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?

The Commissioner of Competition vs. Vancouver Airport Authority (VAA) – We successfully defended this action, which was the first of its kind against a Canadian airport. In 2016, the Commissioner of Competition accused VAA of abuse of dominant position. During the 2018 trial, we vigorously defended our right to exercise a “gatekeeping” function as airport operators. In October 2019, the Competition Tribunal unanimously held that VAA had not acted with an anti-competitive purpose, having had a legitimate business justification for its actions. The decision was not appealed. This was an important win for YVR and for airports across the country.

Federal Court of Appeal – As part of the competition litigation, VAA successfully challenged the Competition Tribunal’s withholding of numerous documents through reliance on “class” public interest privilege. The Federal Court of Appeal held that the Commissioner does not have a “blanket” public interest privilege over third party records, and going forward is required to demonstrate its applicability on a document-by-document basis. This decision represents a sea change in procedural fairness, and is viewed by many as a positive development in Canadian case law.

Construction – Legal has supported VAA’s largest ever capital project programme, totalling C$351m in 2018 and C$625m in 2019. This includes building the largest GeoExchange system in Canada, designed to heat and cool the entire airport terminal.

Financings – in November 2018 I helped on a private placement of C$250m Series G debentures at 3.656%.

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

Hire lawyers that fit with your organisation’s values and culture, and care. Consider your department’s structure. Empower and trust your team – be open and they will reciprocate. We encourage collaboration, and meet often (both organically and on a scheduled basis) to talk about our files. The majority of our lawyers are working parents with young children, and we support them by providing a flexible workplace environment.

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

Many of our lawyers are physically embedded with other departments part-time – proximity matters and has helped foster strong relationships. We hire for business acumen as much as legal talent. Our lawyers work hand in glove with our business people as a team – together they navigate challenges, identify issues and find creative ways to meet strategic and business objectives.

What techniques do you use to provide commercially-focused advice to your company, and how do you communicate these to more junior lawyers in the team?

We encourage our lawyers to learn the business and spend time with their clients. Get to know their portfolio and the outcomes they are trying to achieve. Our lawyers can then leverage these relationships to keep a pulse on what is happening in the organisation, including any emerging risks. We have a strong customer service ethos – while much of our organisation works to meet or exceed the needs of our passengers, our lawyers are focused on meeting the needs of their clients across the organisation. We believe the best legal advice is based on a genuine understanding of the strategic objectives, challenges, and risk appetite of the organisation. We achieve this understanding at the junior level through discussion and presentations on our strategic plan, our risk appetite and risk tolerance matrix and direct involvement with our ERM programme.

Focus on: The private practice to in-house switch

Moving from almost 20 years in private practice to an executive in-house position was a bigger jump than I could have imagined. I had been looking to expand my horizons, and discovered that taking a seat at the executive table does indeed provide a myriad of opportunities to move beyond simply practicing law. As expected, I worked hard right out of the gate to learn the business and a new industry. Having previously focused primarily on executing legal transactions, I am now involved from the germination stage of a project to implementation and maintenance. I take part in developing new strategic plans, which requires exercising different muscles. Viewing everything through a strategic lens has now become second nature. The “people” aspect cannot be over-stated – there is a new organisational hierarchy to learn and navigate, and the working relationship between the CEO and vice president legal is quite different than what one experiences as a partner in a law firm. There are new colleagues with which to forge relationships, a team to lead and grow, keen minds to mentor. Through all this abundance, I have found that one of the most gratifying aspects of a senior in-house legal role has been the opportunity to champion Sustainability and help effect real change for our organisation.

Vancouver Airport Authority (VAA) is a community-based, not-for-profit organisation that manages Vancouver International Airport (YVR) and is committed to continuing to grow as a diversified global hub airport, local economic generator and community contributor. When I joined almost five years ago, the organisation was pursuing becoming a leader in sustainability.

One of the most pivotal parts of our sustainability journey has been YVR’s 30-year sustainability and friendship agreement with Musqueam Indian Band. YVR is situated in the heart of Musqueam’s traditional territory. Rather than just focusing on revenue sharing, we based the agreement on the four pillars of sustainability – environment, social, governance and economic. It addresses working together to protect the land and waters; education-to-employment opportunities for Musqueam; consultation on future developments; and a revenue sharing arrangement for 1% of VAA’s annual revenues.

While part of VAA’s core team, my role on this matter was primarily behind the scenes – I supported the lead negotiator, oversaw external counsel, and worked closely with the board and rest of the executive team throughout the process. The journey involved many of us changing our perception that these were not our issues to solve. Together, we moved from analysis to understanding and, ultimately, embracing the opportunity to create a strong bond with Musqueam that meaningfully honours Aboriginal relationships and positively affects both of our communities. The outcomes that have been achieved to date have exceeded our expectations.

Files like the friendship agreement are far removed from my days as a private M&A lawyer. While my days are jam-packed with unpredictability and functioning as an executive often more than a lawyer, I’m grateful that my legal training and experience has given me the skills and opportunity to do so much more.