Lexpert Magazine

36 LEXPERT MAGAZINE | MAY 2018 of arrangement of Petrokazakhstan. – Glamis Gold Corp. in its agreement to combine with Goldcorp. – Torstar Corporation in connection with its agreement to sell its interest in CTV- globemedia to BCE Inc. – Special Committee of the Board of Directors of Lafarge North America in the offer by Lafarge S.A. to accquire the 46.8% minority stake. IT HAS BECOME axiomatic to say law is "about relationships." Horner actually explains what that meant for him. Aer articling and practising for four years in Osler's Toronto office, in 1990, Horner headed to New York, to establish and be the Managing Partner of the firm's new office there. "I grew up with associates and young partners at large New York firms," he says. "I worked as an equal with associates at my level" and they grew to prominence together. He suggests that Canadian associates don't have that opportunity anymore. Now, according to Horner, Canadian lawyers are typically working episodically by email or telephone with a "junior or at best a mid- level associate in New York. Some lawyers, Horner suggests, are accepting of this scenario. "Lawyers from Canadian firms give up, saying 'I'll just answer the question I'm asked'. ey are not trying to impress people." ey will tell their lawyer in the US what the law is as it applies on the point in Canada, but as for the provision in deal documents, oentimes they say, "I'm not even going to dra it. " Work is consolidating internationally, U.S. law firms are dominating the man- dates, and as Horner points out, "people don't physically need to get together". What then, can Canadian lawyers, es- pecially at the associate level, learn from Horner's career as they plan their own? Horner suggests three potential oppor- tunities: First, to the extent national and global mandates are not as available as they once were, newer lawyers can seek out smaller, entrepreneurial companies. Before you take this route, however, make sure you are comfortable with the fact that these entre- preneurial companies, if successful, will likely sell to larger ones, and you may lose the mandate. As a Canadian lawyer, you will need a succession of these entrepre- neurial companies to succeed. Secondly, if you are staying with U.S. and global clients, Horner advises: "Add value where you can. If there is an opportunity to dra a particular section of an agreement that reflects the Canadian business, jump at it." ere might be an opportunity here for some, says Horner, to open a boutique practice advising U.S. clients, giving "top level advice, which will be a high quality experience. People on the other side will get to know you and respect you." irdly, bear in mind that certain practice areas are still behind a "moat" of Canadian law: Intellectual Property, Em- ployment and Commercial Real Estate, to name three. Do these interest you, reflect your talents? en pursue one of them. A word of caution though, from Horner: building a practice in one of these areas is fine in a boutique scenario, but challenging in a large firm context if you are trying to draw several disparate practices together into a unified team with C-suite access. Horner makes it clear that the principal highlights of his legal career were not, in fact, strictly legal. He was afforded the op- portunity to assist corporate leaders mak- ing overall business decisions. A particu- lar legal decision was just part of that. He speaks, for instance, of the time working on a deal in a hotel in Johannesburg, South Africa: then President Nelson Mandela en- tered the ballroom to tell the dealmakers how important this deal was for the new emerging republic. It was a mining deal, where a significant percentage of the min- ers were HIV-positive. Horner's client was including the first-ever corporate health- care in the terms of the transaction. Horner speaks of another deal, in which only the CEO of a Chinese state-owned company was prepared to ask a question evidencing that he did not understand the point at issue. Aer Horner took him aside, he began to explain his real concerns and his insights, which underlay the will- ingness of his company to take risks which would be uncommon for other buyers. A corporate legal career is still taught by apprenticeship, says Horner. What did he try to teach? From whom did he learn? Both of these questions bring the conversation back to Purdy Crawford. Crawford was a pillar in the development of Osler, Hoskin & Harcourt LLP, of large law in Canada, and of Corporate Canada. He joined Osler in 1956, specializing in corporate and commercial law, became a partner in 1962, and a senior partner from 1970 to 1985. In the early 1960s, Crawford worked with the Kimber Committee, which rec- ommended a new securities law for On- tario in 1965. He was involved in draing the legislation to implement the Kimber recommendations, which formed the basis of a new Securities Act in Ontario and sub- sequently in other provinces. Crawford shied from law to business in 1985, becoming president and chief op- erating officer of Imasco Ltd. in 1986; and chairman, president and CEO in 1987. He retired as CEO in 1995 and as chairman of Imasco Ltd. in 2000. He then rejoined Os- ler as Counsel. As his Wikipedia entry attests, Craw- | LOOKING BACK | Purdy Crawford, who was still very active in his 80's, told Horner that "as for the balance between Emotional Intelligence and IQ, every year I think Emotional Intelligence is an additional 1% more important" in business PURDY CRAWFORD

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