Canadian Lawyer InHouse

39 CANADIANLAWYERMAG.COM/INHOUSE JULY 2016 P ro f e s s i o n a l P ro f i l e NAOMI ZENER recalls being on an Air Canada fl ight departing from Toronto to a vacation destination when, already in relaxation mode, the entertainment lawyer and author casually picked up the in-fl ight magazine in front of her and scanning the ads spotted a problem. She found herself staring at an ad she hadn't been given the chance to review for a now former client. Zener immediately knew it would trigger a publicity rights complaint. That "always-on" mentality has served her well in her career and is proving to be even more important in-house. These days, Zener has just one client as vice president, business and legal affairs for Vice Media Inc. As the company's fi rst in-house coun- sel on this side of the border, her task when she took on the job a year ago was to build a legal department from scratch, creating new templates and structures along the way. "The company very much expanded ex- plosively in the course of 2015, and oper- ations grew exponentially as it happened; so it became clear within a short time that this level of growth and volume of work required more personnel on the ground," Zener says, adding her legal team has grown to three people since she joined Vice last year. Creating a new legal department meant deciding which issues fall within the pur- view of her offi ce, and training staff to recognize when they should knock on her door with questions. "The most challenging part really comes from working with people who may never have worked with legal one- on-one before. It's not so much there's any problem with it — it's just that it's new," Zener says. "Any kind of new process, new experience, new working relationships will always have that lack of pre-existing, histor- ical experience to draw from." It's hard to sum up a typical day at work, Zener says, because no day looks exactly like the previous one. "It's never routine. Out- side of scheduled meetings, nothing is ever predictable," she says, adding she goes from dealing with an employment law matter one day to a marketing matter the next. She also provides television production advice and is consulted on deals or business issues that require a legal perspective. Anyone who's seen the headlines lately would know a thing or two about what's keep- ing Zener busy these days. Vice Canada's em- ployees are on the cusp of unionization by the Canadian Media Guild, which announced "a strong majority" of workers have signed a union card. In a case that's drawing a lot of attention, Vice is also challenging a court order to hand over its reporting materials to the RCMP in a matter involving a suspected Canadian terrorist. Earlier this year, the news outlet launched a television channel, Vice- land. Zener says she tries to keep as much of her work in-house as possible instead of out- sourcing it to external counsel. ON BRAND The Vice brand evokes avant-gardism, a sense of adventure, and risk. Its offi ce in a low-rise building in Toronto's Liberty Vil- lage sports a brick exterior, open concept working spaces, a bar, and a lounge called the Bear Room. For Zener's department, being on-brand means being nimble and fast. "We're embra- cing the fact that there's a fast-paced turn- around that may not exist in other compan- ies because of the nature of the content and the diverse initiatives we undertake," she says. "We have to then think outside the box from a legal perspective to address how these initiatives need to be papered or structured." Her company is also at the cutting-edge of content production by using emerging technologies, Zener says. "We place content fi rst but we're doing so in a way to always be a front-runner, a leader with how the landscape is evolving around us," Zener also says, adding that, in that regard, the legal department, too, "practises in concert with the company." Canadian Lawyer In-House asked Zener if being a lawyer for a company known for unorthodox ways of doing things means she has to say "No" a lot? "Every lawyer struggles with risk because as a lawyer, and especially an in-house one, your role is to identify risk, determine the factors that mitigate the risk, and then re- solve the risk. And so, in so doing, it can be perceived that legal is an obstacle or is saying 'No' a lot," she says. "In this role especially, I am always trying to fi nd a way to say 'Yes,' with 'No' being the option of last resort." WRITING, HUMOUR, AND THE LAW Zener was called to the bar in Ontario and California. She fi gured out early on she'd have an edge in entertainment law if she were conversant in the language of the law of the Golden State and home of Hollywood. Adventures in Viceland Naomi Zener took on the challenge of establishing a legal department for upstart broadcaster Vice Canada. BY YAMRI TADDESE

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