Canadian Lawyer InHouse

27 canadianlawyermag.com/inhouse April 2015 The sTaTe of Things in R egulatory and compliance issues pose challenges for in- house counsel in all provinces these days, but in Que- bec corporate lawyers often fi nd they face their own set of challenges. "Considering that Montreal is the third-biggest avionic city in the world after Toulouse and Seattle, export control is a domain that is becoming more and more important in the province of Quebec," says Daniel Marion, vice president, general counsel, and corporate secretary with Thales Canada. "Compliance is a hot topic, anti-bribery in general, and ex- port control, in particular, for us," says Marion. "This subject has taken more and more of our time in the last few years and it contin- ues to grow." Thales has three main divisions in Canada: defence, aerospace, and rail signaling. With the recent modifi cation of the U.S. laws on the subject, Marion says Thales' export control team — under the respon- sibility of the legal department — has to constantly be aware of the changes. "In addition, since it is more and more part of our daily life in the avionic world we need to do some training internally on a regular basis (new employees and management) as well as implementing an ex- port control process internally to make sure that we're compliant with all applicable regulations." For David Felicissimo, keeping up with current privacy laws and copyright issues is top of mind as he oversees the legal department for Montreal-based Valnet Inc., a private investment company specializing in the acquisition and development of Internet-based businesses. It is a rapidly growing company. Valnet's online brands include a variety of web sites ranging from movie reviews and TV news sites to popular Top 10 list sites. The Valnet group of sites generate between fi ve- and 10-million views per day. "We're looking for under-monetized web businesses that have been in the same hands for quite a while," he says. "In terms of the videos and images we put up we have to keep a close eye on copyright issues. There are also privacy issues — the various terms and conditions around mobile apps and social media is becoming a big part of the web sites. Copycat sites are also a daily battle." As the solo lawyer at the company, Felicissimo has a background in intellectual property and is a trademark agent, but has to truly be a generalist in his day-to-day work. While he uses outside counsel strate- gically, he handles a lot of acquisition deals and most of them originate outside Quebec. He recently closed a deal involving a web property based in Utah and the deal caused more than the usual amount of con- sternation with the sellers. "Choice of law is always diffi cult being in Quebec," says Felicissimo. "There are all these preconceived notions about civil law and the legal landscape in Quebec; they have no idea it is bilingual. It has put us in a weaker position on occasion because we may not be as familiar with the choice of law, say, in Utah so we have to reach out to local counsel." Jurisdiction is frequently an issue, notes Felicissimo. "If we're in Ontario, B.C., or Saskatchewan I have always found it's a lot easier to win that battle. Once you mention Quebec the hands go up around preconceived notions they've heard about civil law," he says. "There's a whole notion that all the documentation has to be in French and if there are any litigious issues — that it has to be in French, so that's an uphill battle and we have to re-educate them. It's a battle we usually lose, unfortunately because there's always hesitation to have choice of law as Quebec." Being the only in-house lawyer, who also has a paralegal on board, Felicissimo says: "We outsource most of our tax work. I'm from an IP background so I handle most of the IP stuff in house." Keeping an eye on how provincially generated legislation could im- pact the business is something Deborah Greenberg, vice president and general counsel of loyalty rewards management and data analytics com- pany Aimia Canada, is constantly on the watch for. "We as a company, and especially on the Aeroplan side, do a lot of business with federally regulated organizations including banks and the airlines," she says. A bill introduced in 2011 by the Quebec government was meant to prevent banks from offering loyalty currency as an incentive to take up a credit card. The concern was about debt and getting people to queBec Compliance, regulatory, and Quebec-specific challenges keep in-house counsel busy. BY JENNifEr BrOWN

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