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.
