Moving in-house

By Michael Dempster August 9, 20139 August 2013

One GC’s advice for managing the transition from private practice to in-house.

Moving in-house

Photo: Paul Eekhoff

When Heather Crawford left private practice to become in-house counsel in 1997, she didn’t have a road map. And for a while she felt lost. Soon, however, she found her way and has since thrived at Clairvest, a Toronto-based private equity management firm where she is responsible for general, corporate and public company compliance matters while assisting in all aspects of the investment process.

A self-described “mother hen” to young Clairvest employees, Crawford’s nurturing is an extension of her home life — where she and husband Larry Ritchie have five children, four boys and one girl, ages 11 to 19.

Raised in Toronto, Crawford earned her BA at Simon Fraser University, an LL.B. from Osgoode Hall Law School and an LL.M. from the University of Cambridge. She practised at Torys LLP for more than six years before joining Clairvest as its first, and to this day, only in-house counsel.

Crawford spoke with Michael Dempster about how she successfully navigated the transition from private practice to in-house counsel while enjoying an active home life.

Why did you make the decision to move in-house?

I had three children during those six years at Torys and my husband was a busy securities lawyer. I realized that I either had to hire a nighttime nanny or switch jobs to take a position that would give me more control over my time in the short term. I

had children because I wanted children and didn’t want to delegate all child-rearing responsibilities. When I started here I was on reduced hours, but it quickly grew into full time as Clairvest grew.

How did you learn about the culture at Clairvest?

You have to do your due diligence. For me that was tricky because I didn’t have a predecessor. I did know lawyers who worked as external counsel at Clairvest so I was able to get impressions and speak with people who Clairvest had done deals with. More typically, when you go in-house, you are joining a department or you will  have a predecessor so you can do your due diligence.

Describe the transition.

I was the first person to work as in-house counsel at Clairvest. I have to confess the first four, five, six months I felt quite isolated. I was so accustomed to an environment where there were hundreds of lawyers, lots of people who thought like I did, had been trained like I had, and you could sort of wander the halls and bounce

ideas off of people. There were no lawyers here. Then I realized that my colleagues from Torys and other law firms were just a phone call or email away and they were still there to bounce ideas off of and get suggestions. Once I recognized that, it was a much better situation for me.

Was there a big learning curve?

When you are trained as a lawyer you are going to figure out how to solve an issue. I think I was, on the general corporate securities matters, pretty up to speed and comfortable. In other areas, whether it was looking at a lease or drafting an employment agreement, where I may not have had the same level of exposure, as a lawyer you can sort it out and call people. I always have access to external counsel on things like litigation that I wouldn’t be doing myself.

What was the biggest challenge?

Treading the path. I didn’t have a role model, even a bad role model to say this is the way to do it. I was clearing my way and figuring it out on my own, which, in hindsight, probably allowed me to grow a lot more.

Have you developed new legal skills?

Yes, one of those would be litigation management. Litigation is something you don’t wish on anybody. But it does happen when you are doing business. Sometimes there’s no litigation. Sometimes there’s a handful of it. There’s a skill to managing

external counsel and to directing that process. You have to listen to your external counsel and you have to create, internally, realistic expectations. Litigation can be very emotional. So people think they’re right or if they are committed to an issue you have to sometimes step back knowing the nasty realities of litigation. You have to recognize the costs associated with that, both in terms of legal hard costs and  management attention that is diverted from what they should be doing in value creation. Showing people the road map and managing expectations is something that’s important and something important that I’ve learned.

Do you have mentors?

I don’t know if it had to do with timing and the timeline but I haven’t really had mentors. I have had advisers, people I will go to on specific issues. I see the mentoring relationship more long term, and ongoing, and a constant dialogue. Probably the closest thing I would have to a mentor would be my father who was a lawyer and always has been there as my adviser. He’d be my first call.

Do you mentor other people?

I’m not a mentor in the formal sense but I do have younger lawyers who reach out tome often, whether they are at law firms and thinking about their career paths and how they’re going to have families, or whether they are already in-house and considering other paths.

What do you tell others about making the switch?

I tell them it’s been a good experience for me and that there’s often a feeling – less sonow – that if you went in-house you were going to be doing much less interesting work and more repetitive work. That certainly has not been the case for me. It’s beenjust as interesting as what I was doing at Torys.

How have you kept developing professionally?

I’m a seminar junkie. I go to many of them to keep current, to understand the players in certain specialized legal areas; to hear a person, for example, who really knows a lot about foreign corrupt practices. Seminars are also a great way to stay in touch with other external counsel.

If you held a seminar about moving in-house, what would you say?

It’s a bit trite to say and it doesn’t just apply to going in-house, is around maintaining your professional relationships and your law school relationships because you quickly realize it’s a small world. There is rarely more than one or two degrees of separation. So your professional integrity is paramount. You don’t ever want to be

shortsighted and put that in jeopardy by acting inappropriately ... because it will come back to haunt you. It’s a general life lesson I think.

Another thing, especially for women, is it’s important to develop relationships with people who can be your sponsor. It’s a different relationship than a mentor. A sponsor will kind of go to bat for you professionally, put you forward as somebody who can do a particular job or take a promotion. They promote you as a professional. Those relationships don’t happen overnight and it’s important to foster them. Men tend to have those relationships more naturally. You tend to want to sponsor someone who is like you, is like-minded, and a man tends to be more comfortable

sponsoring another man. You are going a bit out of the box as a woman to get a sponsor. More typically a sponsor will be a male because in your work environment males are typically senior people.

How do you balance life with five kids, a busy husband and a demanding job?

I do it day by day. We have a fabulous caregiver at home. She’s the only one we’ve ever had. She’s been with us for almost 18 years. Without her the house of cards would fall. It was much more challenging when the kids were young. I’m hoping we’re raising much more self-reliant children, so I’m not micromanaging them in a sense.

Where does your energy come from?

I play hockey, soccer 12 months a year. I sing in a choir. I still do all of those things. That’s probably what keeps my energy level up, being active physically and engagingother interests of mine.

Any regrets becoming general counsel?

No, none at all. Work is dynamic. I’m with a very smart group of people here which allows you to grow professionally and otherwise. And working here has allowed me to have a family and to be a parent.

This interview as been edited and condensed for publication.


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