition of International Paper’s beverage packaging business
Colgate-Palmolive in its US$126 million asset sale to The Clorox Company
Royal Utilities Income Fund in its C$172.5 million initial public offering
Davis + Henderson in its C$212.5 million acquisition of Filogix and C$116 million offering of subscription receipts
Clover Leaf Seafoods and Bumble Bee Foods in Canada in their US$275 million syndicated credit facility
Resolve Business Outsourcing Income Fund in its C$225 million initial public offering, and related acquisition and financing
Canada Cartage Diversified Income Fund in its C$118 million initial public offering
Cameco
- in its C$108 million acquisition of Zircatec Precision Industries
- in its C$253.2 million initial public and secondary offering of Centerra Gold
Sears Canada in its C$2.3 billion sale of credit and financial services operations to JPMorgan Chase Bank, N.A.
Leitch Technology in Harris Corporation’s C$570 million acquisition of Leitch Technology
O&Y REIT in Brookfield consortium’s C$2 billion acquisition of O&Y Properties and O&Y REIT
the underwriting syndicate in Morneau Sobeco Income Fund’s C$200 million initial public offering
New Flyer Industries in its C$200 million initial public offering of income deposit securities
Norcast Income Fund in its C$77 million initial public offering of units
the underwriting syndicate in Lakeport Brewing Income Fund’s C$54.5 million initial public offering
the underwriting syndicate in Cargojet Income Fund’s C$59.5 million initial public offering
Magna International in the C$1.2 billion privatization of its public automotive subsidiaries
BFI Canada Income Fund
- in its C$1.1 billion acquisition of IESI
- in its C$110 million acquisition of Ridge Landfill from Waste Management of Canada
ING Canada in its C$1.04 billion initial public offering
Data Group Income Fund in its C$148 million initial public offering
the underwriting syndicate in Arriscraft International Income Fund’s C$70 million initial public offering
Brascan Bridge Lending Fund in providing a C$250 million credit facility for Atlas Cold Storage
Connors Bros. Income Fund in its US$385 million cross-border acquisition of Bumble Bee Seafoods
Richards Packaging Income Fund in its C$85.7 million initial public offering and related bank financing
Algoma Steel in its C$85 million offering of common shares

Professional Involvement

Mitch is an adjunct professor at the University of Toronto Faculty of Law and a former adjunct professor at Osgoode Hall Law School of York University. He is co-chair of The Learning Partnership’s Annual Tribute Dinner, a past president of the University of Western Ontario Law Alumni Association and was a member of the Ontario Government's post-secondary education advisory committee on the first generation students.

Selected Publications and Presentations

Ontario Announces "Round Two" of Pension Reforms
Pension and Employment Bulletin | August 25, 2010

Mr. Premier Returns Home – It's Goodbye Bay Street, Hello Brampton
Ontario Bar Association's Briefly Speaking, vol. 35 no. 4 | August 2010

Pensions and Benefits in a Changing Global Environment
Conference chair, 2010 CBA/IPEBLA Conference, Quebec City | June 21-22, 2010

Alternative Investments/Legislative "Stew/Potpourri"
Speaker, Canadian Legal and Legislative
Update International Foundation | April 29, 2010

Ontario Moves Forward with Pension Reform
Torys LLP | March 26, 2010

Distressed Mergers and Acquisitions and Restructuring: Your Guide to Managing Pension Risks in Corporate Transactions
Co-presenter, Canadian Institute's Forum on Pension Litigation, Governance & Reform, Toronto | January 22, 2010

Ontario Introduces Long-Awaited Pension Reforms
Torys LLP | December 11, 2009

Pension Reform and the Future of Pensions in Canada
Panelist, The University of Western Ontario, London | October 8, 2009

Supreme Court Provides Final Word on Pension Plan Expenses: Kerry Decision
Torys LLP | September 22, 2009
A similar version of this article was published in The Lawyers Weekly, Focus on Labour & Employment, September 11, 2009, as "Top court offers final word on pension plan expenses: Kerry."

Changing Currents: Where to Draw the Line
Moderator, ACPM National Conference, Montreal | September 15-18, 2009

Navigating the Complexities of Benefits and Pension Issues During Downsizing and Restructuring
Presented at The Canadian Institute Conference, "Workforce Restructuring: Practical Guidelines and Legal Strategies for Reducing Employer Liability in Difficult Times" | June 9-10, 2009

Canadian Legal and Legislative Update: Aftermath of the Expert Commission Reports
International Foundation | May 7, 2009

Accounting for Pensions: Addressing Employees' Pension Entitlements in Wrongful Dismissal Litigation and Settlement Negotiations
Co-presented at Ontario Bar Association's 8th Annual Current Issues in Employment Law | February 25, 2009

Negotiating the Agreement - Part I: Representation
Canadian Bar Association: Pension and Employee Benefits in Mergers and Acquisitions Conference, Toronto | November 21, 2008

