By Stephen Kimber
If you want to follow the stuttering steps back to the origin story for last year’s jaw-dropping billion-dollar deal—the one in which seven Mi’kmaq First Nations acquired a half interest in fishery giant Clearwater Seafoods Inc.—you could do far worse than start with the Marshall decision. No, not that one. I don’t mean to suggest the Marshall case you’re most likely thinking of—the landmark 1999 Supreme Court of Canada decision recognizing the legitimacy of 250-year-old treaties that guaranteed Indigenous hunting and fishing rights—wasn’t significant. It was, and it is.
But I’m thinking of another, even earlier landmark case, also involving Donald Marshall, Jr. That case coincidentally changed the life of yet another young Mi’kmaq man, setting him off on a career course that would eventually transform the economy of his Membertou First Nation and, now, the future of the entire Atlantic fishery.
That young man was Terry Paul, best known today as the long-time band chief of the Membertou First Nation and the architect of the Clearwater deal.
But let’s start with the Cliff’s Notes version of my suggested original origin-story court case. In 1971, Donald Marshall, Jr. was wrongly convicted of murdering a Black friend. He spent 11 years in prison before finally being exonerated in the late 1980s by a royal commission that blamed systemic racism and an unequal justice system for his incarceration.
Like Donald Marshall, Terrance Paul was born in Membertou, the Indigenous reserve in Sydney, Cape Breton. He was born there in December 1951, just a few years before Marshall.
When he was four, Terry was shipped off to Shubenacadie, a justly notorious Indian residential school. Officially, he spent three years there. “My memory,” he says now, “tells me it was four years.” Given the too- casual brutality he endured and the too-common attempts to silence his language and erase his Indigenous culture, it must have seemed like a lifetime to a displaced little boy.
Returning home to Cape Breton, Terry remembers a sunny day, remembers a woman driving him to Chapel Island, another reserve, where he was being sent to live with a foster family. By then, he had become so disconnected from his own life, he says, “I didn’t realize that the woman driving the car was my mom.”
In retrospect, however, he now believes he was fortunate to have grown up as a foster kid, bouncing from rural band to rural band. Fortunate? “I say fortunate because language and culture were more important on rural reserves. I got to learn about my own culture.”
As a teenager back in Membertou, Terry and Junior, as Marshall was known, came of age on the reserve’s hardscrabble urban-rural streets. They often hung out together. Junior’s best friend was Terry’s uncle. “Growing up,” Terry says with a laugh today of his own complicated family life, “I thought he was my brother.” Terry also played hockey with Sandy Seale, the young Black man Marshall would later be accused of killing.
Even before the murder, life was difficult for the residents of Membertou, one of Canada’s few urban reserves. Residents didn’t finally get indoor plumbing until the sixties, and he remembers “the arrival of the first streetlights as a cause for celebration.” Although the reserve had once nestled along the water’s edge, the federal and local powers that were conspired to “relocate” it to a landlocked site early in the twentieth century “because Indians were a hindrance to progress.”
In the 1940s, according to an academic case study entitled “Fostering Indigenous Entrepreneurship,” the federal government set out to relocate “every Mi’kmaq from non-Aboriginal towns and villages to remote locations mainly because of the concerns of ‘white’ people.” While that scheme was a total failure and was abandoned in 1949, two years before Terry Paul was born, the attempt itself helped make plain to everyone Membertou’s place in the larger society.
Landlocked, isolated, impoverished, discriminated against, Membertou’s young people had two choices, Paul says today: “leave for work or stay for welfare.”
That awful dilemma got even worse after Marshall’s murder conviction. “People of all colours turned against us,” Terry remembers.
After Marshall’s conviction, Paul knew it was time to make his own choice, and that there really was no choice in the matter. He quickly left for the Boston States, as New England was known to generations of poor Nova Scotians seeking better opportunities. “I got work there right away.”
