Canadian Lawyer InHouse

39 CANADIANLAWYERMAG.COM/INHOUSE JULY 2017 Back in 2005, when she joined the com- pany, Fitzgerald was the legal team — Cineplex's first in-house counsel since its bankruptcy in the Garth Drabinsky era. A seasoned litigator from North Carolina, Fitzgerald emigrated to Canada in 2002 following her marriage to a Canadian. She had to wait 18 months for a Canadian work permit. Even after receiving the permit, she says, "I couldn't find a job in Toronto. I was too senior to be brought in [to a law firm] as a junior associate and I didn't have a book of work. So firms wouldn't have been interested." In-house positions were scarce. For want of alternatives, she set up a solo practice and approached some of the major law firms for referral work. Through networking, she was introduced to Dan McGrath, chief operating officer of Cineplex. The company engaged her as an external counsel to handle some small acqui - sitions and human-resource matters. In 2005, Cineplex made a $500-million acquisition of rival Famous Players from Viacom Inc., be- coming the largest theatre chain in the coun- try. Cineplex management wanted Fitzgerald to come in-house to do the transaction. Having been a sole practitioner for a year, she didn't have to be asked twice. "I wanted to be in a corporation working on a team," she says. "I"m a social person. Working alone wasn't fulfilling for me." When she first joined the company, Fitzgerald felt like an outsider: Not only was she an American and a woman but, more to the point, the other executives had worked together for years and had strong ties to each other. The Famous Players acquisition gave Fitzgerald a crash course in Canada's geog - raphy, since the chain had locations across the country. She was also exposed to the workings of the Canadian government. The acquisition increased Cineplex's share of the Canadian cinema market to 74 per cent from 32 per cent, triggering a review by the Competition Bureau. "As a litigator, I was comfortable managing that process — with external-counsel experts in competition law. "There were no hearings but lots of meet - ings. I had comfort on my feet and could understand positioning and arguments." The merger was approved, conditional on the divestiture of 27 locations in Ontario and western Canada to Empire Theatres. Early in her career at Cineplex, Fitzgerald played a significant role in gaining protec - tion for movie content in the Canadian mar- ket. She was one of several key advocates for the Motion Picture Theatre Associations of Canada in driving adoption of Canada's anti-camcording legislation in 2008 — at a time when the country had a reputation as a stronghold of cinematic piracy. In 2013, Cineplex acquired 24 Empire Theatres locations in the Atlantic provinc - es, becoming a nationwide theatre operator. "We did not have any theatres down East before that," she says. Once again, Fitzger- ald had to satisfy the competition watchdog. Since then, the company's acquisitions have gone in new directions. "We are con- stantly growing and diversifying," says Fitzgerald. "To be part of that growth has been an extraordinary opportunity for me. Our strategic planning is directed by our executive team, and I'm one of the people on that executive team. My legal team handles the nuts and bolts of getting it done once we move ahead with an acquisition." A major area of diversification has been the arcade gaming distribution business. Cineplex bought New Way Sales Games Ltd., the company that ran the arcades in its theatre lobbies, then bought its primary competitor and three American gaming companies. "We now have a U.S. arcade gaming business, which is as large as our Canadian gaming business," she says. Another important area of M&A activity for diversification has been the digital me - dia signage business. "That, too, started as something we did internally," she says. "We already managed Cineplex concessions' digital signage for ourselves, and saw this as something we could do for others. It's all part of the same eco-system." On the litigation front, Fitzgerald says Cineplex has been "fortunate not to have substantial material litigation. There are much more complaints to manage than there is actual litigation." Earlier this year, a Kitchener, Ont. man who choked on popcorn at a Cineplex the - atre and suffered brain damage brought a civil suit alleging that the theatre and its employees failed to help him as he was suffo- cating. The dispute was settled out of court. In her youth, Fitzgerald wasn't set on becoming a lawyer. "I wasn't sure what I wanted to do," she says. "A law degree is a lot more flexible than many other degrees, so that's why I took law." She did her JD at Duke University, then worked for five years in her hometown of Raleigh, N.C. as a com - mercial litigator in a large firm. The work consisted of reviewing documents and per- forming legal research. Fitzgerald says she never got to see the inside of a courtroom. So, in 1993, she took a six-month break from the law firm to head a youth leadership ex- pedition in Alaska. When she returned to North Carolina, she was hired as an assistant district attor- ney and did prosecutions for three years. She then spent three years as chief public defender for Montgomery County, Ill. "I loved prosecuting," she recalls. "I found it to be intellectually challenging, and I got up every morning feeling that what I was doing really mattered. I felt the same way about defence, but I felt much more pressure to devote your entire life to being the defence lawyer. I didn't ever want to see a false guilty verdict. That would be the worst thing that could ever happen." In 1999, a chance encounter with a past university professor led to the opportunity for Fitzgerald to teach leadership theory to P r o f e s s i o n a l P r o f i l e To be part of that growth has been an extraordinary opportunity for me. Our strategic planning is directed by our executive team and I'm one of the people on that executive team. My legal team handles the nuts and bolts of getting it done once we move ahead with an acquisition. ANNE FITZGERALD, Cineplex Entertainment

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