MICHAEL E. BARRACK Partner

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2 Michael Barrack is a partner in our Litigation Group in Toronto and a member of the firm s board of directors. His practice includes capital markets, commercial litigation, hospitality, labour litigation, professional negligence and liability, securities and tax planning litigation. MICHAEL E. BARRACK As senior counsel, Mr. Barrack has appeared in the full range of litigation matters, including criminal trials, arbitrations, mediations, and civil litigation before the federal and provincial courts at all levels of trial and appeal, including the Supreme Court of Canada. He has acted on a number of leading civil cases, which involved a full range of commercial disputes, including director and officer liability, shareholder disputes, business valuations, contract disputes and economic torts. Mr. Barrack acted for Canadian Pacific Limited in connection with two major court approved restructurings. Similarly he was involved in the court battles over Unitel (ATT Canada), Algoma Steel Inc., Confederation Life, Royal Trust and Eatons. In the international restructuring of Olympia and York, Mr. Barrack originally acted for bondholders against O&Y in the fight over the Canadian properties. When this retainer was successfully completed, he was hired by O&Y (U.S.) to represent its interest with respect to American properties in the Canadian proceedings. In the taxation area, Mr. Barrack has appeared as counsel on a number of matters before the Tax Court of Canada, the Federal Court trial and appeal divisions, and before the Supreme Court of Canada. Among the issues he has litigated is one of the first cases involving the general anti-avoidance rule (GAAR). Mr. Barrack has been involved in a number of other high profile disputes. Among these was his representation of the Sportsco Group, which forced and won a court supervised auction of Toronto s Skydome. Mr. Barrack has acted for the Toronto Blue Jays and Toronto Argonaut Football Club and has appeared as counsel for the National Ballet of Canada in connection with a dispute with one of its principal dancers. The largest client of the firm s litigation section has been the Canadian Medical Protective Association, a physician s defence organization. On behalf of this client, Mr. Barrack has represented physicians in medical negligence trials, before the discipline and fitness to practice committees of their

3 MICHAEL E. BARRACK professional regulator and before the criminal courts. He has also appeared as appellate counsel on a number of medical matters. As a result of his involvement in this area, Mr. Barrack has acted as counsel to the appeal tribunal for the Institute of Chartered Accountants of Ontario. Some of the other clients he has acted for include: Fairmont Hotels and Resorts, The European Bank for Reconstruction and Development, The Toronto Dominion Bank, The Bank of Nova Scotia, TransCanada Pipelines, Canada Life, Metropolitan Life, Molson Inc, Kimberly Clark, Noranda, Laidlaw, Gulf Canada, PetroCanada and Siemens. Mr. Barrack has also acted as amicus curiae to the Ontario Superior Court of Justice. He appears in the 2003 Canadian Legal Lexpert Directory, a guide to the leading law firms and practitioners in Canada, as a leading lawyer in the areas of corporate commercial litigation, medical negligence and securities litigation. Mr. Barrack is also listed in the edition of The World s Leading Lawyers, published by Chambers Global, as a leading lawyer in the area of litigation. Mr. Barrack has taught as a guest lecturer at several law schools. He has written articles and spoken at conferences about the areas of law in which he practises. He is also director of the Advocates Society. Mr. Barrack received a B.Comm. from the University of Toronto in 1977 and his LLB from Osgoode Hall Law School in He was called to the Ontario bar in Office: Toronto Direct Line: mbarrack@mccarthy.ca Year of Call: 1982

