LEXPERT MAGAZINE
|
SEPTEMBER
/
OCTOBER 2018 55
| IN-HOUSE ADVISOR: TEAM BUILDING |
Embedded in the business
e transfer of BCE's pension risk to Sun
Life Financial in 2015 was the first of its
kind in North America. Hugh Kerr, Sun
Life's Vice President and Associate General
Counsel in Toronto, was very familiar with
the insurance aspect of the deal and did a
lot of the direct negotiations himself. "In-
ternal counsel really do have significant ad-
vantages in terms of being embedded in the
business end, knowing the business, and
knowing the people they're dealing with.
Counsel should not lose sight of that and
defer to external counsel too quickly."
In addition to hiring a leading Toronto
law firm for the deal, Kerr hired a New
York firm that had done similar transac-
tions in the UK. Plan sponsor BCE drove
the deal's timing, Kerr says, which required
Sun Life to not only answer to its own
internal requirements but to make sure
BCE's timelines were met.
Kerr looks for an efficient process when
he's leading a deal to avoid working at cross
purposes or duplicating efforts. e best in-
house leaders have an in-depth knowledge
of their company's business, and of the law
related to that business, he says, as well as
"the courage to make those decisions when
they are presented to you." Part of that
courage comes in dealing with external
counsel's expectations and saying no when
they're not needed.
ere are a number of factors in pulling
a deal team together, says Kerr, including
expertise in specific areas and people who
have contacts with regulators. "You've
only got a certain number of people and
so your external counsel can supplement
that and that's key for getting things done
on a timely basis and getting through lots
of volume."
He says most good outside counsel will
take their lead from the in-house person.
External counsel will present issues as they
arise, but "they'll be looking to the business
to make those decisions and so you need to
step up and make those decisions."
External perspectives
Andrew Cohen, a partner who focuses on
M&A in Miller omson LLP's Business
Law Group in Montréal, says leading a deal
can be a balancing act for in-house coun-
sel. e best ones "know when to intervene
and they know when to lead and they know
when to let their outside counsel do what
they need to do."
Some in-house counsel take a more ac-
tive role in a deal, while others view their
role as simply overseeing what's going on
and making sure that the transaction is
properly working within the required time
framework, says Cohen.
Although he sees the in-house counsel
as his partner on a deal, "my job as I see it
in the transaction is to lead the team." He
reports to the in-house counsel and then
the team reports to him. "at's just the
style that I work with and frankly is usu-
ANDREW COHEN
MILLER THOMSON LLP
This isn't about egos.
A good team is where we
all understand the end
point, which is a successful
transaction where
our client is properly
protected
