About

Editor’s note: This interview was conducted prior to March 2020.

What are the most important transactions and litigations that you have been involved in during the last two years?

Pan American Silver’s key transaction in 2019 was the US$1.3bn acquisition of Tahoe Resources Corporation, which closed in February 2019. Tahoe operated mines in Peru and Canada, and owned the Escobal mine in Guatemala, which had its operations suspended in 2018 due to a dispute regarding indigenous consultation. We developed a unique transaction structure which included the issuance of contingent value rights (CVRs) to address the risks associated with acquiring a suspended operation. The CVRs provide an upside to the target’s shareholders upon the reopening of the Escobal mine, which would also result in significant value to Pan American Silver’s shareholders.

How do you feel in-house legal leaders can successfully introduce and implement a culture within a legal department?

It is essential to lead by example. Respect and kindness are core to achieving a positive and creative workplace. If the boss treats someone badly a workplace becomes toxic. Work hard but work smart. Don’t encourage a workplace where the number of hours in the office is a measure of contribution and performance. Work-life balance is important.

If you had to give advice to an aspiring in-house lawyer or general counsel what would it be and why?

The transition from being a lawyer in private practice to in-house counsel involves a shift in mindset. External lawyers identify risk for their clients and provide advice on addressing these risks. In-house counsel do this too, but they are then also called up to make critical decisions that involve assessing the likelihood and potential impacts of these risks and providing a way forward. Be practical and sensible. Simply saying “you can’t do that” or “that won’t work”, is not a solution.

How do you suggest in-house lawyers build strong relationships with business partners within their company?

I believe it is critical to build strong relationships across all areas of the company, not just with business partners. At Pan American, this involves not only the corporate people in Vancouver, but also at all of our operations. The keys to me are first, to be known as someone who can be trusted, and second, to be seen as offering solutions and assistance, not making their jobs harder and creating barriers that make it more difficult to achieve their objectives.

What techniques do you use to provide commercially-focused advice to your company, and how do you communicate these to more junior lawyers in the team?

Providing commercially-focused advice is critical to the success of the legal department, as well as the individual in-house counsel’s career advancement. My advice to junior lawyers has always been to ensure you are helping and not hindering the businesspeople and their objectives. If you can make someone’s job easier and help them achieve their objectives, they will come back to you time and time again. However, if you make more work for them, or prevent them from achieving their objectives, they will avoid you and find a work around. In the worst case, they may even discredit you. If you provide advice that something can’t be done legally or ethically, make sure you provide an alternative. If there isn’t one, make sure they understand why it is in their or the business’ interests not to do it. If you believe there is commercial risk, assess what the risk is, and don’t be afraid to take that risk if it is warranted in the overall business context. And always, don’t get caught up in the boiler plate. Focus on the key issues that really matter.

Focus on: An in-house legal career

Many of my friends are lawyers. They practice at the highest level at international, regional and boutique law firms. They are specialists in their fields. They provide high level valuable and ethical legal advice to their clients. They have great careers and they are rewarded both professionally and financially. The role of in-house counsel offers a different and exciting career option for lawyers “who do not want to be lawyers”.

After practicing successfully for seven years as a litigator, which I enjoyed but never intended, I decided to take a different career path. In my 20 years as in-house counsel I’ve never looked back or regretted my decision. For some lawyers wanting to leave private practice, the attraction of in-house may be the lure of a more balanced life, the avoidance of hourly billing and marketing, or the burdens and politics of partnership. However, more importantly, the role of in-house counsel provides challenges and adventures that are different from those faced in private practice.

The role of in-house counsel provides unique challenges associated with getting involved in all aspects of the business or organisation. I work on a daily basis with fantastic people from many professions and backgrounds. We work as a multi-disciplinary team with a common purpose and we see the process from beginning to end. My contribution to this process is shaped by my training as a lawyer, but it is not limited by it. Much of what I contribute is not legal. All businesses and organisations struggle for resources and to find good people. This provides many opportunities for in-house counsel to put their hands up and take on new challenges. In fact, many in-house counsel go on to take on other roles that are not legal. In my general counsel role, in addition to legal, I am responsible for compliance, human rights, and corporate human resources.

The role of in-house counsel may also offer the opportunity to get out of the office. My most memorable experiences as in-house counsel have not been in the office. They have come from the adventures of international travel. My career as general counsel in the mining industry has taken me to many countries in Africa, Europe, North and South America, and Asia. Some people don’t like travel and there are certainly many rewarding in-house counsel positions that are office based. However, I see each trip as a new adventure and I never get tired of it.

The legal profession offers varied and fantastic career opportunities. The role of in-house counsel is not suited for everyone, but for those who crave challenge and adventure, it is a career I would highly recommend.