He gravitated to Boston’s fledgling North American Indian Center, which billed itself as “the hub of social and civil rights activities for the American Indian community in Boston.” Although Paul hadn’t graduated from high school, he soon signed up for center-sponsored courses to learn about business and finance. In the process, he notes, he got “great help” from Indigenous leaders at the center and mentoring from advisors at nearby universities. They began to recognize his leadership potential. “I’ve always been community minded,” Paul says today. “Even working summer jobs back on the reserve, I would always end up as the supervisor in the white helmet.”
By the mid-seventies, he had been hired as the Indian Center’s director of finance. It was a “really good job,” but Paul was also “really, really homesick.” One Friday night, he remembers being at the airport bar in Montpelier, Vermont, on his way back to Boston from some assignment for the center. “I’m sitting there having a sip of beer and I’m looking out at the mountains and seeing birds chirping. The bartender tells me, ‘Those are the Green Mountains.’ And I said, ‘Holy god, they look a lot like Cape Breton.’” He laughs. “And that’s where things went downhill for the States and uphill for Cape Breton.”
By 1981, he had landed a job back in Cape Breton as the economic development officer for the Membertou band council. Three years later, he was elected chief. Thirty-six years and nine elections later, he’s still the chief.
When Terrance Paul was first elected, he inherited a First Nation smacking up against a daunting $1-million annual deficit on a $4-million-a-year budget, “99 per cent of which” came from government transfers. “If you are in debt,” Paul explained, “you have a noose around your neck, and the federal government controls all your decision-making power.” Worse, there were few controls in place to help figure out where the money was going. Paul determined early on that Membertou would defy conventional white stereotypes about poor, mismanaged reserves; he would get his community’s financial house in solid fiscal order.
But he was determined to do much more than just fix the band’s finances. “I had a vision,” he says simply today. It was a grand vision, a seemingly impossible dream. He wanted Membertou to become self-sufficient, in part by focusing on educating its young people and in part by luring some of those who’d already left, become educated and successful elsewhere to return home to assume leadership roles in Membertou.
When Paul became chief, barely 30 per cent of local young people graduated high school. Today, about 90 per cent do. Between 1986 and 2001, according to Statistics Canada, Membertou’s population also grew by 72 per cent. Although Paul insists he always hired “the best people without regard to background” for jobs on the reserve, his emphasis on education as well as luring back those best and brightest meant many of the “best people” also happened to be members of the Membertou community.
One of them was Bernd Christmas, the first Mi’kmaq in Canada to graduate from law school. In 1995, he left a promising career at a white-shoe Bay Street law firm to return to Membertou to become its first CEO. Another was Dan Christmas, now Senator Daniel Christmas, who became a senior band advisor in 1997.
Over the next decade, they helped transform the community, striking business deals with national and international companies like Lockheed Martin, Sodexho Canada, SNC-Lavalin, Grant Thornton and—significantly—Clearwater. Membertou became the first Indigenous community in the world to win ISO 9001 certification and even briefly opened a “satellite” corporate office in a Halifax business tower “to position itself to play a more aggressive role in the business world… to become more self-sufficient while lowering its dependence on federal subsidization.” Membertou’s corporate division quickly grew strong enough to open a second corporate office back in Membertou and eventually “to bring their Halifax-based workers home.”
Perhaps not surprisingly, the Council for the Advancement of Native Development named Membertou its National Business/Community Economic Developer of the Year in 2003.
Today, Membertou boasts revenues of close to $70 million a year, is investing in a new shopping and commercial district and operates more than a dozen community-owned business ventures, including a casino, as well as hospitality, tourism and fisheries ventures. It employs more than 600 people out of a community population of 1,700, making it one of the largest employers—and commercial taxpayers—in the Cape Breton Regional Municipality.
While close to $20 million a year still comes into the reserve from Ottawa in the form of transfers, Terrance Paul’s ultimate goal continues to be to slash that to zero as soon as possible. Which is where his blockbuster deal to acquire Clearwater enters the picture.
