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 past two years have been largely focused on the transformative merger of Bentall Kennedy with GreenOak to form BentallGreenOak. The merger took our firm from a North American real estate manager to a global business, adding regulated businesses in Europe, India and Japan to our platform. The merged firm continues to be controlled by Sun Life with substantial minority ownership, and has an extensively-negotiated governance model. The legal team, including me, was integrally involved in negotiating and completing the transaction agreements. This involved implementing the long-term governance structure and developing a compliance framework that meets the requirements of a federally-regulated financial institution, while preserving the flexibility and entrepreneurialism of the merged real estate business.

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

I try to influence culture in three ways – by clearly and simply articulating the type of culture I want to have, by encouraging behaviours that advance the culture and by clearly exemplifying the culture I want to promote. I aim for a culture of pragmatic but rigorous analysis that focuses on solutions. I have encapsulated that culture in a catchphrase of “entrepreneurial compliance”, which all team members have a performance objective to advance.

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

Listen to what your business wants from the legal function and demonstrate how you are meeting those wants. When I first went in-house as solo general counsel, our CEO came into my office my first day and said “you are here to cut legal costs”. That day, one of the first things I did was develop metrics to measure legal costs and spend quality time getting historical data to benchmark myself to, in order to clearly demonstrate cost reduction.

Pushback is natural. Most of the business people I’ve worked with are sophisticated consumers of legal services and are used to challenging counsel. Take time to anticipate the business objections to your advice and work to ensure that your advice makes sense in the business. Keep an open mind and always look for a solution.

Never compromise on ethics. Always remember that your client is the business, not a particular faction within it. Stay impartial among internal factions. Avoid giving executives personal advice. Never facilitate illegal or unethical conduct.

Be curious. Ask questions to understand the details of how your business works. The more you know, the better you can tailor your advice to the needs of your company.

People are more tolerant of outside counsel providing long convoluted opinions. Part of your role is to translate so your business can act on the advice. Learn to write clearly and simplify what you are saying so that people can understand it.

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

Remember that you are one voice among many and typically are not the sole decision-maker. Not all decisions have to be perfect, and when a decision is made, if you can ethically support it, you should support it.

Communicate clearly. Use short sentences and avoid tortuous drafting. Focus on what your advice means to your client rather than the legal analysis it takes to get there.

Be trustworthy and straightforward. Don’t promise confidences you are not able to keep. Always be honest.

Stay humble. Everyone on the team brings something to the table. Lawyers often value analytical criticism over other styles of decision-making and you will naturally gravitate to some leaders over others. Work hardest to build the trust of the people who are least like you.

Keep a thick skin. Lawyer jokes are common, and not everyone will appreciate the value you bring to the table. Don’t take jibes personally, and work to.

All businesses sell something in order to make money. Spend as much time as it takes to understand how you can help the business sell products and improve profits. Creativity and intelligence is not helpful if you are not focused on your company’s goals.

If you are not comfortable with financial reports, learn how they work and take the time to understand the metrics that are important to your company.

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?

I focus on providing efficient and effective advice. I tailor my advice to the sophistication of my client group and the level of complexity they can tolerate in their operations. I try to standardise simple documents to speed up low-value processes. Sometimes, however, a problem requires rigorous, time-consuming and expensive analysis. I carefully consider the level of thought that is required.

I aim for advice that tells my business how to accomplish its goals rather than advice on what the law is. Law is very interesting to lawyers. It is less interesting to business people – they want to hear how they get where they want to go. Advice needs to be crisp and actionable to be useful.

I work very closely with new team members to make sure that they understand the standards I expect of the group and to ensure that they cultivate good habits early. I also make sure that I keep time aside for my direct reports to ask questions – typically a few short meetings a week. By collaborating closely at the beginning, we establish a strong working relationship that allows them to work effectively independently later on.