For the people
- Subtitle: Law Department Management
On a weeknight in early November, Mark Johnson found himself at a meeting in the library of a Toronto junior public school in Riverdale listening to community residents voice concerns about a shooting that had taken place in the community a few months before.
The purpose of the meeting was to let the community members know what Toronto Community Housing was doing to combat crime in their complex. “We got an earful. That’s part of the job,” says Johnson who is the still relatively new general counsel and corporate secretary with the legal services division of TCHC.
It’s just one of a multitude of hot button issues Johnson finds himself dealing with every day in an organization that has been dogged by controversy for more than a decade. It’s a significant change of pace and focus from his role as GC at software development company Infusion, where he worked for the last five years. He left Infusion in June to join TCHC.
Johnson is no stranger to the public sector or controversy. He says he likes taking on tough jobs and doesn’t shy away from public scrutiny. He served as interim general counsel at eHealth Ontario in 2009, and led its legal team during a difficult time of restructuring. But unlike eHealth, one could easily argue there are more frontline and people-oriented issues at TCHC, which is also undergoing a massive revitalization of its housing infrastructure.
Many of the issues are related to the repairs needed in the buildings that are part of the TCHC housing stock, as well as human rights complaints, privacy issues, litigation, complex procurement matters and more.
“I enjoy the fast-paced nature of it; I like the public mandate that there is something higher at stake here than just closing a deal for the sake of completing a corporate transaction,” he says. “The pace of the job is higher than I expected, but it’s starting to calm down now that I’m familiarizing myself with the job.”
TCHC is a non-profit corporation owned by the City of Toronto. It provides social housing to nearly 60,000 households in 2,200 buildings across the city. More than 110,000 residents of Toronto live in TCHC communities. Its board of directors consists of 13 members including the mayor (or his designate), three city councillors and nine citizens (including two TCHC residents). It receives 55 per cent of its funding in rent from residents, 39 per cent from City of Toronto subsidies and six per cent from rental of commercial spaces, parking and laundry as well as income from investments.
The main focus at TCHC in the last few years has been centred on the $2.6-billion backlog of repairs required for the buildings, many of which were built 50 years ago.
A report issued in January by the TCHC task force appointed by Toronto Mayor John Tory listed 29 recommendations to address the crisis and ongoing turmoil at its headquarters.
“My approach to the reputational challenge is a philosophical one,” Johnson says. “All I can do is the best I can do. The people who I have met here and work with are a super group of people who are very conscientious of the public mandate. I’m confident in the fullness of time, the reputational problems of Toronto Community Housing will be solved and people will look at it as an organization that is well run and serving the needs of the city in a proper way.”
The TCHC legal budget is $7 million. It’s a budget Johnson says is declining as more work is brought into the legal department of 14 lawyers and seven paralegals. “We do a lot in-house — it’s just more cost effective and I think you get better customer service. You get to know what is an extremely complex organization. You need to understand it.”
Johnson says he will be looking at reducing the budget on external law firms over time but not to a great degree. “The nature of the work is such we will have to retain external counsel. The legal budget is very much a function of projects we’re undertaking in the years to come.”
The large revitalization projects for communities such as Regent Park are ongoing. It is estimated that phase two and three of Regent Park will be completed in 2017 and 2019, respectively. Others include Alexandra Park, Allenbury Gardens, Lawrence Heights, Leslie Nymark and 250 Davenport.
“We still need external counsel for very large projects and for super specialized advice, but there hasn’t been a lot of pressure on me to reduce the budget other than the fact TCHC has to reduce its expenditures overall,” he says.
Last year, the agency went to the legal market with a request for proposal and now has about 15 law firms on its roster including: Dentons LLP, Gowling WLG, Cassels Brock & Blackwell LLP, Aird & Berlis LLP, DLA Piper (Canada) LLP, Fasken Martineau DuMoulin LLP, Hicks Morley Hamilton Stewart Storie LLP, WeirFoulds LLP, Sherrard Kuzz LLP, Mathews Dinsdale & Clark LLP and Moodie Mair Walker LLP, as well as Anita Fineberg, Devine Park LLP, Lise Patry and Procurement Law Office.
The range of issues Johnson and his team deal with on a daily basis can include corporate governance matters and tenant eviction issues, as well as implementing a new human rights policy for tenants if they feel they have been mistreated by staff or other tenants.
The board of TCHC has a mandate from Toronto city council to facilitate the turnaround and improvement of the organization.
“In many ways, I’m a conduit between the board and senior management as the corporate secretary and that’s a fun and challenging part of the job,” Johnson says.
While Johnson is new to the challenges of TCHC, Ismail Ibrahim has seen the organization through years of upheaval. He is perhaps the best possible ambassador for the organization — he grew up in community housing and, after initially working on Bay Street after law school, found his professional home at TCHC. He arrived at the organization’s department in 2009 after doing two secondments in 2007 and 2008 as a student.