Circle back to the early 1990s. Membertou’s finances were still a mess—“we’d reached our bottom,” Paul recalls—and the band council was scrambling to get advice from experts beyond its borders. One of the many businesspeople it reached out to was John Risley, the co-founder of Halifax-based but world-ambitious Clearwater Seafoods. Risley made a presentation to the band council on preparing financial statements and making sure they were transparent. (Today, the band council’s audited statements are delivered to every home in Membertou every year.)
Paul was impressed. “John is really open,” he says today. “People don’t realize how much he gives. And he’s always several steps ahead of everybody,” he adds, especially when it comes to seeing future possibilities. Over the years, the two men would meet occasionally at events like charity golf tournaments and even sometimes get together for social-business conversations with Risley’s Clearwater co-founder, Colin MacDonald. “We’d talk about the possibilities of Membertou getting more access and working with them on things.”
It was the beginning of an unlikely but logical collaboration. Historically, fishing has been the underpinning of the Mi’kmaq economy, culture and community, even in landlocked Membertou. By the time of the 1999 Supreme Court decision affirming Indigenous fishing rights, in fact, about 50 per cent of Membertou’s then $12-million budget came from fishing and related activities.
But because the Supreme Court had failed to define what constituted what it described as a right to a “moderate livelihood” or how all the moving pieces of the fishery could mesh together, everyone—Ottawa, First Nations, the commercial fishing industry—struggled to figure out the path forward. By then, Clearwater had already become one of North America’s largest vertically integrated seafood companies, claiming the most shellfish licenses and quotas in Canada.
“At first, we misunderstood one another,” Paul says of his community’s evolving relationship with Clearwater. “But as we began to see each other’s vision of how fishing should be done, we recognized many similarities in our approaches. We quickly realized that we both rely on the science behind fishing and conservation, and that we had a lot to teach one another. With this in mind, we decided it would be best to work with each other rather than against each other.”
Clearwater helped the Mi’kmaq acquire additional commercial fishing licences to grow their quota, while band members from Membertou found work at Clearwater’s Glace Bay fish plant. Clearwater even marketed a Membertou line of snow crab.
And then along came the Great Arctic Surf Clam Controversy of 2017.
In the fall of that year, Ottawa had unveiled what it described as one of its “signature acts of Indigenous reconciliation.” It announced plans to take back one-quarter of the lucrative $92-million Arctic surf clam quota then monopolized by Clearwater and offer it instead to an indigenous-controlled bidder in order to help create “middle-class jobs” in the region’s First Nations.
In response, Clearwater teamed up with a coalition of Nova Scotia Mi’kmaq communities to submit their own bid for the newly available quota. It did not go as hoped. The government initially chose another Indigenous-commercial consortium, but the whole affair was so badly botched—with allegations of conflict of interest, corruption and an opaque bidding process—that Ottawa, without explanation, soon scuttled that contract while vaguely promising it would begin the process all over again someday…
Instead, in March 2019, Clearwater announced it had struck its own voluntary, landmark, 50-year deal with the region’s Mi’kmaq on the future of the surf clam licences. The agreement, explained Membertou’s Paul who helped negotiate it, “proactively distributes millions of dollars in revenue-sharing and capacity-building benefits from the offshore clam fishery to all our 14 First Nations” in Atlantic Canada, including the Miawpukek First Nation of Newfoundland and Labrador.
“Nothing like this has been done in the industry before at this level of collaboration between a traditional commercial player and First Nations partners,” boasted Clearwater CEO Ian Smith at the time. “It builds on our existing relationships, and we are incredibly proud to be partnering with First Nations in Atlantic Canada to take this forward.”
Today, Paul is convinced that almost losing part of its surf clam quota spurred Clearwater’s founders to rethink their own—and their company’s—future in the coming era of Indigenous reconciliation in Canada. “They didn’t say that,” Paul is quick to point out. “Nothing happened at the time. But I think things started then.”