4 F. PAUL MORRISON F. Paul Morrison is a senior partner and past-chair of our Litigation Group in Toronto. He has experience in a range of areas of litigation, particularly corporate and commercial litigation, class action litigation, securities litigation, professional liability and products liability. Mr. Morrison regularly acts in litigious matters on behalf of leading companies and institutions, both foreign, and domestic and has appeared at all levels of trial and appellate court, including the Supreme Court of Canada and before administrative tribunals. He has acted or is currently acting in a number of complex class action lawsuits. Mr. Morrison represented the General Electric Company in the defence of multiparty class proceedings, which culminated in a comprehensive settlement, a feature of which was the issuance of the first Bar Order in the history of class actions in Canada. He represents Clarica Life Insurance Company in successfully opposing certification in a proposed class action on behalf of 240,000 policyholders claiming entitlement to premium off-set in the sale of life insurance policies; this was the first contested motion for certification in a premium off-set case in Canada. Mr. Morrison represents the Government of Ontario in the defence of highly publicized class proceedings arising out of the widespread contamination of the water supply in Walkerton, Ontario that resulted in seven deaths and illness to thousands of inhabitants of the Walkerton area. He was instrumental in fashioning a unique and widely-acclaimed settlement of this complex class action. Mr. Morrison acts for Degussa AG, a leading chemical manufacturer in the defence of cross-canada class proceedings based upon allegations of a world-wide price-fixing conspiracy in the sale of vitamins for use in animal feed. He is also representing BCE Inc. in the defence of two substantial class proceedings instituted by former debenture holders and by minority shareholders of BCE s subsidiary, Bell Canada International Inc. ( BCI ), arising out of the implementation of BCI s recapitalization announced in December, His expertise in class actions was featured as the cover story in The National, the magazine of the Canadian Bar Association for March/April 1998.

5 F. PAUL MORRISON Mr. Morrison s career has been characterized by numerous lengthy and complex trials, including: acting on behalf of the defence in the test case of allegations that the pertussis vaccine administered through public health authorities to newborn infants caused massive and permanent brain damage in children. The defence was successful at all levels up to and including the Supreme Court of Canada; representing the Canadian National Railway in a trial lasting more than one year, arising out of a multibuilding fire in Oakville, Ontario resulting from railway operations; and acting for Unilever PLC in the trial of damages suffered by Unilever as a result of the infringement of Unilever s patent by Procter & Gamble Company in the production and sale of the dryer sheet product, Bounce. This trial, which concluded in January 2000, was the longest patent damages trial in Canadian history. The case concluded shortly before the release of judgment in one of the largest patent damage settlements in Canadian legal history. Mr. Morrison has represented some of the world s most prominent partnerships and corporations in litigation involving hundreds of millions of dollars, including: acting for Clifford Chance, the world s largest law firm, in the successful defence of an action by four Canadian chartered banks, claiming approximately $2 billion arising out of the failure of the Canary Wharf Project in London, England; representing the Pepsi-Cola Company in the successful defence of a claim for approximately $200 million by renowned Toronto lawyer Thomas Baker and related corporate entities; acting as counsel for the Ford Motor Company in contested CCAA proceedings arising out of the insolvency of the AG Simpson Group, a leading Canadian automobile parts manufacturer; and representing RBC Dominion Securities Inc. in multifaceted litigation arising out of highly publicized multimillion dollar defalcations by the investment banker, Christopher Horne.

