Publication - The Legal 500

Transcription

GC Powerlist
US TEAMS | 2015
Sponsored by
From the publishers of
series
GC POWERLIST - US TEAMS 2015
F
or 28 years, The Legal 500 has been analysing the capabilities of law firms across the world. The GC
Powerlist is the latest publication from The Legal 500, turning its attention to the in-house function, and
recognising those corporate counsel who are driving the legal business forward. The latest edition is
the GC Powerlist: US Teams, which identifies an array of the most influential and innovative in-house
teams working in the United States.
Our commitment to the in-house market is expanding, not only through the publication of the GC Powerlist
Series, but also with our wide range of events, seminars, roundtables and legal updates. We have also
launched GC Magazine, a quarterly title (free of charge to in-house counsel) that looks at the business of being
an in-house lawyer, from a strategic, commercial and theoretical standpoint. We understand that the biggest
issues facing in-house counsel today are, in fact, rarely legal issues. Our editor-in-chief, Catherine McGregor
is now based in the United States and is travelling the length and breadth of the country to meet, interview,
analyse and finally share the very best that the in-house market has to offer.
To put together the list, we canvassed opinions from law firm partners and in-house counsel across the US, to
identify corporate counsel that have been instrumental in changing or forming opinions within their company
or industry; developing brilliant technical solutions to complex issues; creating innovative structures to ensure
that the in-house function is driving the business forward; or providing a business working model that other
corporate counsel should follow. Our team of experienced researchers assessed the nominations, speaking
both to in-house counsel and private practice lawyers to finalise each jurisdictional list. The GC Powerlist: US
Teams features not just information on teams that have made the list, but also practical tips for fellow in-house
counsel to follow to maximise their interaction with their businesses.
We always welcome feedback on all our initiatives, and indeed would love to hear what else we could be
doing to help in-house counsel. Just drop us a line at [email protected]
David Burgess
Publishing Director
The Legal 500 Series
CONTENTSI
Sponsor: Basham, Ringe y Correa, S.C.2
Capital goods11
Charity/nonprofit 15
Commercial and professional services19
Consumer discretionary21
Consumer staples37
Energy47
Financials
51
Health care69
Health care equipment and services
77
Industrials81
Information technology85
Materials99
Public sector109
Telecommunication services111
Utilities115
Index120
US TEAMS • GC POWERLIST 2015
1
BASHAM, RINGE Y CORREA, S.C.
sponsored by
K
nown as the ‘Pacto por México’, the package
of structural reforms adopted by the
current administration upon its election
in 2012 has already helped bring more
investment to Mexico. While it remains necessary to
fully employ the national budget so as to create new
jobs and further grow employment, major structural
measures have already been legislated by Enrique
Peña Nieto’s government and these will effect
competition, energy, finance, labor, infrastructure,
telecommunications, amparo law (a constitutional
appeal), private data protection, public private
partnerships, anticorruption, education, transparency
and tax matters. Significantly, implementation
has already begun. These structural reforms have
been rolled out at a time when Mexico –like other
jurisdictions- is enduring a notable reduction in oil
prices, but this has had only a limited impact on
global oil companies’ interest in Mexico’s offshore
hydrocarbons potential, since the major oil-andgas players are aware that such projects generally
require years to develop and can provide returns for
decades. According to the OECD, full implementation
of the reform package in the short term is crucial to
the country’s reaping the benefits that will accrue
from a strong and sustainable recovery, and could
add as much as one percentage point to the annual
per capita growth trend of Mexico’s GDP.
Each of the reforms noted above, address the key
issues and challenges in their respective sectors.
The Mexican economy currently ranks as the world’s
11th largest and the country is also the fourth largest
exporter of automobiles and manufactures the vast
majority of flat screen televisions sold in the United
States. In fact, Mexico exports more manufactured
products than the rest of Latin America combined.
Many US law firms have implemented or considered
the hire of individuals or groups with significant
business activity, opening offices in Mexico from
where they can better serve their clients’ requirements
or deliver services at a lower price. This scenario
presents a unique opportunity not only to grow the
services local firms provide to existing clients but also
to compete for and acquire new clients.
