Robert Patzelt heard a comment from a fellow panelist recently that really got him thinking: “In-house counsel tend to sell themselves short as to their business abilities,” the panelist observed.
“I’d never really thought about our skill sets in that context,” says Patzelt. “We actually know far more about how businesses function and the way the world works than some in-house counsel give themselves credit for,” he adds. “I think that recognition is important because it’s partly a confidence issue.”
Ironically, at the time of the panel, Patzelt was deep in the learning curve of a new role as President and Chief Executive Officer at New Millennium Iron Corp., working primarily out of the company’s offices in Montreal. Formerly, Patzelt was General Counsel, who later became Senior Vice President, at privately owned Scotia Investments Limited in Halifax, a diversified industrial business with interests in manufacturing and the forestry sectors.
In January 2014, when Patzelt took the helm at New Millennium, he changed jobs, industries, provinces (he commutes from his Halifax home to Montreal) and added on the challenge of learning French. “There’s not enough stress in the world, I had to take on more,” says Patzelt, with his trademark humour, although the excitement of heading the publicly owned mining company is palpable in his voice.
As a general counsel, working at the intersection of law and business, Patzelt developed skills and aptitudes that transition well to opportunities beyond that role. Some general counsel move from one general counsel role to another, to a larger enterprise, or to head the legal department of a division of another organization. Others move up to become chief legal officers, become presidents of companies, corporate secretaries, consultants, arbitrators, or move out of the legal field entirely.
“If you think about it, especially for lawyers who have come through an organization and become a general counsel, there’s a lot of what I call ‘learning by osmosis,’” says Patzelt. “You’ve seen deals that went well and seen projects that went sideways, even though you weren’t directly involved.” As a result, general counsel experience what Patzelt likes to call “compression learning” more so than with other disciplines, “because the legal team is always brought in at some point.”
Business reality being what it is, at any time and place general counsel may find themselves moving on for a variety of reasons. Corporate restructuring or mandatory retirement (though not the issue it once was), are common stories. Thirteen years ago, Howard Kaufman, then Vice-President, Legal & External Affairs and Secretary of Xerox Canada Inc., faced mandatory retirement after a successful 24-year career with the company. Looking back, he says he asked himself, “well, what do retired people do? They go to Florida for the winter.” Off he and his wife went. Four weeks later, a bored and restless Kaufman started looking for new opportunities. He asked himself, “how do I leverage my skills as general counsel to new, and perhaps, quite different positions?”
Kaufman considered taking another general counsel position, perhaps a business role, and weighed the desirability of a corporate director position. But after thinking about what he really liked to do, he says, two areas stood out. “I like talking with people and I like business development,” skills he drew on extensively over his years at Xerox.
Given his lengthy tenure as a general counsel, he intrinsically knew what general counsel want from their law firms; moreover, what they expect, as a client, from their external counsel. Coincidentally, Fasken Martineau DuMoulin LLP was looking to bolster its client service, especially to in-house counsel. “It was a bit of a risk for both the firm and for me,” says Kaufman, whose role as counsel is primarily advisory, “but it does show there’s many, many avenues after general counsel.”
During his 25 years at Scotia Investments, Robert Patzelt’s portfolio broadened. He started with the organization in a risk management portfolio, moved to the general counsel role, and in addition, took on responsibilities that included operations, governmental affairs, governance, energy and the environment. “If your fingerprints are on something, own it and show leadership,” says Patzelt. “Show your leadership as it relates to the business, not just your legal expertise.”
Patzelt says general counsel should try to avoid becoming intellectually or organizationally buttonholed, thinking that “you’re just a lawyer.” On the contrary. As part of your intellectual portfolio, as you grow and expand your knowledge base, he says, “you develop more ‘muscle tone’ for making decisions, for taking risks, but also an understanding of what you need to do.” It’s akin to ships, says Patzelt, his years in the Maritimes showing, “they’re safe in harbours but that’s not what ships are built for.”
Developing the intellectual muscle to successfully handle a wide range of interconnected legal and business issues is integral in providing value to your organization. It’s also a skill set that, if needed, transitions well for life after general counsel or chief legal officer.
As to important skills for the role, Anne Fitzgerald, Chief Legal Officer and Corporate Secretary at Cineplex Inc. in Toronto, refers to herself as “a jack of all trades, master of none.” Beneath the humour, however, Fitzgerald is serious. “What you want in a general counsel or chief legal officer is the ability to jump from one subject to another very quickly.”
A former criminal prosecutor, Fitzgerald says litigators are trained to become experts in a field in a very short period of time and then move on to another field. “But the reality is that you don’t lose all that knowledge,” she says. “You may not be able to recall it immediately, but you have it in your head, so that when something arises outside of your normal realm of knowledge, or comfort zone, you know who to call when you need expertise and where there might be some challenges.”
