Wooing and winning Frank
from McInnes Cooper: 150 Years in the Life of a Law Firm by Stephen Kimber
He wasn’t coming. He hadn’t called. Bernie Milller had expected he would have let them know by now. Wasn’t that what he’d said when they’d last spoken? That he’d make up his mind by Christmas. And wasn’t that what his wife had broadly hinted when a reporter asked at his press conference back in October how long it might take Frank McKenna to decide his next career move? Julie had affectionately brushed her husband’s arm and leaned into the microphone, cutting off his intended reply. “I told him I’d only support him until Christmas,” she joked to the gathered reporters. “After that, he’d better get a job.”
But Christmas had come and gone. So had New Year’s. It was already well into the first week of January 1998, and Frank McKenna still hadn’t called to confirm. Bernie Miller convinced himself he wasn’t going to. He was, he will admit today, “crestfallen.”
The wooing of Frank McKenna had begun in earnest on October 7, 1997, the day he had formally announced be was resigning after 10 years as premier of New Brunswick. Miller, a young partner in McInnes Cooper & Robertson’s fledgling Moncton office, had heard the news on the radio driving back from Halifax, and immediately begun contemplating the permutations and possibilities.
Miller wasn’t the only one, of course. Even before McKenna had wrapped up his farewell press conference, the phone lines into the premier’s Fredericton office had begun lighting up, and his email inbox quickly filled to overflowing. There were calls from the bosses of any number of national and multinational corporations, all eager to invite Frank McKenna to become their vice president of this, or chair of that, or—at the least—to please sit on their company’s board of directors.
There would also have been calls—Bernie Miller couldn’t help but be aware—from the heads of some of the largest, most prestigious law firms in Canada, each vying to out-woo the others with all the good reasons Frank McKenna should join their particular big-city firm.
There were certainly plenty of good reasons why so many major companies and law firms would want a piece of Frank McKenna. As the very successful premier of New Brunswick for a decade, McKenna had “reformed the education system, balanced the books, pursued social welfare experiments and resolved tensions between French and English.” In the process, he had also managed to transcend the have-not bounds of his native province and emerge as a national, even international figure in his own right. He’d been the subject of cover stories in Maclean’s, Canada’s most popular national current affairs magazine, and both Canadian Business and the Globe and Mail’s Report on Business magazines. His record, noted a Globe and Mail editorial the day after his resignation, “can and should make other premiers jealous, New Brunswick voters grateful and Frank McKenna proud.”
He had accomplished all of that by a combination of intelligence, political savvy and hard work. He was often at work by six in the morning and rarely left the office until after everyone else had gone home. Though a Liberal by political affiliation and a conservative by philosophical inclination, McKenna’s real identity was as a practitioner of what his friend, David Peterson, the former premier of Ontario, called “entrepreneurial politics.”
He spent so much time in Toronto hustling jobs for New Brunswickers that he sometimes jokingly referred to his usual suite in the Royal York Hotel as his second home. In truth, his business-friendly administration had attracted more than its share of investment to New Brunswick. It did so, in part, because of McKenna’s own unshakeable commitment to fostering prosperity through self-sufficiency and, in part, because McKenna himself was such a superb salesman.
And also—unusually—he was a politician who kept his promises. Early in his first term, Frank McKenna had publicly pledged that he would resign after 10 years as premier. The press conference announcing his resignation had occurred 10 years to the day after his party won the 1987 provincial general election.
No wonder his name came up so often in conversations about who should be Canada’s next prime minister. And no wonder corporate Canada seemed so keen to court his favour.
Six months before his resignation, McKenna had been the guest of honour at an intimate Rosedale dinner party hosted by Toronto power couple Gerry Schwartz (Onex Corporation) and Helen Reisman (Indigo Books and Music Inc.). The guest list, reports Philip Lee, author of Frank: The Life and Politics of Frank McKenna, included such luminaries as Paul Godfrey, publisher of the Toronto Sun; Peter Godsoe, the chair and chief executive officer of the Bank of Nova Scotia; Brian Levitt, president and CEO of Imasco Ltd.; Rob Pritchard, president of the University of Toronto; and Dick Currie, president of Loblaw Companies Limited.
