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CCCA_V4No4_Closing-FIN.qxd:CCCA_V1No2_BackPg-V1.qxd 10/27/10 4:06 PM Page 54 Closing The Deal The proactive law department Whatever its size, a proactive law department can add substantial value. ow can your legal department add sub- This relates to information right across value for the organization. This means Hstantial value to your organization?The your organization, encompassing, but not fostering a culture where there is ongoing answer, I believe, is by being proactive. limited to, manufacturing processes, use of communication between the legal depart- Regardless of its size, a legal department technology, sourcing of supplies, marketing ment and the business units it services. can add substantial value to its organization of goods and services and other aspects of For example, in-house counsel should by being proactive. This means that your the business. meet periodically with the leaders of the legal department must look forward at Further, what are the various possible business units to brainstorm and to think how scenarios may play out and anticipate directions for the organization? What new strategically about the future risks and what risks and opportunities lay ahead for approaches and/or new initiatives are opportunities of their business units. By your organization. being considered?What new opportunities being proactive, the legal department can To be truly pro-active,your legal depart- may become available to the organization? play a part in helping to avoid, or prepare ment needs to: As part of your proactive role, your for, future problems.That’s because proac- legal team will want to look at your com- tive communication between the legal • seek out a broader understanding of pany’s disclosure controls and procedures department and their business units means your organization and its activities, both and the development of the company’s watching for early signs of new risk. as they exist today and as they may exist public disclosures, if applicable, to gather As in-house counsel,we are close to the in the future; information regarding issues that may be day-to-day activities of our organizations. of concern to others in the organization. Therefore, we have a window into the • seek a broader understanding of the In addition, consider gathering intelli- needs of our organizations that make us legal environment in which the organi- gence from your external legal counsel. uniquely positioned to provide true value. zation operates, again both as it exists The old model, whereby external legal now and as it may exist in the future; counsel was hired to handle a specific Adjustments problem, has been replaced by a much I realize that not everyone in our organi- • consider “what if” situations, anticipat- more dynamic relationship. Utilize the zations will always be pleased with a pro- ing possible changes in the organization opportunities of this new relationship to active approach on the part of its legal and its activities, together with possible gather intelligence. department. In fact, if your legal depart- changes in the legal environment; and ment has traditionally operated by being Culture responsive, it might mean some adjust- • continually look out for opportunities Fostering a culture that is conducive to a ments. It might even mean some initial, to add value. proactive legal department is essential. As added sensitivity, on the part of the legal such, it’s important that the image of the department in its interactions with the To gain this understanding, internal legal department is seen as helping to business units within the organization. legal counsel can pursue various possible achieve the enterprise’s objectives. The But in time, I believe that these business avenues to gather information within legal department should never be seen as units, as they come to realize the added the organization. gatekeepers, naysayers or costly fixers. value of a pro-active approach on the part of In fact, there needs to be a culture the legal department, will appreciate your Information where risk assessment by lawyers and pro-activity and welcome your initiatives. First, the legal department should review willingness to take risks by business units areas of the business and its direction that are not seen as conflicting. Rather, they Daniel Desjardins is senior vice-president PIERRE CHARBONEAU the legal department does not understand should be seen as complementary and and general counsel at Bombardier Inc. or where it may require more information. part of a well-informed exercise to create (danield@bombardier.com) 54 CCCA Canadian Corporate Counsel Association WINTER 2010