This month’s spotlight is on longtime, active CLEBC volunteers Peter Finley of Fasken Martineau DuMoulin LLP and Geoffrey Sherrott of Edwards Kenny & Bray LLP, co-editorial board members of our Buying and Selling a Business – Annotated Precedents practice manual.
Peter Finley
How did you first get involved with CLEBC?
I first attended CLEBC courses as a young lawyer to help upgrade my skills and the first presentation I did for CLEBC was in the 90s. A colleague in town called me up to ask me to speak at a session on topical issues in business law that he was organizing, and my involvement just continued from there.
What are you are currently working on (or have most recently worked on) with CLEBC?
Last year, I was on the editorial board and authored two chapters for CLEBC’s most recent update of Buying and Selling a Business – Annotated Precedents. This past June, I co-chaired and co-presented the full day course, Drafting Business Acquisition Agreements, which was based on precedent agreements from the recently updated manual.
As a longtime author and editorial board member of Buying and Selling a Business – Annotated Precedents, what are your top tips for clear and effective contract drafting?
It is important to step away and take a break from the contract once you are finished drafting. Then come back to it later and read it from beginning to end to ensure that there is consistency throughout the document.
Also, be careful when drafting from precedents. Don’t gloss over provisions and assume that everything in the precedent is applicable. Make sure that all of the provisions are meaningful and apply to the transaction at hand. With precedents, it is easy to leave in custom-drafted provisions that were designed to address particular circumstances of a previous transaction that are not applicable to the current transaction. Stop and think through the business terms and circumstances of the current transaction and make sure that the requirements for this particular transaction are properly addressed.
How did you get started in your business law career?
I originally started with a firm that was primarily focused on business law, although it did have a broad practice range and I worked through many different practice disciplines in the early stages of my career. What really caught my attention with business law was largely the people I worked with at the firm. I meshed with a senior lawyer who became my principal mentor throughout my career and found I enjoyed working with entrepreneurial clients. I have a BComm, so business law was my natural inclination coming into law.
What are the rewards and challenges you experience in your daily practice?
The rewards are the clients, professional colleagues, and other people that I work with on a day-to-day basis. In my practice, I meet a lot of different people and all kinds of personalities who often bring different perspectives and approaches. I get a lot out of dealing with them and learning from them. The practice itself is intellectually challenging and there are always new problems that need a new approach or novel solution.
The challenge is that it takes a lot of time, energy, and commitment to practise law and you are often working under time pressures and tight deadlines. It is a demanding profession that can take a toll on other aspects of your life. Having an understanding family is important. It can be a challenge to balance other aspects of your life with law.
What are the most significant changes you have seen in the practice of law over the course of your career?
Technology. When I started practising, my office was the only one I knew of with a fax machine because one of our major clients had one, and so we exchanged documents electronically which was unique at the time. Now almost everything happens electronically. Because of how quickly things happen with new and ever-evolving technology, the expectation of instantaneous responses means you have less time to think about things and work through solutions. This goes back to the increased time pressures and energy required to practise law. Technology has also reduced face-to-face meetings, so you lose some of the more personal elements in the working relationships that often are what makes the practice most rewarding.
On the other hand, technology has also made some aspects of practice easier. It has increased access to resources and facilitates the use of precedents. The ability to look through various documents quickly and work with different precedents to develop a work product that is combination of aspects from different documents has made the drafting of good agreements much easier. Precedent libraries and other technological advances have really expanded our ability, as lawyers, to take on transactions and document them under tight timelines.
Technology has been both a blessing and a curse in making practice more demanding in some ways and easier in others.
What is the most valuable piece of advice you have received?
Recognize that the world doesn’t revolve around the law. A perfect legal treatise isn’t of much value to a client unless you can put it into a context that they understand. Take the time to get to know your client. Go see them in their place of business. Understand what is meaningful and important to them. Then you can put your legal advice into a business perspective that gives the client options in a language they can understand so that they can make informed decisions based on your advice.
Other than law, what are you passionate about?
I really enjoy the outdoors. In the summer, I head up to our cabin up in the Howe Sound and spend time kayaking and hiking with my family. In the winter, we go skiing. We are very fortunate in Vancouver that access to the outdoors is so easy. We can go from a very demanding professional life to relaxing outdoors in very little time. This allows me to keep balance and recharge.
Anything else you would like our readers to know?
It’s important to always continue learning and expanding our horizons. Getting involved with CLEBC whether as instructor or student allows us to do that. It is always sobering when I am getting ready for a presentation, when I realize the amount of preparation that needs to be done and the ongoing learning that goes into making a presentation. CLEBC is a really important part of enhancing your tradecraft. The law is always evolving and you always have to continue learning.
Geoffrey Sherrott
How did you first get involved with CLEBC?
I gave an in-house presentation on the application of securities law to private companies, which happened to be one of the topics that was to be included in CLEBC’s new Advising British Columbia Businesses practice manual in 2006. One of my partners was a member of the editorial board, and he recommended that I prepare a chapter on that topic for the practice manual. Following the presentation I did at the course that rolled out the practice manual, I was offered the opportunity to present at and then chair a course on securities law for junior lawyers and paralegals.
What are you are currently working on (or have most recently worked on) with CLEBC?
I have just updated the “Equity Financings for Closely Held Companies” chapter I wrote in 2006 for the Advising British Columbia Businesses practice manual. Earlier this year, Peter Finley and I taught a course based on the Buying and Selling a Business – Annotated Precedents practice manual we co-edit.
As a longtime author and editorial board member of Buying and Selling a Business – Annotated Precedents, what are your top tips for clear and effective contract drafting?
Don’t fall in love with your drafting – if your client doesn’t understand what you have written, then you have failed to achieve one of your key goals. As a corollary, don’t take it personally if another lawyer changes your drafting (especially if it improves the agreement). Finally, don’t change another lawyer’s drafting just because her style differs from yours.
How did you get started in your business law career?
I had no interest in business or business law when I went to law school and I fully intended to be a litigator when I articled. To my surprise, I found that I enjoyed the collaborative and creative aspects of solicitor’s work, and, as I had a mortgage and two young daughters, everything fell into place.
What are the rewards and challenges you experience in your daily practice?
My practice has continuously changed over the course of my career as different opportunities have presented themselves – I like to think that this makes me a helpful advisor, as it means that I am directly involved in the legal issues relating to many aspects of my clients’ businesses. I take a great deal of satisfaction in shepherding a transaction to a successful conclusion. Most clients are a pleasure to work with, but sometimes the professional relationship just doesn’t click – as difficult as it is to confront this situation, you do no one a favour by trying to continue working with a client in those circumstances.
What are the most significant changes you have seen in the practice of law over the course of your career?
Smart phones have made it increasingly difficult to hold a client’s attention – pre-smart phone, there was a reasonable chance that a client would read an extended e-mail to the end and provide a helpful response; too often now I receive quick responses that don’t answer my questions.
What is the most valuable piece of advice you have received?
It’s always helpful to have a calm lawyer at the table.
Other than law, what are you passionate about?
I love teaching – I have been an adjunct professor at Allard for eight years and have taught contract drafting to associates and students at my firm for many years. Along with presenting at CLEBC courses, these are opportunities for me to pass on the knowledge and experience that too many lawyers to count have generously provided to me over my whole career.
Anything else you would like our readers to know?
I have a new grandson – it’s just delightful to hold a sleeping baby in my arms again.