Legal news and trends for Canadian in-house counsel and c-suite executives
Issue link: https://digital.canadianlawyermag.com/i/1181006
www.canadianlawyermag.com/inhouse 21 dealing in cannabis trade between the U.S. and Canada, for example, must be mindful of laws and regulations in different states and provinces and on both sides of the border. In-house lawyers need to take on the role of project manager when dealing with cross-bor- der transactions to keep on top of numerous regulations in different jurisdictions. "Any sort of cross-border transaction that involves one or more jurisdictions puts a lot of pressure on tax teams, legal teams, accounting teams and internal business groups to manage the claim for all contingencies," says Robert Soccio, general counsel at Navistar Inc. "General counsel is the quarter-back, leading strategic negotiations with multi-jurisdictional parties and with multi-disciplinary teams, internally and externally. It's a massive undertaking in project management." Having contingency plans in place is key in all cross-border discussions, Soccio adds. Kruse advises in-house counsel to consider tax obligations in different jurisdictions at the outset and to determine if there is a require- ment for foreign investors to seek approval under the Investment of Canada Act. counsel at Siemens Canada. "An in-house M&A lawyer can add real value to the integration team by helping to identify Day 1 risks, understanding workstream interdependencies and planning mitigating strategies." Pawar concurs. "Where I often see problems for GCs is after all the external counsel has gone home and the dust has settled," he says. "They need to take time to plan for what the new world is going to look like after they close, and that should be reflected in the transaction document." One deal that Pawar recently handled was the purchase of a company operating a casino in Vietnam by a large international private equity firm. With shareholders located in New NAFTA $788 bn 66.80% CETA $118 bn 10.00% CPTPP $98 bn 8.30% Source: Statistics Canada and Canadian International Merchandise Trade Database *NAFTA: North American Free Trade Agreement CETA: Canadian-European Comprehensive Economic and Trade Agreement CPTPP: Comprehensive & Progressive Agreement for Trans-Pacific Partnership "One challenge that in-house lawyers face is to make sure that they get out in front of things that might be gating issues that would be particular to cross-border transactions that they may not face in domestic transactions," he says. Moreover, the role of in-house counsel does not end once the transaction is complete. The complex and challenging process of integrating the acquired business into the purchasing company is an important factor for in-house counsel to consider at the outset. "Integration planning starts well before closing and a large internal team is responsible for ensuring that the acquired business is Day 1 ready," says Kathleen Orysiuk, assistant general CANADA'S TOTAL TRADE WITH MEMBER COUNTRIES % OF CANADA'S TOTAL TRADE WITH THE WORLD TRADE PARTNER