Legal news and trends for Canadian in-house counsel and c-suite executives
Issue link: https://digital.canadianlawyermag.com/i/50890
FEATURE Morris, whose practice is focused on technology-related corporate and commercial transactions, says his outsourcing clients tend to procure services in North America rather than overseas. Still the concerns are the same. "Outsourcing is really different from other service agree- ments," he says. "You have to think 'convey' and 're-convey.' These are con- tract deals that need a heavy dose of managing and fine-tuning, either during the course of the transaction or during the course of the service delivery. At the front end of the agreement, the company may be looking for cost-saving or functionality im- provements," although "you've always got to think about how to unwind that deal. Corporate counsel needs to understand the implications to the business in the long term." He says it's particularly important that corporate counsel en- sure all levels of management who will be involved in oversee- ing the outsourced services are designated their duties long be- fore the RFP even goes out. "A lot of times the executives don't do that. They get the contract done and start from there." Those involved as direct project managers should know the contract and its interpretation inside and out, he says. Often the insights Morris provides to ensure a deal works go well beyond legal issues. "I think the most valuable thing that I try to do when I en- gage with in-house counsel who've had a bit more experience in outsourcing is how to make the deals work in the longer term," he says. "Sometimes that's not much in the way of legal advice at all." It goes back to big-picture forecasting and looking at the op- eration as a whole to weigh variables that can impact any single aspect of business, he says. That's why outside advice is most valuable, as at the end of the day "corporate counsel ends up living the consequences af- ter the contract is signed," he highlights. "If they are involved in the deal then they are the folks who live the actualization of the contract, good or bad." Cathy Samuel, a partner at McCarthy Tétrault LLP in Calgary, represents outsourcing service providers. She acknowledges her clients are, for the most part, sophisticated service providers based in North America, contracted by utility companies, cus- tomer service clients, workplace benefits, or government pro- curement. She says that almost all corporate counsel she works with on deals come to the table with law firm representation. "There are some who are really savvy but they still have their lawyer there," she says, referring to the growing complexities in- volved in outsourcing even just within the continent. "So, yes, customers will always have counsel. I've never seen them with- out it."IH [Across the street, down the block or Canada wide — our commercial team is ready for you. ] Financial Strength Ratings: Demotech , Inc. A" | + For over 100 years, legal professionals have trusted Stewart Title to provide title insurance for their commercial real estate transactions. Some of the world's best hotels, golf courses, resorts, office towers and business centres are insured by Stewart Title. Our global reach and financial strength, combined with the expertise of our Commercial Team, enable us to handle the most complex transactions. We can facilitate specialized commercial endorsements for almost any situation. Our title insurance services provide efficient closings and fast turnaround times. With Stewart Title you can close real estate transactions with security and peace of mind. Visit www.stewart.ca to view some of our recent transactions, or call us for a quotation on your next transaction to see us in action. 1.888.667.5151 Fitch Ratings A + 22 A UGUST 2008 C ANADIAN Lawyer INHOUSE Untitled-6 1 6/19/08 11:52:50 AM