Finding Practical Solutions

Miranda Melfi, VP of legal affairs and corporate secretary for Birks & Mayors, says a good legal team puts company goals first

As Birks & Mayors Inc. expands its luxury jewellery brand internationally, Miranda Melfi keeps watch. As vice president legal affairs and corporate secretary, she’s responsible for the legal dealings of the designer and manufacturer of fine jewellery with more than 55 stores located across Canada and the southeastern United States. Melfi has worked hard to build her career, which spans more than two decades. Here, she sits down with Advantage and offers advice on becoming a valued member of the team.

Advantage: What drew you to the legal field?
Miranda Melfi: Since high school, I knew I wanted to go into law. I liked finding solutions to complex issues. I reason in a very analytical, structured way, and I’m a logical thinker. Therefore, I believed that the field of law would be a good fit. Before law school, though, I earned an undergraduate degree in business. I believe this background helps me appreciate the business issues as well as legal issues.

How did you launch and build your career?
When I graduated from law school, I went into private practice at Fasken Martineau DuMoulin LLP, one of Canada’s top firms. I was hired into the corporate, commercial, and securities group. It was very transactional—a lot of fun and a lot of work. I was involved in IPOs, mergers and acquisitions, and corporate and commercial files. There were a lot of tight deadlines, negotiations, and a number of documents to review and draft.

Four years later, I went to work for a client, Stella-Jones. Stella-Jones had just become a public company and was therefore faced with securities regulations—it needed someone to help it in this area. I built the legal department from scratch—I loved the experience. Looking back, I see that leaving Fasken as a fairly young lawyer and going into an industry as an in-house lawyer was quite an accomplishment. It was exciting, and quite honestly I had no experience as in-house counsel and learned by doing. Nevertheless, I succeeded in establishing a legal department and setting up policies and procedures for the corporation.

Then, a few years later, I joined a public subsidiary of Cascades Inc. named Paperboard Industries International Inc. This provided a whole new challenge; it was a $900 million company with more complicated issues, locations on various continents, and senior debt securities that were issued in the United States. I stayed for eight years.

CAREER MILESTONES

1986
Graduates from Concordia University with a B.Com degree

1990
Graduates from McGill University with B.C.L. and LL.B degrees

1991
Is called to the Québec Bar; begins practicing corporate, commercial, and securities law with Fasken Martineau DuMoulin LLP

1994
Joins Stella-Jones Inc. as vice president of legal affairs and corporate secretary

1998
Joins Paperboard Industries International Inc., a then-public subsidiary of Cascades Inc., and holds the position of VP of legal affairs, Boxboard Group

2006
Joins Birks & Mayors Inc. as group VP of legal affairs and corporate secretary

That brings us to Birks & Mayors. What drew you to this opportunity?
I was looking for a challenge. Cascades had privatized all of its public subsidiaries and was centralizing its operations. Birks was appealing because it had just become  a public company with its shares listed on a US exchange, and at the time I joined, in 2006, it had also just recently acquired full ownership of Mayor’s Jewelers in the United States. Not to mention that the products themselves are quite attractive! My previous in-house counsel experience was in manufacturing. Retail opened up a whole new world.

What’s your typical day like?
There is no typical day. We are not a large legal department. We deal with all of the company’s legal matters and obtain help from our external law firms if we do not have the particular expertise that is needed to resolve a particular issue. We do corporate and commercial work (such as reviewing and drafting supply and services agreements and real-estate leases for more than 55 retail locations), financing, employment matters, intellectual-property matters, securities regulation, work permits, and more. I am also a member of the senior management team, and prepare and attend board meetings as the company’s corporate secretary.

What have been your challenges?
During 2008’s financial crisis, we were in midst of negotiating our senior credit facilities. Our lenders were being very cautious and very demanding, especially since we were in the luxury industry, which is one of the first industries to suffer in an economy in financial crisis. We were getting close to Christmas and we had to make the deal happen. It was a very stressful deal, and many nights were spent burning the midnight oil. It’s an experience I’ll always remember.

What are your goals at Birks & Mayors?
My job is to support the goals of the company, and as we pursue our strategy to develop the Birks product brand and expand into different markets, it’s a very exciting place to be. I look for practical business solutions to legal issues. The law may prevent us from doing things in a certain way, but our goal is to look for other ways to achieve our goals. The interesting aspect of being an in-house lawyer is that you get to see if the decisions you make are successful, because you are part of the implementation process and live through those decisions.

What is your advice for young lawyers?
You have to be willing to work hard, and you must respect people who you work with. You also have to be a good listener and see the bigger picture, not just the issue at hand. It is important to have a good understanding and appreciation of the risks involved. Furthermore, one should not overpromise and underdeliver—this is key to building your reputation. You need to become a partner, and work together to reach the company’s goals.