Fraser Milner Casgrain LLP: A National Canadian Law Firm Steps Into The United States Fraser Milner Casgrain LLP (212) 218-2995

Thursday, April 1, 2004 - 01:00
Jeffrey A. Barnes

Editor: Mr. Barnes, would you provide our readers with something of your background and experience?

Barnes:I've been practicing law for some 28 years, following law studies at the University of Toronto. Most of my work has been in mergers and acquisitions, corporate governance, corporate finance and project finance. I had been practicing at a boutique securities firm. At a certain point my clients wanted me to be with a firm with a large geographic reach and strength in a variety of legal specialties. That was Fraser Milner Casgrain, where I've been since 1990.

Editor: Would you tell us about the firm's history?

Barnes:The firm goes back more than a hundred and fifty years in Toronto, and much of its growth is associated with a relationship with the Bank of Montreal, which we still enjoy, and with E.P. Taylor, an industrialist with widespread holdings. Many of the latter enterprises also continue as Fraser Milner clients. While our origins are in Toronto, we believed that the only way in which to compete at the highest level of legal service competency was to evolve into a national law firm. That entailed working with people who had established reputations in the markets we wished to enter. When we entered Montreal it was by way of a merger with Byers Casgrain, a firm with a hundred-year presence there. When we entered Alberta we merged with Milner, Fenerty, long established in that market. Our Vancouver office is deeply rooted in the business of British Columbia. We do not think it is possible to become a national firm by simply opening an office in some target location and sending people out from the home office to staff it. Calgary, for example, is the center of the oil and gas business in Canada. To have a real presence there - rather than merely showing the flag - one must have lawyers who understand that business and the local business climate.

Editor: Please describe the firm's practice areas.

Barnes:We practice business law in a variety of disciplines. This includes mergers and acquisitions, corporate finance and the like. We have a very fine tax department, which is located, in the main, in Toronto but which is represented in all of our offices. Our antitrust practice is divided among Toronto, Montreal and Edmonton. We have a very strong litigation group, which is also spread out among our various locations, as is our employment and labor practice. Commercial real estate and a very active energy practice in both oil and gas and electricity are among the things that you will find in all of our locations. Indeed, today we service just about any needs a business client might have from a variety of offices across the country.

Editor: Does the firm represent a Canadian clientele primarily? How extensive is your representation of American and overseas clients desiring to do business in Canada?

Barnes:The Canadian clientele is the largest portion of our business.Next to that would be clients that are American or American-owned or controlled. There is, of course, an extraordinary degree of integration between the U.S. and Canadian capital markets and economies. There are other clients, from the UK, France and Germany, from Hong Kong and mainland China and elsewhere, with a great interest in doing business in Canada. We are also sought out by overseas clients for a particular Canadian expertise. We have a great deal of background and experience in forestry,mining, oil and gas extraction and so on, and, of course, in the financial instruments that relate to those industries. Clients from overseas seek out our firm for that expertise, and we often find ourselves representing clients engaged in activities in oil producing countries very far removed from Canada. In addition, Canadian law firms like ours that are national in their reach also have an ability to function in civil code jurisdictions. This contributes to the attraction we have for many overseas clients.

Editor: Fraser Milner recently established an office in New York.Press accounts described this step as part of a larger continental strategy aimed at solidifying the firm's position as a leading Canadian business law firm. Would you tell us about that strategy?

Barnes:At this point in time we see the ties between Canada and the U.S. becoming ever closer. More than 80% of Canadian exports go to the U.S., and Canada is the largest importer of goods from the U.S. That activity runs parallel to the flow of capital across our common border. The resolution of disputes has also become a cross-border activity. In recent years the border has ceased to be a barrier, if it ever was one, between our countries. Fraser Milner believes that it is essential that the firm be active, and perceived as active, in the important places on both sides of that increasingly transparent border.

