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Ron Peppe is general counsel, corporate secretary, and chief compliance officer at Canam Steel Corp. He works out of the company’s offices in Point of Rocks, Md.
Can you tell us a little bit about the company? Canam is short for Canadian-American. The parent company is a publicly traded company based in Quebec. It used to be the Canam Manac Group. But the company split into two parts last year, and so now we’re just the Canam Group.
What does Canam Steel make? We don’t make steel, but we do make things out of steel, like building components. We also build things like stadiums, office buildings, convention centers. We built the Philadelphia Eagles’ stadium and also the new Patriots stadium in Foxboro [Mass.]. And now we have contracts for both the Mets’ and the Yankees’ stadiums.
Mets and Yankees? That sounds like a conflict! Well, I had to sort through the issues, such as the announcement about doing both stadiums, in addition to working on the contracts. We also fabricate and erect the steel [components] for convention centers and office buildings, such as the new Boston and Hartford [Conn.] convention centers, the Fleet Center in Boston, and the Cira and Spectrum centers in Philadelphia. On big projects like that, we make the steel components and erect them on the site. In our other product lines, we make the steel components and sell them to other contractors. Our product lines include Vertispace mezzanine systems, Murox wall systems, and the Hambro floor system. Our engineering capacity sets us apart from our competitors. In addition to the engineers in North America, we have 200 engineers in Romania and another 50 in India. While we would like to hire more engineers in North America, the truth is that you can’t find the workers you need here in many cases. There’s just a small breed of folks who do this kind of work. When the immigration laws got tougher, it got even harder to find them here. We now have joint ventures in Russia and in Dubai, and we’ve discovered that Romania has a well-educated work force. In short, we do construction, engineering, and heavy manufacturing. We also deal with architects and developers. It’s kind of a broad market. We have four plants in the U.S. — in Maryland, Missouri, Florida, and Washington state. Half of the plants are union, and half are nonunion.
Where is the Maryland office? It’s in Frederick County, Maryland, right on the Potomac River and C&O Canal. It’s very pretty — two churches, two liquor stores, and us. The train from here goes into D.C. It’s also the place where the floods happen every couple of years.
How many employees? In the U.S., there are currently between 900 to 1,000. Worldwide, the number varies between 2,500 and 3,000.
What does your job entail? I’m general counsel and in charge of human resources for all U.S. operations. I also deal with risk management, insurance, and compliance. The general counsel in Canada handles most securities issues, and I tend to focus more on U.S. operational matters and corporate issues. The Toronto stock exchange has adopted many provisions similar to the Sarbanes-Oxley requirements, and there are U.S. investors who expect Sarbanes-Oxley-type controls, so I also deal with the compliance aspects of the U.S. operations. I’m the only lawyer in the U.S., and I have one legal assistant. I rely on outside counsel for litigation and specialized areas such as ERISA compliance or local matters. I also do traditional labor law, since we do have unions, including contract negotiations and grievances. A large part of risk management involves safety and workers’ compensation issues. Because of the nature of Canam’s production business, I’ve had to learn quite a bit about environmental regulation, especially air and water permitting issues. I also handle contracts and collections issues but rely on outside counsel for local collection matters and liens. For large projects, such as stadiums, the contract and collection work can take years to sort out. Canam is growing via acquisitions, so I also manage the M&A work. I tell people that sitting at my desk is like hosting a radio talk show. When I get to work, the phone starts ringing, and I never know what question will come up next.
What outside counsel do you use? DLA Piper, McDermott Will & Emery, and Seyfarth Shaw in the D.C. area are probably the primary firms. We’re active in all 50 states and in D.C, so I also work with local counsel on litigation, project, and employment matters. We sell and build things and have employees nationwide, so issues come up everywhere.
What are some of your big legal issues? We have a lot of cross-border issues now. It is getting much more complicated to bring steel and people across the borders, even from Canada. There are federal and state “buy American” acts that require American steel on many projects. It sounds simple, but it can be difficult to figure out if something is really American. For instance, in doing the Eagles’ stadium, the requirement was to use domestic ore. The problem is that we used recycled steel, so we then had to negotiate clarifications with the contracting body.
How can you tell where steel comes from? In many cases, you have no way of knowing once it is in inventory and cut and welded. You generally know what mill something is purchased from, but often steel in inventory is intermingled, and a single component can be made of steel from several sources, so it gets tricky and a bit legalistic to figure out. In addition to “buy American” requirements, Canam has to deal with customs and other import issues. For example, the U.S. Customs Service will make a surprise visit to the Canam plant in Quebec and check the materials to verify how it is being reported. When they show up, I get a phone call asking what to do. If one of our executives gets stopped at the border, I get a call. These are the kinds of things that they do not teach you about in law school.
Any other important legal issues? Usually the employment issues are the toughest. You would think that big contracts are tough, but they can be formulaic, unless it turns into a last-minute deadline. Any big construction project or a plant where you are moving and cutting and painting large heavy objects has the potential to turn into a crisis, no matter how well managed, if someone gets hurt. Sometimes the hardest thing is when things go very wrong, such as a worker death or serious injury. The steel industry is also going through some changes and realignment. Canam had to close two plants in the Midwest because of market conditions. It’s hard to sit down to negotiate with the union members who have spent many years in those plants and who will have hard times getting new jobs in the economically depressed areas, even though the company did not have much choice. When I visit our plants in these towns, you really see a microcosm of what’s going on in this country outside of the Beltway. It’s another thing they don’t prepare you for in law school.
