David Brown: "I don't know what I'm going to do. I do know I'm going to do something else."

"I don't know what I'm going to do. I do know I'm going to do something else."

Even in high school, I'd decided I wanted to be a lawyer. I don't even think I knew a lawyer, and it was before Perry Mason and others were on television. One of my math teachers suggested I take engineering and then go into law.

Engineers generally do well in law school — they're taught to problem-solve. That carried me through law school and my legal practice. And that's the part of the job that turns me on most as a securities regulator. At any point, I seem to have two or three insoluble problems I'm working with.

I don't know what I'm going to do. I do know I'm going to do something else.

Who: David Brown
Lives in: Toronto
Born: Jan. 25, 1940 in Halifax
Occupation: Lawyer, securities regulator.
Career highlights:
1966: Graduates from law school at the University of Toronto. Works under legendary litigator John J. Robinette.
1970: Joins law firm Davies, Ward & Beck. Stays 28 years. Work includes many facets of securities law.
1997: Ontario Finance Minister Ernie Eves asks Brown to become the Ontario Securities Commission (OSC) chair. He refuses, but relents early the following year.
2001: Enron implodes, followed by WorldCom and others, leading to U.S. Sarbanes-Oxley Act. Brown devises OSC's response.
2005: Brown steps down as OSC Chair.

I was recruited out of law school in my second year to work for John Robinette, who was then the greatest counsel litigator that Canada had ever seen. He taught me more about law than you could learn in 10 law schools. Everything he did, he was prepared for. He would research well. He would then take complex issues and boil them down into some very simple concepts.

I was approached in the fall of 1997 and asked whether I'd be willing to take on the position as OSC [Ontario Securities Commission] chair. And without giving it a whole lot of thought, I said no. I was enjoying a very successful legal practice. Unfortunately for me, the search committee were all friends of mine, and they were all actually former OSC chairs. My wife and I had gone down to Vail, Colo., to ski. I was sitting in our condo buckling up my boots at nine o'clock in the morning. The phone rang, and it was [former OSC chair] Peter Dey. He told me he knew I'd be bored to tears down there, and while I was riding up the tow and skiing down the hill, I should be thinking about this job. And during the course of the week I talked myself into it.

We wanted to start getting our message out to the public that this was a different and new organization that we weren't the organization that people had learned to distrust. I started on a fairly aggressive speaking schedule and made myself visible.

I knew there was a personal cost to that, because you make yourself a target. You pick up the paper every morning and wonder who's going to say what next. If the OSC makes a misstep, somebody will very quickly call for the chair's resignation. You get used to it.

My approach is to take a problem and break it down into bite-size pieces. And to recognize that although some of the pieces are interrelated, if you don't take it one step at a time, you'll probably never get to the end.

At the OSC, our biggest challenge was the bombshell that was dropped when Enron declared bankruptcy on Dec. 2, 2001 — and the subsequent failures of WorldCom and Global Crossing soon after. Those were world-changing events.

The U.S. reacted with Sarbanes-Oxley in the summer of 2002. We didn't have the Enrons and the WorldComs here. But we could see that we didn't have the luxury of doing nothing. We had to figure out a way to extract from Sarbanes-Oxley the measures that we thought were important to us in Canada. And then we had to sell them. It became quite an exercise.

One of the frustrations has been the need to deal with 12 other securities regulators across the country to accomplish things that are so obviously important to us here in Ontario. Our market is characterized mainly by players that want to or need to deal nationally or internationally. In some other jurisdictions, they don't have the same pressures. In fact, some of them don't even have markets.

One of my problems is I have far too many hobbies. I end up rationalizing them. I live on a farm. It's an active farm, though not as active as it used to be. I have a workshop. I woodwork. I love to travel. I scuba dive, ski, play golf. There are too many things to cram in.

Developing the ability to listen is very important. People, when they're dealing with the chair of the OSC, are most anxious to hear what he or she thinks. And yet, if you start there, you're invariably not going to get the best results. You have to draw people out and find out what they think.

Only on

I came to Toronto secure in the knowledge that I would only stay here long enough to get a law degree. Everyone in Ottawa knew at the time that Toronto was a horrible place, and that anybody from Ottawa would come back to Ottawa as fast as they could. But I got quite seduced by the place and have never left.

I was recruited to join a law firm out of law school in my second year. The firm of Holden Murdoch was acting for Leach Goldmines, and they were about to sue Texas Gulf Sulfur for about $2 billion. In the late 1960s, that was a lot of money. They needed somebody who combined law and technical abilities, so I was recruited to work for John Robinette, who was then the greatest counsel litigator that Canada had ever seen. I worked with him for three years. Though I never intended to go into litigation, he taught me more about the practice and approach to law than you could learn in 10 law schools.

Everything Robinette did, he was prepared for. He would research well. He would then take complex issues and boil them down into some very simple concepts, and present some of the most complex issues to a court in simple layman's terms. He could fill his mind with very important things that he needed for the next two or three days. A week later he would have forgotten it and have moved on to something else. I learned a lot watching and helping him.

Over 30 years of practice, I saw just about everything there was to see in securities without spending 100% of my time in it. When I was asked by Minister Eves to take this job on, I told him I wasn't a securities lawyer. I said, “If anything, I'm a generalist.” He said, “That's why you're attractive to us. We want somebody who's got a much broader background but still understands securities law.”

Probably the biggest mistake I made was not saying yes when they asked me in late 1997, and prolonging the agony until early 1998.

Our biggest challenge was to try and find the balance — maybe not keep everybody happy, but make everyone equally unhappy.

We see it time and time again: We're asking 12 other jurisdictions — and in some cases politicians — to join in on initiatives that they don't see as a necessity to them. That makes the job tougher, it slows down our response, and it becomes a time-consuming part of the job. We end up with a product that's not as good.

I took the job on with a self-imposed time limit of five years, and then realized after five that there was more I could do. But I didn't want to go for another five years. It's time to get new blood here, and I'm still young enough that I can go off and do something else.

When my wife and I bought our first farm, neither of us had spent a single night on a farm. We originally bought it thinking that we'd rent the fields out to the farmer. I slowly got sucked into it. It was partly this farmer. He was a fellow from Yugoslavia who'd left when the communists started to flex their muscles. He decided that he was going to teach me farming, which he did. It was a great partnership: I provided the money and he did all the work. In fact, he said to me one time: “Why don't you just go back to Toronto and send money?”