Brian Dolan served as General Counsel of Resource Capital Funds, a mining-focused alternative investments firm, after having been a partner at Davis Graham. He joined Davis Graham in June 1970 as our 33rd lawyer; his practice was heavily grounded in the oil and gas and mining sectors, buying, selling, financing, and operating properties and projects for a range of property owners, developers, and financial institutions. Following his initial retirement from Davis Graham at the end of 2001, Brian had a second retirement from RCF at the end of 2011.
Deborah Friedman, Senior of Counsel at Davis Graham, focuses on securities, corporate finance, corporate governance, and domestic and international mergers and acquisitions matters for publicly traded and privately held companies, primarily in the mining and oil and gas industries. Prior to joining Davis Graham in 1999, Ms. Friedman served in various positions in the law departments of Cyprus Amax Minerals Company and AMAX Gold Inc. for 16 years. She was General counsel and Associate General Counsel of Cyprus Amax and General Counsel of AMAX Gold. She has also served as General Counsel of Apex Silver Mines Limited and Golden Minerals Company.
You both have experience as in-house and outside counsel – how does it differ?
Brian: In-house, one tends to see projects much earlier, when they are only possibilities, resulting in an opportunity to participate in the decision whether or not and how to invest, with the added “pucker factor” of knowing personal capital is on the line. In addition, the range of responsibilities is much broader in a small organization like RCF was in the early days, and included marketing to and otherwise dealing with investors; establishing the partnership vehicles; attending to all personnel and legal issues associated with the business in addition to investments; leading political risk assessments of potential investments; dealing with investment company management and operating issues; serving on company boards; and attending to divestments.
Deborah: In-house, a lawyer is much more involved in and knowledgeable about all aspects of the company’s business, plans and objectives. Becoming known as a constructive advisor and problem solver provides opportunities to participate more broadly in the business and assume higher levels of responsibility for significant transactions and activities, such as an elevated role in negotiating and implementing important acquisitions, divestitures, and financing transactions, working as part of the business team to sustain and manage key partnerships or other business relationships, advising senior management and the board of directors on governance and legal aspects of important issues.
How has the mining industry changed over the last several decades?
Brian: Several important ones come to mind, which follow:
- There are now many more women involved in the industry, both in management and in technical (geology, engineering, etc.) roles.
- Most of the higher-grade, more readily accessible mining deposits around the globe have already been exploited. Current projects involve lower mineral grades, more difficult metallurgy, or other processing issues, are deeper or otherwise less accessible, and are subject to greatly increased permitting and environmental regimes. As a consequence, current projects involve much longer lead times to launch, greater capital requirements to move from exploration to production, and (generally) profit margins that are much more sensitive to mine planning and operating efficiencies and capital cost management. These factors have led to a revolution in the way projects are approached – with mining companies being much more disciplined in deciding whether or not (or when) to proceed with a project. In addition, the array of tools available to optimize projects has exploded, including technical exploration sensors and processing techniques, computer-based data evaluation methods, and 3D mine planning, to name a few examples.
- Western mining operators (and investors) are much more attentive to the ESG aspects of their projects. They now routinely apply international environmental standards to operations and reclamation planning, even when local laws (or local governments) don’t rise to that level. They often include in project costs local infrastructure improvements – power lines, roads, schools, medical clinics – where those are lacking. They utilize and train local workers in skilled crafts, and train and use local third-party suppliers of services so that when the deposit is finally exhausted, a community remains that can sustain itself.
Deborah: The mining industry has become more diverse since I joined Cyprus in 1985. There are more women in legal, finance, business development, and technical positions, on boards of directors. At some large surface mines, women drive many or most of the big (50 to 300+ tons) trucks. Western mining companies now routinely work to develop and promote third-world, in-country talent to take over top operating and staff roles at their operations, rather than topping out in second- and third-tier positions, and to transfer to company operations in other countries and headquarters positions.
Mineral products continue to be a critical part of our daily lives. Coal is on its way out; base and precious metals remain important components of everything we use on a daily basis, in business and manufacturing. Coming to the fore are lithium, rhodium, platinum, electrum, cobalt, and a host of other rare earths, “ium,” “um”, and other minerals critical to alternative energy solutions, power storage, and manufacture of the computer components and other sophisticated equipment that drive our economies. Most of these minerals are in short supply with no known alternatives. Having sufficient access to and supplies of these minerals and their products is critical to economic growth and national security in the coming decades.
