Gregory Joffe – GC Powerlist
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Canada 2020

Financials

Gregory Joffe

General counsel | Instar Asset Management Inc

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Canada 2020

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Gregory Joffe

General counsel | Instar Asset Management Inc

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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 acquisition and divestment of Billy Bishop Toronto City Airport passenger terminal in 2019. From operations through divesture, I assisted throughout the lifecycle of the passenger terminal at Billy Bishop Toronto City Airport, including the acquisition in 2013, one of Canada’s most high profile, publicly-scrutinised infrastructure transactions at that time. In addition, I played a key role in assembling the equity consortium of international investors (Nieuport Aviation Infrastructure Partners) led by InstarAGF, carving out the terminal operations of the vendor’s business. Upon completion, I served as the terminal’s general counsel, continuing to assist in the expansion and upgrade of the passenger experience until February 2019 when InstarAGF sold its interest in Nieuport Aviation to its investment consortium partner. During this divestment, I was involved in the successful negotiation, drafting and closure of the sale.

In December 2018, I assisted in the negotiation and management of InstarAGF’s subsidiary JET Infrastructure Holdings’ acquisition of jet fuel pipeline and terminal facilities from Buckeye Partners, leading equity and co-investment efforts. Notably, in addition to navigating tight deadlines, multiple stakeholders, interwoven operations agreements and co-investment opportunities for LPs, building solid, foundational relationships with the seller was a critical objective. Post-close, Buckeye continues to provide O&M services under a long-term contract, making alignment, trust, collaboration and mutually beneficial agreements a key component to the asset’s overall value.

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

In-house counsel represent a specialised business function that is unique in both the legal and business worlds. Smaller teams are required to extend their skills cross-functionally, integrating departments and improving legal acumen throughout business endeavours. By working collaboratively alongside colleagues, instilling legal foresight into a team and being involved with transactions at all levels, in-house counsel can help proliferate legal acumen across departments.

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

Success on a complex deal often depends on the ability of in-house counsel to function as a problem solver, rather than a “gatekeeper” or “roadblock”. Hands-on approaches, proactive strategies and tailored solutions can begin to meet legal requirements while actively add value to projects.

It is crucial to understand what the organisation is trying to accomplish and to support those objectives. Equally important, knowing where your team is stumbling creates an opportunity to integrate proactive solutions in streamlining transactions and negotiations.

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?

As the sole member of InstarAGF’s in-house counsel, I seek to bridge the gap between legal knowledge and business practice, including formal monthly “lunch and learn” workshops to discuss and teach relevant legal topics at a basic level, ranging from NDA reviews to CFIUS filings.

[I also make use of] informal mentorship and project reviews.

FOCUS ON: THE INTERSECTION OF BUSINESS AND LAW

The in-house counsel role has changed. Where once it was viewed as a “back-office” function primarily concerned with compliance or regulatory gatekeeping, it is now accepted as an integrated function of ongoing best practices, a means of facilitating connections and improving relations, and accomplishing strategic business objectives with precision and finesse.

Knowing what you don’t know may be one of the greatest pieces of business wisdom a leader can have. It is unreasonable to think that even the best leaders know everything, and as more companies adopt this line of thinking, many avoid the pitfalls of happenstance by addressing blind spots from the outset.

When a company decides to embark on a new direction, launch a campaign, pursue an acquisition, or undertake any endeavour that could expose the business to risk, the planning stage is the most critical point in determining what the success factors will be. In addition, the diversity of opinions and viewpoints during strategy sessions can shine a light on potential legal weaknesses that may have been overlooked.

Involving in-house counsel provides an added layer of business acumen that few in a company possess, establishing stronger guidelines for preventing misunderstandings or miscommunication, and ensuring all departments within the company are viewing their share of the work with a legal lens.

As the role of in-house counsel evolves in response to the needs of modern businesses, in-house lawyers themselves are being asked to collaborate more on a greater range of issues. The profession as a whole is developing, demanding a much broader understanding of business development and cross-department partnerships to establish legal best practices.

In addition to supporting internal processes, the notion of lawyers as relationship builders is one of increasing regard. Stakeholder and community engagement and developing and maintaining good working relationships is vital to the continued success and operations within any community. When dealing with complex issues of regulation, maintaining open lines of communication with regulators, government officials, or outside counsel is a critical part of the process.

Today, competition is fierce, and the world’s most outstanding companies have made their mark by adapting and enhancing every function across their business. In every department, from communications to human resources, embracing new ways to leverage strengths, break down silos and improve cross-functional collaboration will be key for long-term success.

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