Carol Lyons 

Co-Chair, Insurance, Financial Services Regulatory
Toronto  t: 416.307.4106  |  e: carol.lyons@mcmillan.ca

Carol Lyons

Toronto
Brookfield Place, Suite 4400
181 Bay Street
Toronto, Ontario M5J 2T3

t: 416.307.4106
e: carol.lyons@mcmillan.ca

overview

  • Partner since 1994
  • Member of the firm's Insurance Group and Financial Services Regulatory Group

Carol Lyons is a corporate/commercial lawyer and the emphasis of her practice is on transactional work. She advises clients on establishing businesses in Canada, mergers and acquisitions, corporate reorganizations, formation of strategic alliances (including divestment/outsourcing of business functions) and contract procurement, including requests for proposals (RFPs).

Carol specializes in working with clients in the insurance, health care and other regulated industries. Her practice includes assisting insurers and reinsurers with the regulatory approval process in the context of transactions and other corporate changes as well as advising on regulatory compliance generally. She also advises on corporate governance and pension law matters.

In 1993 Carol was seconded to IBM Canada Ltd. for one year as legal advisor to IBM Business Development.

Carol Lyons acted as corporate secretary for two property and casualty insurance companies from 1989 to 1994 and is currently chair and sits on various committees of a leading Canadian reinsurance company. She is also an advisory board member and audit committee member of an Ontario insurance reciprocal. Carol is a past board member of Learning Disabilities Association of Ontario and participates in other charitable boards.

Representative Matters

Carol's transactional work includes:

  • Routinely assisting corporations in a variety of industries/sectors with incorporation and licensing, mergers, acquisitions and divestitures, corporate reorganizations, jurisdictional changes as well as divestment/outsourcing of business functions
  • Regularly advising with respect to commercial contractual matters, including procurement of goods and services, formation of joint ventures and strategic alliances

Carol's regulatory and corporate governance work includes:

  • Routinely assisting domestic and foreign insurance and reinsurance companies in connection with incorporation and licensing of Canadian subsidiaries, qualification, licensing, run-off and closure of Canadian branch operations as well as portfolio transfers, reorganizations and amalgamations
  • Advising insurers, reinsurers and insurance intermediaries with respect to statutory compliance and required regulatory approvals in a variety of contexts, including transactional and operational matters and related-party transactions
  • Reviewing and drafting reinsurance agreements (including assumption, indemnity and co-insurance)
  • Drafting and negotiating affinity arrangements
  • Assisting corporate counsel and boards of directors with the preparation and implementation of board and committee governance handbooks and related policies and documents
  • Regularly advising health care (e.g. community care access centre corporations), government-funded organizations, with commercial matters, procurement and corporate governance

Presentations

The 10 Most Important Issues General Counsel Should Know About Risk Transfer Involving Insurance

Publications

The "20% rule": Quebec's New Bill 150 clarifies the distinction between damage insurance "agencies" and "brokerage firms"
Cybersecurity – The Legal Landscape in Canada
Much awaited Bill 141 promises to shake up legislation regulating insurance, financial services and real estate and mortgage brokers in Quebec
The International Comparative Legal Guide to: Insurance & Reinsurance 2017
OSFI's Final Guideline on ORM is Less Prescriptive and Levels the Playing Field
OSFI Publishes Letter regarding the Tightening of its Supervisory Expectations for Mortgage Underwriting
Mitigating Cyber Risk and Cybersecurity Insurance
The International Comparative Legal Guide to: Insurance & Reinsurance 2016
Does Canada need a terrorism risk insurance scheme?
OSFI Publishes Letter on Plans to Update Capital Requirements for Residential Mortgages
New OSFI Guideling on Operational Risk Management
Does Canada need a terrorism risk insurance scheme?
Developments in cyber-risk insurance coverage
Cyber risk insurance: driving the risk management process
Does Canada need a terrorism risk insurance scheme?
Developments in cyber-risk insurance coverage
Cyber risk insurance: driving the risk management process
Industry healthcheck: current landscape
Insurance Intermediation Activities and Insurance Intermediaries
New OSFI Guideline on Operational Risk Management
OSFI Publishes Draft of Revised Guideline for Minimum Capital Test for Federally Regulated Property and Casualty Insurance Companies
Final Demutualization Regulations Published
OBSI and ADRBO Approved as Banking External Complaint Bodies
The Feeling's "Demutual"
Draft Federal Legislation Released for Demutualization of Property and Casualty Insurance Companies
Upcoming Changes to Saskatchewan Insurance Legislation
OSFI Developments Toward a New Life Insurance Capital Framework
OSFI's Revamped, Risk-Based MCT Guideline in Place for 2015
OSFI Releases Draft Leverage Requirements Guideline
IBA Insurance Committee Substantive Project 2014: The Duty of Utmost Good Faith: Canada
OSFI Updates Guidance on Regulatory Compliance Management
OSFI Issues New Draft Guideline On Residential Mortgage Insurance
IMF Financial Sector Stability Assessment May Give Rise to Changes in Insurance Regulation in Canada
OSFI to Require Advance Notification of Changes to Board Membership/Senior Management
Establishing an Insurance Business in Canada
unlicensed insurance in Canada
Ontario implements administrative monetary penalties in the insurance sector
Canadian insurance regulators provide recommendations on electronic commerce
Canada initiates ORSA (and other recent regulatory developments)
OSFI clarifies expectations for implementation of revised corporate governance guideline
OSFI issues new draft corporate governance guideline
upcoming changes to Ontario's insurance regime: FSCO to require Ontario incorporated insurers to transfer jurisdictions
implementation of reinsurance security agreements: an update and new guidance from OSFI

