The LSO’s Bencher Code of Conduct requires encouraging – not stifling – whistle-blowing and conflicts of interest are very clearly set out as is the obligation of the lawyer to remove themselves from any discussion or matter where a conflict arises.

Also Benchers MUST not intimidate or threaten using their authority.

Whistleblowing

19. Benchers should encourage disclosure of wrongdoing at the Law Society to
ensure that the Law Society abides by its Business Conduct Policy

Avoiding Improper Use of Influence

20. Benchers must not use their positions in an improper way to further their private
interests or those of associates, friends or relatives. Benchers must not use, or
attempt to use, their authority or influence for the purpose of intimidating,
threatening, coercing, commanding or influencing management with the intent of
interfering with management’s duties or another person’s interests, including the
duty to disclose improper activity.

PART 3 CONFLICTS OF INTEREST

I Introduction

31. As directors, benchers can be expected to have conflicts between their roles and
other interests from time to time. Managing conflicts fairly, effectively and
transparently serves the public interest. Avoiding conflicts of interest contributes to
confidence by the public and the profession that both policy and adjudicative
decision-making is being made free from external or improper interest, favour or
bias.

II Benchers Serving on Committees and in Convocation

32. Benchers are to identify material conflicts between their personal and/or
professional responsibilities or interests and matters for deliberation in committee
and/or in Convocation. In considering whether there is a conflict, benchers should ask themselves whether or not a well-informed, reasonable member of the public would conclude that their decision-making could be influenced by duties owed to others or to personal interests. In doing so, the focus should be on actions, not on motives. Conflicts of interest should be considered not just from the bencher’s own perspective but also from the perspective of licensees, stakeholders and the public whose confidence in the Law Society must be maintained.

33. Benchers should not participate in discussion of or decision on a matter where the
bencher or the bencher’s firm acts for a client whose interests will be significantly
affected by Convocation’s decision, or where the bencher or the bencher’s firm is,
through the professional relationship with the client, in possession of confidential
information related to the issue under consideration which may tend to influence
the bencher’s decision on the matter.

35. Upon recognizing a conflict, the bencher is to declare the conflict and remove themselves from the consideration or discussion of the matter related to the conflict.

37. Benchers are encouraged to discuss potential conflicts with the Ethics Lead or with
experienced and neutral colleagues whenever there is a question in the mind of
the bencher as to whether they ought to withdraw from a discussion, a vote, or both.

On April 9th 2025 this article appeared in the Law Times

https://www.lawtimesnews.com/resources/professional-regulation/former-lso-bencher-files-code-of-conduct-complaint-against-benchers-who-reviewed-ousted-ceos-salary/392082

Former LSO bencher files code of conduct complaint against benchers who reviewed ousted CEO’s salary

Sam Goldstein filed his complaint with the LSO’s treasurer on April 5th

Sam Goldstein, Jonathan Rosenthal

BY Jessica Mach 09 Apr 2025 Share

A former Law Society of Ontario bencher has filed a complaint with the regulator against two current members of its governing board, alleging they violated a code of conduct via their involvement in a controversial pay hike for former chief executive officer Diana Miles.

The complaint by Sam Goldstein, addressed to LSO treasurer Peter Wardle and dated April 5, references a report on Miles’ raise prepared by former associate chief justice of Ontario Dennis O’Connor. Members of the LSO’s governing board, or Convocation, overwhelmingly voted to release the report to the public in late March following mounting pressure from legal organizations and individual lawyers.

Goldstein summarized O’Connor’s findings about two current benchers, Sidney Troister and Megan Shortreed, both of whom were part of an LSO compensation committee that reviewed a proposed raise for Miles. Shortreed, whose experience includes employment litigation, had represented Miles when the executive negotiated her employment contract with the LSO in 2018.

According to Goldstein’s summary, Troister attended multiple compensation committee meetings where it was acknowledged that Convocation should be consulted about changes to Miles’ compensation. Goldstein meanwhile said Shortreed did not adequately question whether Convocation needed to be consulted about the pay raise.

