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NATL61_048-052 03/08/2007 09:52 AM Page 49 A new breed Feature of in-house lawyer by Yves Faguy e’re in an environment of real-time deci- grudgingly part with some of their best talent. sions,” says Kevin Derbyshire, general Still, it took a string of corporate scandals—and a sharp turn counsel and vice-president of business towards a more rigorous culture of compliance and accountabil- affairs atVirgin Mobile Canada.“The need ity—for legal advisors to truly become indispensable to senior for a quick assessment of a situation from the legal perspective is management. more and more acute. For that to happen, it’s critical that general “Boards are getting nervous,” says Snow.“People don’t want to counsel, the CEO and the board of directors be closely aligned.” sit on them anymore because of the potential liabilities. So they What a far cry from the 1970s and 1980s. In those days, in- count on me to let them know what their responsibilities are,and house legal departments were expanded—or even created—pri- how to avoid getting into trouble.” marily as a cost-saving alternative to farming out work to law In addition to drafting company codes of conduct, general firms. This explains why, initially, general counsels were valued counsels are bringing ethical issues to the board’s attention, and only for their narrow, technical abilities. Also, why, for the most helping them manage social and environmental risks. part, corporate counsel remained at arm’s length from company- “The lawyer’s role is to make sure that the appropriate decision- wide initiatives. In the legal marketplace, the job itself was some- makers are aware of the legislative backdrop and to provide practi- times unfairly tagged as a low-profile,and comparatively low-paid, cal advice on how that can be enforced at the company level,”says retreat from the long hours of private practice. Derbyshire. Company lawyers are also valued as useful strategic In the early 1990s, several factors combined-to-dramatically thinkers, with practical wisdom and a broad understanding of reg- alter the role of corporate counsel. First, the economy turned ulatory concerns.“It can very helpful in mapping out strategic ini- sour. Second, companies continued to struggle with the relent- tiatives,” says Derbyshire.“You become a point of data in the deci- less rise in legal costs. Gradually, legal departments were expect- sion-making process if you have that regulatory exposure.” ed to demonstrate cost-effectiveness and further, to make a value-added contribution to meeting the company’s objectives, How to be an entrepreneur just like any other business unit. Even so, getting corporate chiefs to listen requires first winning “Expectations have changed a great deal,” says Odette Snow, their trust.It means presenting legal advice that is sensitive to the vice-president and general counsel at Assumption Life in company’s commercial strategy and goals. It also means speaking Moncton. “At first it was about drafting contracts others had the right language when reporting to the board.“If you just stick negotiated or giving opinions once legal action had been taken to your legal training and principles, you won’t move up,” says against the company.” Snow. “The managers will just dismiss you by saying that you Over time,reacting to events initiated without her participation don’t understand their challenges.” gave way to a deeper involvement in the company’s strategic “The key to success is information and keeping a couple of direction.“Senior management would bring me in at the begin- steps ahead by knowing where the company is going and where ning of negotiations, a file or, if a new product was developed, we the major concerns lie,” says Derbyshire, who left private prac- would have to think about what to watch out for.” tice 11 years ago because, professionally, he wanted to play a key part in advancing a business. “You’re brought in as another com- Highly-desirable positions ALENA GEDEONOVA Not surprisingly, the added responsibilities have made in-house ing, negotiating and concluding contracts.” mon-sense head at the table, and not just the legal person draft- counsel positions at Canadian and U.S. companies both desirable Admittedly, entrepreneurship is a state of mind not always easily acquired, and many in-house lawyers feel they are plenty busy just and sought-after, often to the chagrin of law firms who must MARS 2007 CCCA Canadian Corporate Counsel Association 49