On the other hand, the role of the in-house lawyer
is crucially important since they manage the legal
2
GC POWERLIST 2015 • US TEAMS
risks associated with the business and legal issues
involved in all decisions by management. Moreover,
in-house lawyers have to respond to increasing
pressure on legal costs, responding proactively
with initiatives for cost reduction and identifying
appropriate benchmarks to permit the measuring
of efficiency. When making the transition from
private practice to an in-house role, most lawyers
move from a specialist background to a more
generalist role with responsibility for areas in which
they have markedly less experience. This potentially
opens huge areas of opportunity for them, since
in-house lawyers who demonstrate the ability to
make commercial decisions find it easy to connect
with the (internal) business teams and will further a
company’s ability to make sound strategic choices
based on analysis that combines both legal and
commercial factors.
In this regard, relationships between in-house
lawyers and external lawyers are becoming
increasingly important. The successful appointment
of preferred legal advisors and the development of
a close working relationship with a law firm can be a
significant opportunity for in-house legal teams and
can help save both time and money.
Basham, Ringe y Correa is one of the largest and
most prestigious full-service corporate law firms in
Latin America. Established in Mexico in 1912, Basham
draws upon a century of experience in assisting its
clients to conduct business throughout Mexico.
The firm’s clients include prominent international
corporations (many of them on the Fortune 500 list),
medium-sized companies, financial institutions and
individuals.
Our large group of lawyers and support staff are
committed to maintain the highest professional
and ethical standards. The firm currently has
approximately 130 lawyers, plus 47 paralegals, four
engineers and seven translators. Constantly exposed
to the international legal system, many of our lawyers
and other professionals have completed postgraduate studies at foreign universities and have
worked at companies and law firms from abroad. The
firm’s members speak English fluently, and in some
cases French and German.
AN INTRODUCTION
The specialization and development of each
department, coordination and support between
the different areas, and in-depth knowledge of
markets and economic trends, provide our clients
with innovative complete and timely solutions. It is
because of these qualities and values, we believe,
that our clients have continued to entrust their
legal affairs to us for many years, some for many
decades.
The firm has regulatory and practical expertise in
all areas of a modern legal practice and advises
clients on mergers and acquisitions, joint
ventures, commercial contracts, project financing,
domestic and international tax planning, in-bond
manufacturing, antitrust, banking, bankruptcy,
trusts, insurance, business organizations,
international trade, NAFTA and WTO matters,
anti-dumping, intellectual property (covering
patents, trademarks, models, designs, copyrights,
domain names, licensing, franchising and unfair
competition), entertainment, administrative law,
government relations, government regulations,
immigration, labor, employment, employee
benefits and human resources planning,
environmental law, energy, telecommunications,
health, transportation, aviation, railroads, maritime,
tourism, mining, consumer protection litigation,
arbitration, criminal law and inheritance, real estate
and agrarian matters. We also have specialized
litigation departments for civil, commercial,
criminal, labor, tax and administrative areas as
well as commercial arbitration and constitutional
proceedings (juicio de amparo).
Daniel Del Rio i
Partneri
Basham, Ringe y Correa, S.C.i
The firm has been actively involved in the
development and globalization of markets, working
with clients to formulate creative solutions that
meet their needs. The firm represents domestic and
foreign clients in the private and public sectors and
Basham, Ringe y Correa prides itself on working with
clients that have developed important projects in
Mexico.
The firm is able to provide complete and accurate
legal translations of laws and documents to ensure
that our clients have a full understanding of their
operations.
3
sponsored by
CLIENT INTELLIGENCE
R E P O RT 2 0 1 5
O v e r 4 , 7 0 0 c l i e n t s i n t e r v i e w e d . T h e w o r l d ’s l a rg e s t l e g a l m a r k e t
s u r v e y a n a l y s i n g t h e p re s s u re s , c o n ce r n s a n d f u t u re d e m a n d s o f
G C s , a l l o w i n g l aw f i r m s t o u n d e r s t a n d t h e i r c l i e n t s b e t t e r, a n d t o
i n t e r ro g a t e t h e d a t a t o i n fo r m t h e i r s t ra t e g y a n d g ro w t h .
w w w. l e g a l 5 0 0 . c o m /c i r 2 0 1 5
GC POWERLIST 2015 • MIDDLE EAST
CLIENTUNITED
INTELLIGENCE
STATES -REPORT
TEAMS
O
ver the years the US has
produced some of the highest
quality corporate legal teams
in the world. These teams have
captured the headlines with
their impressive legal and
transactional work, as well as organizational
excellence.