“McKenna,” wrote Lee, “had joined the Canadian power network.”
But would Frank McKenna join McInnes Cooper & Robertson?
That prospect had been a subject of casual conversation almost from the day Halifax-based McInnes Cooper & Robertson opened its Moncton office in 1997 as part of the firm’s larger, long-term regional growth strategy.
The business of law in Canada had changed dramatically during the previous decade, partly as the result of a tradition-shattering 1989 Supreme Court decision in Black et al v. Law Society of Alberta. That ruling not only broke down interprovincial restrictions for law firms and paved the way for the creation of Canada’s first national law firm but it also opened the floodgates to a frantic round of mergers, takeovers, makeovers, affiliations and consolidations. The larger goals of all that jockeying were to take advantage of the opportunities free trade created while protecting from the dangers globalization posed.
By the late 1990s, the country’s national legal landscape was dominated by about a dozen super-firms, all centered in Toronto but each with a significant presence in a few—or all—of Vancouver, Calgary, Ottawa and Montreal.
Although none of those realignments directly involved firms in Atlantic Canada, its legal fraternity was not immune to the changes happening elsewhere.
In 1990, Halifax-based Stewart MacKeen & Covert—McInnes Cooper & Robertson’s chief Halifax rivals for more than a century—had jumped into the consolidation fray by amalgamating with the market-leading law firms in New Brunswick, Newfoundland and Prince Edward Island to form Stewart McKelvey Stirling Scales, instantly transforming itself into the largest firm in the Atlantic region.
Stewart MacKeen’s William Mingo, the architect of the deal, explained its rationale: “Because of the free trade treaty with the U.S. and the increasing globalization of their business operations, our clients are finding themselves competing in a larger and more complex marketplace than ever before. It’s up to us to provide the legal services they need in this environment.
Larry Hayes, the managing partner at McInnes Cooper & Robertson at the time, admits the deal surprised him. Like everyone else, he’d been focused on the national picture. “I was getting dizzy watching all these guys line up as dance partners,” he jokes, adding that he had also held preliminary discussions with the managing partner of a major Montreal law firm who was keen to explore the opportunities for an “affiliation” with McInnes Cooper & Robertson. Nothing came of those talks.
Hayes thought the creation of Stewart McKelvey was “a very clever move.” And, he concedes, he was “somewhat concerned” in the immediate aftermath about the implications this salvo might have for his own firm. But the more Hayes looked into the new firm’s structure, the less convinced he became that it was a model McInnes, Cooper & Robertson should emulate. “I saw this as more a marketing association than a true merger,” he explains. “It was a partnership of partnerships. (Each office) remained as a separate profit centre.” The problem with that, Hayes explains, is that there is no incentive for the firms to share expertise or clients—in effect, to provide the kind of sophisticated legal services clients need in an increasingly inter-connected world, and the kind of services the new Stewart McKelvey was ostensibly formed to provide.
That said, Hayes realized McInnes Cooper & Robertson would have to adapt too if it was going to meet the challenges created not only by the emergence of Stewart McKelvey as a regional law firm but also by the all the other rapid changes taking place in the legal profession across Canada and beyond.
In September 1991, the firm’s partners gathered for a two-day retreat at White Point Beach Lodge on Nova Scotia’s south shore during which they had explored their options. While they quickly agreed they didn’t want to go the Stewart McKelvey partnership-of-partnerships route, they also agreed expansion throughout Atlantic Canada—but particularly St. John’s because of the offshore industry, and Moncton, which had begun to emerge as an economic engine in New Brunswick—must become an “urgent matter.”
The question then was how to accomplish it.
