Fourth Annual General Counsel Summit: The Unprecedented GC: Legal Leadership in an Uncertain Age
This year’s Summit focused on how your varied GC hats - Risk Manager, Team Leader and Executive Leader - fit in a time of unprecedented change. Among the myriad of complex issues GCs tackle today are: Canada’s foreign relationships with its trade partners (in particular the United States and Europe); the impact and relative proportion of the overall economy represented by government spending since the outset of the COVID-19 Pandemic; and the impact of the invasion of Ukraine on developing sectors, such as alternative energy. This confluence of events has expanded your roles even further, placing you at the centre of the action.
Fourth Annual General Counsel Summit: The Unprecedented GC: Legal Leadership in an Uncertain Age
GENERAL COUNSEL AS LEGAL RISK MANAGER
Panelists: Robert (Bob) Richardson, Partner, Mergers & Acquisitions, McCarthy Tétrault LLP, Sharon Haward-Laird, General Counsel, BMO Financial Group, Sarah Qadeer, Chief Legal Officer, Deloitte, Ryan Szainwald, Managing Partner, Private Equity, Brookfield Asset Management, and Eric Tilley, General Counsel, Infrastructure Ontario.
- The Importance of Intelligent Risk Management: The legal function within an organization can be to translate commercial risks masked in complex technical jargon or legalese. Demystifying these risks allows the appropriate risk manager to consider these decisions and make informed decisions.
- Engagement of Legal Risk Managers Early and Often: Bringing legal risk managers to the table at the idea-inception or strategy development stage removes friction and fosters an environment where the focus is how to get to the right outcome and facilitates the interplay of innovation and legal risk management.
- Create an Open Dialogue About Risks: Facilitating an open dialogue about legal risk, including rationales for decision-making helps to overcome having to say no too often. Faced with overriding legal risk, GCs are well-poised to suggest creative and alternative solutions to achieving a desired business outcome.
- Trust is the Linchpin: Trust sits at the center of the GC’s function both internally within their organizations and through cooperation with and use of external counsel. Internally, GCs build credibility with their organization’s C-suite and are often trusted advisors on a wide range of business risks that transcend purely legal risk. Externally, GCs need to trust that their external counsel is attune and on the look-out for the risks that are most important to the GC’s organization.
- Gain an Industry-Wide Perspective: Outside counsel often work with many clients across an industry or on common issues. By engaging with them GCs can gain valuable insight into what is considered market on a wide range of transactions and mandates. Particularly where a matter exceeds the scope of what may be considered to be an organization’s “ordinary course of business”, external counsel can help contextualize industry standards for GCs and assist them in making informed decisions.
GENERAL COUNSEL AS TEAM LEADER
Panelists: Judith McKay, Chief Client and Innovation Officer, McCarthy Tétrault LLP, Peter Brady, General Counsel, Vale Base Metals Global, Sarah Qadeer, Chief Legal Officer, Deloitte, Trish Callon, Senior Vice-President & General Counsel, Corporate, Sun Life and Ellen Yifan Chen, General Counsel, Audiokinetic
- Becoming a Strategic Advisor: Innate Skills vs. Learned Habits in Legal Teams: Becoming a skilled strategic advisor is a learned skill that requires understanding the organization's business and risk appetite. This can be achieved through exposure and observation. While some view strategic advising skills as innate and important to identify during the hiring process, practical exposure and independent critical thinking are also crucial in becoming a trusted advisor.
- Organizational Design for High-Performing Legal Teams: Decentralized, Centralized, or Hybrid?: The organizational design of a legal team should be tailored to meet the unique characteristics and size of each team. Organizational design has become increasingly important due to budget limitations and layoffs. Lean legal teams may need to utilize external resources such as temporary secondments or external counsel, while centralized or hybrid approaches can be effective for certain legal teams, depending on the nature of the team and its global business dealings.
