Global Risk, Cultural Translation, and the Evolution of Mining Law with Greg McNab

Welcome to studying law around the world I'm Claudio Claus in each episode, I talk with lawyers, law students and professors from different parts of the world to talk about legal education, careers, and what the profession looks like in real life we talk about the hard parts, the surprises and the decisions that. Shaped their paths, whether. You're planning to study abroad, thinking about working in another legal system, or just curious about how law works around the world? This podcast is for you. Today I have the opportunity to speak with Greg McNab. He's a partner in Dentons Corporate Group and also the Canada Co Chair for Dentons Mining Group. He focuses his practice on public and private financing matters and services and cross-border joint ventures involving jurisdictions that include Asia, Australia, Africa and Canada among others. Thank you so much for being here today. Greg, thank you. It's a pleasure to be here and I look forward to our conversation. I really appreciate it and before we dive into the podcast, I'd love to hear a little bit more about you and I'm sure our listeners too. Can you tell us a little bit about your journey? I know that you have a background in engineering. How did you get from Engineering Charlotte? That's, that's a question I get asked a lot and it's, it's really a story of sort of nudges. My dad was an engineer in the steel business. So I thought that was a great place to start. I had the same love for cars, construction, electronics. So if I went to work as a an engineer, but knowing I wanted to do something different eventually with, with the engineering side of things. Then one day I was out with my brother who had joined the provincial police here in Ontario couple years before that. And he had one of his friends with him. And that friend was mentioned to me that the police were always looking for people to do basically engineering work. And so I hadn't heard of that before. But shortly after that, off I went and I switched over to I was a police officer basically doing engineering for the police. And then again, now that was exposing me more to the, the legal side of things as well as combining with the engineering side. But after about 7 years, I knew this wasn't exactly what I've been looking for. So I went back to law school then. And by by that stage, I knew the legal system quite well. And coming out of that, I was fortunate to end up by summer that McCarthy Tetrault and Toronto and had a great experience. I was working on all kinds of tech and mining and a files in that transition right into articling right through into associate associate work. And I think it was probably in my this year is an associate when when they Stelco restructuring came through the door. And Stelco at the time was one of the the two large Canadian steel companies and it was that out in Hamilton. And so that restructuring came through the door and the firm looked around and asked does anybody know anything about the steel business? And because of my prior experience, I did. And next thing you know, off I went and I went from working as an engineer at one steel company at the Fasco to working as a lawyer at the one across the street at Stelco. And so it was that was a fabulous experience for a relatively still junior warrior to be inside a large public company during a multinational restructuring. And so I was fortunate to to work with some amazing people both on the management team side and then at McCarthy's to help me sort of navigate that. And then there were, after it was over, they didn't have a legal team in house. And so I, I just switched over and I was invited to join the legal team as associate GC there at Stelco. And, and then over I went. And then I was just, I was loving my life in house for probably about two years. And then, but then I felt there was time to come back to private practice in Toronto. At that time I set up my sole proprietorship and was happily working away until a friend of mine called me one day and said, where are you? You need to come and meet me behind Brookfield Place. And I walked across there and sat down at the table and met a fellow named Nurhan Ache. And we was running the securities group at Baker McKenzie, who at that time was the only international law firm in Canada. And less than a month later I was over. I had joined Baker McKenzie and was working with their hand to grow the firms international practice out of Toronto. And then so I stayed there for almost 15 years focusing on mining, International Energy work and then had the opportunity to rejoin some old Baker friends who had moved across the dent since a couple of years later. And same kind of thing. I just kind of got a nudge and then next thing you know, I'm over with with this group again. So that's along with the way of explaining how I ended up basically doing engineering law for lack of a better way of putting it over at dentist, the largest international law firm in the world. So it's been great and as they say. Boy, I bad that's amazing. What it what an interesting career you've had. And I want to hear a little more about, you know, all the international deals you've been involved in. So when I was reading your bio, we just said that basically you've advised all 12 