The most direct routes, of course, would have been to either merge with existing law firms in those cities or, alternatively, open branch offices of its own. Mergers were “a tough, tough sell,” Hayes says, “because lawyers were afraid, ‘Well, if that guy comes in, he might take my clients,’ or ‘I can’t practise with that fellow.’” But opening its own new offices in uncharted territory seemed equally daunting. In the end, “we sort of said, ‘OK, let’s take a baby step.’” They agreed that selected McInnes Cooper & Robertson lawyers would get themselves admitted to the bars in other provinces so they could represent the firm’s existing clients in those jurisdictions and, possibly, attract new ones.
But it quickly became apparent that accomplishing their “urgent” objective with just Halifax-based lawyers wouldn’t work. Within a year, the firm’s executive committee concluded that “the current plan of having a number of lawyers admitted to the New Brunswick bar is an insufficient response to our growth and that a Moncton presence should be a major priority and the focus for the firm’s geographic expansion.”
In 1993, the executive committee did approve a draft agreement in principle to form an alliance with an existing Moncton law firm but that deal fell apart before it could be consummated.
In the end, the firm’s first formal foray outside of Halifax was to Newfoundland. Wylie Spicer, one of McInnes Cooper & Robertson’s maritime and admiralty law specialists, had a major case in St. John’s, “so I was spending a lot of time over there and it just occurred to me that if the firm was ever going to get beyond Nova Scotia, we needed to start getting into other provinces.” In 1994, Spicer and two other lawyers—Tom Kendell and Dennis Clarke—opened the firm’s first satellite office in St. John’s. “We managed to get some decent-sized files,” Spicer recalls.
Meanwhile, George Cooper, who’d succeeded Larry Hayes as McInnes Cooper & Robertson’s managing partner, pushed forward with plans to open a “greenfield” Moncton office, this time in conjunction with Bob Radford, a solo practitioner Cooper had known since his university days. Radford wasn’t interested in becoming a partner but he was happy to work with the lawyers who would open the actual satellite office in order to provide McInnes Cooper & Robertson with the vital local market connections they would need to succeed.
The issue then became which of the firm’s Halifax-based lawyers should move to Moncton to set up the new office. Bernie Miller understood he might be a logical choice. He was young, a business specialist, had just made partner and was already licensed to practise in New Brunswick. He also wasn’t keen. Recalls Miller: “My first words at my first partners’ meeting—because I knew the Moncton office was being discussed—was, ‘I’m not moving to Moncton.’”
But when George Cooper put the question to him more directly, Miller adds with a laugh, he agreed to talk it over with his wife. Miller and his wife Helen—who had two soon-to-be-school-aged children at the time—visited Moncton to check out neighbourhoods and schools. They liked what they saw. They also liked the fact that Eric LeDrew, another recent partner—whose wife Shelly was already friends with Bernie’s wife—would also be moving to Moncton to establish the firm’s litigation practice. Perhaps it could be an adventure. “So I told George I’d do it, but only for two years and then come back.”
But by the beginning of 1998—not even halfway through his two-year agreement—Miller had stopped thinking of Moncton as a mere stopover on his road back to his real career in Halifax. “It was absolutely great,” he says of the job. “You had all the benefits of a of big firm and the feel of a small firm. I wasn’t the third or fourth person on the rung in terms of work and client contact. I was the first person.” Thanks to a coin toss—“I lost”—Miller had also become the unit manager of the new Moncton office, meaning he was part of the Halifax-based executive committee managing the firm’s overall operations. “Again,” he says, “that would be unusual for a seven-year lawyer in Halifax.”
For all that, Miller acknowledges that opening an office in a new city wasn’t easy. “We were still trying to establish a presence in Moncton so we’d actually be recognized as a law firm and not a travel agency.”
Having Frank McKenna’s name on the letterhead could be a game changer. “When we first moved up there, he was still a very popular premier and had that energizer attitude that follows him everywhere,” Miller recalls. “So we were always kind of intrigued with the thought—it was a bit of a dream—‘Wouldn’t it be great when Frank leaves politics if he wanted to come to back to law, if he came to McInnes Cooper?…’”
And now, suddenly, it seemed possible to turn that dream into reality. After hearing McKenna’s resignation announcement on his car radio that morning, Miller says, “I got really excited and rushed into the office. Eric was there and Wylie Spicer happened to be visiting the office that day, so the three of us huddled and we said, ‘We’ve got to be the first law firm to speak to him.’”
