Lexpert Magazine

September/October 2018

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

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LEXPERT MAGAZINE | SEPTEMBER / OCTOBER 2018 57 | IN-HOUSE ADVISOR: TEAM BUILDING | don't want to have the smartest person on my team — I want to have a person who's trying to make everybody else better. And that person who does that, that's the per- son I'm going to pay more." Constructive, ongoing communication Ross Bentley at Blake, Cassels & Graydon LLP in Calgary works regularly with in- house teams and says constructive, ongoing communication between internal and ex- ternal counsel is the key to a successful deal team. If a problem arises on a file, he tries to raise it sooner rather than later. As he puts it, "no problem gets better with age." Bentley appreciates it when internal counsel can sit down at the start to give him a clear definition of the transaction, the anticipated timelines and the roles of internal versus external counsel. It's impor- tant to gauge the internal capability specif- ic to the transaction at hand. Some clients have 15 in-house counsel and others 70 or more, so he has to be "cognizant of mar- rying together how big and complicated is this transaction and how experienced is the internal deal team." On larger deals, Bentley says his lead- ership style is to get the core team into a boardroom and talk about the transac- tion, the firm's role, timelines, how to report internally and how to coordinate outreaches to the client. "e last thing we want is a whole bunch of people send- ing emails and calling in a seemingly dis- organized fashion." Bentley says his role on a deal can de- pend on whether he is the regular counsel who has collaborated with the company previously or is called in as the conflict counsel and just getting up to speed on their capability. "You may have more back and forth and suggestions for them as you explore whether this is going to line up with what you think will generally be re- quired for the transaction." Emphasizing that there are no one-size- fits-all deals, Bentley says his involvement in a transaction can range from as little as helping with diligence all the way to work- ing on structuring and the negotiation of key agreements. In some cases, a client will call him and ask for help on one or two is- sues but a week later that role can shi to being the lead. Wearing their decisions When she was called to the Bar in the 1980s, Capital Power's Chisholm says that in-house counsel tended to be thought of as lawyers who couldn't survive private practice "because they were too lazy or not smart enough or whatever." at percep- tion has changed dramatically. "I know a lot of in-house counsel who work every bit as hard as external counsel and I think that corporations have woken up to the fact that very good lawyers want to work in-house for a variety of reasons. You can get very, very experienced counsel on your own team and then you can build institutional knowledge rather than build- ing a law firm's knowledge. And you can have people who are part of the company and aware of the culture to contribute to the decision making." External lawyers can give advice on a decision and aer the contract is signed they can simply walk away if the deal turns out badly, says Chisholm. But "in-house counsel wear those decisions and I think that they are now seen as serving a much more critical purpose than they ever were before. I think shareholders benefit from somebody who really cares and has sort of a parental feeling and will have to live with the consequences of every decision being central to the deal-making team." Problems inevitably arise and sometimes even the most carefully thought-out plans can change in the blink of an eye. But, as Chisholm says, that's what makes deals so interesting. By having a strong team in place that has diverse perspectives and can think creatively, if "there's an obstacle that makes that particular route unpass- able, then I think that you put your brains together so that you can find an alternate route to get to the same destination. at's what a lot of people actually find drives them because some of the other stuff be- comes rote aer a while. "e really meaty, interesting work, the stuff that keeps you up at night, is finding that alternate route to where you ultimately want to be." Ann Macaulay is a Toronto writer and editor.

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