Giant slayer
Jim Willoughby, chief legal officer, corporate director and secretary of the Canadian subsidiary of Allergan Inc., has spent his career watching pharmaceutical companies grow and consolidate through mergers and acquisitions.
That means he was ready last April when Quebec-based Valeant Pharmaceuticals International Inc., teamed up with activist shareholder Bill Ackman to launch a US$53-billion hostile bid to takeover his employer, best known for making Botox.
Seven months later, Allergan was sold to U.K.-based Actavis PLC for a whopping US$66 billion, making it the biggest deal in 2014 and the largest pharmacare deal in a decade.
Throughout the seven-month or- deal, Willoughby, recipient of the 2015 Canadian General Counsel of the Year award, worked on a range of strategic initiatives to thwart the unwanted bid.
Since a Canadian-based company launched the bid, Willoughby, who was responsible for legal affairs in Canada, played a critical role in the takeover. He was involved in everything from crisis management to dealing with competition, tax and securities issues. “Ultimately, the system works,” he says of Canada’s takeover regime.
Willoughby, who was called to the bar in 1988, honed his legal skills by working in intellectual property for Gordon Henderson at the firm now known as Gowling Lafleur Henderson LLP. He left in 1993 to join biotechnology company Roche/Genentech as general counsel.
In 1998, he became president of investment company Chempharm Ltd. before joining Allergan’s Canadian arm in 2011.
He says the role of general counsel today is becoming “incredibly and increasingly complex,” as companies get bigger and more international in scope and governments pass more and more regulations.
Like many pharmaceutical companies, Allergan’s Canadian operation was lean, with just Willoughby and a law clerk responsible for the legal upkeep.
The department is lean by design, he says. “That allows us to manage the affairs of the company in a flexible way.”
“We have a cross-functional team approach, which in- cludes legal counsel,” adds Willoughby, who was once before nominated for a CGCA in the litigation category when he was at Roche.
He says that in-house counsel face a myriad of issues. There has been an incredible increase in complexity, with matters requiring more time and expertise, he says. “The one particular challenge that remains is being close to the business and exercising the appropriate amount of legal scrutiny and governance when we are being drawn in and relied upon for our business acumen.”
As well, he says the demands for legal departments to be more efficient are increasing, forcing general counsel to look more closely at the business models they use with external counsel and the technology they deploy to run their legal departments.
He says a successful general counsel today needs to be able to translate legal paradigms into cogent business advice. “What a general counsel needs to do is strategically enable the business. I think we excelled at that at Allergan.”
The one particular challenge that remains is being close to the business and exercising the appropriate amount of legal scrutiny and governance when we are being drawn in and relied upon for our business acumen.
— Jim Willoughby, chief legal officer, Canadian subsidiary of Allergan