of the world and I often see your you're sharing a little bit of these experience on LinkedIn as well. And I want to hear from your perspective, what makes some of these cross-border transactions succeed when you look at all the different opportunities in in all the different deals that may happen? You're right. I mean, as soon as you start crossing a border, things become more sensitive, more complex and more trust. But that you have. To overcome. So even particularly now, I mean, the world, at least in my career until the last four or five years started with their the Russia, Ukraine conflict. Until that time, you know, things were relatively stable in terms of world events. But then, you know, we've just had this one after another of disruptions, I would call them. And you know, obviously there's a people side to it. And then there's also, which is obviously important, but there's also this disruption on business. And so, well, it's not just transactions that are underway at the time, but it's also stop watching management. That's right. They, they, it has become more complex, but in some ways, you know, that's kind of our job at Dentons to, is to navigate those, the, the business risks that are developing in real time. And, but also, I think it's, it's also part of our job to figure out the, to translate the culture from one end of a business transaction to the other end. So one of the reasons that, or one of the complexities is, is really the cultural part of it. So if, if I'm working with the Canadian company who's buying an Australian company, then sometimes it just comes down to clarifying. Do you know exactly what you're trying to do in Australia and how it's done there? And oftentimes people just think, I'm doing it here, I must be able to do it in another country. And then they're shocked and disappointed and to find out, but it's not quite that way and it doesn't work that way. Or, you know, going into some places like Japan, even things are just some things are just not culturally done or acceptable. And that could be a fundamental part of your business. And so the short answer to your question of like, you know, how do we, you know, how do we identify early on at least why something has a higher risk of failing than than others? I think it's homework. You, you have to to talk to people. You have to pick up the phone, say to somebody at the other end and then the other country, listen, this is what we're trying to do. And would it normally be allowed? Is there something we need to do to prepare to it? And how do we how do we speak to our clients and ensure that they understand that it's not quite as simple as as they want it to be? So I mean, I guess it's communication if, if I come down to it, it's just knowing what's what's going to happen at the other end of that transaction. Amazing. And and Greg, a lot of my audience here in the podcast are early career professionals. And I wanted to ask you, you know, there's all these different terms when we come and talk about regulations and and DNA's and and financing and all of that. And I wanted to ask you what does A day-to-day look like? You know, being at a major firm Co leading the global mining sector. In your case, what does that look like? What? What does the day-to-day? Is for you. Well, I mean that's the international stuff is almost a it's, it's partly a be careful what you ask for, right. So like, so a lot of my work and this is Canada, Australia. And so I think there I don't know that there's two worst time zones to have to pair up. So the the week starts on Sunday, late Sunday afternoon for Australians and then they they taper off Friday morning here. So it just extends your your work week. I used to do a lot of work in China as well. And so that all of that just means, you know, a lot of late night calls and, and time zone changes and it is what it is. So there's that, there's that part of it, there's that obvious part of it, but there's also the, the acceleration of demands. So by that I mean with technology, you know, some of it good meaning mainly the in ways to communicate. There's a, and the sensitivity to how quickly things can fail. There's this now pressure that I don't think was the same 20 or 30 years ago to as soon as something kicks off to get it done as soon as possible, because there's so many reasons why it's something might fall apart. And you. And so as a result of that, it means you're working when you're on something. It really does mean you're probably working harder than you might have been 20 or 30 years ago because there's just so many ways to efficiently do that. You can now do zoom calls. You can now e-mail as nonstop. You can monitor things in real time. You've got data rooms that are constantly being updated. And So what the day-to-day looks like for us is usually it's being part of a team, knowing exactly what your role is, what, what part of this sort of overall puzzle or result you've been allocated. Taking ownership of it. And then trying to keep up and make sure that you know, when you're, when you're trusted with delivering part A of a solution that you take the time to, to know what it is that's being asked of you figure it out and then show up at the table when it, when all the pieces are sort of coming back together. And then, you know, as part of when, when that's an