About

Editor’s note: This interview was conducted prior to March 2020.

What are the most important transactions and litigations that you have been involved in during the last two years?

In 2019, I worked on well over C$1.1bn of transactions, not to mention various regulatory and litigation matters. Many had significant impacts on Shawcor’s results, including the acquisition of another Canadian public company ZCL, North America’s largest manufacturer of composite storage tanks in the fuel, wastewater and O&G markets. M&A deals are always fun, particularly when they contribute significantly to future growth. However, what I am most proud about is the role I played in the subsequent integration, in helping Shawcor understand and mitigate future risk.

2019 was also a year in which Shawcor re-evaluated its asset portfolio after a decade of expansion, to rationalise surplus assets that did not fit our long-term definition of “core”. I worked closely with a small, cross-functional team to close a series of transactions that generated a significant return. Perhaps most satisfying was being the main strategic architect on several matters on which – to use a poker analogy – to play the winning hand when Shawcor decidedly did not have the best hand in the game.

How can in-house legal leaders successfully introduce and implement a culture within a department?

Culture can be difficult, especially in a globally diverse company such as Shawcor with operations on six continents. The short answer is a combination of leading by example and old-fashioned elbow grease. At Shawcor the foundation of the culture of the legal department is hard work, respect for the global diversity of our company and becoming a business partner to our operating units. That entails spending the time to know the business, understand the motivations of the business teams, being sensitive to the various cultures of the nations in which we operate and spending time with the team. Many in-house lawyers struggle to meet all of the expectations placed on them, but to be a successful lawyer you need from time to time to resist the temptation to focus just on output, and invest the time and energy in people to ensure that every member of the team has the opportunity to make meaningful contributions and know they are a valued team member. Building trust and teamwork takes commitment and “elbow grease”. At Shawcor we have built a team where people are free to express their opinions, debate options in a respectful manner, and put up their hands when they need help. Sometimes leadership involves taking advice from others, and letting others grow from new experiences. There are no shortcuts.

Over the last two years we made a conscious decision to move towards a department that was more collaborative, team oriented, and committed to building partnerships with our operational businesses. A step-change was necessary, and I was fortunate to get assistance along the road. Roberta Borges deserves tremendous credit for mentoring our younger lawyers and driving this change. As result of the contributions of many, the business units call on us more frequently, and we manage risk better. As a bonus, the team is now more diverse in a variety of metrics, better reflecting Shawcor and our global footprint.

If you had to give advice to an aspiring in-house lawyer or general counsel what would it be and why?

As a young lawyer with big dreams, the best advice I got from my mentor Gord Kirke was to dedicate myself to becoming a good technical lawyer before deciding what I wanted to be. Work hard, listen, be humble and adaptable. Start your career in the best place possible and seek out every opportunity to work and learn from the best lawyers. If possible, spend time early in your career at a large, reputable law firm to build a solid foundation of skills and knowledge. Push yourself and work hard. Learn from your mistakes and don’t hesitate to put your hand up where appropriate. Great advice – and not just for lawyers.

A second piece of advice, I got from former British Prime Minister Tony Blair (delivered to me and 1,500 of his closest paying friends) was to embrace change. According to Blair there are only two choices in an increasingly dynamic and ever-changing world – adapt to the best of your ability or get steamrolled. The pace of change in both the world and law, in the two decades since I was called, is stunning. The successful lawyers of the future will have to adapt and embrace change in ways none of us can foresee so learn to be a change agent and keep an open mind.

Keeping the first two items in mind, do yourself a favour and network, network, network. Keep current and reach out to people on a weekly basis when you do not need anything from them. While you take transit, watch TV or during a five-minute break at work. Trust me, it will pay dividends.

Finally, when you get past the first few years of career building make sure you give back. Mentor a young lawyer, volunteer for a charitable organisation. Appreciate your station in life and remember those less fortunate. Every single lawyer I know had help along the way. Giving back brightens a day, recharges you and hopefully makes the world a better place.

How do you suggest in-house lawyers build strong relationships with business partners within their company?

Dedicate yourself to understanding each of the businesses in your organisation. Equally important is that you need to understand that – unlike firms – lawyers are not the prime revenue generators and that many see legal as a cost centre. Learning to be a valued supporting actor is a different skill set and doesn’t come naturally to all lawyers. Success at both involves talking to people within the business at all levels, reading materials about the industry and trying to understand both motivations and pain points for the business. Listening and humility are two integral components of this process. I have seen more than a few lawyers fail by trying to prove that they are the smartest person in the room. Learn to concisely outline the risks and available options, and no when to let them go (with eyes wide open) in a different direction than you might choose.

It is also important to remember that internal businesspeople are your customers and that sometimes there is no substitute for face time. Spend time with them and let them see that you are a “regular person” just like you. Several years ago, I participated in a large company event in which I acted as MC. After tastefully “roasting” a few fellow leaders (all pre-approved by the CEO) and showing my sense of humour, the number of people reaching out to legal increased dramatically.