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CCCA_V4No3_Profiles-V2.qxd:CCCA_V1No1_Profile-FIN.qxd 9/2/10 12:21 PM Page 20 Profile The dealmaker Leslie O’Donoghue’s disciplined approach at Agrium get results — personally and professionally. By Susan Goldberg L eslie O’Donoghue keeps losing her lawyers. the role of senior vice-president, business development.“I am, with Fortunately,she doesn’t have to search far to find them.As chief legal officer and senior vice-president, business development, at the rest of the senior leadership team,responsible for our big growth initiatives, our big M&A transactions — and not just from the gen- Calgary-based Agrium Inc.,she’s had the mixed blessing of watching eral counsel and legal aspects.” several of the top-performing lawyers in the company’s legal depart- When O’Donoghue says “big growth,” she means it. Since the ment move over to its business units.The trend,she says,speaks to the beginning of 2009,Agrium has acquired more than 80 retail outlets skills sets that legal training brings to commerce. in Canada, the U.S., and Argentina, adding to operations in Egypt, “The lawyers that leave bring really good judgment, reasoning, Chile,Uruguay,and Europe.The company is looking to expand both risk management, and leadership skills into the business. So over- in North America and abroad. Over the past five years, says all, it’s upping the ante for Agrium. But it’s bittersweet when they O’Donoghue, it has invested $3.5 billion in nine acquisitions, grow- leave: replacing them is tough.” ing from a market cap of $2.8 billion to just over $9 billion (U.S.) The attrition in Agrium’s legal department, says O’Donoghue, today.Agrium’s acquisition of UAP,for example,which closed in May speaks volumes about the company’s changing attitude toward its 2008, boosted net sales to more than $6-billion and essentially dou- lawyers, who “used to be pulled into the deal at the end of the bled the size of its retail business in the U.S.,to almost 850 farm cen- process to“document”it.Over time,in the industry and in the pro- tres across North and SouthAmerica.“It was a complex deal,one that fession and particularly here at Agrium, people see that legal needs added huge value,” says O’Donoghue.“And it was financed in a way to be brought in early and often, and as partners.” that allowed us to mitigate a lot of risk.We had underwritten and The attrition in Agrium’s legal department also mirrors completed the financing well before the market crashed in September O’Donoghue’s own trajectory within the company. The Calgary of 2008.So,we hadn’t taken on huge financial risk.Had we done so, native joined Agrium — a leading North American wholesale pro- September of 2008 would have hit us very hard, but it didn’t.” ducer and marketer of fertilizers and farm products — as general In the past year, the company was involved in a 10-month battle counsel in 1999, after a decade at the law firm Blake, Cassels and in an unsolicited takeover bid for U.S. fertilizer company CF Graydon LLP, where she was a partner practising corporate com- Industries.“It was,in the end,a $5-billion offer,”says O’Donoghue. mercial securities litigation. She was running an arbitration for “And,in the end,we walked from the transaction:the value propo- Agrium when their general counsel position came open.“I knew sition got too rich for us.We ended up making the right decision. the CEO. I knew the people. I knew the culture. I knew where the But it was a tough decision, a disciplined decision.” organization was going.And I knew it was going to be a huge chal- That kind of tough, disciplined decision-making earned lenge to get on top of the corporate side. But it was such a unique O’Donoghue the honour of being named Top Dealmaker of the and interesting opportunity that I really felt I couldn’t pass it up.” Year at the 2009 Canadian General Counsel Awards. In the same After seven years as general counsel, O’Donoghue, 47, took on year,theWomen’s Executive Network (WXN) named her to its list Agrium’s internal audit group,and then its environment,health,and of Canada’s Most Powerful Women. At the urging of her CEO, safety and security portfolio — both positions,she says,that fit nice- Mike Wilson, O’Donoghue has helped found and taken a key role ly within her “box of legal orientation.” in Agrium’s Women’s Leadership Group. In her tenure at Agrium, Last year,she was asked to step out of that box when she took on and in the fertilizer industry,O’Donoghue says that she’s seen“huge 20 CCCA Canadian Corporate Counsel Association FALL 2010