Canadian Lawyer InHouse

41 CANADIANLAWYERMAG.COM/INHOUSE JANUARY 2017 that lawyers in the corporate world can't simply point to the letter of the law and then sit back and let clients mull over the risks. They must play a more active role. "An effective business lawyer evaluates those risks and discloses them, but also sets out a few paths that allow the client to achieve whatever goals they have in a certain transaction or circumstance," he continues. In short, a lawyer must provide constructive, creative counsel. His work on the VMware deal led him naturally to EMC, where he became senior corporate counsel, working for nearly seven years on a variety of M&A deals and joint ventures, including business in China. He found himself bridging other, subtler borders in his new in-house role. At Skadden, he had dealt primarily with other lawyers, but that changed at EMC. "When you're in-house, you're the lawyer dealing with the business person," he recalls, "This was when I really became a business lawyer — with the emphasis on business." In-house law requires talking to business people in terms that they understand. Frasca draws comparisons with his language studies. "If I speak to my kids in Russian, they won't understand anything I say. If I speak to them in terms that they understand and appreciate, it's much more effective." His time at EMC prepared him for his in-house role at tech startup Shopify, which went public in 2015. Headed by founder To- bias Lütke, the e-commerce platform fl oat- ed for $131 million that May. Frasca faced similar challenges when steering the legal side of that IPO as he did with VMware. "It was a founder-led company. Tobias has an amazing vision for what Shopify is today and will be in the future," he says, adding that it was important to prevent any activist investors from derailing the vision of the founding team. That required retaining a level of control for the pre-IPO management team, which Frasca once again enabled using a dual-class share structure and outsized voting rights. "I feel that my role is to support the goals of the business, while at the same time pro- moting ethics and integrity at the highest level," he says. "At our most successful, we're trusted advisers. And we can't be trusted ad- visers just by spouting off about the law." Straddling the fast-moving waters between law and technology isn't about just saying yes or no, Frasca concludes: It's about getting stuff done. IH At our most successful, we're trusted advisers. And we can't be trusted advisers just by spouting off about the law. JOSEPH FRASCA, Shopify P r o f e s s i o n a l P r o f i l e Because business issues are legal issues. So if you want to get ahead in business, get the degree that gets you there faster. ONE YEAR – PART - TIME – NO THESIS FOR L AWYERS AND NON - LAWYERS law.utoronto.ca/ExecutiveLLM GPLLM Global Professional Master of Laws [Get a Master of Laws] Untitled-3 1 2015-03-02 9:02 AM

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