The in-house legal teams featured in the GC
Powerlist: United States Teams are on top of this list,
impressing with both an unprecedented depth of
expertise and strength of individual lawyers. Having
shined for their companies in periods of growth and
prosperity, these teams have also navigated their
organizations through a difficult stream of regulatory
changes, financial pressures and litigations. Examples
like these set an excellent benchmark for other
in-house teams that operate in a prospering, but riskdriven economy.
However, not all legal teams have found such a
comprehensive way to overcome the adversity of
challenging times. The key aim of our latest research
initiative, The Client Intelligence Report, has been to
highlight the challenges and opportunities that exist
for in-house legal teams in the current environment.
In 2015 The Client Intelligence Report gained feedback
from over 4,700 legal professionals and clients, to
provide a comprehensive picture of the legal market.
With feedback from over 600 professionals responsible
for legal spend and decision making, across the full
spectrum of industries, The Client Intelligence Report
offers insights into the US in-house legal market.
The importance of US
corporate counsel
Characterised by a dynamic culture, corporate
America has long been known for having a mature
in-house market with teams having responsibility for
a mix of legal and business tasks. There has been an
increasing expectation for corporate counsel in the
US to show awareness of business issues, alongside
their legal knowledge and expertise. By utilizing
their unique understanding of the specifics of their
organizations and industries, US corporate legal
teams are increasingly expected to deal with dayto-day issues encountered by their business, as well
as the exceptional problems that will undoubtedly
manifest themselves.
A major trend captured by The Client Intelligence
Report research has been an increasing interaction
of US legal teams with their business. Even though
many US legal teams are already heavily embedded
in the commercial parts of the business, a staggering
87.1% of our respondents believe that their
interaction has deepened in over the past year.
This figure is higher than most other regions in the
report and reflects a growing understanding on the
importance to embrace legal and compliance issues.
It appears that many US businesses have made it a
top priority to bring lawyers into business matters
more regularly, with the process requiring clear and
ongoing communication.
There is a slight difference in the interaction of lawyer
and business counterpart when considering the
results by sector. This increasing drive to integrate
legal departments in commercial activities is most
significant in the technology and retail sectors, with
teams in US energy companies experiencing the least
growth in interaction.
Overall, US corporate counsel tend to have
close relationship with their CEO and executive
committee, while teams without lawyers within their
management structure are almost non-existent.
An interesting observation here, is that large
multinational companies have a similarly high levels
5
US TEAMS
sponsored by
1. Do you think that the legal team has deepened its interaction with the business
in the last 12 MONTHS?
12.9% NO
87.1% YES
2. WHAT IS YOUR RELATIONSHIP WITH THE CEO/EXCO/BOARD (select one)?
155
Number of responses
144
34
44
6
I am part
of the
management
structure or
executive
committee
6
My company
does not have
lawyers
within its
management
structure
No real
interaction
Often send
memos or
information
for their
review at
meetings
Regular
reporting or
in-person
presentation
of information,
but not part
of it
CLIENTUNITED
INTELLIGENCE
STATES -REPORT
TEAMS
3. WHich of these areas has the legal team become responsible for in
the last 12 months?
71
Number of responses
55
41
38
55
48
47
44
40
39
26
23
16
Company
secretarial
work
Business
unit(s)/P&L
Crisis
management
Compliance
Governance
Enterprise
risk
management
of integration to small and medium-sized enterprises.
This highlights a remarkable achievement of
integration by senior decision makers, embedding
their legal teams across diverse business functions
and regions, a process that requires sophisticated
transfer of knowledge.
Influencing
business goals
and strategy
Human
resources
Privacy and
data security
IP
management
and protection
Reputational
risk
management
Regulatory
influence or
lobbying
Technology
and
knowledge
systems
is just as likely to be indicative of the number of
in-house lawyers in the energy market, as it is of
the standard of interaction with the executive
committee.
From The Client Intelligence Report research it appears
that the technology sector has the most legal teams
that are part of the management structure of their
companies. With the increasing regulation and
products that often tread on untested ground, the
corporate counsel of tech companies have found
themselves at the heart of the continued success and
security of their companies.