- The Importance of Thorough Interviewing: Proper attention should be given to the interview stage of the recruitment process, as attracting candidates who are a good fit leads to improved talent retention in the long run. It's important to be patient and diligent during the interview process to identify the most suitable candidate for the organization. Diverse interviewing panels that ask competency-based questions and seek out specific qualities are valuable for identifying the best candidate.
- Addressing Escalation in Legal Teams: The Importance of Internal Framework and Open Communication: To address escalation in legal teams, a clear internal framework and guidelines are important. Encouraging staff to address potential concerns in a timely manner before they escalate is also key. Regular team meetings and other communication opportunities can help foster an open environment where team members feel comfortable raising concerns.
- Adjusting to Uncertainty in In-House Counsel Teams: The uncertain economic environment requires in-house counsel teams to adapt and prioritize legal tasks that require their expertise. Building personal relationships with external counsel can be advantageous in the long term, as they will be more understanding of budget limitations and act in the business's best interest.
- Maintaining Company Culture in a Hybrid Work Environment: Navigating the Impacts of Covid-19: The lasting impact of the Covid-19 pandemic on the workplace includes a need to sustain company culture in a hybrid work environment. A full-time return to office work for all employees is no longer feasible. Instead, a focus on "moments that matter" and meaningful in-office presence can enhance the work experience. Flexibility is crucial, allowing employees to choose their preferred office days or work hours.
GENERAL COUNSEL AS EXECUTIVE LEADER
Panelists: Debra Finlay, Partner, Business Law Group, McCarthy Tétrault LLP, Rania Llewellyn, President and CEO, Laurentian Bank of Canada, Kate Stevenson, Chair of the Board, Canadian Imperial Bank of Commerce
- Key Skill-Sets and Capabilities of a General Counsel from the Board’s Perspective: A GC should strive to bring a calm, balanced and pragmatic approach to resolving legal issues that arise, working collaboratively with team members to find solutions. Understanding the dynamics between the board and management is one of the first things that a GC should undertake when starting at an organization.
- Differentiating a Good General Counsel from a Great General Counsel: It is important to remember that the goal of an organization is not to have zero risk but to take calculated risks. Understanding an organization’s business is crucial to managing risk properly and transferring risk into opportunity, both of which important for the long-term prospects of an organization.
- Moving from Lawyer to Executive: A lawyer who is looking to make the transition should understand the organization’s business in its entirety, beyond just the legal aspects. Learning how the organization generates revenue, how the organization differentiates itself, where the organization’s growth opportunities are a few important questions to be considering.
- Going Beyond the Moniker of “Legal”: As building strong relationships within an organization cannot be rushed, a new GC should focus on building one relationship at a time. A new GC should also be willing to take on bigger roles beyond what his or her job description entails. Over time, individuals within the organization will see the value that the GC brings and will see him or her beyond just a corporate function.
- Evolving Role of a General Counsel: The panelists emphasized that a good GC should have an agile, nimble and resilient mindset to deal with unpredictable and unprecedented events, including the rapid advancement of technology such as ChatGPT in recent months.
- Role of a General Counsel in Geopolitical Issues: It is vital for GCs to stay abreast of new developments. GCs should be carefully selecting their network of sources to ensure that they are receiving accurate, unbiased information needed to make informed decisions.
- Integrating a General Counsel Successfully With the Board: A GC should be proactive and set up 1-on-1 meetings with each board member to develop rapport. Getting to know the board members outside of the boardroom will enable the GC to get a fulsome picture of each board member’s personalities and obligations outside of the organization.
- Serving on the Board with a General Counsel Background: In addition to bringing technical legal skills, a director with a GC background is able to effectively distill the issues for the board and brings different perspectives and thoughts to board meetings.
- Delivering Bad News: It is important for organizations to create a safe and trusting work culture where team members feel comfortable sharing bad news. The tone is set at the top – CEOs should respond well to being challenged and should encourage team members to have the courage to challenge.
- Ideal General Counsel in One Word: “Pragmatic” and “Consigliere” – the ideal GC is able to provide practical, business-oriented solutions while being a connector of individuals within and outside the organization.