international piece, sometimes that that takes, that means you, you've got to take the extra time to understand, you know, how a different market works. Nobody's asking. We don't a dentist, we don't go around asking, you know, our young, young lawyers to all of a sudden become Japanese lawyers and Australian lawyers and everything else. But we, we do as part of the this international culture that we work in, you know, there we do ask them to figure out quickly how to, how to work with other offices, how to communicate efficiently and how to recognize when another office is sort of stuttering or putting up like something is starting to seem off to them about maybe they're, maybe there's a hurdle there that we hadn't thought about before. And it's, it's a, it's for young people, it can be a bit overwhelming, you know, because they're in some places you just start and you're all of a sudden you're, you're doing Ontario a lot and that's it. And now all of a sudden you're on international transactions and you're reading the report, the newspaper every morning and you're wondering, you know, what does this mean for our international clients? On the, on the bright side, you, you get exposure to legal systems around the world and, and working more importantly, working with colleagues around the world. And so you just see, much like I'm sure you do, Claudio, the, the bit, the practice of law and the business of law are very similar no matter where you go. Like, you know, a lot of the same issues. It's for young people starting out in their career. Sure, you might have different articling periods or whatever the equivalent is, but the process is the same. The stress is are the same and it's getting comfortable with with your knowledge and and what you can bring to the table. And and just being comfortable that saying this is my part of whatever it is, the transaction or the the result and taking ownership from for it and and delivering when, when it's your turn to to bring it to the table. Fantastic well, Greg, when we when we talk about mining and really does issues that it seemed that you work really closely to you. We are talking about you know critical minerals TSG climate change there there's so much going on everywhere in the Niels the geopolitical stuff. So, So what is really important for companies and lawyers should be looking out for right now and what you know might be just the noise. How? How do we? Filter that out. You know, that's, that's, that's a very good question because it's taken, it's taken the energy in the mining sectors a couple years to realize that those issues are not quite as different as they once thought and that they're also doing a better job than people thought. So when I go back 20 plus years ago, I started off, I was doing a lot of, we called it climate finance, but it's really climate change related law issues back then. And then along came ESG, which is a lot of the social license to operate things. And then there's obviously energy and mining. Those were very separate practices. So in the beginning, I worked in the climate change group at my Old Firm. I worked in the mining group and then there was this other ESG slash sustainability group that I also worked with, but those were very siloed because those discussions for were really different people within organizations talking about different issues and trying to solve what they thought were different problems. But then over the last, I'd say 7 or 8 years, all of that stuff is really come together. So now if you're, it's not just the mining in the, the energy sector, it's pretty much if you're in any industry or any company, you've got to ask yourself, you know it by, by the measurement of my stakeholders, am I doing the right thing? Am I doing, am I adding more than I'm taking away? And so for, I have to admit, when they're back in the early days of I was one of those people who said like, because I, I said, you've got to come back to first principles. When the term stakeholders first started getting getting used for lawyers, It was a frustrating term to hear because stakeholders that in the beginning, you were either a shareholder, you were a creditor of a corporation, you were a director and officer, or, you know, you were a government entity that had, you know, issued a permit. But all this stuff about people around the edges of stakeholders that didn't have a legal right to have an influence on your building or on your, on your corporation. The approach in the early days was, that's great that you don't think that I should be allowed to do this, but you don't have any say in what I'm doing because I only answer to the government. I only answer to my shareholders. But now we're in this place where the word stakeholders has evolved and suddenly out of the blue, you can have new stakeholders that get created just because you're, you know, you're in their area, you're in their country, you're in their that's, that's forced this morphing or amalgamation of ESG, climate change and sustainability stuff all into one umbrella of if as a corporation or as a business, are you doing right by your stakeholders? And so that's an evolving question because sometimes that means, you know, jobs means maybe you have to build a school or you have to build a highway. If you look at Northern Ontario, you know, where