David I. Matheson, QC Retired Partner Toronto Tel : 416.865.7219 Fax : 416.865.7048 Email : dm@dmlegalnet.com VCard :

Mr. Matheson now conducts his own legal practice and business development activities independent of McMillan LLP after many years as a partner of the firm. He continues at the Toronto office of McMillan LLP to do business development for the firm. His personal business development consulting organization is Matheson Global Advisory Group (www.mathesongg.com).

He has extensive experience in a wide range of national and international business, investment, corporate governance, public policy, natural resources and tax areas. He has served as counsel to and as a director for many Canadian and international public and private corporations and on audit, governance, compensation and special board committees faced with significant directorship responsibilities, corporate due diligence and compliance issues.  He currently serves as a Director and as the Chairman of the Audit and Governance Committees of Newfoundland Capital Corporation Limited.

In his role as a trusted advisor to Canadian and foreign clients (government and private sector) and as legal counsel to and director of numerous Canadian and international public, private and charitable corporations and foundations, he brings a special insight on public and private sector matters, nationally and internationally.

He has made significant contributions to his local and national communities and to various international communities. He has particularly contributed extensively to fostering trade and investment with China, the United States and the Americas. He serves as an honorary advisor to the Worldwide Federation of Hong Kong Business Associations. He currently serves on the following boards of directors of charitable and non-profit organizations:  the Dalhousie Medical Research Foundation and the Anne Murray Centre.  He also served as a Director and Governor of Junior Achievement of Canada, a Director of the Wellspring Cancer Care Foundation, a Director and President of the Canadian Scottish Heritage Foundation, a Chairman and Governor of the Hong Kong Canada Business association and a founding Director of the Canadian Foundation for Chinese Heritage Preservation.  He served as Chairman of the Canadian Business Hall of Fame Committee from the beginning of the Hall of Fame from 1976 to 1997 and has been honoured by the Hall of Fame and Junior Achievement of Canada for outstanding contributions to their causes.

Mr. Matheson is not a member or an employee of McMillan LLP.

Principal Areas of Professional Practice and Business

International trade and investment:

Counselling on various facets of international trade and investment transactions, with particular focus on Asia, North America and the Americas.

Corporate practice:

Counselling public and private companies (Canadian and international) on various facets of corporate and related law, including mergers, acquisitions, financing, reorganizations, corporate governance, takeover bid special committees, securities law, government compliance, government relations, shareholder matters, disclosure matters, tax planning, cross-border transactions, trade law matters, licensing, environmental issues, fair trade practice and other related matters.

Financial institutions:

Special counsel to bank, insurance, loan and trust companies and directors thereof on various regulatory and compliance matters, government relations, strategy planning and crisis management.

Natural resources:

Counsel to mining and power transmission companies on cross-border investments and financing, corporate governance standards and general corporate advice, and has served as a public company director in the international natural resource and power transmission industries.

Government policy:

Counselling the public and private sector on government policies, investment programs, legislation, tax policies, regulation of industry (financial, insurance, manufacturing and service sections) and international trade.

Tax:

Counselling on tax planning (domestic and international), tax due diligence in corporate transactions, government tax rulings, tax appeals, tax negotiations with government, and implementation of or revision to government tax policies and regulations.

Awards

• Recipient - Queen's Jubilee Medal
• Volunteer Award of the Government of Ontario 

• Memberships have included the Law Society of Upper Canada, Canadian Bar Association, American Bar Association, International Bar Association, Canadian Tax Foundation, The Institute of Corporate Directors (Canada) and the National Association of Corporate Directors (U.S.).
• Past chairman of the Ontario Tax Section of the Canadian Bar Association and the Taxation Committee of the Ontario Chamber of Commerce, and a past member of the Taxation Committee of the Canadian Chamber of Commerce.
• Appointed a Queen's Counsel in 1978, he received his Bachelor of Commerce and Law degrees at Dalhousie University and post graduate studies in tax and corporate law at the Faculty of Law, University of Toronto.
• Recognized by the worldwide Martindale-Hubbell legal reference publication with their top rating.

