The new chairman of the Canadian Corporate Counsel Association is looking ahead at the changing, evolving role of in-house counsel. And it’s his diverse background — in law and business, in Canada and abroad — that gives him a unique perspective on the topic.
After nine years in private practice working as a corporate and securities lawyer in Calgary, Grant Borbridge returned to school to get his MBA in finance from Penn State University. This led to a job as a senior equity analyst for Prudential Equity Group in New York with the oil and gas services and equipment division.
When he returned to Calgary in 2004 to work for venture capital firm Emergo Group of Companies (a former client from his earlier practice), his role was two-fold: to be the company’s chief counsel and its executive vice president of investments, responsible for worldwide legal and compliance activities.
“It was an opportunity for me to get the best of both worlds,” says Borbridge of his dual role. “I’m right there when the decision is made to buy and sell, when the transaction is going to happen, (and) then I’m the one who implements it. It’s a somewhat unique position.”
Back in the early days of his career, Borbridge worked for Davis LLP in Calgary. That was during the ’90s, when firms were vying for business with the likes of Shell, Imperial Oil, Husky, and PetroCan.
“Our firm carved out a niche with oilfield service and drilling companies, particularly those that were internationally involved,” says Borbridge. And that resulted in a lot of overseas work, particularly in the former Soviet Union and South America.
“Russia was a different place in the ’90s and I was fortunate to get there a few times,” says Borbridge. “It was an incredibly dynamic and interesting place to be.”
It was during this time that the Russian government decided to scrap joint ventures in favour of joint stock companies, which meant foreigners had to hold stock and be responsible to local authorities. Borbridge negotiated two out of the first four joint stock companies with the Russian government, an experience he says was “cutting edge and exciting for a young lawyer.”
Borbridge has brought that international experience to his current role. Emergo, in fact, currently doesn’t have any investments in Canada; most are focused on southeastern Europe and the southeastern United States. “Opportunities are provided when markets are beaten up,” says Borbridge, “and both of those locations have gone through some tough times lately.”
Cyprus was chosen as Emergo’s European headquarters, thanks to a long-time connection with Russia (the former Soviet Union had a tax treaty with Cyprus that was adopted by most former Soviet countries). Emergo already had an office there and had built up local expertise. So, given that Cyprus is a member of the European Union, it made sense to base the company’s operations there, providing easy, affordable access to the European market.
But doing business outside of North America comes with challenges. “A person really has to be flexible about what they expect in the transaction — the negotiations can take much longer,” says Borbridge. “But ultimately if you understand the business and what you as an investment vehicle want from that business, then making that work under the local jurisdiction and local laws is just something you have to be flexible with.”
That involves structuring contracts in a way you’re comfortable with, even though they might not look like anything you’d see in North America. If you’re doing business in the U.S., the paperwork might not be identical to what you’d see in Canada, but it’s similar, says Borbridge. If you do that same deal in Bulgaria, you’re a lot less likely to see what you’d expect.
“It requires, from an investment point of view, a good gut, a good sense of how you feel about things — whether you feel the partners you’re going in with will be good partners and whether they have the skill sets required,” he says. A lot of things can be put down on paper, but at the end of the day, international contracts require a different level of due diligence combined with good instincts.
Emergo has a small legal team — one lawyer in Cyprus, one in the U.S., and a handful in Canada. “Being involved in so many countries, we can’t have a lawyer who’s an expert in each country — it wouldn’t make sense for a single investment,” says Borbridge. “Instead what we’re doing is managing external counsel in all of these countries who provide the local expertise, but we treat them as if they are our in-house counsel … if I add all of those people up it’s a fairly large department.”
In many of these countries, it would be possible to work with a large, multinational firm, but Borbridge says oftentimes you end up getting funneled through the London or New York office, which can be slow and tedious. He finds it easier to work directly with local experts — not a Canadian or American or Brit who’s only there for a four-year stint, but a true local.
“Having people on the ground makes a massive difference,” says Borbridge. “I don’t speak Romanian — we could really be taken for a ride if I were the one we were relying on (in Romania). The local people — whether it’s the business people, the lawyers, the accountants — those relationships are key to making it happen.”
It’s a different form of a legal team — one that we may see more of as companies extend their reach further into foreign jurisdictions. In-house counsel is also evolving internally, where they’re incorporating more business-savvy into a traditionally legal function. Yet, they don’t have the same resources as most law firms. “This made me realize it’s a need that’s out there,” says Borbridge.
After becoming involved with his local chapter of the CCCA, Borbridge was asked to join the board, and in September was named chairman for the 2012-13 term. “(In-house counsel) are a unique animal,” says Borbridge. “We are subject in most cases to so many broad areas of law, but the demands are that you deliver quick and sophisticated services to your (internal) clients.” His goal as chair is to provide more resources and networking opportunities for in-house counsel.
This year also marks the CCCA’s 25th anniversary, so Borbridge wants to use the opportunity to look ahead.
“When we take the temperature of in-house counsel in surveys, (they) tell us one of the primary reasons they went in-house is to be more involved in the business as opposed to being just a business adviser,” he says. “That in itself leads to lawyers being involved in very critical decisions for their companies.”
There’s no reason why in-house counsel with a business background can’t share or transition into a more business-related role, he says. Perhaps they’ll end up running a division; perhaps they’ll become CEO.
Borbridge also serves on the executive committee of the Alberta Corporate Counsel section of the Canadian Bar Association, and he’s heavily involved in a “law for the future” project the CBA has undertaken — providing the in-house perspective.
“If I have a single goal it is to focus in-house counsel on what they believe in-house counsel should be in the next 25 years,” he says. “If we get ahead of the curve, then maybe we can take some proactive steps to make sure the right things happen.”