Born in Afghanistan, Ibrahim’s family left that country when he was four years old. They lived in Pakistan for six months, then India for five-and-a-half years before coming to Canada. They lived in community housing in Scarborough for 12 years until he graduated from university. “It’s one of the reasons I ended up here,” he says.
He admits his path to the TCHC legal department is unusual, but it seems like a bit of destiny at work. He graduated with degrees in life sciences and engineering and worked as an engineer at the Darlington Nuclear power station for four years. After that, he decided to go to law school. He articled with Ogilvy Renault LLP (now Norton Rose Fulbright Canada LLP).
“I was doing a lot of work with their energy group, but during the year some of the partners left to join another firm. That turned out to be a good thing because during that year they sent some students on secondment to Toronto Community Housing,” he says.
When he wasn’t hired back to Norton Rose, TCHC called him and offered a six-month contract. In November, he celebrated his seventh year with the agency.
“I was hired on a six-month contract to help on a $250-million bond deal and to help set up an ethics and compliance unit,” he recalls.
On day one, they asked him to be the liaison with the City of Toronto’s ombudsman’s office, which had recently taken jurisdiction over TCHC. He then became the Freedom of Information point person and started doing some corporate work. Then the auditor general’s recommendations came down.
“We had to implement changes to the expense policy and also help overhaul the procurement processes,” he says.
It was the 2011 auditor general report that revealed deficiencies in the procurement process.
“At the time, I didn’t know a lot about procurement, but I knew a lot about the company. The general counsel at the time said hiring from outside would take six months for anyone external to learn it and it would be easier for me to learn procurement law than for someone else to learn TCHC,” he says.
Ibrahim has had two stints as acting general counsel — the most recent one for 11 months before Johnson arrived. He’s worked on investigations related to employee code of conduct violations, fraud and litigation files as well as a class action.
In his seven years at TCHC, Ibrahim has worked with five different CEOs, six different GC, several vice presidents of human resources, CFOs, COOs, and been on hand for five different auditor general reports and five different ombudsman reports, a mayor’s task force and two different reports from Justice Patrick LeSage.
But he says it is all legal experience he would not have been exposed to anywhere else. “The amount of experience I’ve had in seven years here is equivalent to probably 20 years anywhere else. We don’t have a lot of resources, so what happens is we have first-year lawyers who get to handle commercial litigation files from beginning to end,” Ibrahim says. “You get really good experience — you get everything.”
And when you talk to the other lawyers on the TCHC legal team, that is the common thread for all of them — exposure to interesting and meaningful work early in one’s career. “We believe in the vision of the company,” he says. “We’re doing this because we know at the end of the day we’re giving something back. We know we’re a target — people are going to take shots at us — some of it deservedly, a lot of it undeservedly, but at the end of the day we’re doing good; we’re helping the community.”
Cheryl D’Souza, senior legal counsel, real estate at TCHC, says she loves what she does.
She arrived in 2014 from private practice at Dickinson Wright LLP during a particularly tumultuous time at TCHC.
“I wanted to play an intrinsic role in the replacement of these old social housing buildings. The work I do is on the back end, but I felt I could say I had a hand in making these revitalizations happen and create this new social housing for tenants despite the lack of funding,” she says.
She is the only lawyer on the real estate development project, but she is about to hire another person to help her. She also handles corporate financing, construction financing and all the commercial leasing work and general real estate matters such as easements and title issues. In that work she deals a lot with external counsel.
“I think Dentons understands our business well — all of them do, really,” D’Souza says. “They try to work with us in terms of fees. They do a lot of fixed fees for many of the files and one thing I’m careful about is keeping their budgets in check. If they exceed it I am making calls because I manage all the development and financing external fees as well. More often than not though they see where we are coming from,” she says.
While the work is rewarding, D’Souza admits it can be professionally challenging.
“We have our challenges; it’s not smooth sailing. We have a lot of stakeholders. There are a lot of pressures. The role is not easy — there is political and internal pressure, but the work itself is very interesting and that’s what keeps me going.”
Sometimes the job spills out into community involvement. During the 2013 ice storm, Ibrahim was acting general counsel. He worked 12 hours a day for the next two weeks. “We were knocking on everybody’s door providing food, blankets, water,” he says.
On Christmas Day, he worked 17 hours straight. During the last five hours of that day, he and a vendor drove around going to warming centres across the city delivering food and blankets. “You’re not going to get that working on Bay Street — that has nothing to do with the legal world — it’s about community.”
While the push to redevelop communities such as Regent Park started back in 1995, it’s only in the last year that Ibrahim says he is seeing a real change in attitude in the city around TCHC. “Over the last year, for the first time, people are realizing what the real issues in this company are — lack of funding — a historical lack of funding. The mayor’s task force said it was a problem 30 years in the making. That is the first time there has been a public acknowledgement of that fact,” he says.
Ibrahim says he hasn’t been this optimistic before. “No one acknowledged what the real problem was.
That’s out in the open — how it gets addressed we’ll see, but at least it’s acknowledged now.”
Published in Issue Archive
Jennifer Brown is the editor of Canadian Lawyer InHouse.