John Risley did not exactly challenge that assumption. After Clearwater had been sold to the First Nations-led consortium, he told local journalists that the sale removed the “target” on Clearwater’s back. “No one is going to be talking about taking things away from the First Nations, and that is very good for the company.”
Almost before the ink dried on the surf clam deal, in fact, Clearwater announced it was putting itself up for sale and would consider offers for every outcome from an outright sale or merger, to joint ventures and licencing deals.
While that process played out in the midst of the COVID-19 pandemic, Clearwater continued to test the waters of future First Nation collaboration. In September 2020, the company announced it had agreed to sell two of its valuable offshore lobster licences to the Membertou Development Corporation for $25 million. CEO Smith again praised the deal as “a model of cooperation, with the commercial fishing industry and First Nations working together as equal partners to build value and opportunity for local communities.”
The following month, Chief Paul was invited to sit down for a friendly, is-there-a-deal-somewhere dinner with John Risley and Colin MacDonald. Recalls Paul: “They both said they were at an age—they’re both over 70—and their children weren’t interested in following their fathers into the fishing business… They wanted some kind of succession plan. Since they had a good relationship with me,” Paul adds, “they allowed us to be in the picture.”
But, given that Clearwater was now a hugely successful multinational company with annual sales of $600 million in 48 different countries around the world, the question was where, if anywhere, Membertou could fit itself into a newly imagined Clearwater picture. Membertou could not afford to buy the company on its own.
To nudge the collaborative process forward, Paul says, Risley quietly encouraged some of the major commercial fishing companies he knew were sniffing around to partner with Indigenous groups on their bids for Clearwater.
Meanwhile, Terry Paul—who’d brought in other Mi’kmaq First Nations as partners in the earlier acquisition of Clearwater’s offshore lobster licences—returned to ask if they’d be up for signing on if he could arrange a much bigger deal. “I told them there’s a possibility—a good possibility—we can acquire this company.” In the end, seven bands would become part of the First Nations consortium that acquired Clearwater: the Membertou, Paqtnkek, Pictou Landing, Potlotek, Sipekne’katik and We’koqma’q bands in N.S. and the Miawpukek in N.L.
If they could navigate the larger deal, Paul already knew the First Nations Finance Authority—a self-governing non-profit set up to “provide First Nation governments investment options, capital planning advice and, perhaps most importantly, access to long-term loans with preferable interest rates”—would be on board too.
But they would still require a non-Indigenous partner with equally deep pockets — and commitment. “We knew we couldn’t do it ourselves,” Paul says. “It was just too big. So, we talked to a number of potential partners, companies, business organizations, funds, pension funds.”
The biggest stumbling block was always Paul’s insistence on his ultimate goal—that “vision” he’d brought with him into the chief’s job back in 1984. “We can start out with any amount,” he would explain to his potential partners, “but we want a clear pathway where we end up with 100 per cent ownership of the company.” He stops, laughs. “None of them would really accept that premise, so they all walked away. Every one of them.”
Chief Paul remembers being “very nervous… overly anxious… feeling a deep foreboding in my stomach” when he realized where his insistence might lead. “It was like, ‘Oh my god. Things ain’t going to work out at all.’”
He’d come so close… Days passed. Nothing. Nada. Not a word.
And then, unexpectedly, Paul got a call back from officials at Vancouver-based Premium Brands Holding Corporation. Premium, a specialty food manufacturer had been gobbling up U.S.-based shellfish companies as part of its ambition to consolidate the North American lobster sector. Perhaps not surprisingly, it had been one of the keen potential bidders for Clearwater. It was clearly interested in adding the company—which it had described as “a world-class seafood company with a great management team, best-in-class products and a globally respected brand”—to its own shellfish stable. But, like the others, it had balked at Terry Paul’s tough-minded terms and walked away.
Now it had returned with a counteroffer. “Let’s go 50-50,” Paul remembers Premium suggesting. “You’ll own the quotas, and you’ll own 50 per cent of the company with your investment.”