News

McMillan Lawyers Contributed to Six Practice Areas in the International Comparative Legal Guides (ICLG)
McMillan contributes Canadian chapter to The International Comparative Legal Guide to Insurance & Reinsurance 2016
Carol Lyons publishes two cyber risk articles on International Law Office
Carol Lyons participates in Insurance & Risk Management Roundtable 2015
Carol Lyons and Philip Vineberg published in International Law Office newsletter
New Saskatchewan insurance statute in the works
Stacey Daub of Toronto Central CCAC recognized for her outstanding leadership in client-centered care
Carol Lyons appointed Chair of SCOR Canada Reinsurance Company

Education

  • University of Toronto, JD - 1987
  • University of Toronto, BA - 1984

Year Of Call

  • Called to the Ontario bar - 1989

Practices

financial services
insurance
business formation
mergers and acquisitions
corporate governance
regulatory compliance
business law
pensions
cybersecurity

Industries

banking, finance and insurance
insurance
funds
service industries
healthcare

Directorships and Professional Associations

  • Chair, SCOR Canada Reinsurance Company
  • Audit Committee/Conduct Review and Corporate Governance Committee member, SCOR Canada Reinsurance Company
  • Advisory Board and Audit Committee member, an Ontario insurance reciprocal
  • Past Director, Learning Disabilities Association of Ontario
  • Canadian Bar Association
  • Ontario Bar Association
  • Law Society of Upper Canada
  • Women's Law Network – Insurance Law

Awards & Rankings

  • Named Insurance & Reinsurance Lawyer of the Year - Canada by Corporate LiveWire Global Awards 2015
  • Listed in Practical Law Company's PLC Cross-border Insurance and Reinsurance Handbook as a recommended practitioner in Insurance (non-contentious)

Media Mentions

vcard
  • Partner since 1994
  • Member of the firm's Insurance Group and Financial Services Regulatory Group

Carol Lyons is a corporate/commercial lawyer and the emphasis of her practice is on transactional work. She advises clients on establishing businesses in Canada, mergers and acquisitions, corporate reorganizations, formation of strategic alliances (including divestment/outsourcing of business functions) and contract procurement, including requests for proposals (RFPs).

Carol specializes in working with clients in the insurance, health care and other regulated industries. Her practice includes assisting insurers and reinsurers with the regulatory approval process in the context of transactions and other corporate changes as well as advising on regulatory compliance generally. She also advises on corporate governance and pension law matters.

In 1993 Carol was seconded to IBM Canada Ltd. for one year as legal advisor to IBM Business Development.

Carol Lyons acted as corporate secretary for two property and casualty insurance companies from 1989 to 1994 and is currently chair and sits on various committees of a leading Canadian reinsurance company. She is also an advisory board member and audit committee member of an Ontario insurance reciprocal. Carol is a past board member of Learning Disabilities Association of Ontario and participates in other charitable boards.

