LEXPERT MAGAZINE
|
MARCH/APRIL 2018 59
| IN-HOUSE ADVISOR: SOLO IN-HOUSE COUNSEL |
company grows, so does its exposure to
legal issues and "fees of external counsel,
across the board, are going up." When this
double whammy captures the attention of
company directors, hiring in-house counsel
is the standard response. He adds that out-
side counsel will, in all likelihood, still be
required on a regular basis. But there will
be in-house legal expertise to manage as-
signments and costs.
Burr says companies frequently make
the move to in-house counsel with the hope
of achieving a bespoke fit in legal services.
"ere's no substitute for having somebody
in-house, on the ground, who really lives
and breathes the [corporate] culture," he
says. Part of that value lies in communica-
tions — translating the company's needs to
the law firm. "Lawyers just speak to other
lawyers more easily," he explains.
By fully absorbing the corporate culture
and understanding the company's business,
he adds, an in-house lawyer is also far bet-
ter placed than an outside firm to fill the
role of trusted advisor, providing a legal
perspective for advice and input across the
broad range of corporate strategy and op-
erational planning.
Terry Burgoyne, a partner in M&A,
joint ventures and commercial agreements
with Osler, Hoskin & Harcourt LLP in
Toronto, also regularly advises clients on
establishing in-house legal services. He says
the move isn't always motivated by cost
control and it doesn't always come from
within the company.
"I've sometimes recommended that cli-
ents hire an in-house lawyer," Burgoyne
says. "Where I think in-house counsel can
be particularly effective is with recurring
contracts." But he says that doesn't mean
blessing the same boiler-plate verbiage, ad
infinitum. It means knowing the company
well enough to vary standard contracts in
ways that add value and head off undue
risk. "Where there's no inside legal capac-
ity," he says, "small contracts may never get
legal oversight and it could be the company
has run into a problem. Most business peo-
ple will know what they don't know — and
they'll want to address that at some point."
Typically, Burgoyne says, in-house coun-
sel would still hand off big deals, such as
mergers and acquisitions, to outside coun-
sel. But some clients that do a lot of M&A
as their primary growth strategy will hire
an in-house lawyer with acquisitions expe-
rience to manage that work.
In some cases, he says, companies hir-
ing their first in-house counsel may not be
small or even medium-sized. ey may be
fairly large Canadian subsidiaries of mul-
tinational companies that have previously
gotten by on legal advice from a foreign
head office, perhaps for too long. Offshore
legal advice becomes increasingly risky as
the subsidiary grows and, he says, it may
well be the head-office legal team that rec-
ommends the Canadian sub hire its first
CHRIS BURR
BLAKE, CASSELS & GRAYDON LLP
There's no substitute
for having somebody in-house,
on the ground, who really lives
and breathes the [corporate]
culture … The business
people just want to get the
deal done and you're going
to be the person who says
'no,' so you should have
an alternative.
