Page 19 - CCCA 226419 Magazine Fall 2014

{ Feature } thought I had been hit by a two-by-four in the f rst couple of weeks,” recalls Ripley, an experienced corporate lawyer “ it is a lot more seeing around the I recruited back to Canada after 11 years with an oil and gas corners and providing a lot more company in Houston, Texas. She adds, “I had to learn at warp preventative advice. speed because we had some big-time decisions to make.” ” Her experience underscores the growing demands on in- Charlene Ripley, EVP & GC, Goldcorp Inc. house lawyers who work across borders on legal matters central to their company’s bottom line. “It is not just purely ‘are you following the law?’” says Ripley. “It f nancing deals that recognize jurisdictional differences in legal is [a question of] ‘are we doing what we can to make sure that we practices, particularly Mexican import laws. “We develop tri- understand what our legal obligations are?’ It is a lot more seeing border, NAFTA-like agreements so we can serve our Canadian around the corners and providing a lot more preventative advice.” customer both in the U.S., Canada and Mexico,” says Bogdano- wicz. The initial deal, which required a sophisticated legal un- derstanding of Mexico’s unique tax and import laws, became a redeFInIng strategIes precedent for GE’s cross-border f nancing deals in that country. Rebounding global commerce, looming free trade agreements Getting involved early can also improve internal company and globalization of business operations are fueling exports, perceptions of the role of the corporate counsel. “For me, it is mergers and acquisitions for Canadian f rms and foreign- personally satisfying because you are not the back-off ce road owned subsidiaries here. After a slow post-recession recovery, block anymore. You are the solution f nder,” says Bogdanowicz. Canadian exports are expected to increase 6 per cent in 2014, Sometimes, in-house lawyers are called on even when there more than double the rate for the whole economy, according to is no deal to negotiate. As part of her mandate, Bogdanowicz is Export Development Canada chief economist Peter Hall. “It’s leading GE’s organization of a national diversity workshop in co- clearly a driver of activity as we go into 2015.” operation with Canadian Lawyers Abroad to discuss aboriginal But danger lurks on all fronts: geopolitical turmoil, widening inclusion, retention and advancement of women and outreach to use of economic sanctions, stepped-up criminal prosecution of recent immigrants. The November 2014 event includes in-house bribery and corruption worldwide, and heightened scrutiny of lawyers from customer f rms, satisfying GE’s corporate goal to foreign investment deals, especially as it relates to national securi- build relationships and demonstrate social responsibility. ty. “On politically sensitive transactions, there is much more risk “More and more companies are recognizing the sophistica- than there used to be and much more planning is required,” warns tion of the legal work they need to have done,” says Dorothy Lawson Hunter, counsel at Stikeman Elliott LLP, the Canadian Quann, vice-president and general counsel for Xerox Canada. counsel for China’s state-owned CNOOC Ltd. in its $15.8-billion With in-house counsel on both sides of a transaction, she says, purchase of Nexen Inc., a Calgary energy f rm, in 2012. “they really understand the business and understand the busi- Expected to manage the unpredictable, in-house lawyers say ness intent around the transaction. That really helps to align they are pursuing new strategies to fulf l, or sometimes expand, both parties much earlier in the negotiations.” their core mandate to minimize corporate risk. One way is for She adds: “A lot of the really exciting work is going in-house in-house counsel to embed themselves as early as possible in right now and it is being managed through the off ce of general cross-border transactions. counsel. It is because of the globalization that is going on.” “The new general counsel has to be strategic and really have a seat at the business table, so they can get to know their cus- tomer and the customer’s strategies and be able to translate that makIng It gloBal and local into a practical legal solution, ” says Kasia Bogdanowicz, senior Another popular strategy is to “think locally, act globally.” It’s a vice-president, legal affairs, and general counsel of GE Canada. philosophy borne of necessity, say corporate counsel, because of a Appointed last June, the 12-year GE veteran earned law degrees growing preference by multinational clients for global agreements. in the United States and Canada, practicing in both countries, “Our customers around the world have twigged to the concept and now heads a team of 15 lawyers and 5 legal professionals. that we are a global company,” says Tracey Durand, senior vice- Recognizing Canadian manufacturers’ interest in export- president, corporate and legal affairs, and general counsel for So- ing to Mexico, GE Canada in-house lawyers recently worked dexo Canada Ltd., an outsourced facilities management services with counterparts in Mexico and the United States to develop company whose French global parent operates in 36 countries. “As our customers are becoming more global in deciding to do things “ “ the new general counsel has on a global basis, they are asking us to do things on a global basis.” For example, a German-headquartered company with op- to be strategic and really have a seat at the business table. ” erations in multiple countries could engage Sodexo to provide services on a worldwide basis. However, rules on privacy, em- Kasia Bogdanowicz, SVP, legal affairs & GC, ployment law and environmental regulations vary by country. GE Canada “That is where we are f nding it gets tricky to structure those agreements,” says Durand. Canadian Corporate Counsel assoCiation | CCCa-aCCje.org 19