Legal news and trends for Canadian in-house counsel and c-suite executives
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60-SECOND SNAPSHOT what the key strategic priorities are for the Canadian business," says Richardson. While she doesn't handle claims litigation — that's run through the claims depart- ment — she's responsible for non-claims litigation, as well as the daily operations of the business and key strategic initiatives. For example, in October, RSA announced its intention to acquire GCAN Insurance Co. and its parent company Glenstone Capital Inc. from the Ontario Teachers' Pension Plan Board to the tune of $420 million. The transaction, expect- ed to close in 2011, will make RSA the fourth-largest general insurer in Canada. This isn't Richardson's first time deal- ing with an acquisition. Prior to GCAN, RSA acquired Canadian Northern Shield, a British Columbia-based insurance com- pany. "We're involved from the interest stage to the due diligence — what are the risks, what's the value — right through to drafting the documents and negotiating the terms of the deal," she says. "So we go from beginning to end." The legal team is also involved in the integration of the businesses — what it's going to look like on Day 1 and what it's going to look like in a year. Another of the legal team's major responsibilities involves regulatory com- pliance, whether it's a regulatory matter that's come up or how new legislation is going to be rolled out throughout the company. One regulatory matter that's currently keeping Richardson's team busy is Ontario's auto insurance reform. While the Insurance Act defines the ben- efit amounts required in all standard auto insurance policies sold in Ontario, last September, the Ontario government intro- duced reforms that allow consumers to customize their accident benefits coverage — and the implications of that are exten- sive, for insurers and consumers alike. "That's where the legal and compliance roles tend to intersect," says Richardson. Compliance goes beyond the law, she adds. It's about setting up a framework so the right processes are in place and the framework is monitored and applied. Her team continues to work with a network of external firms due to the sheer volume of work. "For an acquisition like GCAN, we just don't have enough resources to do that on our own," says Richardson. "Then there's expert advice, so pensions or tax would be areas that are extremely difficult to keep on top of unless you did them every day, so we'd go to external counsel for that." Her background and interest in busi- ness has helped her to navigate through the many business issues she deals with on a daily basis. Richardson started out on the business path at Wilfrid Laurier University; she was good at math and thought she might want to be an accoun- tant. But in her fourth year, she realized she wasn't quite ready for the working world, so she headed to the University of Western Ontario to earn her law degree. "I took a lot of different courses to try out different areas, but kept coming back to corporate law, probably because of my undergrad degree and my experience with business in general," she says. Richardson articled at Blake Cassels & Graydon LLP, and spent two and a half years with the firm, once again try- ing out different areas, from litigation to family law, but kept coming back to corporate and securities law. She also started to work for Royal Insurance, which later became RSA through merg- ers and acquisitions. While she enjoyed working in a col- laborative environment with a number of different experts at the firm, she wanted to build up knowledge in a particular area. "At a law firm you're switching back and forth between insurance one day and product sales another day," she says. "And from a work-life balance perspective, I started to consider in-house. So when the role came up at RSA, I jumped at it." The main challenge in-house has been keeping up to date on the business. "We are, at the end of the day, a ser- vice provider to the business, and as an external lawyer would be held account- able for their work, we are as well," says Richardson. "If we don't know the busi- ness, then we're not adding the value we need to add as internal counsel, and that's a continuing challenge." Keeping on top of regulatory develop- ments is another challenge. Not only is the regulatory environment continually changing, but insurance is also subject to both federal and provincial regula- tors. Insurers are federally regulated, but THE LAWYER: Robin Richardson THE COMPANY: Royal & Sun Alliance Insurance Co. of Canada As deputy chairwoman of the regulatory affairs committee for the Insurance Bureau of Canada, Richardson is involved in considering new regulations facing the industry. She made the move in-house when she accepted a position on RSA Canada's legal counsel team and has since worked her way up the ranks to general counsel, overseeing the legal, compliance, and corporate secretarial areas of the business. She's also a dedicated mom to two children and work-life balance is important to her, which is something she's been able to find at RSA — and through being an in-house lawyer. Richardson earned her law degree from the University of Western Ontario, articled at Blakes, and was called to the Ontario bar in 1995. the provinces regulate market conduct, including the wording of policies and how insurers behave in Canada's prov- inces and territories — and that means RSA operates in 13 jurisdictions. "We're licensed for the majority of the lines of business," she says. "But each time you want to go into a new line or new prod- uct, you'd need to do that analysis in each jurisdiction." Those challenges are also what attract- ed her to the job in the first place. "What I found appealing pretty much from Day 1 was the atmosphere of working toward a common goal. There's always something new. A misperception is that in-house you're doing the same thing every day, and we really aren't. Just when you think you've got it under control, it changes." She also likes the fact that she works with a bright team of lawyers who chal- lenge her. "I also have business col- leagues that challenge my thinking, that stretch me to think in different ways. I like being part of the solution, I like being a business partner and not just an adviser — someone who helps struc- ture a solution, who helps find a way through." IH INHOUSE FEBRUARY 2011 • 45