Climbing the Rocky Road
Conference chair, Association of Canadian Pension Management's 2008 National Conference, Alberta | September 16-19, 2008

Burke Strengthens Employers' Grip on Pension Surpluses
The Lawyers Weekly | September 5, 2008

Concepts and Practices of Canadian Benefits for Canadian and U.S. Corporations
Speaker, International of Employee Benefit Plans Foundation Conference, Toronto | July 14-16, 2008

Is Notice Enough? Changing a Fundamental Term of Employment in Ontario
Co-author, Torys' Pension and Employment Bulletin, Toronto | July 13, 2008

Federal Government Was Free to Withdraw Surplus from Public Service, Military and RCMP Pension Accounts, Judge Rules
Co-author, Lancaster's Pension & Benefit Law E-Bulletin, issue 69 | May 15, 2008

Cross-Border M&A: Identifying and Dealing with Compensation and Benefits Issues – A Canadian Perspective
American Bar Association – Section of Taxation May Meeting | May 8-10, 2008

Pensions at Work: Primer on Pension Issues Arising in the Workplace
OBA 2008 Institute Pensions Law Program "Pensions at Work" | February 5, 2008

Managing Pension Risks in Corporate Transactions: Practical Guidelines for Mergers and Acquisitions
9th Annual Forum on Pension Law, Litigation and Governance, The Canadian Institute, Toronto | January 31, 2008

Funding Obligations
3rd Annual The Essential Course in Pensions, Osgoode’s Professional Development CLE Program, Toronto | October 22-23, 2007

Pension Law Primer
Pensions and Investments Fundamentals 2007–2008, Canadian Pension and Benefits Institute, Toronto | October 18, 2007

Charting the Future
Conference chair, Association of Canadian Pension Management, 2007 National Conference, Charlottetown | September 10-12, 2007

Pension Plan Sponsors Can Pay Plan Expenses from Fund: Kerry
The Lawyers Weekly | July 20, 2007

An Evening With the Attorney General
Chair, Pension and Benefits, Ontario Bar Association, Toronto | June 5, 2007

Pensions in the Context of Cross-Border Merger and Acquisitions: A Canadian Perspective
11th International Pension and Employee Benefits Lawyers Conference | May 23, 2007

The Effect of Cross-Border M&A on Pension Plans: A Canadian Perspective
American Lawyer Media’s Law.com | May 23, 2007

Pension Plan Expenses: Implications of the Kerry Case on Your Expense Practices
| May 3, 2007

No Need for Bankrupt Company to Recognize Pension Plan Priority
The Lawyers Weekly | March 2, 2007

Tensions Sizzle When Pensions Fizzle
Co-chair, Pension and Benefits, Ontario Bar Association Institute 2007, Toronto | February 5, 2007

Pension Law Primer
Pensions and Investments Fundamentals 2006–2007, Canadian Pension and Benefits Institute, Toronto | January 25, 2007

Funding Obligations
2nd Annual The Essential Course in Pensions, Osgoode’s Professional Development CLE Program, Toronto | October 23-24, 2006

Newest Target of Shareholders: Executive Pensions
Executive Compensation: Getting It Right, Lexpert Events, Toronto | October 16-17, 2006

Open Forum
Moderator, Association of Canadian Pension Management, 2006 National Conference, Winnipeg | September 19-22, 2006

Pension Law Is Not Simply Trust Law
The Lawyers Weekly | September 8, 2006

Standards Required of Pension Plan and Pension Fund Trustees in Canada
International Pension Lawyer, no. 4, June 2006 reprinted with permission from IPEBLA Journal | June 1, 2006

Decision Makes Paying Plan Expenses out of Pension Funds More Difficult
The Lawyers Weekly | May 19, 2006

Can Plan Expenses Be Paid from the Fund?
The Lawyers Weekly | March 24, 2006

Tread Carefully
Benefits Canada | February 1, 2006

Pension Rights and Pension Wrongs
Co-chair, Pension and Benefits, Ontario Bar Association Institute 2006, Toronto | January 24, 2006

Defined Benefit Pension Plans Endangered Unless Changes Are Made, Industry Report Says
Co-author, Lancaster’s Pension and Benefit Law E-Bulletin, issue 25 | October 3, 2005

Getting Results: How to Get Government Focused on Your Agenda
Moderator, Association of Canadian Pension Management, 2005 National Conference, La Malbaie, Quebec | September 20-23, 2005

Merging Pension Plans in Canada: Where Do We Go From Here?
Tenth International Pension and Employee Benefits Lawyers Conference | May 22, 2005

Measures of DC Plan Success
Pension and Investment Fundamentals for DC Plans, Canadian Pension and Benefits Institute, Toronto | April 14, 2005

Pension Plan Expenses: Implications of the Kerry FST Decision on Your Expense Practices
Ontario Bar Association, Toronto | April 13, 2005

