Ian Putnam | Alumni Stories | Fall & Winter 2021 | NEXUS Magazine | The Faculty of Law | UNB

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A conversation with HBC’s Ian Putnam

In the latest episode of the UNB Law Podcast, Dean Marin sits down with Ian Putnam (LLB '96), President and CEO of HBC Properties and Investments. The pair discussed Ian’s decision to attend UNB Law; his time on Bay Street practicing in corporate finance transactions and M&A with Stikeman Elliott; his move to the renowned business law firm Paul Weiss in New York City; and his business portfolio and work as CEO with the Hudson’s Bay Company. We hope you enjoy some of the highlights of their conversation.

What was it that appealed to you about studying law?

It's going to sound cavalier or goofy, but do you remember the TV show LA Law? I think it came out in 1986. I was 16; I thought it was the best show ever. There was a character, Douglas Brackman Jr., who was the corporate guy at the firm, and I just thought, "well that's kind of a neat thing, I'd like to be in the center of things." A little later, a book called Barbarians at the Gate came out, which was about the leveraged buyout of RJR Nabisco. I read that at 16 or 17 or 18—whenever it was—and was compelled by the characters and by the drama in the boardroom and the structuring of these transactions and how it worked. That sort of gave me the idea of going to law school. I never had a focus on the courtroom or litigation; it was more on the business law side of things.

Why did you choose UNB Law?

[While studying at the London School of Economics], I lived in a place called London House, which had a lot of Canadians that lived there. One of my friends at London House was doing an LLM at the LSE, and he had graduated from UNB. His name was Gary Scales (LLB '92). The way he described UNB as a small school focused, at that point, on practical education, small class sizes; it appealed to me. It was obviously a big shift going from London to Fredericton, but to be honest, as wonderful as London was, I would not want to be an undergraduate student in a big metropolitan area like London or Toronto or even Calgary or any big city. I think there are too many distractions. The idea of being in a smaller community was very appealing to me at the time.

How would you describe the law school in the early to mid 90s?

I describe it as junior high school—in a good way. Again, part of the appeal to me of UNB was the size. At the time, there were probably 220-240 students max, 80 kids in each year. Everybody knew everybody. As a first-year law student, I was hanging out with second and third years and, it was a very social environment, but people were obviously very focused on their academics. I found it to be a very intimate environment.

From an academic perspective—and this was one of the things that Gary Scales had talked to me about—I thought the faculty was the highest quality and the focus on sort of the practicalities of law. In first-year, I had Karl Dore for contracts; we talked about peppercorns for weeks, it seemed. David [Townsend]; we talked about the law of gifts, which was interesting; you never thought about things like that. I thought that the faculty and the way they taught the Socratic method in some cases was a great environment in which to be taught the law and how to think as a lawyer.

Why did you decide to go to Bay Street after graduation?

I took all of the corporate-focused classes available at UNB in second and third year. I took the corporate finance class with Dick Bird, who was a wonderful professor; Tax II, which was the business tax course. I just loved the subject matter. Back to the Barbarians at the Gate book. One of the cases we studied for a few days in corporate finance was Metropolitan Life v RJR Nabisco, which was a seminal case in the Southern District of New York that talked about bond indentures and the rights of the different constituents in an insolvency proceeding. I really found it interesting, and that sort of focus of work appealed to me. 

Stikeman appealed to me because it had a connection to UNB. Lawson Hunter (LLB '70), who is a senior counsel at Stikeman, was a UNB grad. He sort of split his time between the Toronto office and the Ottawa office. [He] ran the competition bureau at one point but also ran the competition group at Stikeman. I remember talking with him when he came back and gave a speech at UNB. He talked about specialization in the practice of law. He had a graphic that went from left to right as sort of being a generalist to being a specialist. His point of view was that at that stage in our legal education, focus on the general, and you can specialize over time.

Can you talk a little bit about your experience in this area of practice, corporate finance and mergers and acquisitions?

There are different gradations of engagement in corporate law. My Stikeman and Paul Weiss experience; they were big, complicated transactions, big deal teams, lots of sophisticated bankers and advisors involved in these transactions. That was very appealing to me. 

My experience might have been a little different than others at big New York law firms. That's because my mentor, Ted Maynard, led what Paul Weiss called the Canadian Practice. He was a perfect role model, both professionally—very smart and engaged—but also had a balance. At the time, people weren't talking about work-life balance as much as they certainly are today; Ted was. I think that made my experience that much better. He was a guy that would bring you to a meeting or include you on conference calls. [He] would explain to the client that “Ian's here just to learn.” I think that's an important part of one's experience in corporate law which is who you're working with and what you are working on. 

It takes some time, there is some drudgery. Being a first-year associate locked in a room doing due diligence is not the most glamorous thing in the world, but you learn more than you ever thought you'd learn about [say] a Greek television company when you do that in connection with a bond offering.

Lawyers often leave firms to become in-house counsel but you made the jump right to being a business executive. What was that transition like for you?

It was seamless, and I’ll tell you why, it's because of the legal education that I had and what I was doing as a practicing lawyer. I mentioned Ted Maynard, my mentor at Paul Weiss. When I went to Stikeman, I got a lot of referral work from Paul Weiss. One of my referrals from Ted was Richard Baker and NRDC Equity Partners in 2008, who acquired the Bay. I represented the acquisition group NRDC Equity Partners in their acquisition of Hudson's Bay. It just shows the importance of relationships and, in that case, the particular relationship with Ted again. My life has gone in a different path because of my relationship with Richard Baker and the team at HBC.