The role of in-house teams is developing rapidly
every year. While senior decision makers have
implemented changes aimed at cutting cost and
achieving better efficiency, US in-house teams are
also adopting a wider variety of roles, often in areas
of the company that are new to them. Emerging
from a culture that encourages entrepreneurialism
and values lawyers as civil and business leaders,
corporate counsel are increasingly being given tasks
outside of the realm of pure legal work.
On the other hand, energy companies have the
least amount of integration at the highest level,
having the highest proportion of lawyers without
real interaction with the senior management. This
The vast majority of lawyers in our research sample
have gained new responsibilities in the past year,
with the number of lawyers becoming responsible
for compliance related work being more significant
7
US TEAMS
sponsored by
4. WHAT IS THE NATURE OF THE ADVICE YOU OFFER YOUR COMPANY?
161
Number of responses
146
102
102
88
84
52
87
71
61
49
46
13
A favourable
perception
of the legal
team within
the company
Ability to
improve
overall
company
performance
Cost
stabilisation
Cost reduction
Growing
efficiency in
processes
Establishing
correct
headcount
(reduction,
continuation
or increase
Improvement
in work
quality
than most other regions. This increased focus on
compliance can be attributed to new corporate
compliance regulations that followed the financial
crisis in 2008 and several corporate scandals in the
early 2000s, such as Enron and WorldCom, as well
as the traditionally extensive regulation in the US.
Other areas of increased responsibility for legal
teams include governance, compliance, privacy and
data security, IP management and protection and
enterprise risk management.
Understandably, due to the increasing regulatory
scrutiny from the Securities and Exchange
Commission and Federal Reserves, teams operating
in diversified financials are proactively acquiring
responsibility for regulatory influence and lobbying,
as well as compliance and governance related work.
Reflecting the unprecedented decline in oil and gas
prices, lawyers in the energy sector often have to
deal with crisis situations.
8
Relationships
with
stakeholders
Regulatory
influence
Influence
on business
strategy
Revenue
generation
Team and
individual
development
Team
and individual
development
In this edition of the GC Powerlist, we feature a host
of teams that have proved their impact and value
to the business through their expert approach to
matters, and the solutions that they have provided.
To evaluate the impact of corporate counsel on
a wider scale, we asked participants of The Client
Intelligence Report to select an area in which their
team has demonstrated value over the past year.
What caught our eye, was that many US lawyers,
while proactively expected to provide commercial
and business advice, do not seem to consider it a
key metric of demonstrating value compared to
other regions. This tends to vary significantly by
sectors, with teams working in software and energy
proactively adding value with their commercial work.
While the in-house function is increasingly being
recognised as a strategic partner to US companies,
efficiency of processes at the level of the legal
department still remains an important priority
for many teams. The vast majority of participants
CLIENTUNITED
INTELLIGENCE
STATES -REPORT
TEAMS
consider innovating to deliver greater value to their
businesses through improvements in efficiency to be
a key priority for their department in the following
year. This trend is even stronger in other regions and
is clearly visible in the US financial sector, where a
disproportionate number of lawyers consider growing
efficiency in processes to be one of the top strategic
objectives for their teams. Considering the scrutiny
on the industry and the volume of work that the
teams are asked to complete, this may not come as a
surprised.
Summary
One of the most important findings in The Client
Intelligence Report, for the US region, has been
that the legal function is in a period of an ongoing
transformation. Senior decision makers across the
US corporate world are eager to delegate new
responsibilities to their in-house teams, while general
counsel are constantly implementing new initiatives
to improve efficiency and promote the in-house legal
profession. The increasing trust in the role of the
US corporate counsel is partially due to impressive
achievements of the “superstar” legal teams, like the
ones highlighted in our GC Powerlist. For decades
these teams have been at the leading edge of
strategic change in their industries, winning key
litigations, driving regulatory change and managing
important transactions. We feel that these teams
set a standard for the entire in-house community to
follow.
The Client Intelligence Report gathered unique
feedback from over 4,700 unique clients covering 120
geographies. The annonymised information from this
research can be used to assess challenges, changes
and best practice across jurisdictions, regions or
company size offering a useful resource for in-house
teams to benchmark themselves against peers.