6 F. PAUL MORRISON Mr. Morrison has been prominent in securities cases and in litigation involving shareholder oppression claims and intershareholder disputes. He acted for the TD Waterhouse Group in proceedings arising out of cross-border online securities trading, which resulted in the first cross-canada settlement with Canadian securities regulators of a major securities enforcement action. Mr. Morrison represented the Bank of Nova Scotia in the defence of litigation by the Bitove interests with respect to the entitlement to food services contracts at the Air Canada Centre. He represented the shareholders of Broadband Networks Inc. in a claim by Nortel Networks for tens of millions of dollars arising out of the sale of Broadband Networks to Nortel in Mr. Morrison represented the Bank of Montréal in highly-publicized litigation commenced by the Public Trustee of Ontario arising out of the purchase of Maple Leaf Gardens by Mr. Steve Stavro and related entities. Throughout his career, he has been engaged by the Canadian Medical Protective Association in the defence of some of Canada s leading physicians and surgeons in substantial claims based upon alleged medical negligence, as well as in contested discipline hearings before the College of Physicians and Surgeons and in other proceedings, such as Coroners Inquests. Mr. Morrison was a special lecturer in Trial Advocacy at the Faculty of Law, University of Toronto, from 1982 to He is a regular guest instructor at Osgoode Hall Law School, York University. He regularly appears as a speaker or instructor at seminars and conferences on litigation-related topics and has authored numerous publications, including a chapter on fiduciary duties of directors and officers in Directors and Officers Duties and Liabilities in Canada (Butterworths, 1997) and including a chapter on settlements in Defending Class Actions in Canada (CCH, 2002). He is a member of the Editorial Board of and a regular contributor to Corporate Litigation (Federated Press). Mr. Morrison is profiled as a leading commercial litigator in Guide to the World s Leading Litigation Lawyers (Commercial Litigation). He is listed in The World s Leading Lawyers, published by Chambers Global, as a leading lawyer in the area of litigation. He appears in the International Financial Law Review as a leading lawyer in the areas of litigation and ADR. He is profiled in Global Counsel 3000 as a leading practitioner in the areas of litigation and arbitration. Mr. Morrison appears in Lexpert, the Canadian Legal Directory, as a leading lawyer in the areas of corporate commercial litigation, class action litigation and professional liability. He is, by invitation,

7 F. PAUL MORRISON an Honorary Overseas Member of the Commercial Bar Association, England and Wales (COMBAR). Mr. Morrison received his BA (cum laude) in 1972 from the University of Pennsylvania and his LLB from the University of Toronto in He was called to the Ontario and Alberta bars in 1977 and 1982 respectively. Office: Toronto Direct Line: Year of Call: 1977

8 Harry Underwood is a partner in our Litigation Group in Toronto. In over 20 years of practice, he has acted as lead counsel in many trials and appeals before the courts of Ontario, the Federal Court of Canada, and the Supreme Court of Canada. Mr. Underwood has also appeared before various administrative tribunals and is experienced in arbitration proceedings under both domestic and international law regimes. HARRY C.G. UNDERWOOD His particular concentration is in complex commercial disputes, including securities, corporate law, and banking and insolvency matters. His recent ( ) commercial litigation experience includes the following matters: defending a Canadian pipeline company against a $500,000,000 class action claim; representing financial institutions in a $25,000,000 misrepresentation claim against underwriters, auditors and corporate officers; representing the liquidator of failed bank in a negligence claim against the bank s former directors and senior officers; defending a Canadian bank against a conspiracy claim made by a large utility; defending a leasing company against multiple claims asserted by municipal customers and totalling $50,000,000; acting for a Canadian public company resisting a search and seizure of its records in aid of a U.S. government proceeding; acting for a Mexican telecommunications company resisting enforcement in Canada of a $325,000,000 foreign judgment; acting for a Canadian public company seeking to enforce performance of an agreement to sell foreign mining properties; defending a director of a failed public company in proceedings before the Ontario Securities Commission and two class actions; and advising a Canadian public company in relation to a claim against a foreign state for the expropriation of its business. Mr. Underwood is also experienced in the defence of complex medical malpractice and other professional liability cases. Mr. Underwood is a former member of the adjunct faculty of the University of Toronto Faculty of Law, where he taught a course in litigating shareholders claims. He is a member of the editorial board of the quarterly publication Commercial Litigation. Mr. Underwood appears in the 2003 Canadian Legal Lexpert Directory, a guide to the leading law firms and practitioners in

9 HARRY C.G. UNDERWOOD Canada, as a leading lawyer in the areas of corporate commercial litigation and medical negligence. He received his BA from Oxford University and his LLB from the University of Toronto. Office: Toronto Direct Line: hunderwood@mccarthy.ca Year of Call: Ontario, 1981 Saskatchewan, 1985