Who is Next? Duties of Pension Plan Administrators and Their Potential Liabilities
Pension Plan Management, Insight, Toronto | April 11, 2005

Monsanto: Where Do We Go From Here?
Moderator, Pension and Benefits, Ontario Bar Association, Toronto | February 15, 2005

Hembruff v. OMERS, Pension Plan Board Breaches Fiduciary Duty
Co-author, Lancaster’s Pension and Benefit Law E-Bulletin, issue 7 | December 1, 2004

Directorships

North York General Hospital Foundation
The Centennial Centre of Science and Technology (Ontario Science Centre)

Selected Media Highlights

August 26, 2010:

Best Lawyers names 52 of Torys' practitioners as leading lawyers in Canada

August 24, 2010: Ontario pension reforms will make funding more restrictive, says Mitch Frazer in The Globe and Mail

August 22, 2010:

New Ontario pension funding rules a little too restrictive, says Mitch Frazer on CBC

June 9, 2010: Mitch Frazer is named as a 2010 Precedent Setter

February 23, 2010: Chambers Global 2010 names Christina Medland and Mitch Frazer among Canada's top employment, labour and pension lawyers

December 10, 2009: Ontario pension reforms address some key technical issues, says Mitch Frazer in The Globe and Mail

October 29, 2009: Pension plan sponsors may see reform as more hoops to jump through, says Mitch Frazer in The Globe and Mail

October 28, 2009: Half of the private pension funds in Canada are underfunded, says Mitch Frazer in an interview on CTV Toronto

October 28, 2009: Government plan to provide plan stakeholders with flexibility to help prop up pension plans in crisis situations a practical proposal, says Mitch Frazer in The Globe and Mail

October 19, 2009: Defined contribution pension plans offer companies more certainty, says Mitch Frazer in The Globe and Mail

October 11, 2009: Mitch Frazer participates on pension reform panel at University of Western Ontario's Faculty of Law

October 1, 2009: Kerry decision may actually be good in preserving some defined benefit plans, says Mitch Frazer in Canadian Lawyer

September 18, 2009: Mitch Frazer is appointed a governor of the North York General Hospital Foundation

August 13, 2009: Best Lawyers names Torys’ practitioners as leading lawyers in Canada

August 7, 2009: Supreme Court decision in Kerry will encourage Canadian companies to preserve defined benefit plans, says Mitch Frazer in Bloomberg

August 7, 2009: Letters of credit for pension plans are best for companies with AAA ratings, says Mitch Frazer in Lawyers Weekly

June 17, 2009: The legal profession brings the ability to make a difference, Mitch Frazer tells Western Law School's graduating class

April 9, 2009: It will be difficult to fund GM's pension plan, says Mitch Frazer in an interview with CBC News Business

April 9, 2009: Ontario government placing limits on pension bailout funds, says Mitch Frazer in The Globe and Mail

November 28, 2008: The announced relief for federally regulated pension plans is still an important "Band-Aid", says Mitch Frazer in The Globe and Mail

November 26, 2008: Mitch Frazer and Sabrina Gherbaz are among Canada's leading lawyers under 40

November 21, 2008: Ontario pension reform spending initiatives cannot be implemented in this economic climate, says Mitch Frazer in The Globe and Mail

November 14, 2008: Pensions are becoming the hot topic in governance, says Mitch Frazer in The Globe and Mail

June 2, 2008: Recent Canadian court decisions may help preserve the DB plan system, says Mitch Frazer in Business Insurance

June 1, 2008: Canada's uncertain pension plan merger landscape underscores the need for local expertise, says Mitch Frazer in Lexpert

May 26, 2008: A recent Ontario Court of Appeal decision reiterates the plan sponsor's entitlement to paying expenses from a pension fund, says Mitch Frazer in Business Insurance

March 26, 2008: Torys announces our new partners

June 11, 2007: Ontario Court of Appeal ruling is a huge decision for pension plan sponsors, says Mitch Frazer in Business Insurance

January 25, 2007: Pension plans must be safeguarded through transactions, says Mitch Frazer in Benefits Canada

June 30, 2006: Members should be aware of the limitations of their pension plans, says Mitch Frazer in Financial Post

June 1, 2006: Ontario Divisional Court decision tightens the noose around pension plan sponsors, says Mitch Frazer in Employee Benefits News Canada

Memberships

Pension and Benefits Section, Ontario Bar Association (past-chair)
Pension and Benefits Section, Canadian Bar Association (vice-chair)
International Pension and Employee Benefits Lawyers Association (steering committee)
Advocacy and Government Relations Committee (vice-chair), National Conference Committee (former chair), and Strategic Communications Committee (former chair), Association of Canadian Pension Management

Practice Areas and Industry Groups

Pension and Employment

Bar Admissions

Ontario, 2001

Education

MBA, 2003
Wilfrid Laurier University

LLB, 1999
University of Western Ontario

MA, 1994
Brock University

BA (Honours), 1993
York University