Rédactrice en chef
ENTREVUE AVEC VANESSA ROMANO, CONSEILLÈRE JURIDIQUE ET SECRÉTAIRE CORPORATIVE
Maître Vanessa Romano est une avocate bien particulière. Elle intéresse par son double titre de conseillère juridique chez PyroGenesis Canada Inc. et de secrétaire sur le conseil d’administration de cette société par actions. Seule avocate de la compagnie, elle œuvre dans plusieurs domaines du droit, ce qui lui confère une grande responsabilité. C’est avec enthousiasme qu’elle nous fait voyager dans le monde du droit corporatif.
WHAT ARE YOUR MAIN RESPONSIBILITIES AS A LEGAL COUNSEL AT PYROGENESIS?
There are many responsibilities that come with being internal legal counsel to a company however one significant part of what I do here at PyroGenesis entails drafting, reviewing and/or developing legal documentation, including overseeing contracts before they are signed, sometimes at a very early stage, and subsequently, assisting in the negotiations, if any. Essentially, any type of document that would be legally binding needs to be reviewed and/or seen by me before being signed. We do have standard forms of legal documentation, such as non-disclosure or consulting agreements which are not as complex; they may simply require minor changes to certain clauses in order to reflect a given or intended relationship however
despite the simplicity and standardization, employees are not allowed to complete or issue them without my final approval. Working so closely with the CEO, having to report and liaise with him constantly regarding the daily operations and strategy of the Company is also a large part of my responsibilities. Another part of my job as corporate lawyer includes the corporate finance of the Company; that is to say, securities regulation and laws governing the
capital raisings and financings we undertake, as well as all the public and corporate disclosures related thereto. More so, as a public company, we are required to disclose to the public as soon as it has a material impact on the Company and the Company stock, anything significant related to contracts, operations, our business, any developments thereto or any other topic management deems of significance and which would require the public’s knowledge. It is management’s decision to choose the timing of such disclosure however it will be my responsibility to ascertain that the content of these press releases meet all legal and regulatory requirements.
More so, I oversee the legal adequacy of any and all postings or publications made generally available to the public, up and above these press releases; that is to say any presentations, editorials, or videos that might be published by the Company, either on our website or social media accounts.
Lastly, as internal counsel, I work closely with the HR department with respect to any employment matters, including the review and drafting of offer letters, employment contracts, any disciplinary action needed or any event of termination of employment. I also liaise with outside counsel in the eventuality of any litigious disputes, but generally speaking, all employment related issues are dealt with internally, a large part by me independently.
Separately, but equally related to my job as internal legal counsel, is my position as Corporate Secretary of the Company. As a public company, management is essentially governed by a Board of Directors, both of whom have fiduciary duties to the Company and in my title as Corporate Secretary I am tasked to continuously stay informed on both management and the Board’s respective responsibilities, their obligations towards the Company and the proper governance of the Company’s affairs. This includes, amongst others, organizing Board meetings; planning for the Company’s annual general meeting of shareholders, which takes approx. 6 months to prepare; drafting of the minutes of meetings; and drafting of Board resolutions necessary in lieu of meetings. Generally speaking, I am responsible for maintaining the minute books of the Company and the corporate records of the Company.
WHAT PART OF YOUR JOB DO YOU LIKE THE MOST, AND WHY?
I have grown to really appreciate the business side of my job, particularly the corporate finance and corporate disclosures. I do enjoy the contractual side, that is to say the Company’s undertakings and obligations however contracts can at times be standard, in that a lot of the situations/clauses are similar and therefore I often see a lot of the same scenarios. Despite the experience gained, the challenges faced are not always as diverse as with corporate finance and it is these variances that have come to appeal to me more than just the mere contractual side of the business.
WHAT IS THE HARDEST PART ABOUT YOUR JOB?
I would have to say that it’s probably being the only lawyer in the company. Essentially, I am running a legal department on my own; however, it can be as exciting as it can be difficult.
In the beginning it was overwhelming, and it may seem that way at times, especially when I am being pulled in several different directions however after nearly 3 years of practice, I got used to being the only one. I would have to say the challenges I face are not as difficult as they used to be. They are still very much present but I’ve learnt to deal with what’s asked of me more efficiently. I’ve learnt to organize myself and better prioritize the things I have to do, which makes a huge difference. As a lot is depending on me, and often times I am faced with frequent interruptions, learning to multi-task is definitely a must.
“A very important, if not primary quality would be to pay close attention to detail; to focus on all aspects of a given situation so as to not only look at what is at face-value, but to focus on other underlying issues that need to be addressed.”
As I mentioned, working a lot with the CEO, frequently needing to meet with him and discuss daily operations with him, may take away from my day to day tasks at times, thereby extending my work hours; however, it also allows me to better understand the Company and that I cannot object to. I am mindful of the fact that the job asked of me requires me to work beyond the regular work hours and often times on weekends; however it’s a part of the job I accepted and have learnt to prioritize my time in order to still enjoy what I do regardless.
DID YOU DO ADDITIONAL STUDIES AFTER YOUR LAW BACHELOR?
Following bar school and my internship, I took a few business classes at McGill University to see if I wanted to eventually pursue my MBA. After that, I did my common law, J.D., at University of Montreal, which I must admit has proven to really help me in my job at PyroGenesis. We often times do not deal with Quebec-based companies but rather, with national or international companies, and having more than just a civil law degree has provided me with more knowledge when drafting contracts, reviewing contracts, or even negotiating the terms of certain contracts. I might still do my MBA however I have not yet decided if and when I will do so.
WHAT QUALITIES DOES IT TAKE TO WORK AS A LEGAL COUNSEL?
A very important, if not primary quality would be to pay close attention to detail; to focus on all aspects of a given situation so as to not only look at what is at face-value, but to focus on other underlying issues that need to be addressed. Secondly, it is important to be analytical, as once again, in order to develop a sound opinion or strategy, or at the very least, grasp the nature of the situation, it is important to look at the situation as a whole and fine tune the details in order be able to ask the right questions. A common misconception, especially early on in our careers I find, is that we are reluctant to ask too many questions for fear of seeming inadequate. I believe on the contrary, asking questions will prove to enhance your adequacy as it will avoid you misunderstanding a given situation and avoid you having to redo that work a second time. This is something I am still learning today.
Practicing law in general also requires determination and ambition. A legal career is most often associated with long hours, which arguably can be the case however as demanding as it can be, if one is determined to excel, despite how demanding it is, this will prevail I believe.
In my little experience as a lawyer, I also believe dedication and perseverance will help make the job easier in time. As you develop more of an understanding of the field you practice, you become more knowledgeable, which in turn I have found to entice me to want to do and learn more.
Being patient is also needed. You may often times have to deal with difficult people, both within your Company as well as outside your company/firm and it is not always easy to handle. Some people might be rude, aggressive, or even confrontational however with time, experiences will allow you to build confidence and be more assertive in your discussions or decisions. I can say personally that it’s not easy to always remain patient or at the very least, not to get frustrated; however in time, I’ve learnt to believe in my own opinion and defend my position or decision with less doubt. Everything takes time and practice, but I believe being patient will prove fruitful in the long run.
HOW IS IT TO BE THE ONLY LAWYER IN THE COMPANY?
As mentioned above, it can have its advantages as much as its disadvantages however overall I’ve come to really appreciate being the only lawyer in the company. Essentially, I get to touch upon different types of laws and explore them to the fullest extent without being dictated what to do.