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NATL61_048-052 03/08/2007 09:52 AM Page 50 Feature Odette Snow Vice-President and General Counsel, Assumption Life sweating the contractual details. Yet revealingly,a 2005 survey con- Witness the recent scandals involving lawyers caught up in ducted by the Canadian Corporate Counsel Association shows that options backdating or—in the case of Hewlett-Packard’s Anne more than a quarter of in-house lawyers said that,looking ahead to Baxter—flawed internal investigations. the next five years,they would have to learn business sector knowl- Christine Leeming, director of legal services at Avestor in edge skills in order to remain effective in their job. One in five Boucherville, Quebec, sees these incidents as warnings for any- respondents pointed to accounting or financial skills as one as area one under pressure to tell senior management what it wants to they will need to learn. hear. When in-house lawyers move into senior management Still, it isn’t easy to teach an old lawyer new tricks, and it will position, she says, they cannot both legal counsel and executive. take more than a few number-crunching skills. For many, a law “Then they wouldn’t be performing their duties the way that department’s responsibility to protect the company from inap- they should,”says Leeming.“As legal counsel,you have a respon- propriate risk precludes lawyers from getting involved in busi- sibility to counsel according to legal requirements.” ness decisions. But according to Derbyshire, to be purposefully Obviously,being a key member of an organization’s business in non-decisional is a mistake. A lawyer should search aggressively no way alters what is appropriate for a gatekeeper invested with for solutions instead of saying “no.” the duty to prevent misconduct, says Derbyshire. “You always Snow agrees. “Legal counsels must rid themselves of their aver- have to maintain your independence in providing legal advice sion to risk if they want to survive,” she says.“When I came here which may potentially conflict with a decision [by executives or 16 years ago,I was very risk averse and spent my time telling peo- the board of directors],” he says. ple what they couldn’t do, which they didn’t always appreciate.” So can one be both an independent counsellor and a business Still, blurring the lines between general counsel and industri- partner, a lawyer and a member of the management team? “I ous entrepreneur is fraught with pitfalls.The pressure to be part never thought that because I’m a lawyer, I should not be a part of the "team" can impair a general counsel’s ability to give dis- of advancing the business,” says Derbyshire. “I’ve always felt I MAURICE HENRI passionate legal advice against a decision favoured by executives. should be an equal person at the table.” 50 CCCA Canadian Corporate Counsel Association MARCH 2007