To your question though, the type of law that I was practicing was strategic advisory work. The objective of an outside counsel in the context of a corporate transaction is to provide advice, to outline the risks and the pros and cons of one decision path or another. Going on the business side was one more step, assessing those paths and the risks on one side or the other. It was ultimately making decisions. Assessing those risks and then deciding to go path A or path B. I was very well prepared to take that next step because of my history as a corporate lawyer and as an advisor to the business community.

My role initially was head of corporate development. NRDC Equity Partners had acquired Hudson's Bay, and then we did a series of 10 or 15 significant transactions from 2008 to 2014. At the end of 2014, when I joined, I had advised on all of those transactions. I had a deep understanding and was involved in every conversation in the boardroom and at the c-suite level as it related to the strategic direction of the company since 2008. I had a familiarity and a comfort level with the team that I was joining, which made it that much easier, and that allowed me to hit the ground running and continue doing what I was doing but inside and now sort of being a decision-maker.

So now you're CEO of HBC Properties and Investments. Can you tell us what that company does?

HBC is more than just the Hudson’s Bay business in Canada; we look at our world as eight or ten different portfolio companies. We have a holding company on top, and we have these operating businesses. We have Saks Fifth Avenue brick-and-mortar in the US, Saks OFF 5th brick-and-mortar in the US and Canada, Hudson’s Bay brick-and-mortar in Canada, then we have three digital businesses which we've separated from the brick-and-mortar businesses fairly recently. We have saks.com, saksoff5th.com, and thebay.com. Then we have a significant portfolio of owned real estate, including the Saks flagship on Fifth Avenue [in New York], the Vancouver Hudson’s Bay flagship, Montreal, Calgary. We have an extensive real estate portfolio across the United States and Canada. We have an office business; we have a health and wellness business. I have a role of overseeing the Holdco side, those ten businesses, and I also operate the property and investments business. The investments business is really the oversight business, and then the properties business is managing our portfolio of real estate.

What is it like to be the steward of those properties? It must come with a certain sense of history and responsibility?

These are iconic buildings, and it's fun to understand the potential for these buildings. Our objective now is to maximize the value of these assets. The world has changed. Do you need an 800,000 sq. ft department store building in the city center of Montreal today? Probably not. But you need a 200,000 sq. ft Hudson’s Bay center, which is a significant footprint. So, we're thinking about alternatives to redevelop or introduce incremental uses in that portfolio. There are many assets that we have that are at their highest and best use. For example, the flagship on fifth avenue, which is 650,000 sq. ft. It is very productive as a luxury department store, but other locations that we have are ripe for incremental uses in addition to a Hudson’s Bay location or a Saks location. That's my focus on the property and investment side. 

You’re the first CEO that we have had on the UNB Law Podcast. Can you tell us what a CEO does and what your daily routine is as a CEO of a large company?

The primary role is the management of people and the assessment of risk and decision-making. My typical day is engaging with our business leaders and working with them to make decisions. It's funny—and I want to be careful how I phrase this—but in the practice of law, you often feel like everything rests on your shoulders. You're giving advice. As you become more senior in the practice of law, the buck stops with you, as they say. There's a lot of pressure in that you're telling a company that you've done research and you've looked into issues. You're [advising] a company, and you're saying, "you can do this, or you can't do this," and there are big consequences to that advice.

Here, and I think in any healthy work environment, you're not alone in making a decision. There's a group of us that hold hands and say this is the right path. That's liberating. As the CEO, you have sort of the ultimate say in choosing one path or the other, but you're always there with the team. You're relying on the advice of your counsel, and you're relying on your professional advisors and the people that are running the businesses that have expertise that you don't have. It's a liberating feeling. I do love that aspect of being on the business side.

Back to your question, a lot of meetings. A lot of reviewing information and working with people to make decisions. But training as a lawyer and having worked in a law firm prepared me well for the role I’m in now. I’m a better decision-maker having practiced law and having gone to law school.

The labor market in the legal profession is cyclical, there are ups and downs. What advice would you have for students who may be entering an uncertain period?

It's funny; I was talking to a friend of mine who's a partner at Paul Weiss in August. The expectation of a new first-year lawyer in terms of their overall career trajectory is significantly different than when I was a first-year lawyer. Without exception, in my class of 16 articling students, everyone wanted to be a partner at Stikeman. I don't think that's the case anymore, and I think that's a good thing. I think it means that the law firms need to adapt and to figure out how to work better with people that have ultimately different objectives but that are real value add to the firm.

That's not going to answer your question, but I think the world is a little different today than when I was starting off in my career—which is an important difference. The student’s expectation of where they're going with their career and what it means is different. If you do want to have a career in law, and you decide that you want a Bay Street environment, then I think you have to play that game. You have to understand where you are and understand what your objective is, and if your objective is to be a partner at Stikeman Elliott, then you have to show up, you have to be engaged, you have to find a mentor, you have to have that positive attitude, the can-do attitude and you have to do your best.

My advice would be find out what you want to do, recognize it's not a permanent commitment, and you can always pivot to doing something different. A big law [firm] is not always the answer. If you do have an interest in corporate law, but it's a difficult job market, there are government opportunities that should be explored. One thing that always struck me is the back and forth between private practice in the US and government and significant high-end private practice and government. There's a lot of it; people that are partners at Paul Weiss or partners at big New York law firms that second themselves to the government for a few years at all levels. We don't see that as much in Canada, which I always thought was a bad thing. To be the chairman of the Alberta Securities Commission for a few years and then go back to private practice, that's a good thing. If there's a difficult environment in private practice, then explore government options, which I think you can then leverage and use as a stepping stone to a private practice again.

To watch the full conversation with Ian, and other episodes including The Hon. Frank McKenna, Simone Cole, and Lydia Bugden, please visit unb.ca/lawpodcast.

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