In fact, says Fitzgerald, who joined Cineplex in 2004 as its first in-house counsel and now heads a law department of 10, one of her strongest skills “is looking at the really big picture. Finding out where, or if, there’s a tiny hole in the big picture, narrowing in and preventing it from becoming a major crisis is my bread and butter.” It’s often not glamorous work, she says, as “90 per cent of what I do people don’t know about, and hopefully they never do, because if I’ve done a good job, I can prevent future problems from ever showing up.” Cineplex is not only an entrepreneurial company, but a real “people company,” says Fitzgerald, who started several companies in her younger years, and, when she first moved from the US to Canada, was executive producer of Evil Dead: The Musical. “If you look at the executive team, it’s very amorphous, with opportunities for change and opportunities for growth. Someone may start out in finance and end up in film or operations. There’s a recognition that human beings come with skills and interests beyond their current role, and it’s essential to nurture those capabilities.”
Ask Av Maharaj what aptitude most exemplifies his interests and he’s sure to list “entrepreneurial.” Last May, then Vice President and Chief Counsel International and Canada for Kellogg Company, Maharaj oversaw the restructuring of the legal group in Canada. Thereafter, he looked for a fit that would knit together his legal, international business and entrepreneurial interests. Today, he’s Counsel at Fasken Martineau in Toronto, working on diversity and client initiatives, and sourcing potential, particularly international M&A opportunities for the firm.
The general counsel role arms you with a cross-section of legal and business skills, but try to expand your skills, he advises. As an example, Canada represents only a small portion of the world’s total economy, so Maharaj chose to build expertise in the international merger and acquisition market. Get out into the world, he suggests. “Working on an international transaction is good, but actually getting out to the international markets is way more valuable,” says Maharaj, who typically spent about 100,000 miles in the air each year. “You learn more in an eight-hour meeting with local counsel and your in-house counsel than you would over the phone in an entire quarter, and gain an appreciation of what opportunities lie beyond our borders.”
Since 2012, David Brennan has worked as Chief of Staff, Office of the Mayor and Council for the Town of Oakville. It’s another step in a career that, says Brennan, draws on his business and legal background, including most recently to the Oakville role, as Senior Vice President and General Counsel, Ontario Power Generation and Vice-President, General Counsel and Secretary, GE Canada.
Brennan says his career path, starting with obtaining degrees in both business and law, has been pretty calculated, and included stints in business, as well as in private practice as Chief Operating Officer of a major law firm and much earlier, as a financial services, corporate and commercial lawyer at the law firm. Always, he says, he looked at each potential position, including the senior legal roles, partly from the viewpoint of “what does it prepare me for after the job?”
The skills Brennan gained in progressively more senior in-house positions transition well into his current role. “The bottom-line answer that’s not acceptable, in most cases when you’re in-house, is ‘it doesn’t work or we can’t make it work,’” says Brennan. “When you’re in private practice you give advice; when you are in-house, you and your team implement that advice, along with your business colleagues.”
The situation in the Mayor’s office is somewhat analogous, he says. “I don’t have any authority or power; what I can do is shine the light on issues and bring a perspective that helps try to find a solution that can work for everybody.”
People who come in-house and who have spent a fair bit of time gaining experience as legal advisors also gain experience as business people, says Bonita Croft, Vice President, Legal, General Counsel and Corporate Secretary at Trican Well Service Ltd. in Calgary. “It’s a multidisciplinary job; in-house counsel are the intersection of almost every other discipline in the company. So we get to see how those other disciplines work and how the information they have integrates into strategy and operations.”
If in-house counsel want to focus on making themselves as multidisciplinary as possible to prepare for a leap outside purely legal, financial literacy is critical, Croft points out. “Finance is at the heart of a great deal of legal decision-making. That’s something you learn over your years in-house: that legal matters are business challenges and issues with financial implications. Moreover, if you’re a public company, understanding the numbers is essential in determining what’s important to the business in measuring risk and assessing continuous disclosure responsibilities.”
Croft volunteers as an executive-in-residence for the Canadian Corporate Counsel Association’s (CCCA) Business Leadership Program for In-House Counsel certification program. Recently, she participated in the finance section. The program, which she helped to develop, “really helps people maximize their ability as lawyers working in a company to contribute as participants in the business as a whole,” she says.
