Gerald A. Badali Counsel Toronto Tel : 416.307.4064 Fax : 416.865.7048 Email : gerald.badali@mcmillan.ca VCard :

Professional Activities

Gerald Badali is a member of the firm's Information Technology and Corporate & Insurance Practice Groups. His practice areas include corporate/commercial work with a particular emphasis on information technology and insurance matters.  He is a Chief Agent in Ontario and is a former member of the Legal Advisory Committee of the Financial Services Commission of Ontario (FSCO).

Memberships

• Canadian Bar Association 
• Ontario Bar Association

Information Technology

Gerald Badali has been advising on information technology issues in excess of twenty years, first on the supplier-side representing licensors, distributors and processing companies, and later on the customer-side representing financial institutions, manufacturers and health care providers.  His advice has included counseling on the acquisition, licensing and protection of technology and intellectual property; the development and use of software and on-line technologies; the distribution of computer products and services; and the implementation of outsourcing and business continuity strategies.  He is well-versed in the requirements of the Superintendent of Financial Institutions for outsourcing arrangements involving federally-regulated financial institutions.  Gerald's practice emphasizes the drafting and negotiation of technology-related agreements, both domestic and cross-border, including the following:

• Acceptable Use Policy (Internet, etc.) 
• Confidentiality/Non-Disclosure 
• Consulting/Professional Services 
• Computer Time Sharing
• Database Development and Maintenance 
• Database Subscription 
• Distribution (Hardware, Software, etc.)
• Disaster/Business Recovery 
• EDI Communication Services 
• Electronic Funds Transfer
• Equipment Financing 
• Facilities Management
• Hardware Lease (individual and master agreements) 
• Hardware Purchase and Sale 
• Hardware Maintenance
• Network Services 
• Non-Competition 
• On-line Access 
• Original Equipment Manufacturer (OEM)
• Outsourcing
• Software Development
• Software Evaluation
• Software Licence/Sublicence
• Software/Technology Escrow
• Software Maintenance and Support
• Software Integration and Support
• System Acquisition and Integration
• System Access
• System Integration
• Technology Transfer
• Value Added Reseller (VAR)
• Vendor of Record (VOR)
• Web Site Design and Development
• Web Site Hosting
• Web Site Use

Corporate & Insurance

• Advised life insurance companies and their holding corporations in connection with acquisitions as well as with divestitures of divisions, subsidiaries and investments including asset sales, share sales, assumption reinsurance and insurance administration agreements
• Extensive experience in the area of segregated funds having worked on the launch of several different families of funds, both direct investment and fund-on-fund arrangements
• Advised on product development work including term life, universal life and annuity policies, in addition to variable insurance contracts
• Advised on accident and sickness, property, liability, surety, title, travel and creditor's group insurance matters
• Advised on corporate policies and compliance regimes in respect of investments, outsourcing, money laundering, anti-terrorism, etc., for various financial institutions
• Advised on corporate reorganizations and governance, market conduct, product distribution and marketing arrangements, as well as on regulatory matters related to all of the foregoing
• Advised on 'insurance discrimination', and the intersection of 'human rights discrimination' and insurance
• Advised on reinsurance treaties and agreements

Gerald Badali is the author of a number of works including:

• The Life Insurance Section for the Province of Ontario, as published in A.M. Best's Digest of Insurance Law
• The Anti-Money Laundering/Anti-Terrorist Financing section of Compliance Office®, Ethidex's web-based compliance and risk-management system, which is currently utilized by numerous Canadian insurers
• Policies and Procedures Manuals which are currently used by various insurance companies, banks and trusts in respect of their compliance and risk management programs, in the following areas:
        - Outsourcing 
        - Anti-Money Laundering and Anti-Terrorist Financing 
        - Pledging

March 2011 risky business: doing business in near-failed and failed states Client bulletin

September 2010 Filthy Lucre: Confronting the Risks of Money Laundering Risk Management Magazine, Vol. 54:4 (May, 2010), Risk and Insurance Management Society, Inc., New York, New York

October 18, 2009 Anti-Money Laundering and Anti-Terrorism Financing Registered Deposit Brokers Association, 2009 RDBA National Educational Conference, Fairmont Royal York Hotel, Toronto, ON

February 26, 2009 Anti-Money Laundering and Anti-Terrorism Financing Independent Financial Brokers Association, Toronto Spring Summit, Toronto Congress Centre, Toronto, ON