Anything else that makes your job different? Working for a Canadian company was a new experience for me. They’re very family-oriented, very dedicated to their workers. If you get in trouble in Canada, you don’t get sued for everything that goes wrong. Here, even if you’ve shaken hands on a deal or fixed a problem, you often get sued anyway. We tell the Canadians that usually in the U.S. you need a lawyer at the table, just to help the business people make informed decisions, given all the potential legal risks. We have had some ridiculous lawsuits. For example, there have been several cases where someone has bought a piece of steel from us and then dropped it on someone’s head. We get sued, even though we had nothing to do with the material once we sold it. The plaintiffs will even claim there should have been a warning label on the steel. I guess the label would say “This is heavy. Don’t drop it.” It’s hard to explain to the folks in Canada why we should pay out millions of dollars when we have done nothing wrong. Because the stakes are so high, my goal is to try to help Canam take the right steps so things don’t go wrong.
What do you enjoy most about the job? I like dealing with many different things at once. When I was in private practice, I found I was getting less and less interested, because I was doing the same things every day. The interesting thing here is being part of the business team, keeping the company out of trouble and being profitable. Lately there is a lot of talk with SOX that lawyers are supposed to be the cops, but you have to have a balance to help your company do the right thing while also helping them take the risks they need to succeed.
What’s your background? I worked in-house for one of the larger Baltimore banks when I was in law school at the University of Maryland. After law school, I went to Kutak Rock in the public finance and banking area. Kutak was an unusual firm — even in those days it had over 300 lawyers spread out in several offices across the U.S. It was also unusual because even as a young associate I was able to work on deals myself. I did a lot of higher-education financing deals and also represented Japanese banks. But it was in project finance, where the money went for interesting projects such as waste incinerators and pollution control equipment, that got me interested in manufacturing and industrial facilities. Then I worked for Prudential Insurance. Their law department had over 300 attorneys. The Prudential law department is in Newark [N.J., but] I was assigned to the investment side in the real estate group, and was sent to Frederick, where Pru was starting a mortgage company. I was born and raised in Frederick and never intended to go back, but ended up there because of Pru. I was at Pru for six years, and I did a little bit of all things related to mortgage banking, including transactions involving loans, servicing, securities, and consumer finance regulation. I also started to do IP transactional work when it was a relatively new field. A mortgage company is really in the business of maintaining a large data system. We were building networks and creating financial processes involving computers, so I learned quite a bit about the IP side. I stayed there until they decided to sell the company. I had an offer to go with the buyer, but all the lawyers were eventually moving to Des Moines [Iowa] so I started looking around. I ended up at Canam after I responded to a newspaper ad in 1996. The Canadian company had bought some new operations in the U.S. and was facing new enforcement issues, in addition to litigation, after a winter with particularly heavy snow. They decided they needed a new U.S. lawyer. I ended up with the position and worked here from 1996 to 2004. I left to join the Association of Corporate Counsel in D.C. as vice president of law and technology. At ACC, I managed five departments, including the areas responsible for the annual meeting and education programs, the publications, the legal resources provided to members, various practice area committees, and the technology used inside the organization and on the Web services. I had been an ACC member for 10 years and found their resources to be very valuable when you’re a small law department, because they facilitate networking with other in-house counsel facing the same issues. I was there until this past July, when I came back full time to Canam. I had tried to help them hire another general counsel after I left. Even so, they had kept my office open for me, and two years later, when I sat down at the same desk, I opened the drawer and found the crayons that my daughter used to play with.
Has your experience away from Canam changed you? It was almost like taking a sabbatical to learn how to do my job better. At ACC, I interacted with general counsel and other in-house lawyers all over the world. Since I oversaw publications, education, and legal resources, I learned quite a bit about best practices, and I learned about managing a much larger staff of 20 people. I also gained a hands-on orientation to technology. While I enjoyed the work and the people I worked with, Canam would call every couple of months and ask, “When are you coming back?”.
We hear you’ve had a lot of involvement with school boards. Yes. I have two kids, aged 15 and 17, and I’ve been on the school board the entire time they’ve been at school. It began when I started showing up at PTA meetings. That got me interested in education, and I applied for one of two open positions on the Board of Education in Frederick. I ended up being appointed by [former Maryland] Governor [Parris] Glendening. I was registered as a Republican, and for various political reasons the governor had decided to appoint a Republican and a Democrat to fill two openings. I think he decided that I was the least offensive Republican. I was selected as vice president of the board my second year, and then as president my third year. That was when the voters in Frederick decided to make the entire school board elected, and I then had to run for public office. I learned why incumbents get re-elected. In a place like Frederick, people know who to call and complain to. I ended up serving as president of the board for five years. Before that, I served for four years on the Frederick Advance Life Support Advisory Board. We oversaw part of the emergency services in the county. It was my first introduction to how local government works. I’m a big fan of local government. People ask me how to make things happen, and I tell them [that] with local governments, it is all about showing up and asking. I also learned from that experience that it’s good to have business people involved in local government. Frederick was facing big issues about lack of infrastructure because of all the growth. During my involvement with the emergency services committee, Canam agreed to donate most of the materials and engineering services for a new fire department building in Point of Rocks. When I got the ACC job, we moved to Falls Church [Virginia]. I went to a PTA meeting. They were arguing about something we had already dealt with in Frederick. The next thing I know, I was president of the PTA. I’ve also learned that if you don’t show up, they might appoint you anyway, so [it's] better to be there and do it on your own terms! Although I was new to the community, some of the residents asked me to consider running for school board, and in May I was elected to the Falls Church city school board.
Read any good books lately? I get my reading done on planes — it’s one of the few places where people can’t call you. I just finished The Metaphysical Club by Louis Menand. I also read a lot of business books to keep up with management ideas. Reading fiction feels like a real luxury. I admit I’m also a news junkie and take a different magazine to the gym each night.

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