Legal news and trends for Canadian in-house counsel and c-suite executives
Issue link: https://digital.canadianlawyermag.com/i/50894
INDUSTRY SPOTLIGHT "Just the fact that securities regulators in Canada and the United States [are] just kind of raising the bar, and more and more information has to be made available, so those kind of issues are something that I'm dealing with." — BILL STANGER, SENIOR CORPORATE COUNSEL, ANGIOTECH PHARMACEUTICALS INC. other companies wouldn't be in the position of having to con- sider at all, so we have to kind of find that balance between adhering to our obligations as a publicly traded company — which we must do of course — and trying to respect the deci- sions of the regulators and the request to keep things confiden- tial," Dunlop says. The continually changing environment in securities regula- tion itself and the new rules constantly coming into force re- quire a lot of attention, she says. These include new rules relating to forward-looking informa- tion and increasing public disclosure in corporate documents. "Just staying on top of all of those rules, as a small publicly traded biotech company, we don't have a large legal department and so the system and the controls that we have to manage to ensure that we're compliant with those regulations requires a high degree . . . a lot of resources have to be put to that," Dunlop says. Bill Stanger, senior corporate counsel at Vancouver-based specialty pharmaceutical and medical device company Angio- tech Pharmaceuticals Inc. says that the difficulties of being a public company, including disclosure requirements and share- holder issues, are something that are taking up an increasing amount of time. "Just the fact that securities regulators in Canada and the United States [are] just kind of raising the bar, and more and more information has to be made available, so those kind of issues are something that I'm dealing with," he says. However, in-house lawyers in this sector don't spend all their time working on regulatory matters. At Bioniche, for example, the animal health part of the company's business is a mature business that generates revenue. This brings with it legal issues that relate to an ongoing mature business, such as those with suppliers and customers, and, at the moment, Dunlop says she spends a lot of time negotiating agreements. The firm is also involved in a large number of research proj- ects, which call for partnerships with researchers, and negotiat- ing agreements, as well as intellectual property issues. Working on transactions for raising equity- or debt-financing is another part of Dunlop's job, and she also often works with outside counsel on equity-financing transactions and in patent law. "As a single lawyer in a company like this, you have to be a generalist and understand how the business interacts with its partners and the relationships with its lenders and the relation- ships with the key investors, but you also find yourself having to have quite a high level of specialized knowledge in IP and in 36 JUNE 2008 C ANADIAN Lawyer INHOUSE securities law and in general commercial law and then having the understanding of when you need to bring in expert legal support," she says. In addition to regulatory law, the biotech world also extends into immigration law, customs law, privacy, and employment, says Craig Sherburne, director of business development and legal affairs for BioMS Medical in Edmonton, a biotechnology company involved in the development and commercialization of therapeutic technologies, focusing on the treatment of mul- tiple sclerosis. "You can't be all things to all people in all countries. It's al- most impossible. So the key thing is just to have a good support network across the world to be able to rely upon for some of these things," he says. Day to day, Sherburne also deals with a ton of contracts from all over Europe, North America, and Australia. BioMS is in a clinical development phase with a phase-two and a couple of phase-three clinical trials going on, which means that there are clinical-trial agreements, indemnification agreements, budget- amendment agreements, as well as research and development contracts with outside agencies and those with outside consul- tants. While he doesn't have to deal with securities law, as the com- pany uses outside securities counsel, Sherburne does work close- ly with the investor-relations side of the business and spends about 25 to 30 per cent of his time working with the clinical development team, assisting them and finding out where he can help. One of the key things as a biotech in-house counsel, says Sherburne, is to have an understanding of IP regimes. One hot "As a single lawyer in a company like this, you have to be a generalist and understand how the business interacts with its partners and the relationships with its lenders and the relationships with the key investors. . ." — LESLIE DUNLOP, CORPORATE COUNSEL, BIONICHE LIFE SCIENCES INC.