Background

Sonia T. Mak is a partner in our Toronto office. She was called to the Ontario Bar in 1992. She was also admitted to the Law Society of Hong Kong as a solicitor in Hong Kong in 1985 and to the Law Society of England as a solicitor in England in 1988. She practised as a corporate lawyer in Hong Kong prior to coming to Canada.

Sonia is fluent in Cantonese and Mandarin and reads the Chinese language.

Areas of Practice

• Pensions and benefits law, Sonia's specialization, constituting a major component of her practice.
• Corporate and commercial law, particularly as lead counsel in complex corporate reorganizations, mergers and acquisitions.

Sonia is the Chair of the firm's National Diversity Committee.

Professional Experience

Pensions and Benefits Law

• Sonia has advised different players in pensions and benefits arrangements, such as plan administrators (including pension committees and boards of trustees), individual and institutional pension fund trustees, investment managers, employers and their non-Canadian parents, boards of directors, individual beneficiaries and service providers (such as insurance companies and consultants). She has advised on a broad range of issues in different types of arrangements including defined benefit and defined contribution pension plans (including multi-employer pension plans), retirement savings plans (registered and non-registered), deferred profit sharing plans and extended healthcare and disability plans.
• Examples of issues that Sonia has dealt with include:
  • Plan design and structure: Structuring, drafting and reviewing plan texts and plan amendments.
  • Plan administration: Compliance and compliance audit, outsourcing and delegation, legal liability of different participants, employe communications, strategic advice on administration issues and issues specific to multi-employer pension plans.
  • Pension fund investment: Reviewing and drafting investment policies and investment management agreements, compliance advice to Canadian and non-Canadian investment managers, design and drafting of locked-in investment vehicles such as locked-in retirement accounts (LIRAs), locked-in registered retirement savings plans (LRSPs) and life income funds (LIFs).
  • Funding: Funding requirements and funding relief, reviewing and drafting funding agreements such as trust agreements and insurance policies, surplus entitlement opinions and surplus withdrawals for both continuing plans and on plan wind-up, and contribution holidays.
  • Transactions: Plan mergers, plan conversions, transfers of plan assets and liabilities, full and partial plan wind-ups, transfer of jurisdiction of registration, advice on, and drafting of, transaction provisions and documents relating to pensions and benefits arrangements in corporate acquisitions and sales, corporate dissolutions and amalgamations, and financing and lending transactions.
• Representative transactions include:
  • Acted for pension fund trustee in solvency funding relief.
  • Acted for employer in a successful surplus withdrawal of more than $50,000,000 from a continuing pension plan with more than 500 members in different provinces of Canada.
  • Acted for financial institutions in the preparation and filing of the multi-jurisdictional endorsements relating to locked-in investment vehicles.
  • Acted for employer in the consolidation of the investment of the pension funds of different pension plans.
  • Acted in plan conversions in respect of pension plans of federal and Ontario jurisdictions.
  • Advised a non-Canadian purchaser on the pensions and benefits aspects of a $17,000,000 asset acquisition.
  • Advised a non-Canadian purchaser on the pensions and benefits aspects of a share acquisition of a business with a purchase price of more than $300,000,000.
  • Advised employer and administrator in the transfer of jurisdictions of registration of various pension plans from provincial jurisdiction to federal jurisdiction and the drafting of plan texts for compliance.
• A number of the transactions described above were included as "big deals" by Lexpert.

Corporate and Commercial Law

• Sonia has acted for entrepreneurs and institutional clients in different corporate and commercial matters such as acquisitions, divestitures, global corporate reorganizations, regulatory compliance of insurance agents and brokers, shareholders' agreements and other corporate matters.
• Examples of issues and representative transactions that Sonia has dealt with:
  • Acquisition of various bingo halls across Ontario.
  • Licensing and regulatory compliance of insurance agents and brokers with operations across Canada.
  • Divestitures and acquisitions of the businesses of insurance agents and brokers with operations across Canada.
  • Canadian aspect of global reorganizations.
  • Commercial agreements such as service agreements and joint ventures.

Professional and Community Activities

• Ontario Bar Association
  • Member of Pensions and Benefits Law Section and Business Law Section
  • Pensions and Benefits Law Section Executive (since 2009)
  • Co-Chair of the Program Committee of the Pensions and Benefits Law Section (since 2010)
• Canadian Bar Association
  • Member of Pensions and Benefits Law Section
  • Pensions and Benefits Law Section Executive (since 2010)
  • Co-chair of the Advocacy and Government Relations Committee of the Pensions and Benefits Law Section (2011)
• Canadian Pension and Benefits Institute
  • Awarded with the 2009 Ontario Regional Volunteer Appreciation Award
  • Member of the Ontario Regional Council (2002-2011)
  • Vice-Chair of the Ontario Regional Council (2007/2008)
  • Chair of the Ontario Regional Council (2008/2009)
  • Chair of the 2006 and 2008 CPBI Benefit Balls co-hosted by the Ontario Regional Council of the Canadian Pension & Benefits Institute and the Crohn's and Colitis Foundation of Canada
  • Member of Organizing Committee of Forum 2008
  • Member of Organizing Committees of 2009, 2010 and 2011 Ontario Regional Conferences
• Member of the Editorial Board of Federated Press' Pension Planning
• Director of Heart House Hospice (2003-2009)
• Mississauga Chinese Business Association
  • Founding Director and Legal Counsel (1992-1997)
  • Honorary Advisor (1997-2008)
• Published articles and papers on pension law
• Spoke and moderated at workshops and educational programs organized by pension and benefits industry organizations

Articles/Publications

• "Managing Pension Plans in Difficult Times", Federated Press "Pension Planning", March 2009.
• "Solvency Funding Relief: Relief or No Relief", Benefits and Pension Monitor (Defined Benefit Monitor), April 2009.
• "An Update on Federal and Ontario Temporary Solvency Funding Relief", Canadian Corporate Counsel, Volume 18, No. 6, May 2009.
• "Back to the Drawing Board", Benefits Canada, August 2009.
• Spoke on "Managing Change in Employee Benefits Plans: What Employers Need to Know" in Benefits Canada's webinar, March 2010.
• "Establishing a Pension Plan Records Management and Retention Policy: A Good Governance Priority", Benefits Canada, August 2010.
• "Moving Out: What You Need to Know About Outsourcing Pension Plan Administration Responsibilities", Benefits Canada, November 2010.
• "FSCO Policy on Pension Plan Records Management and Retention", Federated Press "Pension Planning", December 2010.
• "A Snapshot of Pension Reforms in Spring 2011", Benefits and Pension Monitor, April 2011.
• "Electronic Communications in Pension Plan Administration – An Ontario Perspective", Federated Press "Pension Planning", summer 2011.
• "Federal Pension Legislation Gets an Update", the Lawyers Weekly, August 2011.
• “New CAPSA Guidelines on Pension Plan Investment Practices and Funding Policy”, Federated Press “Pension Planning”, winter 2011.