Canadian Lawyer InHouse

Feb/Mar 2009

Legal news and trends for Canadian in-house counsel and c-suite executives

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all eventualities and potential liabilities covered. "They are for the most part generalists. They're young, ener- getic, creative, smart lawyers. We are a very contract- driven organization. They'll be drawing up thousands of them before we're done. We're interested in lawyers who had a good corporate background." However, the lawyers don't work solo. "They're part of the functional teams within VANOC. It's one of the characteristics we look for in lawyers. How you func- tion in a team environment." At the start of the bid process Byrne was the sole in-house lawyer for the group nurturing the dream of a Vancouver Olympics. "I'm the lifer," she says with a laugh, adding a number of Vancouver law firms such as Blake Cassels & Graydon LLP, Borden Ladner Ger- vais LLP, Miller Thomson LLP, Lawson Lundell LLP, Fasken Martineau DuMoulin LLP, Farris Vaughan Wills & Murphy LLP, and Davis & Co. LLP did pro bono work as they worked to develop contracts in the bid process as far back as 2000. One of the first was Charles Hotel, team member since the bid process. "We had to get started on construction and the sale of sponsorships long before we had a legal team," Byrne says. A saving grace here, notes Byrne, was boil- erplate sponsorship agreements provided by the IOC, templates for the work to come based on past best practices. However, the IOC legal team is never far off, she says, "the IOC has to sign off on everything." Further, there has also been work for the team to do for the Alpine events at Whistler — was facing bank- ruptcy protection. VANOC says such a scenario would not affect the running of the Games. "You assess that risk. One of the things we do is maintain a full and ongoing risk analysis, one element of which is the pur- chase of insurance. There is a whole risk management department. They work very closely with the legal team." VANOC does not discuss insurance details. In addition to sponsorship, various agreements with owners, who were willing to commit to build or re- furbish their venue to the standards required for use during the Games, needed to be drafted. "The nego- tiations were not so much among lawyers but among parties building the venues," Byrne says. The venue agreements had to be negotiated between the bid cor- poration and the venue owners before the IOC came calling to evaluate the bid in 2003. Some, like the Van- couver curling venue and athletes' villages in Vancou- ver and Whistler were the responsibilities of those host cities. The City of Richmond also was negotiated with for the building of the speed-skating oval after a deal with Burnaby's Simon Fraser University fell through. Others, such as the hockey arenas at the University of B.C. and the Pacific Coliseum, which will host figure skating, needed upgrade agreements. "We had to show we had commitment from the venue owners." With venues being built and sponsorships being Part of the challenge of these things is to try to balance the various competing interests while still trying to complete the agreements in the spirit of partnership and co-operation looking to the long-term success. So you want to make sure the agreements and the objectives and constraints under which all the entities operate are fair, equitable, and ultimately going to achieve the success of the project. — COLIN MCIVER Fraser Milner Casgrain LLP signed, there has to be a way to get the spectators to and from events. TransLink operates the transit systems in the greater Vancouver area. Spokeswoman Carol Evans says agreements had to be reached to provide enough buses, trains, and seabuses to move people at Games' time without overt disrup- tion to residents. The $1.9-billion Canada Line rapid transit project also in- volves a private sector partner, InTransitBC, which was selected through a bid process. The Canada Line is es- on agreements between VANOC and major sponsors such as Coca-Cola. "There is an agreement between VANOC and Coca-Cola," she says. "The primary agree- ment which drives those agreements is always with the IOC, as are the broadcast agreements." Should an agreement fail to bear fruit and a part- ner go into breach of contract, there's more legal work ahead. But, Byrne has her fingers crossed. In October 2008 it was reported that Intrawest — venue operators sential as it provides a 19-kilometre, north-south link between the downtown Vancouver Waterfront station and the Vancouver International Airport. InTransitBC is a joint venture company owned by SNC-Lavalin, the B.C. Investment Management Corp., and the Caisse de Depot et Placements du Quebec. The company is contracted to design, build, partially finance, operate, and maintain the Canada Line for 35 years. INHOUSE FEBRUARY 2009 • 17

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