Carol's transactional work includes:

  • Routinely assisting corporations in a variety of industries/sectors with incorporation and licensing, mergers, acquisitions and divestitures, corporate reorganizations, jurisdictional changes as well as divestment/outsourcing of business functions
  • Regularly advising with respect to commercial contractual matters, including procurement of goods and services, formation of joint ventures and strategic alliances

Carol's regulatory and corporate governance work includes:

  • Routinely assisting domestic and foreign insurance and reinsurance companies in connection with incorporation and licensing of Canadian subsidiaries, qualification, licensing, run-off and closure of Canadian branch operations as well as portfolio transfers, reorganizations and amalgamations
  • Advising insurers, reinsurers and insurance intermediaries with respect to statutory compliance and required regulatory approvals in a variety of contexts, including transactional and operational matters and related-party transactions
  • Reviewing and drafting reinsurance agreements (including assumption, indemnity and co-insurance)
  • Drafting and negotiating affinity arrangements
  • Assisting corporate counsel and boards of directors with the preparation and implementation of board and committee governance handbooks and related policies and documents
  • Regularly advising health care (e.g. community care access centre corporations), government-funded organizations, with commercial matters, procurement and corporate governance
October 2017
Cybersecurity – The Legal Landscape in Canada

Cybersecurity Bulletin

August 2017
Insurance and Reinsurance in Canada: Overview

Thomson Reuters

July 2016
OSFI's Final Guideline on ORM is Less Prescriptive and Levels the Playing Field
Insurance, Financial Services & Financial Services Regulatory Bulletin
July 2016
OSFI Publishes Letter regarding the Tightening of its Supervisory Expectations for Mortgage Underwriting
Financial Services and Financial Services Regulatory Bulletin
June 2016
Insurance and reinsurance in Canada: overview

Practical Law. A Thomson Reuters Legal Solution

May 2016
Mitigating Cyber Risk and Cybersecurity Insurance

Cybersecurity Bulletin

January 2016
Does Canada need a terrorism risk insurance scheme?

Canadian Journal of Insurance Law
TerraLex

December 2015
New OSFI Guideling on Operational Risk Management
National Banking Law Review
December 2015
Does Canada need a terrorism risk insurance scheme?
Insurance Bulletin
December 2015
Developments in cyber-risk insurance coverage
Insurance Bulletin
December 1, 2015
Does Canada need a terrorism risk insurance scheme?
International Law Office
TerraLex
October 27, 2015
Developments in cyber-risk insurance coverage
International Law Office – Insurance Canada Newsletter
October 20, 2015
Cyber risk insurance: driving the risk management process
International Law Office – Insurance Canada Newsletter
October 6, 2015
Industry healthcheck: current landscape
International Law Office – Insurance Canada Newsletter
September 2015
Insurance Intermediation Activities and Insurance Intermediaries

International Bar Association
(co-author of Canadian section)

September 2015
New OSFI Guideline on Operational Risk Management
Insurance Bulletin
August 2015
Round table: Insurance & Risk Management 2015
Corporate LiveWire
August 2015
Final demutualisation regulations published
International Law Office - Insurance Canada Newsletter
July 2015
Final Demutualization Regulations Published

Insurance Bulletin

July 2015
OBSI and ADRBO Approved as Banking External Complaint Bodies

Financial Services Bulletin

April 2015
In the works...
Canadian Underwriter: Canada's Insurance and Risk Magazine
2015
Canada Chapter

The International Comparative Legal Guide to: Insurance & Reinsurance 2015, 4th Edition

December 2, 2014
Know Your Regulator
International Law Office – Insurance Canada Newsletter
October 2014
Know Your Regulator
TerraLex Connections Newsletter
September 2014
OSFI's Revamped, Risk-Based MCT Guideline in Place for 2015
Financial Services Bulletin
August 2014
Round table: Insurance & Risk Management 2014
Corporate LiveWire
August 2014
IBA Insurance Committee Substantive Project 2014: The Duty of Utmost Good Faith: Canada
Member of the McMillan Insurance Team who provided the responses for Canada (Civil Law and Common Law) to the 2014 survey on the topic of The Duty of Utmost Good Faith, International Bar Association, 2014 Annual Conference, Tokyo, Japan
January 2014
Foreign Insurers and Unlicensed Insurance in Canada
TerraLex Connections Newsletter
November 2013
Establishing an Insurance Business in Canada
Insurance Bulletin
October 2013
IBA Insurance Committee Substantive Project 2013: The Legal Nature of Insurance Contracts

Member of the McMillan Insurance Team who provided the responses to the 2013 survey regarding the legal nature of insurance contracts under Canadian Civil Law and Common Law, International Bar Association, 2013 Annual Conference, Boston

September 2013
unlicensed insurance in Canada
Insurance Bulletin
August 2013
Round table: Insurance & Risk Management 2013
Corporate LiveWire
September 2012
OSFI issues new draft corporate governance guideline

Insurance Bulletin

April 27, 2016
The 10 Most Important Issues General Counsel Should Know About Risk Transfer Involving Insurance
Canadian Corporate Counsel Association, Webinar