Happy and in-house

Do you want to be happy? Then go in-house. That’s what the findings of the latest CCCA In-House Counsel Barometer survey suggest.
Presented last week at the Canadian Corporate Counsel Association’s spring conference, the annual survey, conducted by the CCCA in conjunction with Davies Ward Phillips & Vineberg LLP and Vision Critical, shows 95 per cent of the 864 polled in-house counsel would recommend an in-house lawyer career to their private practice counterparts.

Highlighting another job satisfaction indicator — low turnover — the survey notes in-house counsel polled have been with the same company an average of seven years. “Better work-life balance, the type of work, and integration in business decisions” were cited as the main reasons behind the findings.

Legal departments are continuing to grow, with 33 per cent of those polled saying the number of lawyers in their departments increased last year; 57 per cent saw no change and only eight per cent saw a decrease.

Members of the Canadian Bar Association, of which the CCCA is a subgroup, seem to have taken note of the growth. Last week, they elected the first ever in-house lawyer as second CBA vice president, a first step toward the organization’s national presidency, which Fred Headon will take on in 2013.

Headon, senior counsel with Air Canada in Montreal and CCCA executive committee member, says he sees his election to head the CBA as a reflection of the changing makeup of the bar, as in-house lawyers grow in number across Canada. “I also think this is in recognition of the strategic role that we play managing the relationship with external counsel,” says Headon.

That’s because even with the growth in legal departments, a lot of work is still outsourced, as 97 per cent of the survey respondents say outsourcing is part of their job.

Other highlights from the CCCA’s spring conference

Feedback is key for legal department value

Requesting regular feedback and communicating with the rest of the company outside of the usual lawyer role are key factors of showing the value of legal departments to companies, according to a panel of top in-house lawyers.

If that communication is not there, people will not come to the in-house counsel when they need to, diminishing the value of the legal department and hurting the company as a whole. “If you don’t do it, they will find a way to avoid you,” says Brian Armstrong, executive vice president and general counsel at Bruce Power.

That communication and feedback could come in the form of an annual survey sent to the rest of the company, or even meeting workers outside of the usual lawyer setting. Brian Wylynko, legal managing director at Federal Express Canada Ltd., for example, says his legal team gets to meet people in the field when it goes to help with packages hands-on at the Toronto airport each December, the busiest time of the year for the company.

Update the Investment Canada Act

The Investment Canada Act needs to be updated to accommodate new global realities, said Michael Wilson, the former federal finance minister who now serves as chairman of Barclays Capital Canada.

The act hasn’t been updated since 1985, and Wilson noted that the government coming out of the May election needs to further clarify the rules, so foreign investors don’t see decisions arising from it as political.

He added natural resource companies should perhaps be given special status under the act.

The legislation has been the focus of attention in the past few months following highly publicized cases like the failed bid for Potash Corp. of Saskatchewan Inc. and the proposed merger of the London Stock Exchange Group plc and TMX Group Inc.

Go all out in proxy fights

In-house counsel facing a proxy fight should be aware that although most dissident shareholder fights end through accommodation that sees the dissident shareholders get more power in the company, if an agreement is not reached, there has to be an all-out war if management thinks that’s in the best interest of shareholders.

“You can’t back down,” says David Wilson, general counsel at General Dynamics Canada, adding organizations that specialize in taking over companies through proxies will not back down once they initiate the takeover, even if its just to protect their reputation in the marketplace.