General counsel for TD Bank Christopher Montague is in the thick of an $8-billion pending acquisition of U.S.-based Commerce Bank. How does he keep his cool? He says the key to his success is to take his work seriously, but not to take himself too seriously.
Why did Christopher Montague leave McCarthy Tétrault LLP to go in house at TD Bank? Both places are located in the same skyscraper in downtown Toronto — though McCarthys is higher up, near the top of the building, while TD’s executive area is on the fourth floor.
“I like working with people who have a sense of humour,” he says. “Take your job seriously, but don’t take yourself too seriously. Fortunately Ed [Clark, president of TD Bank] and others here have a sense of humour. If Ed didn’t have a sense of humour, I might not be where I am today.”
So why did Montague leave McCarthys to join TD as general counsel? “I had a good relationship with TD,” he explains. “And after 20 years of interesting work at McCarthys, I was looking for a change. And the opportunity to be the GC at one of the largest institutions in the country was worth taking a shot at.
“It turned out to be far more interesting than I thought it would be.”
He’s been doing a lot of deals lately, including an $8-billion pending acquisition of U.S.-based Commerce Bank, which will close in the spring, provided it gets regulatory and shareholder approval.
“It’s very exciting,” he says. “It’s a big deal. We already have TD Banknorth in the U.S. When you combine that with Commerce, we would have over 1,000 branches down there. We’ll be a truly North American bank.”
Being in house is a different ball game compared to being outside counsel, he says. “When you’re in this job you have to make the decision. You’re not just advising on the decision. Most of the time the executives here want to know what I really think they should do, as opposed to giving them alternatives and letting them decide.”
He’s learned a thing or two about how to call the shots during his 30 years of practice. “You see good lawyers and bad ones,” he says. “You learn from both. You see what you think are the right decisions being made. You eventually gain some confidence that you can make the judgments as well an anyone else can.”
There must be a lot of pressure when you’re making judgment calls on $8-billion deals. One can imagine Montague burning the midnight oil at the office, gazing out the window, sweating bullets about all those zeros. Is that what he goes through in the high-stakes world of finance?
“Not really,” he says. “One of the things I always say to the lawyers who work with me is that you want to be able to explain why you’re making a decision. You don’t want to just tell people what the decision is. If you can’t articulate the reasons why, maybe you don’t have good reasons. And it gives others the opportunity to poke holes in it or argue against it. Once you’ve gone through that process, you usually get pretty comfortable with the decision you’re making.”
Some decisions are easier than others, Montague adds. Ethical decisions tend to be straightforward. Decisions about the bank’s reputation can be a little more complex, and he chairs a committee whose job it is to make sure TD does the right thing.
“It takes a long time to build up a reputation and a very short time to lose it if you do something inappropriate,” he says. “Decisions are not just based on what’s legally right, but what you think is right in terms of the protection of TD’s brand and our reputation in the community.” His test is simple: “Would I be comfortable reading about that decision the next morning in the paper?”
Strategic decisions are the hardest, he says. “Those you can second-guess, because those decisions aren’t right or wrong at any particular time. There are elements of judgment involved. You have to realize you’re not always going to make the best one, but you’re going to make the best one you can think of at the time. You drive on. You live with it.”
Fortunately, the bank’s track record is good. When TD acquired Canada Trust in 2000 — which was also an $8-billion transaction — it turned out very well. “It was a terrific decision,” he says. Another good move was avoiding the sub-prime lending fiasco south of the border, leaving TD unscathed.
Of course, in any kind of decision, there’s always the question of what might have occurred if another course of action had been taken. “You can’t always be sure what would have happened if you’d made a different one,” he says.
When he was an undergraduate at Queen’s University, in the early 1970s, doing a degree in engineering and physics, he decided he’d rather do something else. “So, to quote Monty Python, ‘And now for something completely different,’ I decided to try law. The rest is history. But if I did have any kind of natural talent it was in math and sciences. I probably could have done something different there. What it would be, I don’t know. I don’t know where that would have taken me.”
No doubt Montague could have been a supreme number cruncher. But that job is now left to others. “We have people in the bank who are truly the experts in financial analysis. I think Ed Clark would not really want to have a lawyer be the person responsible for that. He would make, I’m sure, some interesting legal joke.”
At the end of the day, Montague loves his work and thinks he made a good move going into law. “I don’t have any regrets,” he says. “It’s been an interesting career. I do think the legal community has not done a good job of managing work-life balance. I worked harder than I really think I should have. Particularly in private practice. And I don’t think it’s changed.”
He hopes to offer the in-house legal team at TD a better work atmosphere. “People can work hard here,” he says, “but hopefully they have an opportunity for a little better work-life balance than I did.”
According to his legal staff, Montague is indeed a great boss. “He makes it fun,” says Norie Campbell, a former McCarthys colleague who is now assistant GC at TD. “He’s very supportive. It’s nice to have somebody who’s calm. He sees the big picture. You feel he’s working with you.”
Sandra Mundy, who heads up TD’s legal group, agrees. “Chris is an excellent leader,” she says. “Very inspiring and motivating. And he does have an excellent sense of humour. He usually kicks off our monthly meeting with a couple of jokes.”
Apparently Mundy has a sense of humour, too. When asked about Montague’s droll assertion that he moved from McCarthys to TD to avoid the stairs, she pauses and then adds: “Well, if there was a fire, the ladder on the truck would reach us here on the fourth floor. It makes it even easier.” IH