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have on staff, or be able to guide you to the acquisition of good, capable local counsel, which you will also need." Adds Paul Drager: "It is no longer good enough to just have a passing knowledge of Russian law. Russian commercial law has developed to the extent that you can no longer be up to speed on it by reading a few of the texts. You need legal advice directly from Russian lawyers." One quirk of Russian law is that com- mercial shareholder agreements aren't enforceable there. Therefore it's vital for foreign investors to register their joint ventures with Russian partners not in Moscow, but in another jurisdiction where independent courts can be re- lied on to fairly adjudicate shareholder disputes. It's for this reason that Mon- treal-based Bombardier Inc. — which sells trains and aircraſt to Russian state- owned agencies — has structured its joint Russian ventures out of Holland, says Daniel Desjardins, Bombardier's chief legal officer. "You create a joint venture in the Netherlands, sign your partner- ship agreement in the Netherlands, and then the Netherlands company invests in Russia as a single entity. This way, all the votes and governance decisions take place at the holding company level in the Netherlands — where the courts uphold and enforce shareholder agreements." Desjardins also says that Russia's cul- tural proclivity for government and bu- reaucracy infuses business relations in both the public and private sectors. "Part of the culture over there is that decisions are only taken at the highest levels of any organization. People don't want to be ac- countable for decisions, therefore you let higher levels make them. So in middle management, you won't see much initia- tive taken to resolve issues, it has to come from the top.." There's also a Soviet-like fondness for official paperwork. Everything is done contractually — managers don't pick up the phone to order a piece of equipment or hire a consultant's services, they fill out detailed purchase orders and other documentation. "It can be very cumbersome and dif- ficult to get things done," says Hans Gjer- drum, vice president of international business development with Kudu Indus- tries Inc., a Calgary company that sells pumps and other equipment into the Russian oilfields. "We hire local people who have been born and raised and edu- cated in that bureaucracy, and they don't mind dealing with it." On the other hand, sometimes it's the Canadians who appear slow and bu- reaucratic by comparison. People like Gjerdrum have been frustrated in recent years when trying to host their Russian partners on trips to Canada. He and others say slow visa processing times at the Canadian embassy in Moscow have forced some Russian business people to cancel Canadian visits. The visa problems may be embarrass- ing, but they serve as a useful reminder of the folly of national hubris when en- gaging in global business — of thinking that one country's business culture, or its business practitioners, may be superior THE FIRST CANADIAN LEGAL TEXT ON VULNERABLE PEOPLE VULNERABLE PERSONS: PROTECTION AND REMEDIES IN CANADA LYNN KIRWIN Get access to the legal remedies available for the protection of persons in vulnerable circumstances in the common law provinces of Canada. Vulnerable Persons: Protection and Remedies in Canada fills the gap in much-needed legal literature. Designed for easy navigation, it covers four types of vulnerable persons, organized by chapter: 1. 2. 3. Youths who fall outside the scope of child protection laws and adults who suffered child abuse Spouses The elderly 4. Medical patients and persons with disabilities ORGANIZED FOR EASY NAVIGATION The book strategically organizes each chapter by vulnerable person, including relevant abbreviated legislation and case law with extensive commentary – all by jurisdiction. Navigating the entire resource is easy. Features include a table of contents, table of cases and topical index. Regular updates keep you current with the law. AVAILABLE RISK-FREE FOR 30 DAYS Order online at www.carswell.com Call Toll-Free: 1-800-387-5164 In Toronto: 416-609-3800 ORDER # 983654 $230 1 volume looseleaf supplemented book Anticipated upkeep cost - $107 per supplement 1-2 supplements per year Supplements invoiced separately 978-0-7798-3654-3 Shipping and handling are extra. Price subject to change without notice and subject to applicable taxes. 24 • APRIL 2012 INHOUSE

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