In 2013, when Judith McKay was appointed Chief Client Officer at McCarthy Tétrault LLP in Toronto, in a way it was like coming home, both to Canada and to the law firm where she had practised as a patent agent early on in her career. In the intervening years, McKay had most recently been Vice President and General Counsel at DuPont Pioneer, headquartered in Iowa. Prior, she had been Chief Administrative Officer and General Counsel at DuPont Canada, after joining the company as a corporate counsel.
“In the role of chief legal officer or general counsel, you provide strategic legal perspective to senior management on all aspects of the business. This unique insight can be leveraged to provide significant value in other leadership roles,” says McKay. In her new role, McKay oversees client relations, marketing strategy, and new business development at McCarthys. “Clients are demanding change and law firms need to be more innovative than ever,” she says. “So it’s a very exciting time to be in the legal industry.”
Take another general counsel position, head a business, work in a law firm, but what about the discrete role of corporate secretary? In 2010, Seymour Trachimovsky “thought I was retired. But an advertised position for a corporate secretary, six to 10 hours a week at [then] Guelph Hydro, caught my eye.” Today, the corporate secretary position at what is now Guelph Municipal Holdings Inc. (which owns Guelph Hydro Electric Systems Inc. and Envida Community Energy Inc.) has morphed into, on average, a four-day-a-week role; Trachimovsky is enjoying the job immensely.
Trachimovsky may well represent a new trend. In the last several decades as companies, and often their stakeholders, focus more closely on corporate governance issues, increasingly general counsel and chief legal officers have taken on the role of corporate secretary. As a stand-alone position, part-time or full-time, it may represent a next step for seasoned in-house counsel.
“Anecdotally, I think the demand for this type of position has, and is, increasing,” says Trachimovsky. “There are many more legal questions coming up around the boardroom table these days, where you need what I call ‘legal intuition.’”
Then there are boards of directors. Some in-house lawyers may aspire to be on a board of directors at some point in their career, says Croft, at their own company, eventually with another public company, or at a non-profit as a way of giving back to their community. “I think a lot of people might say that, if you want to be a member of a board, especially in a for-profit situation, legal skills in and of themselves aren’t necessarily seen as sufficient,” she says, citing the value the multidisciplinary in-house counsel role brings to the table.
As to giving back to the community, in August, Barry Michael Fisher retired after 17 years as Vice President, General Counsel and Corporate Secretary of SAP Canada. By October 2014, he had signed on as Principal and Chief Innovation Officer at Avokka LLP, where he’ll help build the leadership of the firm, providing senior legal executives “virtual general counsel” part-time to businesses, for a fixed fee, to help manage legal issues and projects.
In addition, on a volunteer basis, Fisher is serving as General Counsel of the ADR Institute of Canada, and as an executive-in-residence for the CCCA certification program through the Rotman School of Management at University of Toronto. Through these volunteer positions, Fisher will draw on his legal and business skills to enhance what he considers are significant areas of the profession: “the use of the arbitral process in dispute resolution in Canada,” and through the CCCA program, “to help develop and assess the skills, knowledge and attributes necessary for successful, trusted in-house legal advisors.”
Still, if there’s one clear theme emanating from current and past senior legal officers, it’s that to be truly effective, “you need to be a problem solver, not a problem handler,” says Patzelt. It’s a credo that served him well as a general counsel and holds true in his new role as a company president and chief executive officer.
Lawyers who have worked in-house offer advice on how to broaden your career horizons
> “Go out into the operations, be assigned to a project team, if something isn’t being attended to, attend to it, even if it’s not that sexy,” says Robert Patzelt, President and Chief Executive Officer at New Millennium Iron Corp. “It’s all about building additional depth and showing you have this additional capacity, that will hold you in good stead for life after general counsel.”
> Take on roles other than legal during your time as general counsel, suggests Howard Kaufman, Counsel, Fasken Martineau. In addition to his legal portfolio at Xerox, Kaufman took on portfolios that included governmental affairs, public relations, environmental affairs and smaller areas such as insurance. During his last three years at Xerox, his time “was pretty much half legal and half other portfolios. Looking ahead to what you might want to do after general counsel, if you want to expand your options, it’s likely going to take more than pure legal expertise,” he says.
> Learn how to interpret financial statements, says Anne Fitzgerald, Chief Legal Officer and Corporate Secretary for Cineplex. “You can’t provide value unless you can look at the numbers. You can’t communicate with your business team unless you can communicate in their language and their language is numbers.”
> Understand what you want to do and let that drive your behaviour at every level in your career, says David Brennan, Chief of Staff of the Office of the Mayor and Council, Town of Oakville. “What are my options? Where can I go with this potential position that continues to take me on a path of interest and builds a positive career for me, because you want to continue to build and expand your skill base. As the position at Oakville shows, you never know where the next opportunity is going to come from.”