They went to see Bob Radford, the firm’s Moncton eminence gris who also happened to be a longtime friend and ally of the premier. “We told Bob we’d be really interested in just letting Frank know that, once he’s finished his duties as premier, that we’d be interested in having him join the firm,” Miller remembers.
Radford took the wind out of their sails. “No,” he explained, “Frank is going to join the Bank of Montreal. Frank’s going to be an executive. He’s not going to go back to law.”
Disappointed but not nearly as discouraged as they probably should have been, Miller and LeDrew spoke with George Cooper in Halifax who seemed equally keen—and far better placed to plant the necessary seeds.
George Cooper’s roots in McInnes Cooper & Robertson run deep. His father, Gordon, had been one of the firm’s named partners before his 1968 appointment to the bench. And, like McKenna, Cooper had also been a politician, having served as a member of parliament during Joe Clark’s short-lived Tory federal administration. Though he and McKenna were of different political stripes, Cooper says the “dirty little secret about politics is that once you’ve been elected, it sort of doesn’t matter what party it is any more. You’re part of the gang.”
Cooper wasn’t the first—or only—member of the firm who could claim to be part of the gang. Politics had been an integral part of the legal mix since the firm’s beginnings in 1859. Jonathan McCully, one of the founding partners, was a Father of Confederation. Hiram Blanchard, the other founding partner, was Nova Scotia’s first post-Confederation premier.
In addition to Cooper, McInnes Cooper & Robertson’s current roster of politician-lawyers also included Bernie Boudreau, a former Liberal Nova Scotia finance minister who’d recently signed on as counsel, and senior partner Stewart McInnes, who’d previously served as public works minister in Brian Mulroney’s federal Conservative government.
Like Cooper, Stewart McInnes’ family connection to the firm spanned generations. His grandfather, Hector, had been the first McInnes on the firm’s letterhead; Stewart’s father, Donald, and his brother, Hector, had also been partners. And Stewart had an even more direct personal political connection with Frank McKenna. As federal minister of public works, he and McKenna had worked together closely to make the Confederation Bridge between New Brunswick and Prince Edward Island a reality.
There were discreet inquiries, phone calls, suggestions and, finally, informal face-to-face meetings in Moncton involving McKenna, Radford, Cooper and Stewart to try to figure out if there could be a comfortable fit between McInnes Cooper & Robertson and the now former premier. Recalls George Cooper: “We said to Frank, ‘Look, we have a very particular model here, which we want to develop, and we think it’s a stronger model (than the Stewart McKelvey one). We want to close any gap there may be between ourselves and Stewart McKelvey. And we want you to be part of it.’”
Those meetings went well enough that McKenna agreed to sit down in November for a get-to-know-you luncheon-chat with Miller and LeDrew at the McInnes Cooper & Robertson’s offices in Moncton.
“If it’s not going well,” Miller joked with LeDrew before the meeting, “let’s take Frank out to lunch offsite, so at least people will see us with Frank McKenna and we’ll get something out of this.” He need not have worried. “Fortunately, it went well, so we never left the boardroom. We had sandwiches sent in.”
In spite of how well things had seemed to go that November day, they still hadn’t heard back from McKenna. Fall had become winter. Christmas had become a new year.
They assumed, allows Miller, that both Stewart McKelvey and Patterson Palmer, another major regional rival, had also made pitches to McKenna to convince him to become part of their operations. To further complicate matters, they knew too that McKenna was also being wooed by Bay Street firms, none of whom had a presence in Atlantic Canada. “I knew he was approached by Cassels Brock, which is (McKenna’s friend) David Peterson’s form in Ontario, and Oslers, and probably a few other large Toronto-based firms,” says Miller. If McKenna joined one of them, Miller realized, he would inevitably take a good chunk of new New Brunswick legal business with him.
