W. E. Brett Code, Q.C., Q.Arb. (B.A., M.A., LL.B.) is an arbitrator, and a commercial and corporate litigator, operating an independent arbitration practice as Senior Counsel at Tingle Merrett LLP, a well-established and successful boutique firm of corporate solicitors and corporate advisors:
Brett was born and raised in Calgary, studied and worked over a 12-year period in Ontario, Nigeria, France, and the United States, then returned to Canada in 1989. He was an Adjunct Professor of Law and Sessional Instructor at the Faculty of Law, University of Calgary for 15 years, teaching or co-teaching Corporate Law, Partnership Law, Corporate Governance, Civil Procedure, and Evidence.
He has regularly taught civil procedure and ethics as part of CPLED and its predecessors since the late 1990s. In 2009, he was the winner of the Howard Tidswell Memorial Award for Teaching Excellence. Brett worked and volunteered in Nigeria in the 1980s and in Ghana in 2000 for a Canadian non-government organization, CUSO. He has also served on the Boards of Directors of local, provincial, and federal non-profit organizations.
Brett has also worked as a professional economist and regulatory consultant economist in Paris, France, and in Washington, D.C., U.S.A.
Arbitrator, specializing in:
- Commercial Arbitration
- Energy, Oil and Gas, and Energy Regulatory Arbitration
- Corporate Dispute Arbitration, including oppression matters
- Employment Dispute Arbitration
- Construction Dispute Arbitration
Independent Corporate Advisor to all corporate stakeholders:
- Boards, including Audit Committees, Independent Committees, Compensation Committees & Special Committees
- Management, Officers, and Employees, on corporate, fiduciary, and employment issues
- Venture Capital Firms and other sophisticated investors
- ADRIA – National Arbitrator Training Programme – 2015
- McGill University, LL.B. – 1992
- Universite de Rennes I, Bretagne, France, M.A. (Economics) – 1986
- Queen’s University, B.A. (Honours) – 1981
Arbitration and Arbitration Chambers
A member of the ADR Institute of Alberta as an arbitrator, Brett has extensive arbitration experience with broad experience in contract interpretation, statutory interpretation, analysis, and application, dispute resolution, decision-making, and judgment writing. He is also a former professional consulting economist, with experience in many forms of financial, economical, and statistical analysis.
Brett provides timely arbitration services, rapid turnaround, guaranteed on-time Award delivery, and is available to arbitrate on short notice.
Brett also offers an expedited arbitration, intended for those who need a fast, inexpensive resolution to their dispute. Brett’s expedited arbitrations are conducted on a fixed fee basis, with strict limitations on documents, evidence, hearing days, submissions, and time frames. From start to finish, the process will take 30 to 90 days, depending on the needs of the parties, and as agreed by them with Brett in advance.
At Tingle Merrett, arbitration is facilitated as is any modern arbitration chambers by spacious, modern board rooms and break out rooms, the availability of support staff, easy access to public parking, and IT support that is a telephone call away. We can also arrange to have parcels sent or received, copies made, and documents assembled.
Brett is also available to arbitrate offsite across Alberta and anywhere in Canada.
Brett has almost 25 years’ experience in corporate problem-solving, litigation, arbitration, and dispute resolution among key corporate stakeholders and between parties to commercial agreements as a senior corporate/commercial litigator. He has diverse experience in arbitration and mediation with extensive recent decision-making experience as a member of various tribunals with the Law Society of Alberta as an elected Bencher. Highly respected for excellent judgment, balanced decision-making, keen insight, precise and accurate contractual analysis, creative problem-solving, and irreproachable ethics and integrity.
Adjudicative Experience: Administrative Tribunals – Law Society of Alberta
Twice elected by Alberta’s practicing lawyers to represent them as one of 24 Benchers who, by statute, are empowered as a Board of Directors to regulate the legal profession in the public interest. Elected in 2014 to the Executive Committee of the LSA. Benchers participate on a variety of administrative tribunals, conduct discipline matters, determine prosecutorial discretion issues, act as appellate tribunals, oversee payment of assurance funds to members of the public who may have lost money to a dishonest lawyer, regulate the qualifications for entry into the profession and the admission of students as lawyers, regulate the reinstatement of former or suspended members, and conduct suspension and interim suspension applications. Benchers are frequently appointed to these different tribunals, developing expertise in quasi-judicial decision-making; conducting hearings; eliciting and weighing evidence; and writing judgments. Brett has been appointed to many such tribunals and has acted as chairperson frequently.
Securities Law Investigations and Prosecutions
As Director of Enforcement at the ASC, Brett developed an expertise that is not available to most securities law defence counsel, as he worked at the highest level on the inside of one of Canada’s top investigation and prosecution units: the ASC. While there, he developed innovative approaches to enforcement and deterrence, proposing new rules and draft legislation and implementing advanced techniques for investigation and strategies for successful prosecution, the result of which was more frequent settlements with admissions of guilt and fewer actual prosecutions and thus greater overall success for the ASC. Brett oversaw hundreds of investigations and prosecutions and used each matter both to ensure the right outcome for each alleged breach and to develop a team approach, with the team applying a unified ethical understanding and a tenacity and rigour to deliver quality deterrence. He now brings that expertise to the benefit of those being investigated and prosecuted and advises clients on all aspects of securities law, including misrepresentation, fraud and matters involving the various aspects of insider trading.
Corporate and Commercial Litigation and Arbitration
In the realm of corporate dispute resolution and securities law, Brett has advised on shareholder dissent and appraisal litigation, advising issuers, shareholders, directors, and officers in actions for oppression, breach of fiduciary duty, or breach of the duty of care, including derivative claims and claims under the various Securities Acts as well as on contested merger transactions and take-over bid litigation.
Brett was intimately involved in the creation of one of Calgary’s first litigation boutiques, Duncan McCachen Code, and offered partnership in that firm as a second-year lawyer. He developed both intense corporate law experience, highlighted by the representation of one of the Board members sued over collapse of the Northland Bank, and rich complex commercial litigation and arbitration experience, highlighted by participation in financially substantial disputes involving large petrochemical companies, many of the integrated oil and gas companies, and many other corporate, commercial, and energy-related matters, requiring high-level contract and statutory interpretation and analysis.
In 2001, he began a 7-year career with Bennett Jones LLP (2001-2004; 2006-2010), developed a corporate practice involving both the provision of advice to Boards and corporations as well as working with various corporate stakeholders, particularly focused on oppression and derivative actions either for groups of shareholders, venture capital investors, or on behalf of the company and its directors, to develop strategies for the utilization and leverage of their various legal rights. He also developed expertise in advising independent, audit, compensation, and special committees around their specific obligations and fiduciary duties. He further expanded his commercial practice, becoming a leading contract litigation and arbitration counsel, conducting oil and gas litigation and participating in energy-related regulatory matters.
In 2004, Brett took leave from Bennett Jones to work with his father, W. E. (Bill) Code, Q.C., and Alan Hunter, Q.C. From them, he obtained incredible mentoring and developed a regulatory and administrative practice, focused primarily on securities law and became outside counsel for the Alberta Securities Commission (ASC), guiding the independent Commission Members (acting as an Independent Committee) and the Executive Director through a troubled period in the ASC’s history. Through that mandate, Brett acquired extensive experience in management of a regulatory body and its functioning.