Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.
Issue link: https://digital.carswellmedia.com/i/1544329
18 www.lexpert.ca InHouse Profile LEADING ON A TRANSFORMATIVE BANKING DEAL TRACY ROSS TALKS ABOUT IN-HOUSE LEADERSHIP AND HOW HER TEAM HELPED CLOSE CANADA'S BIGGEST BANK ACQUISITION IN A WEEKEND ROYAL BANK OF CANADA's land- mark acquisition of HSBC Bank Canada may be remembered for its record-breaking $13.5 billion price tag, but for Tracy Ross, it is equally a story about how modern in-house legal teams lead from the front. As senior vice president and deputy general counsel for global businesses and products, Ross helped steer the legal strategy behind the largest banking transaction in Canadian history. The deal, which won M&A Deal of the Year at the 2025 Canadian Law Awards, was executed on a "close and convert" model over a single four-day weekend – a pace she still describes as "unheard of." Pulling that off demanded far more than a conventional closing checklist. HSBC Bank Canada comprised 10 separate legal entities that had to be integrated into RBC through a complex sequence of amalgama- tions, windups, and regulatory approvals. The transaction was scrutinized by the Department of Finance, the Competition Bureau, securities regulators, and interna- tional agencies, all while strict rules around pre-close client data limited what could be done in advance. Instead of a gradual post-close inte- gration, Ross and her colleagues set out to design a structure that would allow an almost instantaneous switch. That goal required the legal group to work hand in glove with operations, technology, and the business to engineer an operational and legal workaround that satisfied regulators, complied with data rules, and still delivered a seamless customer experience. The conversion weekend became a defining test of that design. More than 60 members of RBC's law group worked around the clock in shifts, operating from a central command centre alongside colleagues from core business lines and functions. Because the deal spanned Canadian and UK jurisdictions and had implications across the United States, Asia, and South America, coordination with external counsel and local regulators was essential. "HSBC is a global bank, as is RBC, so we had to go to those jurisdictions and figure out how we could operate there," Ross recalls. External advisors were critical part- ners, but she draws a firm line between what outside counsel can offer and what must "HSBC IS A GLOBAL BANK, AS IS RBC, SO WE HAD TO GO TO THOSE JURISDICTIONS AND FIGURE OUT HOW WE COULD OPERATE THERE"