One Lawyer’s Transition to In-house Counsel

by Paul Reynolds

A&W’s counsel, Joel Guralnick has a job that allows him to be involved with many aspects of the business while continuing to be a lawyer. After ten years in private practice, he wanted to go in-house but at a head office with a strong executive team – not a branch or Canadian sub. As Manager of Administrative and Legal Services for A&W Food Services of Canada, Inc., he has met his goal of being involved in the strategic front end of transactions, not just negotiation and documentation.

He says, “In-house counsel must be generalists but also specialize in areas of most importance to their industry.” With A&W’s strong brand and 670 restaurants across Canada, his special areas are franchising, real estate and trademarks.

A&W uses a team approach in management. Guralnick finds himself called into various ad hoc teams to give his input. After only a year at A&W, he has been involved at one time or another in every team in the organization.

His job is characterized by a high volume of transitory matters each day and week. “I am involved with so many issues across the organization. However, the volume of matters necessitates a practical and speedy assessment before decisions are taken and the team moves on to other matters. This contrasts with external counsel who typically get called on larger transactions.”

Policymaking, policy compliance, and corporate governance are huge parts of the job. He deals with departments and teams to make sure that there are policies in key risk areas. He also is active in assisting with policy implementation. For example, when Ontario enacted franchise legislation, policies had to be devised and rolled out in order to comply. As a major franchiser, A&W often reviews and revises its standard franchise and related agreements. These documents are a key part of the business as almost all A&W restaurants are owned by franchisees.

Litigation is rare and Guralnick never goes to court. While Guralnick is involved in disputes, where litigation cannot be avoided, it is referred to outside counsel. When selecting outside counsel, Guralnick has a database of potential lawyers and firms. A&W does not have one or even a few firms who get most of their legal work. They prefer to use the best lawyer in each province for a particular issue. Guralnick makes active use of a network in the industry and among franchisors.

The transition to in-house work has been eased by his use of networks and mentors. Lawyers at other food companies are graceful in offering each other assistance and tips. He also sought early help from senior mentors here and in the U.S. Guralnick says, “Jon Festinger, now with the Orca Bay organization, has been a great source of advice. He has both business and legal experience and was one of my law teachers.”

In-house positions are now highly sought and in B.C., we have seen a mini-boom in organizations adding in-house counsel. This is evidenced in the growth of involvement in organizations serving corporate counsel and in the large number of positions advertised in the CBA’s mailings coming with each issue of BarTalk.

Paul Reynolds is a former general counsel to three multi-national corporations. He serves as secretary to the Canadian Corporate Counsel Association in B.C. and consults to companies and directors on managing legal risk. He can be reached at Paul.reynolds@2nvision.com.

This article was published in the February 2007 issue of BarTalk and is subject to the copyright by the British Columbia Branch of the Canadian Bar Association, 2007, all rights reserved.