About

Editor’s note: This interview was conducted prior to March 2020. Kikelomo now works at CIBC.

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

I was part of the brain trust at the helm for the historic restructuring of Interac Association and Acxsys Corporation, two organisations that offer services such as INTERAC Debit and INTERAC e-Transfer that Canadians use each and every day. The transaction was a feat 10 years in the making and it required the negotiation, cooperation and endorsement from a variety of parties including: The Department of Finance, the Canada Revenue Agency, the Office of the Superintendent of Financial Institutions, the Competition Bureau, the Competition Tribunal, our association members, shareholders and the merchant community. It removed operational constraints and opened the door to new and creative thinking.

In the time following the reorganisation, a framework of structural, written and behavioural mechanisms had to be put in place to ensure the amalgamated company would understand and abide by its legal, regulatory, contractual and ethical obligations, and operate in accordance with principles of good governance. Along with a team that included lawyers, law clerks, compliance personnel, regulations writers and governance professionals, the framework was put in place, even as the corporation moved forward with its business activities.

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

Implementing a culture that is both high performing and highly engaged is a continuous effort. We certainly don’t have it all figured out here at Interac, but we invest time and energy in understanding the business; cultivating relationships; applying “no” and “we can’t” sparingly; absorbing the available institutional knowledge; always appreciating tolerance levels and risk appetites; and being intentional about integrating ourselves into the larger corporate culture.

But the culture is not only built from within; legal must ensure that others understand how and why legal input is important and necessary; it must communicate and exhibit that legal is there to partner with others to protect corporate interests and assets, and to enable the smart execution of business objectives.

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

Be an opener of doors and seek out those who have a similar mindset. Often, people are focused on a single person or single event that they believe will be a catalyst. Success may come from simple things like giving or getting a helpful introduction or a good turn done with no expectation of a return.

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

Understand that the legal view is one perspective, a very important perspective no doubt, but one of many perspectives that must be taken into account when deciding a course of action. The legal view should not be constrained by the possibility that something could go wrong. It’s important to determine what the worst-case scenario is, how likely it is to occur and what the actual damage would be if it did in fact occur. Lawyers often bring to the table knowledge of the opportunities and constraints that may impact or inform a decision; an ability to predict, plan and think several steps ahead, and an appreciation for the importance of positioning, placement and framing. But those things are part of a larger picture.

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?

The legal department employs a direct engagement model, which calls for the lawyers to be assigned to specific business units and/or business lines. This is intended to ensure that the lines of communication remain open and that consultation early and often is the order of the day. We also reinforce departmental values on a regular basis. One recent effort involved conducting a training entitled “Practical Lawyering in an In-House Environment”. The intention was to identify specific scenarios in-house counsel may encounter, and through relating actual scenarios and offering practical tips, arm internal staff with information, options and strategies. Topics for discussion included conducting an initial assessment of the legal risks; explaining rationale and areas of concern to business unit partners; avoiding the tendency to ’over-lawyer’; building one’s case persuasively; and escalating effectively.

FOCUS ON: THE LAWYER AS A PROBLEM SOLVER

To be a lawyer is to be a problem solver. To be an in-house lawyer is to constantly balance exposure and risk with the pursuit of business objectives. Lawyers sometimes limit themselves to providing the safe, conservative answer or to providing the strict technical interpretation. But to do so is to limit how people see you. It also operates to limit your own ability to think creatively and strategically. Of course, start with the analysis of the legal issue, but from there, make sure you understand the nuance and the context; tap into available resources, whether they take the form of data, tools or relationships; bring your institutional knowledge and historical experience to bear, then layer onto that the contextual and situational factors in play. Identify the stakeholders and assess likely and potential impacts to them; identify the decision makers and consider the factors and motivations that drive their decision-making. A 360 degree analysis along these lines may help surface a path to a solution, a compromise or perhaps complete pivot.