The notion of Frank McKenna—as proud a New Brunswicker as you could imagine—delivering up Maritime businesses to Ontario law firms seemed “antithetical to the way Frank thinks.” But the silence was making everyone nervous. “We watched the media really closely,” Miller recalls, “and every interview that Frank gave we listened for clues.
“We thought we’d have an answer from him by Christmas time. That was the understanding. And we didn’t. Christmas came and went and no word from Frank, so we figured that was it. He was going to be doing something else.”
In truth, it wasn’t that Frank McKenna wasn’t interested in joining McInnes Cooper & Robertson. He was. In fact, he was excited at the prospect of being part of a firm that could not only boast such a long, storied local history but one that also had ambitions to make itself over into a dynamic regional firm positioned to compete for business nationally.
His hesitation was of an entirely different sort. “I’d been advised to take my time,” he recalls today. “I’d spent 10 years in politics and I’d gone at it hard. When you’re in the middle of it, you can’t afford the luxury of thinking about what you’re going to do after because that could influence how you do your job, and I refused to draw back that veil.”
As soon as he announced his retirement from politics, he allows, he was “deluged” with offers. Over the course of his first year after leaving office, in fact, McKenna would entertain more than 75 offers to sit on corporate boards or join consultancies, and talk with close to a dozen law firms—“several regional, but mostly national,” he says now—about why he should join them.
“I knew that I wanted to take some corporate boards,” McKenna explains. “And I knew I wanted to sit as counsel to a law firm.”
While the national legal firms made more lucrative offers, money wasn’t McKenna’s sole—or even most important—consideration. “I didn’t want to be going to a staid, conservative institution,” he says. “I wanted my next life to be like politics, to be the same as being premier. I wanted to go to someplace that was ambitious, activist.”
He also knew that his heart—and his expertise—was in Atlantic Canada. “I wanted to be involved with a regional law firm, and I liked what the people at McInnes Cooper were saying,” McKenna says today. “I was very impressed with their story. And I had a few ideas of my own on how they could more quickly become a major regional law firm that could also compete nationally.”
It didn’t hurt either that McKenna and his wife Julie had already independently decided to relocate from his political base in Fredericton to a new beachfront home they were building into a bluff above Friel Beach at Cap-Pelé on the Northumberland Strait, just a half-hour’s drive from Moncton.
Better, McKenna had been very impressed by McInnes Cooper & Robertson’s Moncton lawyers. “Bernie and Eric may have come from Halifax,” he explains now, “but they could have been born in New Brunswick. They knew the bar, they knew the province. And they were strongly competent as lawyers, as visionaries.”
So why hadn’t he made the call?
Well, he says now, he’d been listening to advice from two political friends—Alberta’s former premier, Peter Lougheed, and Ontario’s former premier, David Peterson—who had already made the transition from politics back into the private sector. “They told me, ‘Don’t do anything quickly.’ The offers will be there a month from now, six months from now.”
And so, between entertaining employment offers, Frank McKenna had used his time since leaving politics to finally simply savour some of the sweet joys of private life. He’d had the chance to spend time with Julie and the kids. In November, he’d traveled to South Africa to talk to African politicians about the lessons they might learn from “the New Brunswick experience.” In December, he and Julie had flown to Jamaica for a Christmas vacation.
Back home at the beginning of the new year, however, Frank McKenna was already anxious to get back into the fray.
It was time.
He picked up the telephone.
On January 12, 1998, McInnes Cooper & Robertson issued a simple 335-word media release through Canada Newswire. “FRANK MCKENNA JOINS MCINNES COOPER & ROBERTSON” it proudly announced.
“We didn’t want him to change his mind,” jokes Bernie Miller today.
The official announcement had come just three months after he had stepped down as premier and one week before his 50th birthday. Frank McKenna was more than ready to get started on his new career.
