Legal news and trends for Canadian in-house counsel and c-suite executives
Issue link: https://digital.canadianlawyermag.com/i/50882
beyond recognition. If you want to look for the negative stereotypes lawyers labour under, they are everywhere. There might be a little bit of truth to them, but today's lawyers aren't just risk managers. They're business enablers, who are not only skilled at identifying issues, but also at finding solutions. And a growing number of lawyers turned CEOs are demonstrating that members of the legal profession have what it takes to climb to the top of the corporate ladder and sit in the big chair. In the past, lawyers who aspired to be CEOs might first sit L 20 • JUNE 2011 on a company's board of directors. Serving as a director gave lawyers an opportunity to learn the ins and outs of the business, develop relationships with other directors and key executives, and earn the reputation as trusted advisers. Take Purdy Crawford's career trajec- tory. Crawford, who is currently counsel at Osler Hoskin & Harcourt LLP in Toronto, served on Imasco Ltd.'s board of directors for six years from 1979 to 1985 before being appointed CEO in 1985. During his tenure as CEO from 1985 to 1995, Imasco — a holding company spun off from Imperial Tobacco to diversify its operations — owned Imperial Tobacco, Shoppers Drug Mart Corp., and Canada Trust. "In the early '80s, Imasco was hit with succession problems. A series of candidates for CEO didn't work out. I was approached by the board to become COO and later CEO in 1985," Crawford recalls. At the time it was normal for lawyers to both sit on the board of companies and give legal advice. As a member of the board and as external counsel, Crawford was deeply involved with Imasco's acquisition of Shoppers Drug Mart in 1983, which is today Canada's largest pharmaceut- INHOUSE awyers are far too risk-averse to make it as entrepreneurs. They're a bunch of naysayers, out to kibosh or toss cold water on every business deci- sion. They're obsessed with details and fail to see the big picture. They lack the bold vision, marketing skills, and financial savvy to lead a com- pany. The legal department is where deals go to die or to be mangled ical retail chain. As the lead legal adviser on Imasco's takeover of Shoppers, Crawford had the opportunity to demonstrate his negotiation skills and business acumen to the other mem- bers of the board. Lawyers who want to make it as executives must get over being lawyers, Crawford advises. "Lawyers tend to give advice that is very conservative, that keeps them out of trouble. Lawyers tend to be too cautious, stuck on details. . . . With my legal background, I found that I was comfortable with legal matters, but I didn't interfere with the legal department. I let them do the drafting and give advice. Some lawyers can't get over being lawyers and have to review every document and draft every contract." Corporate governance rules have become much more stringent since the early '80s when Crawford both sat on Imasco's board and gave legal advice. Today, lawyers who sit on boards are not considered an independent source of legal advice. Plus the scope of both personal liability and conflicts of interest is much broader. As a result, lawyers have become much more reluctant to serve on corporate boards. "The reforms have excluded many potential good people from serving on boards, but they have alleviated problems in terms of the independ- ence of directors and conflicts of interest," Crawford explains. "On the whole these have been positive developments." Serving on the board of direc- PURDY CRAWFORD Currently counsel at Osler Hoskin & Harcourt LLP, he served on Imasco Ltd.'s board of directors for six years from 1979 to 1985 before being appointed CEO in 1985. tors is now a less common path to becoming CEO for external counsel. But lawyers who aspire to the top job at a company now have a better route. A growing number of lawyers have moved up the ranks of the legal department to the executive suite. Up until the '80s and early '90s, external counsel and inside counsel tended to report to the chief financial officer of the company. As legal issues gained a greater impact on the operations and profitability of businesses, most chief legal officers now report directly to the CEO. As the legal department grew in importance, it has some- times served a training ground for future business leaders. Scott Ewart, CEO of LexLocom,