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The Canadian Bar Association

Jim Middlemiss

Corporate counsel

Conquering challenging clients

By Jim Middlemiss March 27, 2018 27 March 2018

Conquering challenging clients

Every in-house counsel has a war story to tell about a challenging client they had to manage at some point in their career.

Take Maura Lendon, Vice-President, Chief General Counsel and Corporate Secretary at Primero Mining Corp. in Toronto (pictured above). At one public company she worked at, it was her call as to when the blackout period was in place, which prohibits insiders from trading shares in a company. A senior executive who wanted to buy shares took issue with her position and challenged her legal advice. She had to explain why the blackout period was in play. “You are the guardian of the integrity, ethics and legal compliance of the organization and it’s important not to be shy where those issues are at stake,” she says. She stood steadfast, yet he persisted and the debate continued.

Finally, she made it clear to him that the record would reflect her advice, and if there was an inquiry, that’s the documentation the securities regulator would unearth. He stood down. “Sometimes it’s a matter of you can’t control what someone does, but you can set up an environment that makes them think twice about going rogue,” she explains.

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Corporate counsel

Chasing the money: GCs move needle on law departments as a cost centre

By Jim Middlemiss January 15, 2018 15 January 2018

Chasing the money: GCs move needle on law departments as a cost centre

 

Joel Schuster is not your typical in-house lawyer. In addition to overseeing the usual legal functions, such as compliance and corporate commercial matters, Schuster, Chief Legal Officer, Senior Vice President and Corporate Secretary at Avigilon Corporation in Vancouver, has responsibility for bringing in revenues.

He is in charge of licensing the patent portfolio at the fast-growing Avigilon, which provides video security and analytic solutions.

That means the legal department has its own profit and loss statement, and the division sets a budget on how much it expects to earn from the 740 patents in its portfolio.

“Our revenues blend with the rest of the company’s revenue,” he explains. “We’re here to contribute what we can. It does help that we can bring in revenues. It makes the budgeting process easier.”

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Corporate counsel

Reining in budgets: how to weather budget cuts

By Jim Middlemiss September 29, 2017 29 September 2017

Reining in budgets: how to weather budget cuts


Wendy King, Vice-President, Legal, Risk and Governance, and Corporate Secretary at Capstone Mining Corp. in Vancouver, has seen the highs and lows of economic cycles. King, who has built her in-house career in the mining and forest industries, knows firsthand what happens when commodity prices turn south—survival quickly becomes a fight of the fittest.

“You feel the impact faster,” says King (pictured above), whose employer is a base metals miner with a focus on copper. “It’s much more cyclical and your strategy is different depending on the resource,” she says of coping with an economic downturn.

Whether it’s minerals, oil or lumber, one thing is certain when prices turn—budget cuts are the order of the day.

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Corporate counsel

Capturing Your “Innerpreneur”

By Jim Middlemiss July 4, 2017 4 July 2017

Capturing Your “Innerpreneur”

 

Sébastien Guénette had a crash course on how to think like an entrepreneur, and the Director, Legal at the Canadian operations of Japan Tobacco International (JTI) says he’s a better in-house lawyer because of it.

“Being in the shoes of an entrepreneur for a week and taking your legal hat off was a very good exercise,” Guénette says of a course that his company’s legal department put on in Madrid for 80 of its senior in-house lawyers two years ago.

One of the big benefits for him was learning to “take the risk to make decisions, even if the data is not entirely complete, which business people often do, but it is very counter-intuitive for a lawyer to do that.”

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Corporate counsel

Conduct risk threat rising

By Jim Middlemiss April 3, 2017 3 April 2017

Conduct risk threat rising

 

Banking giant Wells Fargo fires 5,300 employees for opening fake accounts, which would later cost the CEO his job. Stadium caterer Centerplate fires its CEO after elevator video surfaces showing him kicking a dog, but not before the matter is painfully stretched out over days amid much second-guessing and threats of food boycotts. Soccer giant FIFA finds itself embroiled in bribery allegations over the World Cup. The Russian Olympic federation engages in mass doping.

What do these seemingly disparate scandals have in common? At the centre of their storm is some form of alleged bad conduct by key actors in the organization, showing critical ethical lapses that exposed their organizations to risk.

“Conduct risk” is quickly emerging as a leading threat in-house counsel and their C-level executives must manage. It comes at a time when regulators, legislators and a grumpy public are aiming their arrows at what seems to be a growing phenomenon of bad behaviour across both corporate and public institutions.

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