Previous Public Company and other Directorships

• Served as a Director and as a member of board committees of the following public companies:  T.G. Bright & Co. Limited (wine and beverage industry), Clarke Inc. (transportation and logistics industry), Crystallex International Corporation (mining industry), ATS Andlauer Income Fund (transportation and logistics industry), and Tonbrige Power Inc. (power transmission industry).

• Served as a Director and Governor of Junior Achievement of Canada, a Director of the Wellspring Cancer Care Foundation, a Director and President of the Canadian Scottish Heritage Foundation, a Chairman and Governor of the Hong Kong Canada Business Association, a founding Director of the Canadian Foundation for Chinese Heritage Preservation and as Chairman of the Canadian Business Hall of Fame Committee from its beginning in 1976 to 1997.

Other Interests

• Lecturing and coaching on business development
• Yachting: Commodore, Royal Canadian Yacht Club (2000-2002)
• Churchill Society
• Phi Delta Theta Fraternity

Publications and presentations from 2003 to 2010 include:

• What You Should Know About Boards, McMillan LLP Seminar for the Maytree Foundation, Toronto, 2010

• Evaluating the CEO & Better Measuring of Performance, Board and CEO Assessment Program, Federated Press Conference, Toronto, 2007

• Mining Companies in China: International Corporate Governance Compliances – Rules, Risks and Exposures and How to Deal with Them. Good Corporate Government Essential for North America Public Financings and Share Issues – China Mining Conference, Beijing, 2005

• Twelve Top Tips for Chinese Mining Companies Seeking Financing and Equity Investment Outside China for China Mining Projects or Wanting to Make a Mining Acquisition outside of China – China Mining Association, Toronto, 2005

• Assessing the Audit Committee, Federated Press Conference, Toronto, 2004
• Building a Strong Board that Acts Independently - Not Just Looks Independent, Director's Summit on Governance, Toronto, 2004

• Chairman of panel on Risk Management - New Challenges & Essential/Crucial Steps, McMillan Boardroom Briefing, Toronto, 2004

• The Latest Developments in Free Trade and Investment in the Americas - Bilateralism or Multilateralism?,  International Bar Association, Panama, 2003
• Greater Standards and Exposures - Attorneys Reassessing Directorship Roles, International Bar Association, San Francisco, 2003

• Compliance and Governance for Public Mining Companies - Rules, Risks and Exposures - How to Deal with Them, Chile/Peru Conferences, 2003

Trade and investment publications and presentations prior to 2003 include:

• Hong Kong - A Gem to be Polished for Trade and Investments

• A Sense in Asian Negotiations
• The Challenge for Hong Kong
• Laws of the People's Republic of China - Legal Shortfalls and Practical Considerations
• Taiwan, A Sign, of the Times
• Cross-Border and New Economy Issues for Directors and Officers
• The North American Free Trade Agreement, A Canadian Perspective
• Capitalizing on the Canada-U.S. Free Trade Agreement
• The Perception and Reality of the Canadian Business Community
• The Canadian Budget, Canadian Economic Nationalism and an Overview on Legal Awareness for Canada
• Timely Tips on Canadian Trade Laws and Practices
• Fair and Foul Weather on the International Seas of Trade and Investment, A Legal Perspective
• Strategy Planning for Exports to Canada
• Protective Measures Against Imports
• Trends and Development in International Banking

Corporate governance publications and presentations prior to 2003 included the following subjects:

• Directorship Risks, Benefits and Compromises
• Risk Management Concerns and an Audit Committee Perspective
• Board and CEO Assessments - Walk Before You Run
• Board Composition and Structure, the Foundation for Success
• Risk Management or the Lack Thereof - Tips and Slips
• Designing and Implementing Effective Performance for Audit Committees
• Protecting Directors from Emerging Liabilities

Articles Available Onsite:

2008 Move Over Letterman: Matheson Presents His Top Ten Tips for Doing Business in China

March 2007 Evaluating the CEO & Better Measuring of Performance Board and CEO Assessment Program, Federated Press Conference, Toronto, 2007

November 2005 Mining Companies in China: International Corporate Governance Compliance - Rules, Risks and Exposures and How to Deal With Them. Good Corporate Governance Essential for North America Public Financings and Share Issues China Mining Conference, Beijing, 2005, Beijing, China

February 2004 Assessing Board Committees Board & CEO Assessment Course 2004, Federated Press Conference, Toronto, 2004