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Carol Lyons is a corporate / commercial lawyer whose practice emphasizes transactional work. She advises clients on establishing businesses in Canada; mergers and acquisitions; corporate reorganizations; the 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. She assists insurers and reinsurers with the regulatory approval process in the context of transactions and corporate changes, and advises on regulatory compliance generally. She also provides counsel 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 served as corporate secretary for two property and casualty insurance companies from 1989 to 1994. Currently, she chairs 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 the Learning Disabilities Association of Ontario and participates on 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

Speaking Engagements

Insurance & Risk Management 2018

March 2019

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

April 27, 2016

Media Mentions

  • “Draft P&C demutualization rules aim to treat non-mutual policyholders fairly: Economical” Insurance Institute, March 25, 2015
  • Draft P&C demutualization rules aim to treat non-mutual policyholders fairly: Economical“, Canadian Underwriter, March 25, 2015
  • “Self-Reflection…with calculators”, Canadian Insurance Top Broker, March 16, 2015
  • “Saskatchewan bill contains major changes to market conduct and unfair practices: McMillan LLP”, Canadian Underwriter, March 5, 2015

Rankings & Recognitions

  • 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)

Directorships & Affiliations

  • 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
  • Women’s Law Network – Insurance Law

Education & Admissions

1989
Called to the Ontario bar
1987
JDUniversity of Toronto
1984
BAUniversity of Toronto

Publications

  • OSFI Updates Its Transaction Instructions For FRFIs’ Purchase Or Redemption Of Shares And Reduction Of Stated Capital,” National Banking Law Review, August 2018
  • “The International Comparative Legal Guide to: Insurance & Reinsurance 2018,” Global Legal Group, March 2018
  • “The International Comparative Legal Guide to: Insurance & Reinsurance 2017,” Global Lagal Group, February 2017
  • “Insurance and reinsurance in Canada: overview,” Practical Law, A Thomson Reuters Legal Solution, June 2016
  • “The International Comparative Legal Guide to: Insurance & Reinsurance 2016,” Global Legal Group, February 2016
  • “Does Canada need a terrorism risk insurance scheme?” Canadian Journal of Insurance Law, January 2016
  • “New OSFI Guideling on Operational Risk Management,” National Banking Law Review, December 2015
  • “Does Canada need a terrorism risk insurance scheme?” International Law Office, TerraLex, December 1, 2015
  • “Developments in cyber-risk insurance coverage,” International Law Office – Insurance Canada Newsletter, October 27, 2015
  • “Cyber risk insurance: driving the risk management process,” International Law Office – Insurance Canada Newsletter, October 20, 2015
  • “Industry healthcheck: current landscape,” International Law Office – Insurance Canada Newsletter, October 6, 2015
  • “Insurance Intermediation Activities and Insurance Intermediaries” International Bar Association, (co-author of Canadian section), September 2015
  • “Round table: Insurance & Risk Management 2015,” Corporate LiveWire, August 2015
  • “Final demutualisation regulations published,” International Law Office – Insurance Canada Newsletter, August 2015
  • “In the works…,” Canadian Underwriter: Canada’s Insurance and Risk Magazine, April 2015

Insights by Carol Lyons (28 Posts)

Featured Insight

OSFI Issues Final IFRS 17 Regulatory Forms and Instructions for Federally Regulated Insurers

On April 30, 2021, OSFI released a letter to all FRIs advising that it has issued the final IFRS 17 Regulatory Forms and Instructions (the “Returns”)

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May 8, 2021
Featured Insight

OSFI Announces Proposed Amendments to the Vested Asset Regime for Foreign Insurance Companies Operating in Canada on a Branch Basis

The authors discuss OSFI's announcement of three proposed amendments to the vested asset regime for foreign insurance companies operating as a branch in Canada

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Apr 6, 2021
Featured Insight

OSFI’s New Draft Guideline E-4 Relating to Foreign Entity Branches: A Comparative Analysis to Existing Guidance

OSFI opens consultation for Draft Guideline E-4: Foreign Entities Operating in Canada on a Branch Basis, which will replace existing guidelines E-4A and E-4B.

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Nov 3, 2020
Featured Insight

OSFI Outlines Additional Regulatory Adjustments to Foster Financial Resilience and Stability During COVID-19

Further to OSFI's March 27 letter, OSFI announced more adjustments to existing capital requirements for banks and insurers to respond to the impacts of COVID-19

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Apr 15, 2020
Featured Insight

OSFI’s Regulatory Adjustments in Response to COVID-19 Impacts

On March 27, 2020, OSFI announced a number of sector-specific measures to support federally regulated banks, insurers and private pension plans.

