WestJet lawyer WCGCA counsel of the year

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By Jim Middlemiss

When Angela Avery joined WestJet Airlines Ltd. as executive vice-president, general counsel and corporate secretary in February 2020, the long-time in-house oil and gas lawyer was excited at the “opportunity to learn another business model.”

Two months prior to her arrival, private equity firm Onex Corp. completed its $5 billion acquisition of WestJet, and Avery was excited to dive into learning the industry. She was somewhat familiar with aviation growing up, as her father was a firefighter at the Edmonton Airport near her home in Leduc, Alta.

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She also knew a little about aviation from a one-year stint she did early in her career in Geneva at the United Nations Compensation Commission’s Legal Secretariat. She helped litigate billions of dollars in war reparations claims stemming from Iraq’s invasion of Kuwait, including claims from airlines.

Little did she know, however, that she was about to get a crash course in aviation logistics. Avery, recipient of the 2024 Western Canada General Counsel of the Year award, quickly found herself on the frontlines of shutting down Canada’s second-largest airline, as COVID-19 swept the world. Thus, began her almost five-year odyssey at the company, capped off with the General Counsel award.

The other nominees included Ken Duke, British Columbia Hydro & Power Authority (BC Hydro), Maninder Malli, GeoComply Solutions Inc., Lorne O’Reilly, Dow Chemical Canada ULC, Monic Pratch, FortisBC, and Robert C. Van Walleghem, Trans Mountain Corp.

In an interview, Avery recalled her stormy initiation into the aviation business. “Within a couple of months, we lost 95 per cent of demand.” One of her first tasks was reducing the workforce by 70 to 80 per cent. “I don’t think there was anything I could have done that was harder, other than something on the safety side,” she said.

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She wasn’t alone. “Airlines have very complicated logistics. They are very interconnected.” At the time, business partners, such as NAV Canada, the country’s air navigations service provider, and the regional airports were going through similar shutdowns, and no one knew how long any of it would last.

Avery said she “leaned heavily” on her 22-plus years of experience working for companies in the mid and upstream oil and gas sector. Aviation and oil and gas are both heavily regulated industries and she “leveraged the commonality” between them to help get through it. “Safety is highly important in energy and aviation. You have to have the processes in place to park the fleet, similar to when hibernating assets on the upstream side.”

It meant being in constant contact with a range of regulators, government and health officials and communicating to the public the continuously changing rules. It all happened very quickly over a period of weeks to months, she said.

The more onerous challenge was “putting the egg back together after the pandemic.” It was a business rebuild, she said, that “didn’t take months, but years,” and faced turbulence along the way.

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It began in March 2022, when WestJet announced it was acquiring Sunwing Airlines, Canada’s third-largest airline and the country’s largest vacation provider with resorts in the sun destinations of Mexico and the Caribbean. It was a highly complex merger involving three decision makers, Canada’s Competition Bureau, Transport Canada, and the Canadian Transportation Agency, the federal regulator that oversees the country’s national transportation systems involving planes, trains and ships.

It took more than a year to close the deal and required the production of more than 900,000 pages of documents. The transaction was also notable because it was announced at the tail end of the pandemic, when pricing a deal was challenging. “The world was still upside down and nobody knew if demand was going to recover and what that demand would look like. We knew people were really missing the ability to travel,” she said.

The sale closed in March 2023, around the same time that her legal team was negotiating its second collective agreement with WestJet’s pilots, narrowly averting a strike or lockout.

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Then in early 2024, Avery’s legal team led efforts to secure a new $2 billion loan facility, which extended the maturity of most of its debt to 2031. Creatively, the company used its WestJet Rewards loyalty program to secure the loan, a first of its kind in Canada.

At the end of August, Avery announced her retirement from WestJet. During her time there, her title had grown to group executive vice-president, chief people, corporate & sustainability officer. She oversaw a team of more than 200 professionals responsible for legal, communications, government relations, external affairs and community investment and sustainability.

It’s a far cry from her start as a litigator at Bennett Jones LLP after being called to the bar in 1995. In 1999, she joined TransCanada Corp. (now TC Energy Corp.) as assistant general counsel, and spent eight years providing regulatory and legal support to the oil and gas pipeline operations.

“I saw what clients were up to and they were having a lot of fun. I wanted to be on the client side,” she said of her move to in-house counsel.

In 2007, she joined ConocoPhillips, where she worked for a decade, rising to deputy general counsel and chief compliance officer. There she was involved in more than $25 billion in deals, including the 2017 sale of $17.7 billion of Canadian assets to Cenovus Energy Inc.

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That’s when she joined Athabasca Oil Corp. for 2.5 years as general counsel and vice-president business development before moving to WestJet in 2020. She remains a director at Athabasca.

When the WestJet offer presented itself, Avery said she couldn’t resist joining a Western Canadian success story and an “iconic” brand. “As an airline, WestJet has democratized travel in Canada,” she said, by providing affordable flying services to under-represented regions of the country.

“In a country that is enormous with a very small population relative to the size of the geography, the aviation business is important. We don’t have trains crisscrossing the country, aviation is such a critical part of the infrastructure. It’s what opened up the North.”

Joining WestJet also capped off her career by exposing her to the business-to-consumer space; she had only worked for companies in the business-to-business sector.

“It’s an industry that’s definitely under more scrutiny than virtually any other industry. You’re in the news every day,” she said. The stories can be as diverse as the August hail storm in Calgary that grounded some of the fleet to the summer labour disruptions involving mechanics. “Being in the newspaper every day provides more opportunity for context,” she said and a chance to explain the challenges the aviation industry faces in Canada.

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“It’s a margin business. You really have to compete on costs and being cost effective.”

Avery said when transitioning from a purely legal to executive role “it’s really important you become a business leader. Surround yourself with really good people and let them do their jobs. I like to tell people what I am seeking, but not how to get there.”

She said she subscribes to the servant leadership model, where her job is to support her teams and make sure they have the resources and coaching needed to be successful.

The biggest shift Avery has seen during her career is that the “rate of change happens faster, and the news cycle is quicker. You don’t get time to study and fall in love with issues. You have to solve them quickly and everything is more interconnected and interrelated.”

Now that she is retired, Avery said, “I’m excited to go do other things,” including travelling and hiking. “Airlines fly to all these fantastical places. Now I will have time to go to some of these fantastical places.”

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