Canadian Lawyer InHouse

September/October 2019

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

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www.canadianlawyermag.com/inhouse 27 Citing the example of the move to self-service contracts and the use of contract templates for the business units, Rooney says that, eventual- ly, in-house counsel came to realize they were being freed from repetitive work, giving them the opportunity to take on "more interesting higher-value work, which actually then comes out of outside law firms. We were able to retain more of the better work internally when we had those types of efficiencies inside the business." (In addition to bringing work back in-house, Enbridge also reduced and consolidated the number of outside firms it uses and negotiated alternative fee arrangements, included blended hourly rates and discounts after certain volumes of work.) According to Rooney, it was absolutely vital to reach out to members of the legal team in per- son, to hold face-to-face meetings and conduct some team-building events while implementing the transformation initiative changes. "It's human nature to be resistant to change for the most part. It just takes a little bit of time and effort to get people to accept and adopt and embrace change. Some are more willing to do it right out of the gate, and with others, it just takes time to get them there. It can be a lot of 'I hear you, but show me. Show me how this is going to make things better,' and that takes time. But we are actually showing results, and so now there is quite a bit of buy-in. I think, for the most part, the legal group has said, 'OK, I see it, I get it. And let's get on with it.'" One of the first projects Suess undertook was a reworking of the com- pany's crisis manage- ment protocols. At the time, RioCan was strictly focused on retail properties, particularly shopping malls. (The company has since added residential and office buildings to its portfolio.) While the company had experience managing every type of crisis imaginable, in- cluding bomb threats, hostage situations, power outages and severe weather situations, the team had previously not envisioned using technology to streamline responses. "What we tried to do is give [the planned response] a higher degree of visibility, and make sure that the senior executive team was also well aware of everything that was going on and had input into how to handle these situations as they arise. We just made it more of a formal effort than I think it was previously," says Suess. The resulting Crisis Management Program and App, which was rolled out in 2018 — less than a year after Suess was hired — breaks a crisis situation down into six stages: identify the incident, triage the situation, mobilize the most effective response team, communicate what is happening (both internally and externally), re- solve the situation and then recover. The software identifies and lists contact information for local response teams and the senior crisis manage- ment team. It includes information about dealing with the media and a crisis hotline number. It also outlines exactly what steps to take depending on the situation (shelter in place instructions, directions for dealing with first responders, etc.). EVEN THOUGH a company can be successful without having a general counsel on staff, adding one certainly can make a difference as to how effectively and efficiently the business oper- ates on a day-to-day basis. When a crisis happens, it's especially beneficial to have a leader with the vision to steer the company through it. That's a lesson RioCan REIT has learned since adding Jennifer Suess to its management team. Suess, who holds the title of senior vice president, general counsel and corporate secre- tary, is the first general counsel in the company's 25-year history. While RioCan's founder and CEO, Edward Sonshine, is a lawyer himself, he realized that it is finally time to bring in somebody to define the legal priorities of the company. RioCan prevents and manages crises Crisis management program and app rolled out to guide employees through stressful situations CATEGORY: Law department management DEPARTMENT SIZE: Small COMPANY: RioCan The app is designed to walk RioCan employees through stressful and trying situations in a step-by-step manner and gives them the tools to communicate through the application, and yearly training sessions reinforce the best ways to use the tool. Now, the next step is to launch a version suitable for use by the residential side of the business. Suess also adopted a more structured and formal approach for common business situa- tions. She oversaw the creation of standard form templates for the business units. By eliminating the need for the eight-person legal department (Suess, two lawyers, four clerks and a senior administrative assistant) to be involved in every rental default situation or lease renewal, for example, it frees up the in-house team for other work while empowering the business team to be more efficient and autonomous. This, in turn, gave the legal team an opportunity to work on issues that were formerly sent to external coun- sel, which resulted in an overall reduction in legal spending in 2018. Establishing standard approaches to dealing with retailers who want space in RioCan proper- ties also permitted the company to promote its corporate values. One of these is sustainability, and under Suess, the legal department has begun including a "green clause" in its leasing agreements. So far, approximately 200 leasing contracts have been signed that include a com- mitment to sustainable practices. "It's quite simple, and I think it is almost ex- pected in this day and age that you ask your ten- ants and require them to be responsible for the resources that they consume, and that you build in incentives for the tenants that are more prudent when it comes to utilizing the resources Jennifer Suess, SVP, general counsel and corporate secretary

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