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CCCA_V4No3_ToC-FIN.qxd:CCCA_V1No2_ToC-V1.qxd 9/2/10 7:19 AM Page 3 CCCA CANADIAN CORPORATE COUNSEL ASSOCIATION ASSOCIATION CANADIENNE magazine DES CONSEILLERS (ÈRES) JURIDIQUES D’ENTREPRISES A CANADIAN BAR ASSOCIATION AFFILIATE AFFILIÉE À L’ASSOCIATION DU Table of Table of Contents Leading Corporate Counsel • Le conseiller juridique d’entreprise – Droit devant BARREAU CANADIEN FALL 2010 AUTOMNE Volume 4, No. 3 5 From the Editor: It’s all about the client Purchasers of legal services take centre stage in post-recession world. 7 From the President: High performance, high integrity How CCCA can help you succeed. 9 From the Executive Director: Get connected CCCA’s new interactive website provides a 24/7 forum and portal for global corporate counsel. 46 Deals & Developments A look at some of the deals, acquisitions and financings that took place over the last several months. 51 CCCA News: Incoming CCCA president Cheryl Foy brings global, public company and academic perspectives. Features 22 22 Don’t break the budget on external counsel Corporate counsel share their top tips on cost control. By Bev Cline 30 Restructuring bankruptcy Canada’s sweeping overhaul of insolvency and restructuring laws. By Michael Rappaport 36 Outsourcing in-house counsel Trailblazing firms specialize in providing in-house counsel on an as-needed basis. By Michael Rappaport 30 Departments 36 11 Performance in the Law Department Highlights of the 2010 Australian and New Zealand benchmarking report. By Richard G. Stock 14 Technology Keeping tabs on external counsel. By Luigi Benetton 17 Ethics A whistleblower hotline can be an effective part of a strong compliance and ethics program, provided complaints are handled properly. By ChristaWessel 20 Profile: Leslie O’Donoghue Agrium’s chief legal officer and senior vice-president, business development, is a top dealmaker. By Susan Goldberg Cover photography by Marnie Burkhart, Jazhart Studios 54 Closing the Deal Globalization is fundamentally changing the legal landscape. By Daniel Desjardins Legal Updates 42 Conflict of laws: Ontario Court of Appeal turns conflict into clarity (we hope). 44 Cross-border taxation: Canada Revenue Agency and Treaty benefits on dividends paid by Canadian ULCS 20 AUTOMNE 2010 CCCA Canadian Corporate Counsel Association 3