Doing? Explains George Cooper: “I said to him, ‘OK, Frank, we’ve got this deal done, and we’ve signed the agreement and it’s good, but there’s only one condition. Under no circumstances are you to practise any law.’” Cooper laughs. “To which Frank said: ‘Of course. I never had any intention. Do you think I’m crazy?’”
Though that wasn’t totally true, McKenna is forthright when asked about his role at his new employer. “I think the folks at McInnes Cooper saw two roles,” he explains today. “The first was business development, which was consistent with my role as premier. I like selling, I like marketing. I could say to companies, ‘Well, yes, I’ll be on your board but you should think about my law firm too.’
“Secondly, I was there to assist with the firm’s growth strategy. McInnes Cooper already had a beachhead in New Brunswick when they added me and they had an office in Newfoundland. The seeds [of a regional firm] were there, but organic growth was going to take a long time. It was clear that consolidation was taking place in the legal business and the way to grow was to take advantage of that and grow by merging, really by acquisition.”
To hasten the process, McKenna offered McInnes Cooper & Roberston his connections—and his credibility. “I knew Bruce Eddy and Lenny Hoyt in Fredericton, Tom O’Neill in Saint John, and I knew the people at Chalker, Green in Newfoundland. I was able to get in doors and help develop relationships.
He certainly did all of that.
But McKenna also saw a third important role for himself in his new firm. “I wanted to pay my own way,” he says simply. “It was an obsession I developed growing up on a farm. You needed to be able to pay your own way to university, to whatever. When I joined McInnes Cooper, people at the firm said not to worry, your job isn’t to bring in money, it’s to bring in clients. But I was determined to bring in more than I was paid every year.” He pauses. “And I think I did that,” he says proudly.
He did. But his most significant and far-reaching contribution to the firm was to change fundamentally McInnes Cooper & Robertson’s growth strategy. “Our aversion to growing by merger came to an end,” Bernie Miller says simply.
“Look,” McKenna had told them, “if you grow the way you’ve been growing, it’ll take you 10 years to get to where you want to be. You can get to where you want to be quicker, but you’ve got to give up some of this [idea] that you just take the McInnes Cooper & Robertson model and grow it throughout the region. Put a little water in your wine. Give up on that and start to grow by merger and take the opportunity to meld a new culture for the firm—rather than the Halifax culture, a regional culture.”
Today’s McInnes Cooper (it dropped the “& Robertson” in 2001) is the very successful end result. The firm has transformed itself from a modest regional firm with 45 partners and 20 associates in three offices in three provinces into one of Canada’s 20 largest law firms, boasting more than 100 partners, 90 associates and more than a dozen counsel in seven offices in four provinces, along with a support staff of close to 270.
McInnes Cooper was also, and perhaps not coincidentally, recently named by Progress magazine as one of the 25 best companies to work for in Atlantic Canada.
Without question, McInnes Cooper has come a long way from its humble Halifax origins 150 years ago.
 The new firm, McCarthy Tétrault, was the end result of a merger of McCarthy & McCarthy of Toronto, Clarkson Tétrault of Montreal, Shrum Liddle & Hebenton of Vancouver, and Black & Company of Calgary.
 Mingo, a legendary Nova Scotia lawyer, got his start as an article clerk at McInnes Cooper.
 Spicer says he realized he had inherited, at least in part, the firm’s historic maritime law legacy when then-senior partner “Donald McInnes came into my office one day. He had these two little tin ships with him and he gave those to me and he said, ‘Wylie, I think you’re going to be taking over the admiralty section. I’m going to give you these two little tin ships. These are the actual models that were used in the shipping inquiry following the Halifax Explosion.’ He gave those to me and they are still sitting on the windowsill in my office. So that was pretty special.”
 Ironically, McKenna—in addition to his role at McInnes Cooper—also became a consulting counsel at Osler, the giant Bay Street firm. But that worked out well for McInnes Cooper too. Because of McKenna’s loyalty to his regional firm, explains Stewart McInnes, “all the Osler (regional) work came to McInnes Cooper.”