Legal news and trends for Canadian in-house counsel and c-suite executives
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PROFESSIONAL PROFILE The lawyer: Olivier P. A. Chouc The company: Canadian National Railway Quick facts: Canada and the United States. only transcontinental network in North America. The U.S. states. New Orleans, and Mobile, Toronto, Buffalo, Chicago, Superior, Wis., Green Bay, Paul, Memphis, St. Louis, Jackson, Miss., with con- nections to all points in North America. from the Atlantic coast to the U.S. Midwest through the St. Clair Tunnel between Sarnia, Ont., and Port Huron, Mich. stakeholders affected by the proposed acquisition. "Most of the issues at the stakeholders' meetings now are non-legal," he explains. "But our legal staff are that much en- gaged that they can meaningfully contribute to those kinds of events." Another benefi t of bypassing Chicago is the prospect of re- routing some "sensitive" traffi c away from the urban area. There have been concerns since Sept. 11 about the routing of dangerous commodities. CN has a pretty good record in terms of security, he says. As much as possible, it pre-clears trains be- fore a border-crossing, to minimize the effect on transit time. "We have sophisticated technology to X-ray our cargo, so the border agencies have a pretty good level of comfort in the rail- way and the security of the goods we're shipping. We haven't suffered too much with the increased security, post-9/11. Knock on wood." Another issue that arises from time to time is protest blockag- es of rail lines by First Nations. "We've had signifi cant dealings 24 APRIL 2008 C ANADIAN Lawyer INHOUSE with aboriginal groups," Chouc explains. "Historically we've al- ways had dealings and we've had pretty healthy relationships. But every now and then we get a splinter group that takes more radical action to promote what otherwise would be very legiti- mate interests." When that occurs, Chouc's legal team steps into action. "In the last two years we've had three major line disruptions for 24 to 36 hours, where aboriginal groups blockaded our tracks. It involves multi-level negotiations, where we talk to the band leadership, which is typically not the group behind the blockades — it's usually a splinter group taking matters into its own hands. But we still have to deal with the offi cial group elected to represent the band. At the same time, we deal a little bit more forcefully, so to speak, with the splinter group, to get injunctive relief to free up our track." Safety is also an ongoing concern for Chouc and his staff. "It's not always fun stuff," he says. "We've had our share of issues — major derailments, including some that involved fatalities. They were not fun but they were challenging. We worked hard to rebuild our reputation and show the regulator that we run a safe operation." There are a variety of reasons for derailments, he explains. Some are human error; some are mechanical, such as broken wheels or broken rail. "It's a steel-on-steel operation," he explains. "The weather can have a huge impact. When it gets cold the steel is more fragile. The rail industry has made a lot of progress in terms of inspec- tions. But there are limitations. You're looking at 20,000 miles [about 33,000 kilometres] of track to inspect. We use a technol- ogy called rail-fl aw detection, which is ultrasound-based." Before becoming an in-house lawyer, Chouc practised for eight years with Ogilvy Renault LLP in Montreal, focusing on mergers and acquisitions. Then, after a stint at a pulp and paper company, he joined CN. "It was a great move," he says. "I never had a doubt this was what I wanted to do. I've never had a regret and I've never been without a challenge. Not a day goes by where something excit- ing doesn't happen." The reason he left private practice to go in-house was that he wanted to be close to the decision-making process. "As I grew into my responsibility, I got closer to the decision- makers and eventually I became one of them. That's the most rewarding thing — to have a chance to make policies and make decisions that infl uence how your company's going to grow and perform, and to live through those decisions and their conse- quences." True, he admits, there have been diffi cult times. "After privati- zation and downsizing in the mid-1990s, you were dealing with a lot of bitterness. There were tough labour negotiations. People were rough around the edges in terms with their relationship with the employers." But by and large, he says, the people at CN love the business; they love the company, and they want to see it succeed. "We can," he says, "still engage a true railroader." IH 60-SECOND SNAPSHOT