The most widely read magazine for Canadian lawyers
Issue link: https://digital.canadianlawyermag.com/i/1540359
www.canadianlawyermag.com 43 NAVIGATING COMPLEX LEGAL TERRAIN AS LONE COUNSEL Douglas Chen didn't set out to be the only lawyer at one of Canada's largest privately owned real estate companies – but that's exactly where he's landed, and it's a role that demands both versatility and decisiveness. Since joining Baz Group of Companies (Baz) in January 2022, he has navigated legal matters that span across development, multi- family operations, retirement communities, and property management in seven North American markets. While his title has changed over the years, the essence of his responsibilities remains constant: overseeing the legal operations of the company and its affiliates. He describes Baz as a real estate investment company made up of diverse real estate verticals. What began as Marlin Spring, a residential development company, has since expanded into multi-family housing in Canada and the US, and a seniors' living platform called Spring Living. DRIVING M&A GROWTH In a media industry often defined by churn, contraction, and click-chasing, Valnet has been writing a different story – one defined by methodical expansion, editorial investment, and legal precision. Yury Smagorinsky, general counsel and vice president of legal affairs at Valnet, sits at the centre of that machine. Valnet's acquisition of Polygon, a storied gaming publication formerly owned by Vox Media, marks another calculated move in the company's aggressive growth strategy. Smagorinsky doesn't equivocate on the rationale. "Valnet is a very acquisitive company ... it's in our DNA and we're always looking to expand and grow our business with key strategic acquisitions," he says. Polygon, with its distinct voice and entrenched audience, "would complement our already robust portfolio of gaming brands quite well," he explains, adding that Valnet believes it can "take it to the next level." That ambition is backed up by experience. Valnet has closed 15 digital media acquisitions over the past four years, with much of the legal Before Baz, Chen built his legal foundation in private practice, focusing on commercial real estate law. But it was his move to Restaurant Brands International (RBI) – the parent company of Tim Hortons, Burger King, and Popeyes – that first exposed him to the inner workings of a corporate legal team. At RBI, he handled real estate and franchise law, but over time, he found himself missing the complexity of development transactions. The role at Baz "felt like it was the right opportunity to get back closer to what I had been doing more so when I was in private practice," he says. The new role required him to jump into a business environment that moves fast, touches many sectors, and demands legal fluency across disciplines. And with no other in-house lawyers to lean on, Chen had to broaden his legal bandwidth quickly. "As general counsel now... I'm involved in human resources conversations... even our service contracts, with... computer providers, photocopy providers," he explains. heavy lifting done internally. Smagorinsky says, "We handled the Polygon acquisition from A to Z …whether it's the due diligence … drafting and negotiating the asset purchase agreement … [or] the other documents related to the transaction." But if the process seemed seamless, that doesn't mean it was without friction. This wasn't a typical deal, Smagorinsky notes. "In our typical acquisitions … they don't tend to be carve-outs the way this is… Vox still remains in business." That brought new challenges around decoupling shared services and untangling embedded contracts. Still, the team pushed through. "It's what we call our bread-and-butter acquisitions," Smagorinsky says, referring to Valnet's prowess as an acquirer of premier digital publications. Yet beneath the confidence is a deeper operational insight: the efficiency of Valnet's legal function isn't just a matter of technical competence – it's a strategic advantage. "Having an in-house team that's deeply involved in the M&A process … pays dividends," he says. DOUGLAS CHEN Company: Baz Group of Companies Title: General counsel YURY SMAGORINSKY Company: Valnet Title: General counsel and vice president