Compliance Readiness Leading The Corporate Legal Department In The New Compliance/Ethics Climate

Editor: Would each of you tell us about your career experience?

Basri: I have been the Executive Director of ACC - New York for the past ten years. I teach a course on in-house lawyering at the University of Pennsylvania Law School - the course attempts to address in-house dynamics, corporate compliance, crisis management, the management of litigation and the ethics issues that attend an in-house practice - and I have written a book with Irving Kagan entitled Corporate Legal Departments published by Practicing Law Institute. I also conduct compliance and ethics programs, and I have been engaged by Cendant, Benjamin Moore, and Dun & Bradstreet, among others. The anti-corruption field is something of great interest to me, and I have been active in the Middle East on this issue. Earlier on, I was involved in business and financial reporting in China, which was a very exciting time for me.

My undergraduate degree is from Columbia University, and I went on to graduate from New York University School of Law.

Barnes: I have been practicing law for almost 30 years, following my legal studies at the University of Toronto. Most of my work has been in mergers and acquisitions, corporate governance, corporate finance and project finance. I have been with Fraser Milner Casgrain since 1990.

Editor: Please tell us about Fraser Milner Casgrain's decision to open a New York office.

Barnes: As a result of NAFTA and the free flow between capital markets, North America has become increasingly a single market for legal and financial services. Many transactions that were confined to Canada in the past are now cross-border. Fraser Milner Casgrain is well known in Canada, and we have offices in all of the major Canadian financial centers. The firm has not had as much exposure in the U.S., however, and as our cross-border practice began to gain momentum, we thought it important to introduce ourselves to the major U.S. capital markets. That means having a New York presence, as well as other U.S. facilities.

Editor: What practice areas reside in the New York office?

Barnes: Our New York office is a representative office. The partners who spend time there come from a variety of legal disciplines. We have substantial litigation, arbitration and mediation, competition and commercial law experience in that office. The purpose of the office is to put our clientele in New York in touch with the various practitioners across the firm who are best equipped to deal with the issues they face entering the Canadian market or carrying on their activities in Canada. We act as a kind of clearing house, and a client with needs that should be met in Calgary, Edmonton, Toronto, Ottawa, Montreal or Vancouver is immediately connected to the people and the practice groups most appropriate for those needs. There are times when the client relationship is personal, and the client desires a New York partner to remain involved. We will do so, provided that we are in a position to add value. I have to add, our New York office does not practice U.S. law.

Editor: I gather that the New York operation is an important iniative for FMC.

Barnes: This initiative is very important for us. We have committed a significant number of our senior personnel to this undertaking in an effort to make a strong impression on this market. We are attempting to reach people interested in buying assets in Canada, in conducting operations there, in raising money in Canadian markets, and so on. Recently I was working with a South African mining company needing access to the Canadian mining markets, which are the world's leading markets for such enterprises. That is a fairly typical project for us, and our presence in New York makes a key connection between such an international enterprise and a very special market.

Editor: Ms. Basri, please tell us about New York ACC and its mission.

Basri: The mission is to serve in-house counsel in the New York metropolitan area, which means keeping counsel up-to-date with the dramatic changes that affect our end of the profession. To that end, we have become involved in a variety of CLE programs, and a key area for us concerns legal ethics. Since the corporate scandals, ethics has become a very important consideration for corporate counsel, and there seems to be a paucity of CLE courses on the subject which are directed to general counsel and the members of corporate legal departments. We also conduct a variety of programs that are not accredited, including a members-in-transition effort for corporate counsel in the job market. This particular undertaking involves an excellent network of practitioners, which is an extraordinarily important resource for those of our members who are looking for positions.

We also have an intern program though which we have funded five summer internships. We work with NYU, Cardozo, New York Law School and Brooklyn Law School in an effort to place law students in corporate law departments for the summer following their first year of law school. First-year students have trouble finding a summer job in any event, and that may be the only time they have an opportunity to see something different.

We have also been very involved in the pro bono area. People think of pro bono as something that only law firm lawyers do, and we think that there is a real need to convey to corporate counsel that they have a place at the table. We conducted a three-hour program at the University Club in June to introduce all of the areas where in-house counsel have an opportunity to make a difference. We showcased AOL Time Warner in the program because they have a very fine corporate pro bono operation.