But the deal was still far from done. Remembers Paul: “They were talking to our lawyers and our accountants, and then their lawyers and their accountants, and going back and forth.” He laughs. “I can confidently say that my best friends, besides my wife, are my lawyer and my accountant.”
Finally, in early November 2020, the two sides reached a mutual understanding. Premium “understood why we were doing what we were trying to do. And they respected that.” But then they also asked Paul to give their company “some credit for what they’ve been able to do and their corporate philosophy. So, we really dug and began to look at what they’ve actually done and their track record, and we were just blown away.” Premium’s motto—and its reputation—was to “‘buy good companies and make them much better.’ We were absolutely impressed. And that’s what we expect with this company.”
By the time the accountants and the lawyers and the bookkeepers were done tinkering, t-crossing and i-dotting, the newly formed Mi’kmaq First Nations partnership and Premium Brands had each acquired half-ownership of Clearwater in a $769-million cash deal that was actually worth $1 billion, including debt. The First Nations Finance Authority agreed to loan the First Nations group $250 million over 30 years, making it the single largest investment by any Indigenous group in the country in Canada’s seafood industry.
“This deal is a transformational moment for all participating communities,” Chief Paul told CBC News after the official announcement on November 9, 2020. “We will now have access to the offshore fishery from an ownership position.” His vision had paid off. “We’re a player now. In order to be in business, you first have to play the game. You have to play to win, and we won.”
Chief Terrance Paul laughs. “I still don’t believe it,” he tells me. “I mean, it’s hard to believe, a guy, a chief from Membertou, acquiring a billion-dollar company in the middle of a pandemic.” He shakes his head as if to convince himself it’s really true. “As of today, I have not even met our partner personally.”
It is now late February 2021. The month before, Clearwater’s shareholders blessed the deal—99.98 per cent voting in favour—the Competition Bureau offered no objections, and the Supreme Court of Nova Scotia took all of 20 minutes to add its seal of approval. Intoned Justice Christa Brothers: “Hearing that there has been no filing of any dissent, no notice of dissent and that there has been an overwhelming vote in favour of it, I am prepared to grant the order today.”
The question still being answered is: what now? Everyone, including Terry Paul himself, is adjusting to the head-spinning realities of the acquisition followed by the thousand-possibility paths forward for Clearwater, for Premium and especially for Membertou. While Clearwater’s current management will stay in place and Clearwater vessels continue to fish under existing licences, a new board of directors (with four members from Premium and four from the First Nations) will be appointed to pilot Clearwater’s future.
For Terry Paul, the first priority will be to leverage the acquisition to immediately create more jobs in First Nations communities. The company will hire “an Indigenous HR person who will spend 100 per cent of their time” not only finding positions in Clearwater for qualified First Nations workers but also figuring out what training will be needed to make sure future openings—from deckhand to CEO—can be filled by Indigenous candidates.
Beyond that, Paul wants to use Clearwater revenues to help fund Mi’kmaq housing and education initiatives. “One of our greatest pillars in Membertou has been the education of our people. I feel that this acquisition helps our children to think better about the future, and that they do have a future.”
Beyond that again… There is Terry Paul’s vision. He wants to be able to say to Ottawa: “Take your money and give it to some other Indigenous group because we’re okay, we don’t need it… Not only are we able to sustain and look after ourselves but we can contribute to the bigger economy too.” He pauses, thinks for a moment. “I think we’re well on our way.”
As for Paul himself? He’s almost 71, well past the point when many of his peers have happily settled into retirement. “I’ve been telling people, ‘I hope this is my last term,’” he allows. While he intends to “always be active,” he adds with a smile that there’s another vision he’d like to make come true now. “I always joke around that I’d like to end up on a boat in the Bras d’Or Lakes when they discover the Oak Island treasure is actually buried in Cape Breton. We can all work together and dig it up!”
Far-fetched? No more than a chief from Membertou acquiring a billion-dollar company in the middle of a pandemic.
This story originally appeared in Atlantic Business Magazine. You can subscribe here.