How Goodmans, Osler have become source of Canada’s in-house real estate counsel

Alumni make their mark in helping companies steer legal ship in hot sector

Osler, Hoskin & Harcourt LLP and Goodmans LLP, two of Canada’s leading national law firms, seem to be breeding grounds for in-house counsel in the country’s commercial real estate sector.

Four lawyers now prominent in real estate industry law departments once worked on the same floor in Osler’s Toronto offices. At least three top in-house real estate counsel can trace their careers back to Goodmans.

The Osler list includes David Hanick, now vice-president, corporate development and general counsel at Starlight Investments; David Vernon, vice-president, legal and corporate secretary at KingSett Capital Inc; Rob Hughes, vice-president, legal counsel at Dream Unlimited; and Timothy Watson, legal counsel at OPTrust.

Hanick attributes the migration to the fact that real estate is one of a handful of core industries in Canada.

“Apart from real estate, you’ve got banking, oil and gas, mining and a small technology sector,” he says. “So as you grow up in a large law firm, you end up doing a lot of work in these industries.”

Hanick’s private law experience exposed him to clients such as CAPREIT, CHIP REIT, and Chartwell Retirement Residences.

“The business and lexicon of real estate became ingrained in me, as it did in my colleagues,” Hanick said. “So the real industry became quite comfortable in taking on practitioners in-house to whom they had habitually turned to help steer the legal ship when big problems arose.”

What drew Hanick to Starlight about five years ago was the opportunity to participate in building a business.

“This was a ground level opportunity to use my skills in a more general way at a time when I believed that the massive growth that was on the horizon for Starlight was going to happen,” Hanick said. “And it did because our assets have grown at about $1 billion annually, from $2 billion when I joined to about $7.5 billion now.”

Adam Lepofsky of RainMaker Group in Toronto, which specializes in recruiting and placing lawyers, said his firm has “seven or eight” current mandates to recruit private firm lawyers for real estate concerns.

“Everyone’s loving real estate because it’s on a run, commercial real estate is on fire, and it’s the only practice area that has had a consistent deal flow of late,” he said.

Indeed, Osler isn’t the only Bay Street firm that boasts solid contributions to the real estate sector. “A lot of this kind of movement happens in the real estate market,” said Stephen Pincus of Goodmans LLP. “We’ve had a sizeable number of excellent alumni who are now playing a number of different roles, including business roles.”

Some Goodmans alumni have joined public real estate companies, others are with private sector REITs, and a number have joined development companies. Some are senior executives as CEOs or in other C-suite positions, and some have created their own business ventures.

Goodmans LLP alumni include Andrea Fellowes, vice-president, corporate legal with the Oxford Properties Group; Cristina Alaimo, vice-president, general counsel at Sienna Senior Living; and Alon Eizenman, general counsel at Plazacorp, who articled at Goodmans and then practised at Stikeman Elliott LLP.

Fellowes is the legal lead on acquisitions and dispositions at Oxford, the real estate arm of the OMERS pension plan. After spending eight years at Goodmans, she “got a call” from Oxford’s general counsel about four years ago.

“It was a difficult decision because I was very happy at Goodmans,” she said. “But the international nature of the work and the size and breadth of the transactions, as well as the opportunity to contribute on the business side, made the offer interesting and exciting and I came to see it as the next logical move in my career.”

Both Hanick and Fellowes found the transition to in-house to be a challenging one.

“The biggest challenge for me was fitting Starlight’s vision into the constantly changing regulatory regime,” he said.

“Critical to that was establishing a bond of trust with our external law firms in a constantly changing regulatory environment, because, in this type of environment, you can’t grow without trying out many ideas that haven’t been attempted previously.”

For her part, Fellowes had to acclimatize to a role that involved more than simply protecting the company’s legal interests.

“As in-house counsel, you have to straddle the fence, managing risk on the inside while maximizing value and letting the business be as successful as it can be on the outside,” she said.

Warren Bongard, president and co-founder of ZSA Legal Recruitment, said the adjustment to an inhouse role is probably a “tougher change” for real estate lawyers than other practitioners.

“In law firms, you’re doing deals and handling regulatory issues,” he said.

“When you’re in-house, your negotiations are of a much wide scope and far more strategic.”