There are certain cities in the U.S. that we have focused on because of their global importance, or because of particular client relationships or their importance in one of the firm's practice areas. New York is key in all three categories. It is important for us to be in New York because, with the globalization of the practice of law, New York is becoming both a gateway to Canada and a gateway to the world.We do not look to compete with American law firms in this regard, but rather to provide Canadian legal services at those places where we perceive both a need and an opportunity to meet that need. We are also looking at Washington, DC. We are working with The World Bank already - the Bank has its headquarters there - and that relationship provides us with an entree to a truly global audience. The ties between our activities in Calgary and a city such as Houston are obvious, and we would like to take advantage of those ties. Chicago is also important to us because the Bank of Montreal has extensive operations there. San Francisco is important because of our background in the high tech area.

We have established an office in New York so as to be able to communicate directly with the New York business community, utilizing the expertise and skills of the people who are engaged in that discussion with the Canadian business community - that is, senior partners and heads of practice areas - and we expect that the other cities I have mentioned will, in time, be candidates for a permanent presence. Chicago is most likely the next in line, but, as I have indicated, there are a number of cities on the list. And, of course, in time London and perhaps other destinations will join that list.

Editor: Who are the clients you are trying to serve from the New York office? Canadian clients seeking to do business in the U.S.?Or American and other overseas clients seeking to do business in Canada?

Barnes:Both. It includes Canadian clients desiring to do business or raise capital in the U.S., and it is also U.S. and other overseas clients with an interest in Canada. Being visible here in the U.S. gives us a better chance of being the firm selected by the latter group - the American, European and Asian businesses - that seek an introduction to Canada. We have all the resources to do that, and New York provides us with a platform to showcase those resources.

Editor: As Chairman of Fraser Milner you must have a vision for the firm. Would you share that with our readers?

Barnes:Law firms are undergoing consolidation at a rapid pace, particularly with respect to those firms engaged in really challenging and lucrative work. Ten years ago there may have been l5 firms in Canada functioning at this top level; today, according to the Chambers ratings, there are eight.Fraser Milner is very happy to be one of them, but far from complacent about it. That list is going to become shorter. My vision for the firm is that it be on that list no matter how short it becomes. In order to do so our capabilities and skills must be known to as wide an audience as possible. My job as Chair of the firm is twofold: to support an environment where our lawyers find their work interesting and rewarding, where they are challenged and stimulated and, as a result, the services they provide are exceptional in nature; and then to spread the word about those exceptional services to as wide an audience as I can reach.

Editor: In April you are going to chair a panel session at the spring meeting of the American Bar Association's Section of International Law and Practice on the challenges facing law firms in a changing international market.Would you tell us about that?

Barnes:In addition to Fraser Milner, the panel includes representatives from Simpson Thacher & Bartlett and Shearman & Sterling of New York and from Clifford Chance and Allen & Overy of the City of London. The international legal consulting firm Hildebrandt International is also participating. These are firms with a strong presence in the international marketplace, and in the program they will share some of the strategies they employed to get there.

Editor: If you could summarize, what are the challenges that come with this changing market?

Barnes:I mentioned consolidation earlier. The number of firms capable of handling the high caliber work coming out of the global financial centers is shrinking. The work itself is becoming more concentrated, and while firms such as Clifford Chance are looking to the emergence of the single-branded global law firm, others are concentrating their efforts on one or two key financial centers, such as London and New York. There is the challenge of developing the right model.There is probably room for more than one model, but building the right one for the particular culture of a firm, one that permits its people to flourish, is a challenge. I cannot emphasize enough the importance of finding the right management structure for a law firm. Lawyers are professionals, very skilled individuals who prize creativity and innovation and bridle at uniformity. The strictures of the corporate world simply do not work in such an environment. Nevertheless, a law firm is a business, and at the level of the emerging international law firms an extremely competitive business. Finding the right balance - not so much between individuality and uniformity, but rather between a culture that acknowledges individual creativity and one that harnesses all available talents to drive the firm forward - is the real challenge. It is a challenge that I am certain Fraser Milner Casgrain will meet.