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Mar 31, 2020
Featured Insight

OSFI adds the Earthquake Exposure Data Return to its Late and Erroneous Filing Penalty Framework

OSFI introduced the Late and Erroneous Filing Penalty ("LEFP") Framework in 2002 as a way to encourage timely and error-free filing.

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Jan 31, 2019
Featured Insight

OSFI’s Revised Corporate Governance Guideline Goes Live

On September 18, 2018 the Office of the Superintendent of Financial Institutions issued the final version of its Corporate Governance Guideline

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Oct 3, 2018
Featured Insight

Adoption of financial sector reform goes ahead in Québec, but government backtracks on certain proposed changes in the insurance sector

As a result of the adoption of the Financial Sector Reform Act, several key pieces of legislation are amended or replaced entirely.

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Sep 5, 2018
Featured Insight

OSFI Updates its Transaction Instructions for FRFIs’ Purchase or Redemption of Shares and Reduction of Stated Capital

On August 17, 2018, the OSFI revised its transaction instructions relating to the consent and reporting obligations of FRFIs entering into transactions

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Aug 29, 2018
Featured Insight

New Public Disclosure Requirements for Canadian Life Insurers

New Public Disclosure Requirements for Canadian Life Insurers

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Apr 3, 2018
Featured Insight

The International Comparative Legal Guide to: Insurance & Reinsurance 2018

The International Comparative Legal Guide to: Insurance & Reinsurance 2018

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Mar 20, 2018
Featured Insight

The “20% rule”: Quebec’s New Bill 150 clarifies the distinction between damage insurance “agencies” and “brokerage firms”

The "20% rule": Quebec's New Bill 150 clarifies the distinction between damage insurance "agencies" and "brokerage firms"

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Nov 9, 2017
Featured Insight

Cybersecurity – The Legal Landscape in Canada

Cybersecurity – The Legal Landscape in Canada

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Oct 25, 2017
Featured Insight

Much awaited Bill 141 promises to shake up legislation regulating insurance, financial services and real estate and mortgage brokers in Quebec

Much awaited Bill 141 promises to shake up legislation regulating insurance, financial services and real estate and mortgage brokers in Quebec

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Oct 20, 2017
Featured Insight

McMillan Cybersecurity Article Series

Cybersecurity and cyber risk are growing areas of concern for businesses, governments and individuals.

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Nov 8, 2016
Featured Insight

OSFI’s Final Guideline on ORM is Less Prescriptive and Levels the Playing Field

OSFIs Final Guideline on ORM is Less Prescriptive and Levels the Playing Field

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Jul 14, 2016
Featured Insight

OSFI Publishes Letter regarding the Tightening of its Supervisory Expectations for Mortgage Underwriting

OSFI Publishes Letter regarding the Tightening of its Supervisory Expectations for Mortgage Underwriting

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Jul 13, 2016
Featured Insight

Mitigating Cyber Risk and Cybersecurity Insurance

Mitigating Cyber Risk and Cybersecurity Insurance

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May 3, 2016
Featured Insight

OSFI Publishes Letter on Plans to Update Capital Requirements for Residential Mortgages

On December 11, 2015 OSFI released a letter notifying stakeholders that it is planning to update the regulatory capital requirements for residential mortgages and home equity lines of credit.

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Dec 21, 2015
Featured Insight

Does Canada need a terrorism risk insurance scheme?

Does Canada need a terrorism risk insurance scheme?

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Dec 5, 2015
Featured Insight

Developments in cyber-risk insurance coverage

Developments in cyber-risk insurance coverage

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Oct 27, 2015
Featured Insight

Cyber risk insurance: driving the risk management process

Insurers and other insurance professionals have traditionally been well positioned to drive improvements in risk management processes.

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Oct 20, 2015
Featured Insight

Cyber risk insurance: driving the risk management process

Cyber risk insurance: driving the risk management process

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Oct 20, 2015
Featured Insight

New OSFI Guideline on Operational Risk Management

New OSFI Guideline on Operational Risk Management

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Sep 9, 2015
Featured Insight

OSFI Publishes Draft of Revised Guideline for Minimum Capital Test for Federally Regulated Property and Casualty Insurance Companies

OSFI Publishes Draft of Revised Guideline for Minimum Capital Test For Federally Regulated Property and Casualty Insurance Companies

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Aug 26, 2015
Featured Insight

Final Demutualization Regulations Published

Final Demutualization Regulations Published

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Jul 27, 2015
Featured Insight

OBSI and ADRBO Approved as Banking External Complaint Bodies

OBSI and ADRBO Approved as Banking External Complaint Bodies

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Jul 13, 2015
Featured Insight

The Feeling’s “Demutual”Draft Federal Legislation Released for Demutualization of Property and Casualty Insurance Companies

The Feeling's "Demutual" Draft Federal Legislation Released for Demutualization of Property and Casualty Insurance Companies

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Mar 19, 2015