Canadian Lawyer InHouse

daniel desjardins svP, general counsel and corporate secretary, Bombardier WHERE DO YOU SEE GROWTH OCCURRING FOR BOMBARDIER AND THE LEGAL DEPARTMENT IN 2014? W e see there is still growth in our traditional markets and not surprisingly there is lots happening in emerging countries. So in the context of the legal department there is a big learning curve. We need to know about the culture, the legal scene, the contractual setting, tax and accounting, and creating legal entities as we go into countries we've never done business with before. We are also seeing a lot of Public Private Partnerships in North America and Australia and they drain a lot of resources for many months. They take well over a year before they get started. When you do get those projects the team disappears for a year on that project alone. The global economy is not flourishing but the complexity of deals is not diminishing in that context. We have to live within budgets and we're trying to manage our resources as efficiently as possible. HOW IS THE LAW DEPARTMENT AT BOMBARDIER INTEGRATED INTO THE BUSINESS? The philosophy I've tried to instill at Bombardier over the years is one of the legal department being well-connected to the operation and integrated into the business units. We have 175 lawyers but they're not all in Montreal; they're in 17 countries with the business units and they're very close to those business units. They are close to the daily operations which is all about selling trains and planes. I don't think there is any law firm in the world that can sell trains and planes the way we do internally at Bombardier so we're ex- 20 February 2014 INHOUSE tremely well-connected with the business units. We're part of the marketing team, we're part of the bid team — we make all those bids around the planet. We're part of the contracting team and risk management so it's really embedded into the core of our operations. That's how we add value. WHAT HAS BEEN YOUR APPROACH TO BUILDING THE INTERNAL LEGAL TEAM AND DEALING WITH EXTERNAL COUNSEL? The in-house team has to be more than just lawyers — they are part of the business units and they are the glue to many things. We are also very decentralized. When we do a bid on a contract they have to master the contract as a project we have to deliver. It's all about project management. They put it all together: the accounting and tax aspects often in a multi-jurisdictional situation. They may also have to get input from the insurance group. It's all about having the right controls in place and empowering the legal team to do what they have to do. They have good processes and controls — they know the mandate and know how far they can push on certain things. If we have to go for arbitration, for example, or to court the team knows what it can say yes and no to. They are very empowered. When I joined the legal department 16 years ago we had 50 lawyers and now we're at 175 lawyers. The company has gone global and it's more beneficial to insource more of the legal work. We're at a point where we need to manage what we do with those resources and so it goes back to a discussion with law firms. We are always under pressure to reduce our costs and they really have to feel the same business pressures we do. When I sit down with the managing partners of law firms to have the discussion I say, "Imagine if you ran your own business as you would run the law firm. Every mandate you have in your firm would have to have a bid on it and you would have won because you are the lowest bidder. It would change the way you run your law firm."

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