Canadian Lawyer

36 www.canadianlawyermag.com INHOUSE INTERVIEWS FEATURE legal strategies across the company's real estate and venture capital divisions. Ramanathan began in litigation but quickly pivoted. "I wanted to build something... Litigation deals with a situation that has gotten to the point where parties can't resolve it," he says. Starting out at a smaller firm, he developed deal-making skills. "One of the biggest pros [of smaller firms] is that you need to be self-sufficient and understand how to be resourceful." At Ivanhoe Cambridge, now part of CDPQ, he worked on high-level retail real estate. "Even though we're dealing with vast sums of money, Systems Group as senior corporate counsel, leading its corporate legal function. Her role spans corporate governance, compliance, and legal operations, with a focus on multijurisdictional compliance and M&A. After articling at Gowling WLG, she joined McMillan LLP, then moved in-house at RBC. "When I moved in-house at RBC right before COVID, I started working in the corporate secretariat office," she recalls. "COVID shook the board … we needed to help the board … assess risks before it became problematic." That experience highlighted the value of proactive governance. Later, she built a compliance function from scratch at a venture capital firm. "I knew that if an opportunity at a public company came up, I would jump at it to oversee a larger operation," she says. Now at Descartes, she handles securities disclosures, investor relations, and M&A. "Descartes is very active in the M&A space. fundamentally what we are doing is ensuring that pensioners have security," he says. At Fengate, he built the internal legal department for real estate from scratch, supporting more than $1 billion in transactions annually and a more than $15 billion portfolio. His strategy rests on four pillars: integration, precedents, governance, and compliance. "Traditionally, legal has come in at later stages in the process," he says. "I am actively involved with structuring deals to mitigate for risk and maximize the upside." He revised contracts over time. "Every opportunity where there was a new contract, I used that opportunity to question whether the precedent was the best form Fengate should use going forward," he says. "You don't want your president signing off on a small IT contract," he says of governance. On compliance: "One of the challenges … is that not everyone is aware of the intricacies of the obligations under our legacy contracts." Ramanathan sees AI's promise despite its flaws. "One of the challenges with AI is hallucinations..." he says, adding, "It's not just about avoiding risk. It's about building something that lasts." There were five acquisitions this year," she notes. "Governance must be proactive in a dynamic way," she explains. "The role of legal counsel is to … advise the board on a wider scope, whether these are political or regulatory issues." She uses templates to streamline compliance. "We've implemented contract templates, so no matter if you're in Africa or Europe, this is our position," she says. But she also relies on external expertise: "Where external counsel fails is where they don't have the expertise, and they're learning with you," she warns. For a company like Descartes, she emphasizes the need for reliable local expertise to navigate unfamiliar legal landscapes. Pakozdi views innovation as essential but risky: "The question is not whether we take risks but how we take risks in a measured way," she says. "You need to adapt and abandon things if things go wrong." DINESH RAMANATHAN Company: Fengate Asset Management Title: Senior Vice President of Legal Integrating legal frameworks to drive growth and innovation Dinesh Ramanathan's career trajectory reflects a clear vision: to craft legal frameworks that safeguard and propel business. As senior vice president of legal at Fengate Asset Management, he has shaped MARIA PAKOZDI Company: Descartes Systems Group Title: Senior Corporate Counsel Leading global legal strategies in logistics technology Maria Pakozdi recently joined Descartes

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