The lawyer’s complaint alleged that both benchers violated the LSO’s code of conduct for benchers and “showed contempt of the democratic practice by choosing not to consult Convocation.”

He added, “Clearly both benchers ought to have known that the proposed compensation package ought to have been approved by Convocation. Both benchers appear to be ignorant of the policies and practices of the LSO and the mandates of the committees they were appointed to and participated in or chaired.”

Some details of Goldstein’s summary of the O’Connor report depart from the report itself.

According to Goldstein’s complaint, for example, Shortreed told former LSO treasurer Malcolm Mercer “that she had no conflict regarding any discussion of Diana Mile’s compensation or bonus and that because her retainer had ended, she did not think there was any conflict of interest.” The complaint also notes that Shortreed did not inform Convocation that she had previously represented Miles.

Meanwhile, O’Connor’s report found that after being elected as a bencher in 2019, Shortreed informed Mercer that she had been retained by Miles in 2018 and discussed whether it would be a conflict for her to vote as a bencher on Miles’ annual bonus. According to Shortreed, Mercer said there was no conflict in the circumstances, partly because her retainer had ended.

However, O’Connor also found that Shortreed did not report her retainer to Convocation and voted annually on Miles’ bonus in the following years.

On Tuesday, Troister and Shortreed each said they planned to contest Goldstein’s allegations.

“Mr. Goldstein’s letter is in part factually incorrect and is an unfair characterization of the events and my and other committee members’ involvement in them,” Troister said in a statement to Law Times. “I have great respect for Convocation, the bencher code of conduct and the process and I will leave it to the treasurer to deal with the complaint as required by the code of conduct.

Shortreed told Law Times, “The allegations in the complaint are unfair and I will be defending them in accordance with the process set out under the law society’s bencher code of conduct.”

Under the LSO’s bencher code of conduct, individuals can file complaints alleging code of conduct breaches with the regulator’s treasurer. Subjects of the complaint are given an opportunity to respond in writing. The treasurer will then make a decision about the complaint, with the option to refer the matter to an investigator.

Once the matter concludes, the treasurer is required to report it to Convocation. That report is public.

Goldstein, who served as a bencher from 2019 to 2023, told Law Times he decided to file the complaint because “it seems fitting that Troister and Shortreed, who supported the bencher code of conduct in the last bencher election should be judged by it.” In 2019, he ran for a bencher seat as a member of the StopSOP slate, which later rebranded as FullStop. Goldstein ran as an independent in 2023.

He added, “The problems at the LSO are cultural. The only way the LSO can be saved from the people who now run it is by taking it back in 2027.”

In 2023, the Good Governance Coalition, a group of lawyers that looked to challenge the FullStop slate, swept the LSO’s bencher elections. Troister and Shortreed were part of the coalition. Those benchers’ terms will last until 2027.

Jonathan Rosenthal, a current bencher elected as a member of the Good Governance Coalition, said in an email that he questions Goldstein’s motives for filing his report. While the matters involving Miles’ pay hike are “very serious,” Rosenthal says he finds it “somewhat ironic that Sam Goldstein has purportedly made this bencher code of conduct complaint as he recently posted his desire to see that the bencher code of conduct be abolished.”

He pointed to a recent LinkedIn post in which Goldstein called for a working group to discuss multiple issues related to the LSO, including revoking the bencher code of conduct “that has been used to discipline benchers from revealing this controversy and is inconsistent with a principle of transparency.”

Rosenthal also took issue with Goldstein singling out “the two lawyer members of the compensation committee  who ran with the Good Governance coalition.”

He adds, “Justice O’Connor made no findings of misconduct against Megan Shortreed or Sid Troister. I have full confidence that Treasurer Wardle (with or without Sam Goldstein’s complaint) will ensure that if anyone is to be held accountable they will be.”

The LSO did not respond to a request for comment by publication time. 

Editor’s Note: This story has been updated to clarify that Goldstein ran for a bencher seat as a member of the StopSOP slate in 2019 and ran again as an independent in 2023.