we're trying to evolve the Ring of Fire, it's going to involve education of, of people up there. It's going to involve highways, it's going to involve a lot of things. So we've, we're now in a place where the license to operate just about any business has become not only complicated, but it's become an evolving issue. And so as a, if you're, if you're advising companies and corporations on these issues, you're, you're, you're first advice is to them is generally is to listen to find out what it is that you're facing, whether or not there are solutions. Sometimes, sometimes there's strong partnerships that can evolve that you start off thinking of something as well, I've got to do this. And then you realize, holy cow, this actually works quite well for us. And, and it's actually a value add for our business. It's great for our employees. And so it's not always a cost of doing business. It's not always something that you wouldn't have done before. Sometimes you, you find out it can actually increase the strength of your business and the likelihood of getting the result that your, your business needs. So that's probably the the most complicated part of, of doing business as as any kind of an organization that has an impact on either people or the environment these days. Fantastic. Thank. Thank you so much for sharing that. I'm curious, I saw that you recently participated in the payback conference and and you've been very active in the field. So looking ahead and and really compounding on what you just mentioned on the stakeholders point, what do you think will define the next 10 years for Canada in this global resources space? So, you know, I think it really does come down to seizing the opportunity. So, and by that, I mean, two things. There's we obviously have a government, we have a Prime Minister who's just, you know, very recently committed finished a road trip working with a number of allied companies on creating alliances and relationships that are going to be based on extractive sector things, so mining and energy. So we, those are things that Canada has a lot of when, when we put those things to work, it generally will benefit all the other sectors in the in the country. By that I mean, if we're, if we're paying a lot of, if we're, if we're generating a lot of revenue, we can then we'll have a lot of money for then all the other social things that Canada likes to build off or the people that live here. Where are we going to seize the opportunity at the government level by either policy driven initiatives such as some some great, great conversations that we've had so far about, you know, for example, combining provincial and federal approval for energy and mining projects right now, we've historically used approvals at both levels. So you had to go through a provincial process on a federal process. Oftentimes, I mean, this is a municipal process, you're an indigenous community process. Our governments have identified that as a hurdle. And so we're trying to figure out is there is there faster, more efficient ways to do that. So that's one example of what we can do to seize this moment because if we don't seize it, there's going to be other countries are going to figure out how to do things faster. So we don't want to be looking in the rearview mirror thinking, you know, what it could have, should have. But then the others, that's the government piece. And so it seems like our government's firing on all cylinders, saying all the right things that we're just waiting for that to turn into action. But the government can only do so much. It's got it. You've then got to turn over the opportunity to companies who have a resource or have access to a resource and they've got to figure out how do we take advantage of that resource? And then it's over to the company. They've got, they've got to work efficiently with their, their officers, the directors, the boards, the people that, that live in the communities where they want to build something. And they've got to take it seriously. They've got to realize that this is a once in a lifetime opportunity for the company and for Canada. And they've got, they've got to invest in the, the time, the resources to make things happen faster and more efficiently. So, and I think that's what it's going to come down to is are we all ready to, to do what we, what we say we're good at? And I think, I think we are, because one of the things that we don't do as Canadians, and this won't surprise you, Claudio, is that one of the things we don't do as Canadians is brag very much. We're constantly saying sorry for things, but we don't, we don't pat ourselves on the back and say, you know what, we're actually quite good at that. And so in the extractive sector, when you look at the RSG track record from say, even I don't even need to go back more than say 10 years, we've made significant improvements. And so that's a selling feature for, for Canada. When would the Canadian brand, we're known as being technically smart and responsible. And so we, we need to sell that more. And so I think the moment it's right for us to, to invest in ourselves and just do more of what we're good at and what the world recognizes as, as, as being to that. And so far it's on, it's on all of us to in the sector now. Just just get on with it and stop talking and more doing. Amazing. And