Canadian Lawyer InHouse

March/April 2019

Legal news and trends for Canadian in-house counsel and c-suite executives

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MARCH/APRIL 2019 28 INHOUSE the bigger relationships they were having with large retailers and bigger companies. Things were getting much more sophis- ticated and arrangements were becoming more advanced. "We are an asset-light organization — we don't own any real estate or bricks and mortar or any fl eets. Our entrepreneur owner is always looking for the next deal and keeps us on our toes, that is what I love most about my practice," she says. "I could be drafting a Letter of Intent, but from a legal perspective, you know there is a lot more that comes with an LOI, so it's very exciting," she says. "2018 was a particularly challenging year as I needed to bring myself up to speed very quickly on an entirely new industry — the storage and transport of cannabis. At that point, they were already storing and delivering tobacco for a large brand name but the Cannabis Act legislation hadn't contem- plated the middlemen (warehouse compa- nies) handling packaged cannabis." Carestia is a one-person legal depart- ment supporting all of the business units such as HR, IT, sales and corporate, so when they have these types of acquisitions it makes her practice somewhat challeng- ing in that there is the day-to-day stuff that needs to be taken care of as well. "I always felt I was interested in the busi- ness side of things — in a fi rm you don't have that opportunity as much. Here, I put on my hard hat and fl uorescent vest and walk into a warehouse to see what's really happening. You get to be in on the nitty gritty of the business, which defi nitely helps me in my drafting of commercial ar- rangements and providing legal advice to the group," she says. She's now been with Metro Supply seven years. Her work ranges from conducting due diligence for potential acquisitions, to drafting complex e-fulfi llment logistics services agreements, to reviewing iCloud service agreements, to dealing with labour and employment matters etc. "I'm really hands on — I tend to reach out to external counsel only when it's an exceptional mat- ter. I also have subject matter experts that I know in the transport domain. I know my limits — I am an M&A lawyer, therefore I know I am not an expert in Alberta sever- ance obligations or what the same would be in the U.K. for that matter," she says. "As in-house counsel, it is key to know when to seek the expertise of a subject matter ex- pert so as to best serve the company." "In 2019, my goal is to consolidate our commercial agreements of all the busi- nesses we have acquired," she says. What keeps her up at night is wonder- ing if "everything is up to par" with the company's level of risk. "I know the Metro standard and some of these smaller com- panies we have acquired don't have the lev- el of detail and protections which Metro is used to. I need to get to synthesizing all of that this year." L ike many companies in Quebec these days, the Metro Supply Chain Group is growing rapidly as demand for its funda- mental logistics services rises to meet the global movement of goods internationally. Joyce Carestia joined Metro Supply Chain, a logistics services provider, in 2012. She had been in private practice at a boutique fi rm for 10 years and was doing mostly M&A and real estate work. "When I joined there was no legal department here," says Carestia, who is vice presi- dent legal services at Metro Supply Chain Group in Montreal. "Our company operates mainly outside of Quebec and I tend to do mostly com- mon law work. Our business has opera- tions in the U.S., U.K. and Canada. We have had some international acquisitions," she says. The company had been around for 35 years and the warehousing/logistics busi- ness was evolving, and the company's chief fi nancial offi cer saw the need to document ADVANCING THE BUSINESS In-house at the core of growth and revitalization in Quebec-based companies. BY JENNIFER BROWN

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