Lexpert Magazine

LEXPERT MAGAZINE | JANUARY 2013 67 going on in their world, what they were grappling with," to determine what the law department could offer toward achieving their goals. In addition, regular Friday morning meetings, during which business, legal and internal advisory support services shared experiences about ongoing projects, "cre- ated a culture that the law department was part of the same team, as opposed to being part of a different team," he says. Manulife's Guest agrees that, for law- yers to be valuable business partners, they need to immerse themselves in the busi- ness, understand business plans, long-term strategic goals, financial budgets, and other business constraints. But he also feels that if you want your business partners to consult you and make efficient use of the law department, you've got to understand what is really important to them without a lot of side issues that don't advance their goals. He doesn't believe "business people think lawyers who dream up problems and then solve them have added much value. ey like lawyers who solve problems that the business people see in their business and so culturally the challenge is to create your- self as a colleague and partner in the busi- ness as opposed to a service group that has been attached from the outside." e legal group at BMO "is akin to a manufacturing model; we manufacture contracts. So whether it's a new form of credit card or a derivative product, Legal works collaboratively with the business to develop the products which they bring to market," says Sonnen. Yet part of Legal's role can also entail some uncomfortable discussions. "We over- see legal and regulatory risk and in that role we sometimes must be more directive," says Sonnen. "From time to time we have to have hard conversations with the business. How- ever, if you have developed a solid working relationship and the business views you as a trusted advisor, then they will take the advice from you and move forward." It's one view to hear from lawyers, but what's the take from the business partners' perspective in assessing the optimal structure for their efficient use of the law department? at's a question recently revisited at Direct Energy, which has grown tremen- dously throughout North America over the past several years, principally through acquisition. e law department is orga- nized into dedicated legal teams that sup- port each of the company's four lines of business. e head of legal has a seat at the table of the management team for the line of business it supports. Recently, as part of a broader look at effi- ciency across the organization, says Berard, "the law department went through a project where we assessed the viability of moving to more of a shared services model for legal, where anyone in the business could contact a pool of lawyers, or one of a pool of lawyers, on a particular project." eir business partners opted for the status quo. "e feedback we got back from our business colleagues was that they pre- ferred to have the dedicated legal support," says Berard, "with teams of lawyers embed- ded in the business to better understand the day-to-day business." As such, in-house counsel know where the strategy is taking the organization and is part of those discussions. "If that strategy could take the business down a path that we think is fraught with risk and danger, we have an opportunity to react and provide feedback at a very early stage," he says. Berard says the law department works to educate management teams, and when appropriate, across the broad leadership of the organization, sometimes with assis- tance of external counsel. "Our legal teams are somewhat independent when providing education that best serves the particular group they serve." As an example, he cites e Accessibility for Ontarians with Disabil- ities Act (AODA) legislation, for which the company will soon need to be compliant. Talk to most in-house counsel and you'll hear a common thought: there's more work as more business partners recognize the value of the legal departments's overall con- tribution to the company. e question is, if having real-time access to the legal department is important for preventative lawyering and risk mitiga- tion, and if business partners are becoming more appreciative of the value legal brings to the table, how are in-house counsel able to manage their time and, also, the expecta- tions of internal clients? In Sonnen's view, "having to control access to our department would be an excel- lent problem because that demonstrates that business sees value in us and is accessing us." Banking is a 24-hour job, she says. "We have customers and clients who are banking 24 hours a day and so if a crisis or issue arises the business people have us to pick up the phone to go to for advice. For the general counsel's direct reports 24-hour callability is the expectation." What about educating business units so that some work is undertaken at the business-unit level? Guest believes in push- ing responsibility into the business where it makes sense to do so. In his experience, it is faster, better and cheaper if a business unit can do most or all of its own document preparation or review than to rely entirely on Legal or Compliance for those functions. For instance, "if the advertising team knows that it's accountable to ensure its materials have the right disclosures and disclaimers, they'll do a better job of tai- loring their content and editing their pre- sentations to suit rather than just tossing it over the fence to Legal to make changes for them," he says. Still, passing this kind of responsibil- ity to the business, he feels, almost always requires training and usually a measure of collaboration between Legal and the busi- ness. "e process might start with a lawyer, possibly external counsel, depending on the situation, providing a presentation, offering some training, or preparing a checklist or memo of some sort." en, "aer the business has the basic I'm struck by how much decision-making and thinking and planning is the result of informal meetings between myself and my business partners. So much of it is through unstructured face-to-face dialogue, so allowing an appropriate forum for that to happen is critical. | IN-HOUSE ADVISOR: BUILDING A CULTURE |

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