There can be a thrill to advising companies going through a major transformation, whether it’s pushing for growth, closing a merger, or even surviving a crisis. “When you’re working closely with the company as in-house counsel, you live and die with your decisions,” says Grant Borbridge about what he loves most about his job. “To me, it means that I am constantly being tested on my judgment and my ability to solve tough business and legal issues.”
It’s Grant’s creative thinking and his ability to come up with alternatives that client’s value most, especially when they lower their company’s risk exposure. His job, as he sees it, is to lead his team to meet goals set out by the business. “The focus has to be on helping move the company forward, and ensure we are not being an impediment,” he says.
At the same time, if clients would like a third-party opinion, Grant is not afraid to express an opinion, or to have the difficult conversations. He will let people know when he believes a course of action is going to end badly.
Trained as a corporate and securities lawyer with a focus on corporate governance, transactions and investment, Grant has seen his share of transactional matters, in large companies and private equity firms. He’s also seen them from all angles. He took a six-year hiatus from law to complete an MBA and work in finance in the U.S. “There’s no teacher like experience,” says Grant. “You can learn lots as a lawyer from exposure to transactions and deals, but it takes working on the other side of the table with the business people to fully understand what is driving them.”
Away from the office, Grant is most likely to be found at a hockey rink, coaching one of his three children.
After graduating in law from Dalhousie University, Grant started in private practice as a corporate and commercial lawyer, before developing expertise in Securities law. After nine years, he decided to try out a new challenge, first by completing an MBA at Penn State, then by moving to New York City to take on a position as a V.P. and senior analyst at Prudential Equity Group with a focus on energy projects. In 2001, Grant and his wife moved to Menlo Park, California, where two of their three children were born. In 2004, he moved the family back to Calgary to join a private equity firm as the Executive V.P. of investments and its chief counsel. It was during that time that Grant also chaired the Canadian Corporate Counsel Association. In 2013, he joined MEG Energy Corp as its senior V.P. of legal and general counsel. Now, as Special Advisor at Simplex Legal, Grant brings his vast experience and in-house legal expertise to the firm’s clients.
If we’re talking about the energy sector, I’d say the biggest concerns are the price of oil and gas and the impact that has on the strength of the companies, followed by other, more functional, areas of concern.
There are also two or three functional areas where I find many companies have issues, including governance, policy and regulatory requirements. When it comes to governance, the company must ensure its management structure facilitates good corporate decision makings. Initially, a lot of growing companies are structured to have the founding CEO supported by a board comprised of “agreeable” friends and family. While those may be the people who care most about the success of the company, to ensure good governance and facilitate better decision making the company needs to move toward a different level of decision making. For good decision-making to occur, there needs to be both a diversity of opinion and a qualified and independent board that is willing to challenge the opinions of management. In addition, the board needs to make sure that the company has an appropriate succession plan because no one can be the CEO forever.
When it comes to compliance and regulatory issues, the specific requirements will depend on the size of the company, whether it is a publicly-traded company, and the industry in which it operates its business. But regardless of size or industry, many regulatory requirements apply whether you’re big or small. In fact, in some cases, they’re more stringent for small companies because the regulators know that those companies don’t have the balance sheet to back themselves up. This means that executive teams need to be mindful of the industry-specific regulatory requirements, in addition to tax and public company requirements, environmental, HR-related, banking and finance compliance, among other areas – all of which seem to be constantly in flux these days. That often results in a massive load of responsibility falling within the oversight of the legal department.
From a policy point of view, there are often so many policies that companies simply haven’t found the time to develop because their time has been consumed by running the business — from parental leave, to mental health assistance, to policies on equality and diversity or how to conduct an internal investigation. There are a whole bunch of policies and processes that management teams often don’t think are necessary, at least until they run into problems. When they do, then they have to fly-by-the-seat-of-their (collective) pants because they don’t have a policy or procedure to follow.
Being a father of three teenage kids a person gains a different perspective on the sector. On the one hand, when a person studies the numbers as I do, they will see that demand for oil and gas globally hasn’t dropped at all in many years — other than the current COVID-related drop because everyone is staying home and some manufacturing facilities aren’t operating. But that temporary drop is likely going to end at some point, and the world is going to get back to business. However, what I don’t believe many people realize is that oil demand has actually increased during the past number of years, and since consumers of oil don’t seem to be altering their behaviours, that ongoing increased demand for oil is likely to continue for at least the next few years.
But, on the other hand — and this is where the perspective of teenage kids comes in — I think most people also understand very well that it’s important to transition over time to fuels that burn cleaner. Almost everyone agrees with the necessity for that shift, but despite that, the demand for oil and gas continues to increase. So, in the short term, I think the industry will return to normalcy, but in the longer term, we will continue to shift from coal to oil, from oil to natural gas and ultimately from natural gas to even cleaner renewable sources of energy. But I don’t think that’s going to happen in a two-year period; it’s going to happen over 10, 15, 20 years. The result is that I think the oil and gas industry is still going to be an important part of the economy, at least for the rest of my career. However, I do think there will be a gradual transition away from fossil fuels, but that transition will be reactionary and dictated mostly by changes in consumer behaviour.
I always look at it from a top-down approach. Although many good ideas can come from the grassroots level, the tone taken regarding the management of risk needs to come from the top – and that’s the senior management team together with the board. I start by looking at what they should be focusing on. For example, are investors telling the executive team that the company’s debt level too high? Okay then what can we do in conjunction with the banks and the financers to alleviate that debt? Or, does the company need to worry about other risks? I have been on boards and part of management teams where we have reviewed all types of risk — cyber risks, health and safety, the operation and maintenance of facilities, among other risks, to ensure that unfortunate events don’t lead to business interruption, or even catastrophic loss. Once we’ve identified the risks, the board and management team can then determine priorities and plan for how to address those priorities.
Boards have become much more focused on directors’ and officers’ liability over the past decade. Previously, the only question in that respect that directors would ask was, ‘do we have a DNO liability insurance policy, and what’s the dollar value on it?’ Now, they really want to dig deeply into what their primary areas of risk are, and rightly so. They want to know what the insurance coverage is, what are the areas where they need to be most concerned and, frankly, they now even want to know what questions they should be asking that they haven’t thought of. Obviously, that’s a positive development. To make well-informed decisions that are in the best interests of the entity Boards need to understand fully what the risks are to the company, and also to themselves.
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