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NATL61_003 03/08/2007 09:16 AM Page 3 CCCA CANADIAN CORPORATE Table of Contents COUNSEL ASSOCIATION ASSOCIATION CANADIENNE magazine DES CONSEILLERS (ÈRES) JURIDIQUES D’ENTREPRISES A CANADIAN BAR ASSOCIATION AFFILIATE AFFILIÉE À L’ASSOCIATION DU Leading Corporate Counsel • Le conseiller juridique d’entreprise – Droit devant BARREAU CANADIEN MARCH 2007 MARS Volume 1, No. 1 4 From the Editor: 2007 will be the year of the corporate counsel 6 From the President: A new CCCA magazine signals a new CCCA direction 8 From the Executive Director: CCCA…the brand name for corporate counsel 60 CCCA News: A quick look at upcoming events and projects Features 24 The New Rules of Risk: A new emphasis on regulatory compliance enhances the role of in-house counsel. By Pablo Fuchs 34 In the Driver’s Seat: Strategies for controlling the cost of outside counsel. By Ann Macaulay Here an Act, There an Act, Everywhere Uncertainty: Climate change, the Clean Air Act 40 40 and corporate confusion. By Patti Ryan 48 A New Breed of In-House Lawyer: In-house counsel are much more than legal advisors. Increasingly, they play a critical role in senior management. By Yves Faguy Departments 10 Courts and Legislatures: A Duty to Consult Without proper consultation, developing resource projects on Crown lands is risky. 24 14 Managing the Law Department: Managing the Risk. Setting up codes of conduct for corporate law departments. 48 18 Cross Border Department: Checking the Date, Checking it Twice. Backdating and springloading:Watching out for option grant irregularities. 22 Small Law Department: Dancing Solo Running a one-person law department means being nimble on your feet. 58 Profile: HP Canada’s Georgia Sievwright, Vice-President, Law and Government Affairs…Marching to Different Drummer Columns 58 53 Corporate Law: Talking ‘bout My Compensation New U.S. executive compensation disclosure rules are likely to affect Canadian companies. 54 Litigation Law: An Ounce of Prevention Effective litigation management. 56 Labour & Employment Law: When a Contract’s Not a Contract Can employers unilaterally amend executive employment contracts on notice? 57 Intellectual Property: Flying Offshore The benefits of migrating intangible assets. 62 Closing the Deal: The Metrics System Creating your legal department’s performance metrics. MARS 2007 CCCA Canadian Corporate Counsel Association 3