Canadian Lawyer InHouse

INHOUSE www.canadianlawyermag.com/inhouse Director/Group Publisher: Karen Lorimer karen.lorimer@thomsonreuters.com Editor in Chief: Gail J. Cohen gail.cohen@thomsonreuters.com Editor: Jennifer Brown jen.brown@thomsonreuters.com Staff Writer: Charlotte Santry Copy Editor: Mallory Hendry Art Director: Steve Maver Account Co-ordinator: Catherine Giles Advertising Sales Representatives Legal Suppliers: Kimberlee Pascoe Tel: (416) 649-8875 E-mail: kimberlee.pascoe@thomsonreuters.com Law Firms: Karen Lorimer Tel: (416) 649-9411 E-mail: karen.lorimer@thomsonreuters.com Grace So Tel: (416) 609-5838 E-mail: grace.so@thomsonreuters.com Steffanie Munroe Tel: (416) 298-5077 E-mail: steffanie.munroe@thomsonreuters.com Sales Co-ordinator: Sandy Shutt Tel: (416) 649-8864 E-mail: sandra.shutt@thomsonreuters.com Canadian Lawyer InHouse is published 6 times a year by Thomson Reuters Canada Ltd., One Corporate Plaza 2075 Kennedy Rd., Toronto ON. M1T 3V4 (416) 298-5141. Fax : 416-649-7870 Web: www.canadianlawyermag.com/inhouse LinkedIn group: www.goo.gl/9tytr Editorial advisory board: Sanjeev Dhawan, Hydro One Networks Inc.; Kari Horn, Alberta Securities Commission; Jonathan Lau, TVO; Janis Vanderburgh, York Region Rapid Transit Corp. All rights reserved. Contents may not be reprinted without written permission. The opinions expressed in articles are not necessarily those of the publisher. Information presented is compiled from sources believed to be accurate, however, the publisher assumes no responsibility for errors or omissions. Canadian Lawyer InHouse disclaims any warranty as to the accuracy, completeness or currency of the contents of this publication and disclaims all liability in respect of the results of any action taken or not taken in reliance upon information in this publication. Publications Mail Agreement #40766500 ISSN 1921-9563 Copyright © 2013 H.S.T. Registration #R121349799 To subscribe or change addresses Call (416) 649-9926 Fax (416) 649-7870 or e-mail Ellen Alstein at ellen.alstein@thomsonreuters.com RETURN UNDELIVERABLE CANADIAN ADDRESS TO: CIRCULATION DEPARTMENT One Corporate Plaza 2075 Kennedy Rd., Toronto ON. M1T 3V4 Indexed in the Canadian Periodical Index E D I T O R ' s b o x By Jennifer Brown Courage and the CLO W hen McCain Foods Ltd. chief legal officer Christa Wessel received the CCCA Ontario chapter award of excellence recently it was former Ontario premier David Peterson who served as guest speaker. He chose to speak about one of the challenges facing in-house counsel — that of defender of the corporate moral conscience. The now chairman of Cassels Brock & Blackwell LLP spoke the same week that political and corporate scandal was in abundance. From the Charbonneau Commission in Quebec, to the Rob Ford scandal in Toronto and the Senate expenses debacle in Ottawa, he had a plethora of material to work with. He even referenced Apple's grilling by the U.S. senate committee regarding the company's tax "avoidance" issue. "It has been a miserable six weeks in the political life of this country and in some ways the world," he said. He took the opportunity to draw on the current climate and put a question to the in-house counsel present that night: What could you/would you have done if in the role of adviser to those organizations now under the spotlight? "With the benefit of hindsight, had we lawyers been there, what would we have brought to the party?" he asked. "Would we have stuck our noses into those issues? And could we have fixed them if anybody had listened to us? If they don't listen to us how can we make people listen to us?" They were questions that clearly gave many in the room cause to pause and reflect. "The greatest mistakes I've made in my life were when I didn't listen to my own conscience," he said. "I was getting fabulous advice from very smart people but I was wrong at the end of the day." At some point, he said, people have to stand up with a moral compass to say: "That just won't wash." He challenged the in-house counsel present that night to ask themselves whether they would have had the courage to stand up and say: "We can't agree with this." Corporate counsel and lawyers generally, he said, are in a position to bring ethical leadership to a world that in many ways is lacking it. "We're all trained to serve the corporation we work for but all of us who take the oath have a responsibility to the profession and to a higher public and that is a greater responsibility." Peterson said he's optimistic about the opportunities lawyers have to make a better world and for general counsel the key will be to think of their role as one of protecting the reputation of the corporation. A general counsel, he said, provides advice to the executive team but it's not just about the law — it can have broader implications. You don't just need to know the law, you have to make considerations within a wider context. Determine where the company is at risk and bring those vulnerabilities to the executive group with the message that while the organization may be working within the law it may not be that way forever. So while the benefit of hindsight may prompt some to admit they might have done things differently, hindsight, Peterson noted, isn't worth much these days. Only in anticipating and preventing problems can in-house counsel really prove their worth. "You have to have the wisdom and confidence to speak truth to power," said Peterson. "It's not always an easy thing to do. Corporate counsel don't have a lot of clients — if the CEO leaves you're probably gone too." IH Send your news and story ideas to jen.brown@thomsonreuters.com w w w. c a n a d i a n law y er m a g . c o m / i n h o u s E august 2013 • 3

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