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Issue link: https://digital.canadianlawyermag.com/i/1547060
48 www.canadianlawyermag.com FEATURE INHOUSE INTERVIEWS FROM LITIGATION TO AI GOVERNANCE: BUILDING THE RIGHT FOUNDATION FIRST Legal innovation begins long before technology enters the room, says Rosie Kogan, general counsel and chief legal officer at Medcan in Toronto. "My experience has been that without rethinking the key elements of your foundation, your processes … it becomes very difficult to leverage technology in a way that's productive." That conviction comes from a career spent building legal functions in organizations under pressure – 12 years of acquisitive growth at Morneau Shepell and LifeWorks, rebuilding a legal department at GreenShield using fractional counsel, and now a year into Medcan's governance infrastructure for responsible AI adoption in healthcare. Kogan joined Morneau Shepell expecting to do litigation-support work. The role expanded quickly. "It turned out that I had to learn how to do everything," she says. She built the company's first privacy office from a solo role to a five-person team before the acquisition by TELUS Health closed. At GreenShield, Kogan had to rebuild the legal team while simultaneously learning the organization. Rather than default to law firm secondments, she brought in fractional counsel – former in-house lawyers with expertise in each line of business. The legal department tripled in size over two years. Now leading what she calls a "small and mighty team" of four at Medcan, Kogan is doing the same foundational work: templates, policies, contracting playbooks, and risk frameworks. That groundwork is enabling a formal AI governance model comprising a data- and AI-enablement committee, an AI use policy, a responsible use assessment process, and a data-governance framework. "I've seen a lot of projects fail because thought hasn't been given to that foundation," she says. "If you don't have the right data, if you don't have the right templates, if you don't have the right risk tolerance established … you're not going to be able to leverage technology in a way that's going to allow you to see the value from it." ROSIE KOGAN Company: Medcan Title: General counsel & chief legal officer TARIFFS, ESG, AND HIGH-STAKES CAPITAL – WHY LEGAL LEADS STRATEGY AT ARCELORMITTAL Trade shocks, decarbonization demands, and rising stakeholder scrutiny are forcing corporate legal teams to operate as strategic nerve centres rather than back-office risk filters, and few sectors feel that pressure more than steel. Lisa Marcuzzi leads corporate affairs, legal, and diversity and inclusion for ArcelorMittal Dofasco and ArcelorMittal Canada's steel businesses. She did not move in-house to slow down her career; she moved because private practice kept her too far from the decision centre. After years as a partner, she had built a broad-based practice that, as she puts it, felt "almost like a GC, but external." "Everything is big here," she says. Capital projects range from hundreds of millions to billions and involve complex regulatory processes, attracting intense government and community attention. "We need to be there from the start," she says. Her group now works at the front end of major initiatives, shaping bid structures, allocating risk, aligning incentives, and building practical ways to solve disputes. Done well, that work "will enable the project"; done poorly, "you're going to come to a halt … with really huge consequences." Tariffs have turned steel into a live-fire exercise in this kind of risk management. "It's anything but predictable," she says of a regime defined by layered sectoral and global measures, Canadian countermeasures, shifting policies, and sudden quotas. Marcuzzi treats tariffs as "a core strategic issue, not just legal or compliance… Trade disputes and tariffs are here to stay. And anybody that's sitting back and saying, 'Oh, we're going to go back to the way it was, is in trouble,'" she says. On outside counsel, she is direct: "I do not want a 50-page memo." She expects "practical recommendations," clear instruc- tions followed at speed, and a willingness to act as an "extension of the in-house team." "You're making the calls with imperfect information, with not as many resources, and we're holding hands and living with the consequences," she says. LISA MARCUZZI Company: ArcelorMittal Dofasco Title: VP, head of corporate affairs, legal and ED&I, ESG