In the latest episode of CL Talk, Canadian Lawyer’s podcast, Tracy Ross, senior vice president and deputy general counsel at RBC, unpacked the legal complexities behind RBC’s landmark $13.5 billion acquisition of HSBC Bank Canada. Ross shared a behind-the-scenes look at how her team executed the most significant banking transaction in Canadian history – over a single long weekend – while keeping the rest of the bank’s legal operations running at full speed. She also reflected on leadership, succession planning, and how RBC’s legal group is evolving alongside the bank’s broader innovation and growth strategies. RBC was awarded the 2025 M&A Deal of the Year, Banking & Financial Services Law Department of the Year and the Canadian Law Department of the Year at the Canadian Law Awards in May.
Below is a summary of the conversation:
Royal Bank of Canada’s legal team didn’t just handle the largest banking transaction in Canadian history – they redefined how major acquisitions are executed. According to Tracy Ross, The transaction “was closed over a four-day weekend… which was unheard of, and I’m still surprised that it was done.” That quote encapsulates what made this deal historic. It wasn’t just the $13.5 billion acquisition of HSBC Bank Canada. The scale, speed, and legal choreography behind it likely impressed the judging panel that awarded it M&A Deal of the Year at the Canadian Law Awards.
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Ross made clear that the complexity wasn’t just about dollars. “HSBC Canada had 10 separate legal entities that we had to integrate into RBC,” she said. That required a full-scale plan involving amalgamations, wind-ups, and regulatory approvals across a highly scrutinized financial landscape. “We had to get regulatory approval from the Department of Finance, the Competition Bureau, securities regulatory bodies,” she said.
The strategy, which RBC called a “close and convert” model, was critical. Typically, deals this size allow post-close integration over months or even years. Not here. RBC aimed for instant absorption. “In a moment in time, we could switch over, and all of a sudden, these clients are ours,” she said. Legal restrictions on pre-close client data meant RBC couldn’t preload everything into their systems. Instead, the team engineered a legal and operational workaround under the microscope of regulators.
The operation took over 60 of RBC’s legal group members working around the clock in shifts over a single weekend. “There was a command center with people from different operations, teams, functions, businesses,” Ross said. “Making sure that we were there to work with our colleagues to advise on any issues that came up in order to make this happen.”
Pulling it off required tight coordination not just internally but globally. The deal spanned Canadian and UK jurisdictions, with ripple effects across the US, Asia, and South America. “We had to go to those jurisdictions and figure out how we could operate there,” Ross said, emphasizing that licensing and registration issues were among the many hurdles. External counsel was essential. “HSBC is a global bank, as is RBC,” she noted, making it impossible to manage all regulatory interactions without outside legal help.
But Ross draws a sharp line between what outside advisors could offer and where in-house counsel had to lead. “Internal counsel really have a better sense of the bank’s risk appetite and strategic priorities,” she said. That’s where RBC’s legal bench strength paid off. “Understanding our products and services inside and out helped when we were reviewing HSBC products and services to see [what] would be integrated and what we might have to change, and that's something I don't think external could have done.”
Maintaining that depth is strategic. RBC’s legal team, as Ross described it, operates like an internal firm with specialized practices. For example, their growing patent and IP strategy is increasingly tied to the bank’s AI work. The legal group brought in a patent agent to work closely with RBC’s innovation lab, Borealis. “So we're able to be more strategic on our approach to building out technology and protecting our IP.”
Even in operational areas like non-disclosure agreements, RBC’s legal department is streamlining work through technology. “It’s a dynamic tool that you can enter some information, and then it’ll ask you some more questions… and once you’ve got all the answers in, it will provide an agreement to you that you can then use with a digital signature,” Ross said. The tool minimizes legal bottlenecks and frees up lawyers for more strategic work.
Still, she’s clear that AI and automation have limits. “Customer service, in my opinion, will always be a bit of a human task,” Ross said. While AI is leveraged extensively to lighten the legal and operational load, it’s not a substitute for human judgment regarding client interaction.
That blend of rigour and humility came through when asked about the team’s recognition at the Canadian Law Awards, where they also won for Banking & Financial Services Law Department of the Year and Canadian Law Department of the Year, which were awarded to the entire legal group. “It recognized the people who didn’t work on the HSBC transaction,” Ross said. They “had to keep the bank running and had to cover for the people who were working on the deal.”
RBC didn’t slow down on other fronts. While one part of the legal team executed a record-setting acquisition, others helped launch RBC Clear – a digital cash management platform in the US – and advised on the bank’s inaugural offering of $1 billion in Limited Recourse Capital Notes. They also implemented new regulatory mandates like OSFI’s B-10 Third Party Risk Management Guideline.
Maintaining that pace demands a strong bench of future leaders. RBC emphasizes rotational experiences and cross-functional learning. Ross worked outside the law group in risk and compliance before stepping back into a leadership role. “That's not uncommon to be able to go out and work in different areas and learn different things,” she said.
Training is also tailored to feedback. “We rely on our engagement scores to find out what people are missing and what they would like more training in,” she said. This constant feedback loop allows the team to adapt its development strategy to meet the firm’s and individual lawyers’ evolving needs.
When asked what law firms should consider when working with clients on high-stakes deals, Ross doesn’t equivocate. “Keeping people on the deal, who are on the deal from beginning to end… that’s helpful,” she said. This helps ensure “we don't have to keep retraining new people on the bank what we're doing, what our priorities are, what our appetite is.”
What emerged from this transaction isn’t just a legal case study – it’s a template for executing at scale under immense scrutiny. And it has elevated the legal department’s position within RBC. With their chief legal officer assuming oversight of the bank’s strategy team and other strategic functions in 2024, the legal group is no longer simply supporting the business – it’s helping lead it.
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