Indigenous populations and national governments have become much more aggressive about retaining wealth generated by mineral extraction, protecting important cultural sites and activities and requiring specific benefits for local populations. International institutions providing financing for mineral projects support this with ESG requirements. Mining companies pay higher government royalties or taxes, provide more employment, health, education, and transportation benefits and local government and business support and spend more protecting the environment and cultural sites. The intricate negotiations and expenditures required add years to lead times and significant cost to new mines.
What is your favorite memory of working at the firm?
Brian: My overall memory is of daily hearing a colleague say something, or seeing something a colleague had written, that impressed me mightily and made me proud and grateful to be part of such a talented group. But, specifically, I recall:
- Sunday morning Lawyers League “touch football” at 12th and Dexter.
- Listening to super-articulate Don Hoagland speak at partner meetings.
- The day we elected Andrea Williams as the firm’s first female partner.
- On a Monday morning in the early ’70s, several of us junior associates watching Jim Bunch, with his back to the entrance to the coffee room, demonstrating his considerable dance moves – blocking the austere Don Graham, who he didn’t realize was standing right behind him. The junior associates melted away quickly, leaving Jim to a solo conversation with Don.
Deborah: My favorite Davis Graham memories include:
- The partner who recruited me to come to Davis Graham told me that I would find really smart people here who worked hard, enjoyed the practice of law, and were very good lawyers. This turned out to be true and a serious understatement. Davis Graham is full of exceptionally talented lawyers who provide the highest quality of service in a very practical and efficient way, and who also happen to be nice, kind, generous and interesting people who take their work very seriously but not themselves so much. I have always felt proud and fortunate to spend the second half of my career at Davis Graham.
- Working with Michelle Shepston and Sandy Abrams to complete a cross-border securities offering over a weekend on Yahoo and hard drives when the entire Davis Graham server, email, and document management system crashed for four days … with no client, underwriter, Canadian co-counsel, or opposing counsel any the wiser.
- Traveling to South Africa with Zach Miller, going 2,000 feet underground on a gold mine tour, and related restaurant and game park adventures, including watching Zach change a tire while a lion watched him.
Who are some of the people at Davis Graham that had the greatest impact on you?
Brian: Davis Grahamers who have had the greatest impact on me include:
- Clyde Martz, of course, my mentor. He was the national guru of all aspects of natural resources law, had a work ethic that I had never seen before, and was a wonderful human being. His only fault was marking up briefs held up on the car steering wheel while driving.
- Don Hoagland – a role model – for his calm, effective approach to everything, who had a personal value set that led him to return to college during his sabbatical leave to complete a course on which he had received an “incomplete” grade when he left for military service in World War II.
- Jim Bunch – a treasured friend, a wonderful lawyer, and a great leader.
- And on fashion matters, Charles Casteel. Scene: Sometime in the ’80s.
Brian Dolan: “Great tie Charles, where did you get it and what did it cost?”
Charles Casteel: “At that Italian men’s store in Cherry Creek – it was $75.”
Brian Dolan: “Wow – I’ve never spent more than $25 on a tie in my life!”
Charles Casteel: “I know.”
Deborah: Those at Davis Graham who had the most impact on me include:
- Chris Richardson – who managed our firm with skill, humanity, and a sense of humor during most of the time I was at Davis Graham.
- Bruce Stocks – best possible office neighbor buddy, valued friend, and exceptional lawyer.
- John McCabe, Patricia Peterson, and Larry Nemirow – together, these three know just about everything a corporate lawyer could possibly know, and are kind, generous, interesting, and witty mentors and humans.
- So many (then) associates – from whom I learned a lot, who mostly made every day a pleasure, and of whom I am so proud and impressed as I continue to watch them grow – Michelle Shepston, Sam Seiberling, Kristin Lentz, Brian Boonstra, Julie Blaser, John Elofson, Nicole Martinet, Matt Thompson, and more.
