Visa Global Restructuring

On October 3, 2007, Visa International Service Association (Visa International), Visa USA Inc. (Visa USA), Visa Canada Association (now known as Visa Canada Corporation [Visa Canada]) and other members of the Visa enterprise completed a global restructuring through a series of mergers, exchanges and similar transactions. Upon completion of the restructuring, Visa International, Visa USA and Visa Canada became subsidiaries of the newly formed Visa Inc. As part of the Canadian restructuring, members of Visa Canada, including Canadian Imperial Bank of Commerce (CIBC), Royal Bank of Canada (RBC), The Toronto-Dominion Bank (TD), Bank of Nova Scotia (BNS) and La Fédération des Caisses Desjardins du Québec (Desjardins), exchanged their membership interests in Visa Canada for shares of Visa Inc. and completed services agreements with Visa Canada governing their commercial relationships with Visa Canada. Certain members of Visa International and Visa USA also received shares of Visa Inc. in exchange for the economic rights attached to their membership interests. Visa Inc. subsequently completed its initial public offering of approximately US$19 billion on March 19, 2008.

Visa Canada was represented by General Counsel Mitchell Wolfe, Assistant General Counsel Amy Gaskin, and a team from Ogilvy Renault LLP, which included Andrew Fleming, Robert Kozlov, Troy Ungerman, Kevin McPhee and Evan Cobb (corporate, M&A), Malcolm McLeod (intellectual property), Adrienne Oliver and Paul Carenza (tax), Martha Healey (privacy), and Michel Sylvestre (litigation). Jack Quinn and Navin Joneja of Blake, Cassels & Graydon LLP provided competition law advice to Visa Canada.

CIBC was represented by Senior Vice President and General Counsel Jennifer Warren, and Assistant General Counsel Jeffrey Roode, and by Blake, Cassels & Graydon LLP, with a team that included John Tuzyk (corporate, securities, M&A), Kim Harle, Mark Johnson and Tim Reibetanz (corporate, M&A), Leslie Morgan (tax), Rob Kwinter (competition) and Mark Hayes (intellectual property, privacy). Joan Warrington and Aki Bayz of Morrison & Foerster LLP also advised CIBC on its services agreement with Visa Canada.

RBC was represented in-house by Lawry Mitchell and Jennifer Wood, both senior counsel, and by Osler, Hoskin & Harcourt LLP, with a team that included Eden Oliver (corporate, M&A), Scott Wilkie and Alex Pankratz (tax), Peter Franklyn and Janet Bolton (competition) and Lee Muirhead and Trung Lee (intellectual property).

TD was represented in-house by Rita DiLuca and Alvin Lampert, both senior counsel, with assistance from Stephen Clark (financial services, M&A) and Glen MacArthur (competition) of McCarthy Tétrault LLP.

BNS was represented in-house by Associate General Counsel Michael Davenport, with assistance from Robert Metcalfe (financial services, M&A) and Glen MacArthur (competition) of McCarthy Tétrault LLP.

Desjardins was represented in-house by Senior Counsel Pierre Sanche.

Visa International and Visa Inc. were represented by in-house counsel, Alex Miller, who was assisted by a team in the United States from White & Case LLP, which included Kevin Keogh, S. Ward Atterbury, Philip Power, Benjamin Haverstick and Emily Pataki (corporate, M&A), and Mark Mandel, Martin Glass, Eunice Yang and Patrick Rosenthal (securities, M&A). In Canada, Visa Inc. was represented by Murray Perelman, Jeff Kerbel and Alan Bell (corporate, M&A) and Duncan Card (information technology) from Bennett Jones LLP.