About

Editor’s note: This interview was conducted prior to March 2020. Michael now works at Banyan Software.

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

Recent examples include Jonas’ acquisition of Greycon, involving multi-jurisdictional negotiations in the UK, Greece, Uruguay, France and China. Jonas also worked on the acquisition of Leonardo Worldwide Corporation, a major Canadian digital asset management and digital marketing company.

As Jonas has continued to expand, we have been focussing our business around five thematic and/or geographic portfolios. Each of those portfolios are now sourcing their own acquisition targets. In 2019, Jonas and its portfolio companies acquired 17 different software businesses in a variety of vertical markets in Canada, the US, England, Scotland, Australia and New Zealand. Given the amount of activity, it is difficult to single out a particular investment as being the most significant this year. However, keeping pace with the volume of activity is, in and of itself, an important achievement.

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

Jonas Software is one of the six operating groups of Constellation Software Inc., and as the name “Constellation” suggests, our business is a constellation of different cultures. Each operating group has its own culture, and the portfolios and individual portfolio companies within them do as well. It is our intention to create a sense of independence and, through that, a sense of personal responsibility and ownership amongst the various teams within our organisation. However, there are certain key cultural elements that permeate the company, and which influence the legal team, including: constant improvement by analysing our own mistakes; a focus on metrics; sharing of information and ideas; and fierce independence. We aim to empower individuals to make decisions within wide parameters, while encouraging them to report up if there are matters that cross certain thresholds.

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

Start by understanding what the key driver of the business is – be it generating return on investment, compound annual growth, cost-minimisation – and then use that as a guide to consider how to align the activities of your department (or yourself as an individual contributor) to achieve that goal. Ensuring that the time we have is spent on the highest value activities, both from a corporate development and risk mitigation perspective, is critical.

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?

In addition to understanding the business, Jonas has developed several guidelines, presentations and templates that are made available to lawyers and businesspeople. In developing these guidelines and templates, Jonas has struck cross-functional working groups, which include representatives from operations, finance, tax, legal, among others, so that we can ensure that the materials are reflective of the business.

In-house legal departments are constantly being asked to do more with less. To that end, below is a list of tools to facilitate the efficient delivery of legal services without expanding headcount:

Templates: An important early task in the development of any legal department is the creation of templates of key agreements that the business requires, involving various functional teams from operations, finance, collections, human resources, tax, among others, in the development of these templates will help ensure that they are properly tailored to the business.

Contract management systems: Depending on the available budget, a contract management system can be helpful in generating and tracking contracts. Some of these systems can be programmed with fall-back positions, so that you can effectively use the contract management system to act as a negotiation playbook.

AI technology: While AI technology is still relatively nascent, it can help streamline certain tasks. By way of example, Jonas has used Kira, an AI due diligence engine, to assist with a number of larger due diligence exercises. More recently, Jonas has been piloting LawGeex, an AI contract review tool, to assist with reviewing and marking up non-disclosure agreements. Another general counsel has told me that they are in the process of programming a bot to assist with initial legal inquiries.

Use of data to refine templates: Collecting and reviewing data can be a time-consuming task. However, doing so in a focussed manner may lead to more efficiencies in your legal operations. If you can determine that certain issues never result in claims, you can, perhaps, consider streamlining your negotiation approach.

Playbooks: Preparing playbooks that set out your company’s initial and fallback positions regarding certain basic agreements can help preserve scarce internal resources for higher value tasks. These can also be helpful for guiding external resources when necessary, so that you don’t have to provide the same instructions repeatedly.

Entity management: Maintaining an up-to-date and accessible entity management system will allow the relevant internal teams to have access to the corporate records. This way, team members will not have to confer with a legal team member to confirm the identity of a director for a particular subsidiary.

Legal process outsourcing firms and on-demand legal talent: Legal process outsourcing firms and on-demand legal talent firms can provide quality support for commercial overflow or process-oriented matters that wouldn’t otherwise justify spend on a full-service law firm.

Billing management: Putting in place an e-billing, matter management and analytics system, like Legal Tracker or Simple Legal, will allow you to more efficiently review bills, monitor fee arrangements and better control your costs without adding administrative headcount.

Ticketing system and SLA: Putting in place an automated ticketing system, along with an SLA, might allow you to spend less time setting timing expectations and handling triage. Answers to simple questions can help place a matter in the appropriate position in the queue.

Online self-help portal: Gathering all your key templates, playbooks, newsletters, guidelines and other helpful information in one place will provide your business team with a place to find answers to common questions. You will also be able to save yourself time by being able to refer to responses set out in the portal.