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CCCA_V3No2_Dept-Compliance-FIN.qxd:CCCA_V1No2_Dept-CourtLeg-V1.qxd 4/27/09 6:14 PM Page 12 Compliance Navigating the compliance rapids As deregulation fades in troubled times, corporate counsel must grapple with compliance overload. lisabeth Preston, the chief legal Eofficer of Ottawa-based Allen Vanguard Corp., had to reschedule an early morning meeting recently. She had spent the entire previous night working on a compliance matter. “It was an acute U.S. securities law issue, something had come up,” explains Preston, who’s also Allen Vanguard’s vice president of corporate affairs, general counsel and corporate secretary.The legal department at the Ottawa-based firm, which offers proprietary counter-terrorist equipment systems, has been “inhumane- ly busy” during the past few years as the company has seen massive growth and expanded into many markets. “From a compliance perspective, there’s schemes requiring corporations to meet a role of corporate counsel. According to lots of work related to the defence space. bevy of compliance and disclosure duties. Riva Richard, vice president, legal affairs It’s especially busy for Allen Vanguard But new crises have popped up since — with Winnipeg-based CanWest Global because we have subsidiaries in the U.S., some were industry-specific, while others Communications Corp. in-house counsel the U.K., India and Ireland, which comes were more widespread — that have raised, now needs to be a “coordinator and edu- with a lot of extra work,” she says.“I take and will continue to raise, the compliance cator” and a project manager, in addition it all in stride — I understand why there bar even higher. to being a legal strategist. are regulations.To us, if you’re a fish, you “The amount of regulation has increased “The best way to deal with the increase swim in the water.And the pond we swim five-fold in the past ten years and it shows in compliance was to make it a full team in is highly regulated.” no sign of abating,” says Sterling Koch, effort, along with people in the financial Although companies across Canada director of regulatory and legal at Calgary- reporting and communications groups,” operate in a variety of different industries, based power generation firm TransAlta Richard says.“The role of the legal depart- their corporate counsel have had to deal Corp. “With any type of market scandal, ment is to say,‘Here’s what’s coming, here’s with a significant increase in compliance- governments and regulators respond force- what’s required.’” Koch agrees: “If you related work this decade.It all started with fully. The pendulum has now swung far in don’t [work closely with other groups], the Enron and WorldCom accounting terms of compliance, and it’ll be a while then you’re setting yourself up for failure.” scandals in the U.S. in 2001-02, which led before some deregulation takes place.” But it’s not just other groups within the to the wide-ranging Sarbanes-Oxley Act. company with which legal departments Canada and many other countries fol- Full team effort must build stronger relationships, Richard lowed suit and passed complex regulatory This shift has fundamentally changed the says:“There is now much greater oversight VEER 12 CCCA Canadian Corporate Counsel Association SUMMER 2009