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www.canadianlawyermag.com 47 NUCLEAR AMBITION IS REWRITING WHAT IN-HOUSE LEGAL WORK LOOKS LIKE AT OPG Ontario's clean energy surge is rewriting what in-house legal work looks like, and for Carlton Mathias, chief legal, ESG, and governance officer at Ontario Power Generation, the shift begins with attitude. "The old model and the old stereotype of lawyers only putting up red flags and telling people to go slow … that is not the way to succeed in a modern competitive world where there's a huge demand for infrastructure buildout," Mathias says. "Our advice must include taking risks, but it needs to be informed." Ontario Power Generation (OPG), the provincially owned commercial corporation that produces roughly half of Ontario's electricity through a mix of nuclear, hydroelectric, and other low-carbon sources, received provincial approval in spring 2025 to proceed with construction of the first small modular reactor (SMR) at its Darlington site – total program cost of this project is pegged at $20.9 billion. "We have first-of-a-kind projects," he says. "We need highly innovative contracting arrangements with our vendor partners." When OPG launched its $13 billion Darlington Nuclear Refurbishment Project – completed ahead of schedule and under budget in March 2025 – the board created a dedicated standing committee to oversee that program. It has since evolved into the Major Projects Committee, which now provides oversight of the SMR project and the Pickering Nuclear Refurbishment Project. The corporation's annual procurement runs at approximately $2.7 billion. "The technology and the work that we do here are then transferable across the world," Mathias says. "We have countries from all around the world knocking on OPG's door on a regular basis about what we are leading on the SMR front because they want to learn from us and replicate it at home. "Strong legal skills are table stakes," he says. OPG's lawyers visit plants and project sites regularly. "When you're solving a legal problem, it's really something you're thinking about in three dimensions, not just black and white on a piece of paper." CARLTON MATHIAS Company: Ontario Power Generation Inc. Title: Chief legal, ESG, and governance officer BUILDING IMCO'S LEGAL FUNCTION FROM SCRATCH – AND THE VALUE OF RISK-ADJUSTED ADVICE Building a multibillion-dollar investment manager from a government report turns out to be both a legal and an organizational challenge. That is the lesson Allen Garson drew from helping to launch the Investment Management Corporation of Ontario (IMCO), where he became the first general counsel and inherited the task of building the legal foundations needed to support the organization and its consolidation mandate. IMCO grew out of a 2012 review that recommended pooling Ontario's fragmented public-sector funds, and it opened in July 2017, with Garson arriving a month later. Garson oversaw the establishment of IMCO's pooled- funds structure, consolidating $52 billion in client assets across a wide range of asset classes. The pooling project "wasn't just about creating legal structures. That was the easy part of the job," he says. "This organization was young, effectively an early merger and startup, and didn't have the necessary integration across the organization just yet." Today, IMCO manages more than $90 billion in assets across eight clients. Garson came to IMCO after decades in private practice, most of them at Heenan Blaikie LLP. Garson stayed "right until the end in 2014," and the dissolution forced an abrupt transition. "In 2014, when Heenan's closed the doors, I, together with a group of about 45 or so other people, went over to Dentons Canada," he says. He was steering that move while closing Berkshire Hathaway Energy's acquisition of AltaLink. What drew him to IMCO was the mandate itself. "The idea that it was in the public sector and for a really important public purpose was … really intriguing to me," he says. He keeps the structure flat and treats trust as the currency that makes it work. "Trust comes in on foot and leaves on horseback," he says. "I think our team is very good at trying to be a real business partner as opposed to just a service provider." ALLEN GARSON Company: Investment Management Corporation of Ontario (IMCO) Title: General counsel and corporate secretary