I've, I've observed you've built quite the interesting, you know, board work and partnerships throughout many organizations. Including the Canadian Australian Chamber of Commerce. So I wanted to ask you, throughout your career, what are some of the lessons that you learned about creating this last connections, this lasting relationships between law and business? So I mean that that's, you know, that's probably, when I look back on it, that's probably been one of the things that's, that's helped me the most of my career. Over the last 15 years, I've focused on 2 partnerships, one with the Canadian Australian Chamber of Commerce and one with the Brazil Canada Chamber of Commerce. And both have been incredible organizations to work with. In fact, the, my, my work with the Brazil Canada Chamber of Commerce, that's what's taking me to Brazil right now. The, what I get from that is working with both of those chambers. I understand client business much better. So when I, when I work with, with the chambers, I'm able to get in the middle of discussion. So I'm able to sit in a room and hear an entire industry talking about what their challenges are and what their headaches are. And so it allows us to kind of go away and, and refine our offerings. So when I'm working with clients, I'm then able to say, oh, you know what, when I was, I remember when we were working on this trade mission for XYZ to either Canada or Brazil or the reverse, those were the hot buttons. Those were the things that everybody kept complaining about over and over. And so if we've got a way to fix those, it'll help me. And in my sort of business day-to-day life as certain clients, dentists, I'll now have the experience of having listened to an industry group who has the time and the ability to sit and focus on identifying what are the two or three really big challenges for an industry. And now I've got the benefit of knowing and hearing about those first hand. And so that in the connections that those, those chambers provide to you, it's, it's absolutely incredible. You, you, you have access to conversations with people all over the world who are, you know, delighted to, to work with you and to help you sort of figure things out. And, and it's all in part because their lives are their business and their lives generally work better when they've got the same access to you as a resource when the conversation goes the other way. And so you're right, those those two chambers have been an amazing part of my career. And when looking back at it on, I'm grateful for the chance to work with both of. Them Fantastic. To wrap up today's episode, I wanted to ask you if there is one piece of advice that you would give to a young lawyer starting today, especially those that want to work across borders. You know what the and there's such pressure on, on young people getting into the career now that you know that I thought there was a pressure for me back when I started, but it's even more so now. And that's the pressure of thinking that you have to know everything instantly. And so whenever somebody asks their question, you know, you have to know off the top of your head. And so the one thing I've talked to young people about over the years is just getting comfortable saying, I don't know the answer to that, but I know where to look or I know who to talk to and I will come back to you. And so that that works, You don't, you don't have to say immediately off the top of your head what Section 21 of the Securities Act says or whatever. You just have to say with confidence that you don't know it, but you understand the issue and you will come back to somebody with it. And that works both inside and outside the firm because when you get asked by somebody who's leading a team that you're on or by a client who just has just called you out of the blue. And in both cases, the people you're dealing with, they just want to know that the issue is temporarily off their plate. And in good hands, that's it. They, they just want to know that they can go to the next thing on their To Do List and that you, Greg McNabb, have taken that, that previous issue and you've told them that you're going to come back with it. So whether or not it's declined or if it's the partner I was working with, they just know that you've got it now and that you will come back when you have a solution for it. So just for young people, just get good at saying that you will take ownership of something and you will figure it out and you will come back with an answer. And so that's all you got to do. Then you bought yourself all the time you need to go away and you don't have to think about it on the spot and you know, get all stressed about it and maybe say something that's not quite complete answer. So it's tough as a young person, but just be just get used to saying I don't know the answer. It's not as bad as you think and it reflects actually, it actually reflects well on you. So that would be my 1 tip for young people. Thank you so much for making the time to be in the podcast today, Greg. No, Claudia, it's a pleasure. And I, I'm, I'm grateful for the chance to speak with you again about all the stuff that's an exciting career. And I'm grateful for people like you that want to talk about the, the industry and, and how young people can succeed in it. So thanks again.