Editor: Fraser Milner Casgrain and New York ACC have come together to offer a Corporate Counsel Community Forum on strategic legal management on November 3rd. For starters, what is the origin of this program?

Basri: It derives from two programs we conducted recently, as to both of which Fraser Milner Casgrain was a major supporter. The June 9th pro bono program featured Dick Parsons from AOL Time Warner. The tremendous interest in hearing Dick Parsons who transitioned from the Managing Partner of Patterson Belknap to the Chairman and CEO of Time Warner led us to focus on the transition from in-house counsel to the position of CEO in a future program. We also decided to focus on how corporate counsel brand their careers, and we are inviting a number of leading executive search people to speak about branding and about professional mobility in this market at the Nov. 3rd program.

Barnes: These were programs with which any firm would want to be identified. While we tend to put outside counsel and corporate counsel into separate categories, they share a great deal of common ground. In the compliance area, in-house counsel has a formal role to play, but very often they are asked to assume the position of chief compliance officer or chief ethics officer in addition to being chief legal officer. Carole and New York ACC are attempting to help in-house counsel understand the new landscape and to provide them with the resources that will help them negotiate it. The right outside counsel can be a resource, not merely in the drafting of documents, but also in providing compliance and ethics advice that is contextual and directed to very precise needs.

One very important aspect of the partnership between corporate counsel and outside counsel in this particular arena derives from the fact that today there is considerable pressure on corporate counsel to be part of the senior management team and an independent compliance officer at the same time. Without recourse to someone who understands all the issues, and who is outside the organization, the lines can become very blurred. Providing objective advice to corporate counsel in this extremely sensitive area is one of the most important roles that outside counsel can provide with respect to this focus on corporate compliance and ethics.

Editor: Please tell us about the subjects you propose to cover in the program.

Basri: Corporate compliance is the first item on the agenda, and it continues to be crucial because people are still coming to grips with a changing culture. It is important that people understand how to go about a risk assessment and how to initiate a change in corporate culture. The ethics piece of this is equally crucial because you cannot expect people to change the culture in which they have operated for many years without providing them with an ethical background that incentives them to be part of the change.

A second subject concerns the management of litigation. This is an area fraught with issues and entails close cooperation between corporate counsel and outside counsel. Dealing with employees and former employees, and separating the technology issues from the people issues, also figure in how litigation is properly managed. And, finally, we hope to cover the ways in which corporate counsel can help insure that the work of the company continues during this period when the distractions of litigation are all but consuming.

Dealing with crisis management and, among other things, connecting corporate counsel with public relations people and the company's spokespersons is another important subject of the program. We hope to include a number of public relations executives of the first rank, people who know how to deal with the media in a crisis situation.

Barnes: In each of the issues that Carole has indicated for the program, there is a place for outside counsel. The discussion on compliance and the platform that ethics provides, the management of litigation and the management of crises in an increasingly public arena begins with corporate counsel, but as they proceed there is a need for impartial, objective and unencumbered thinking, and we propose to inject into that discussion the contribution that outside counsel can make in this regard.

Editor: And you also propose to visit the question of professional mobility and the market?

Basri: An exposure to a broad range of legal disciplines and practice areas is part of this. Corporate counsel cannot expect to know everything, but they do need to have at least a nodding acquaintance with all of the areas of the law that govern the company's activities, including knowing when to look for help from outside counsel. The CEO is going to demand nothing less.

Also, we have found that there is more mobility among corporate counsel than in the past. We think it is important to alert them to that fact and, to the extent possible, to prepare them for the possibility of being in the job market at some point in their careers. That entails corporate counsel looking at themselves as a portfolio of skills, which they are responsible to develop and maintain.

Editor: Please provide our readers with the particulars.

Basri: The program entails four hours of ethics and four hours of general CLE credits. It is scheduled for the University Club, 1 West 54th Street, New York, on Thursday, November 3, 2005. Additional details are available from Melissa Howard at Fraser Milner Casgrain, (212) 218-2995 or

Published September 1, 2005.