Winning formula

Each year, the Association of Corporate Counsel, in tandem with the International Law Office, honours the world’s top in-house lawyers at its Global Counsel Awards gala in New York City. Last June, Deborah Greenberg, vice president and general counsel for Aimia, Canada the loyalty rewards management company, won the trophy in the “General Commercial” category.

Although the award recognizes an entire career, not just a single achievement, Greenberg couldn’t help but recall her role in 2013 in helping Aimia resolve a high-profile dispute over who would issue the Aeroplan flight rewards Visa card.

“It was one of the most transformational years, personally and professionally, of my entire life,” she says. “I’d be lying if I said there wasn’t a letdown when [the experience] was over.”

Canadian Imperial Bank of Commerce was the card’s main issuer for more than two decades, but couldn’t agree on a deal with Aimia to extend the partnership, which was set to expire on Dec. 31, 2013.  

In June 2013 Aimia signed a 10-year pact with Toronto-Dominion Bank to make it the primary card issuer. CIBC, under a right of first refusal, had to equal or better TD’s offer in order to keep the Aeroplan account.

This bank rivalry triggered an intense multi-party negotiation that culminated in a classic Canadian compromise in September 2013. TD paid $162.5 million to CIBC for about 550,000 cardholder accounts, while CIBC retained 630,000 accounts — those of cardholders who held other CIBC products. Both banks got the right to market the Aeroplan program.

Greenberg was a key player, and the only lawyer on the Aimia negotiating team. She and her colleagues negotiated the division of the loyalty portfolio, struck commercial partnerships with both banks, and put together agreements with Air Canada to support these new partnerships.

Normally based in Montreal, Greenberg had to spend a year working in Toronto, becoming, she quips, the “favourite guest” of the Shangri-La Hotel. “It was difficult being away from my family and staying focused while we were negotiating such long hours.”

Greenberg wasn’t always convinced law was the right career for her. Although she comes from a “family full of lawyers and judges,” including her father, Benjamin Greenberg, a former Quebec Superior Court judge, she “disappointed” her family by choosing initially to work in marketing. She worked for two years as director of marketing for Neuco Image Group, a private-label health and beauty firm. “It was a gratifying role,” she says, “but it didn’t have the job satisfaction I was seeking.  I realized that law was what I would be good at.”

So, at age 29, she returned to McGill University to study law, articling with what is now Davies Ward Phillips & Vineberg LLP. As an associate with the firm for almost five years, her practice included: securities law, IT outsourcing, privacy law, and mergers and acquisitions.

“My marketing career taught me to be creative, results-oriented, and nimble,” recalls Greenberg. “Law school taught me to think critically, analyze issues from all angles, and pay attention to detail. Private practice taught me to put myself in the client’s shoes and apply the principles I learned in law school, but in a business-oriented manner — always asking myself what would the CEO want and need to know to inform their decision.”

But private practice didn’t satisfy her fully either.  Davies was a “great training ground,” but she wanted the opportunity to combine all of these various skills to help influence the best decisions for the business. “I was missing the feeling of total accountability,” she says.

She did contract work for three years for owner-managed small businesses before Air Canada called in 2006 and offered her a contract job. (A colleague of Greenberg’s from her Davies days had moved in-house with the airline and approached her.) The contract work soon became a full-time job as a commercial counsel at what she calls Air Canada’s  “mini-law firm.”

The airline’s legal department also handled matters for the carrier’s subsidiaries. Greenberg did most of her work for the frequent-flyer program Aeroplan, negotiating partnerships, drafting agreements, and even using her marketing savvy.

“I had that moment where everything clicked,” she says. “The marketing background that I had, combined with law, came together. I was finally able to get job satisfaction because I was operating more like a business person with a legal background.”

As it turned out, she stayed only nine months with the airline. When Air Canada spun off its rewards program in 2006-07, “I realized pretty quickly that my heart belonged with the Aeroplan business.” She got in touch with Mark Hounsell, who was general counsel of Aeroplan, and he immediately hired her to do commercial work.

In 2009, she was named to the 10-member executive team for Canada — the market that still generates most of its revenues — and, in 2011, was promoted to vice president and general counsel for Canada. (The same year, Groupe Aeroplan, the parent company, was re-branded as Aimia Inc.)

Greenberg feels “privileged” to have a broader canvas than many in-house lawyers at other corporations. The bi-weekly executive meetings for Aimia Canada have exposed her to non-legal matters such as operations, finance, strategy, and business development. “I’m often involved in special projects,” she says. “There is constant intellectual challenge and growth.”

The most significant litigation she has worked on during her years at the company has been a class action filed in 2009 and certified in 2012 by the Quebec Superior Court. The plaintiffs are customers upset with Aeroplan’s (former) cancellation of frequent-flyer miles that went unused for seven years. The ongoing lawsuit demands that Aeroplan reinstate expired points, and compensate consumers. “There’s been times when I’ve been very consumed with that particular file,” she says, “and times when my team is consumed with the day-to-day details and I’m just brought in when strategy needs to be discussed.”  

There was plenty of strategy discussed last year when Aeroplan realigned its partnerships. Greenberg was part of Aimia’s five-person negotiating team that included executives from finance, strategy, and from time-to-time, Canadian CEO Vince Timpano. They took their cues from Aimia’s board of directors.

As Aimia’s deals with CIBC and American Express headed toward expiry on the last day of 2013, says Greenberg, “There was a hard, hard deadline we had to work backwards from to negotiate these deals.”

In anticipation of protracted bargaining, she bolstered her legal team. By hiring two senior lawyers (for a total of six reporting to her), she ensured that her team could handle the day-to-day issues that arose in the rest of the Canadian business while she focused on the talks with CIBC, TD, Amex, and Air Canada.   

“We all thought we would negotiate, and we would get a deal with TD, but that’s not where it ended. It became far more complex than it would have been if CIBC had either matched or not matched [the TD offer]. It became a whole different transaction. We had to renegotiate with TD and negotiate again with CIBC.”

Greenberg says it was “intellectually challenging but draining to go through that long period.” For a year, she worked seven days a week, from 7 a.m. until midnight or later. “It would be unsustainable to go on like that indefinitely,” she says, “but I would do it again. I’m up for anything.”

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