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CCCA62_026-033.qxd:CCCA_V1No2_Recruiting-V1.qxd 09/14/2007 03:08 PM Page 30 Cover Story “ It’s the breadth of issues, across a number of jurisdictions inside and out- side Canada, as opposed to any one issue itself, that can ” make the job challenging. Tyler Barrs, General Counsel Boston Pizza International Richmond, B.C. Biovail in 2006 as senior vice-president, general counsel and cor- can make the job challenging,” confirms Barrs. “It’s not because porate secretary, it was to help guide Canada’s largest pharmaceu- any one of them is particularly complicated. It’s because I’m not tical company repair a somewhat blemished reputation. Biovail is just general counsel for one organization, but for literally about currently defending itself against some aggressive regulatory and 50 different companies, many of which are active businesses.” securities litigation, while its accounting practices are currently Is it possible to master it all? “No one individual is going to under review by the U.S. Securities and Exchange Commission. have all of those skills,” says Pierre Chenard, deputy chief legal “There’s no doubt that the governance challenges of the last officer at aluminum producer Alcan in Montreal. “I need to five years have significantly changed the role of the general make sure that, as a group, we have all the skills we need to counsel,” says Kelley from her head office in Mississauga, respond to the company’s needs.” Ontario, adding that most of these challenges are driven by U.S. Indeed, the key for most general counsel running multination- requirements. “The heavier burden is definitely coming from al law departments is building a top-quality global legal team.First there.Any public issuer has to be more conscious of the gover- and foremost,that means increasing the legal talent pool and strik- nance rules and the impact they have on the public shareholders ing the right balance between quantity and quality. and the regulators.” In the case of Alcan, also at the centre of a major takeover this Biovail is also involved in several other lawsuits, one of which year — by Anglo-Australian mining giant RioTinto — opera- was launched by the company itself against a U.S. hedge fund, tions are spread across more than 60 countries worldwide, from alleging the fund hurt the value of the company’s stock and rep- South Africa to Iceland. “We have a pervasive business, and all utation through a short-selling conspiracy. kinds of laws apply to our activities,” says Chenard. “If you were to staff up to address every last one of those issues for every Building the right team country, you’d probably have many more lawyers on the payroll The best way to keep a company’s reputation intact is obviously to than required to address the company’s true needs.” keep mistakes at a minimum.But the breadth of issues that a multi- It’s important, he adds, that the general counsel have good national legal department must address can be daunting. General instincts and the ability to recognize issues requiring the attention counsel must be ready to tackle anything from class actions of a specialist. A legal department should collectively have enough launched by overseas customers,to the nuts and bolts of trade agree- expertise relevant to the company’s business to recognize when an ments and customs operations. And when advising on internation- expert is needed in-house and when to seek help from outside al expansion strategies, there are a host of issues to keep the top in- counsel. “Alliances with good external law firms that can service house lawyer awake at night,from cross-border due diligence to tax, you well are important for operations abroad,” says Chenard. local competition law and intellectual property considerations. For Barrs, it helps to have a good grasp of the legal framework “It’s the breadth of issues, across a number of jurisdictions, of other jurisdictions in which the company does business, but the ROBERT KAEPA inside and outside Canada,as opposed to any one issue itself,that key for a general counsel dealing in an international environment 30 CCCA Canadian Corporate Counsel Association FALL 2007