Further information on the Report can be found on
the dedicated website, which hosts the interactive
survey data. If you wish to register for access to this
website, please visit:
www.legal500.com/cir2015
9
THE LEGAL 500 UNITED STATES
THE CLIENTS’ GUIDE TO THE LEGAL PROFESSION
2015 LAW FIRM RANKINGS NOW AVAILABLE
www.legal500.com
US TEAMS
CAPITAL GOODS
11
sponsored by
BECHTEL
Revenue: $37.20bn
Representing the largest construction and civil engineering company
in the US, Bechtel’s legal team has top-tier expertise in all areas of law.
The legal team’s recent efforts have secured Bechtel one of the first
licenses to operate unmanned aircraft system – or drone – technology
for commercial purposes in the US. Bechtel prides itself on having
high ethical and corporate governance standards and general counsel
Michael Bailey, who sits on the board of directors at anti-corruption
NGO Transparency International, is no exception. Under Bailey’s
leadership, the Bechtel legal team has won a number of awards.
Nancy Higgins, chief ethics and compliance officer, was awarded
the Carol R. Marshall Award for Innovation in Corporate Ethics. More
recently, principal counsel, corporate secretary and manager of the
corporate legal team, Mary Quazzo, won Legal Momentum’s Women
of Achievement award for her work on the Women’s Legal Defense
and Education Fund (USA). Quazzo, who sits as secretary to the Bechtel
Group board and audit committee, is a member of several groups
committed to improving diversity, including Women@Bechtel, which
helps to connect the company’s employees globally and promote the
advancement of women in the workplace.
12
CAPITAL GOODS
Black & Veatch
Revenue: $3.60bn
Global construction and engineering leader Black & Veatch’s 45-member
legal, risk management and government affairs division, including 27
attorneys, has been central to several crucial company-wide initiatives.
The team, which is divided into several business-specific and subjectmatter units, is led by GC and former GC Powerlist top 100 in-house
lawyer, Timothy W Triplett. Sitting on the executive board, Triplett is also
the company’s ‘cultural champion’ and plays a central role in strategies to
shift company-wide behavior in support of ongoing business growth. The
team is responsible for implementation of a global compliance program;
it is also working closely on Black & Veatch’s new ASPIRE (accountability
shared ownership purpose integrity respect entrepreneurship stewardship)
program. Triplett is leading the ASPIRE initiative both within his division and
across the wider business. Team unity and common purpose as ‘business
partners’ to all operating divisions is cited by litigation specialist Jennifer
Shafer as a key tenant to the function’s success.
13
sponsored by
Boeing
Revenue: $90.78bn
The Boeing law department supports the world’s largest aerospace
company with activities in the design and manufacturer of commercial
jetliners, spacecraft and related security systems. The law department
is led by J Michael Luttig, executive vice president and general counsel.
Luttig made big news in 2006 when he resigned from the US Court
of Appeals for the Fourth Circuit to take up his position at Boeing.
Since joining, he and his team have continued to make news with
their contributions to some of the company’s biggest deals. The law
department has acted without the assistance of outside counsel on
some of the highest value deals in the aerospace sector. In 2015 it
helped seal a $4.2bn deal with cargo and package delivery company
FedEX, agreeing to deliver 50 of its freight airplane models. The
company has also recently reached a settlement with former workers
over retirement and medical benefits following the sale of its operations
in Wichita, Kansas. The $90m agreement was approved by US District
Judge Monti Belot who ruled that Boeing’s treatment of the matter was
‘fair, reasonable and adequate’.
14
CHARITY/NONPROFIT
15
sponsored by
16
American Civil
Liberties Union (ACLU)
Bill & Melinda Gates Foundation
Revenue: $13.30m
The American Civil Liberties
Union relies on its 200 staff
attorneys to support more than
500,000 members nationwide
in its decades-old campaign
against injustice. The organization
continues to make history in key
social and legal issues with the
support of its lawyers. One recent
high-profile example includes its
successful contempt action over
Kentucky county clerk, Kim Davis’
refusal to issue same-sex marriage
licenses. Director of ACLU’s Center
for Equality, Matt Coles has spent
almost 20 years with the union, and
currently focuses on voting, racial
justice, immigration and disability
rights. Center for Liberty director
Louise Melling has featured in
federal and state courts challenges
to laws restricting reproductive
rights. ACLU’s LGBT project
has elicited some of the most
significant recent advancements
on the issue through its litigation
and advocacy. Among the
project’s members, Chase
Strangio has attracted significant
media attention for his role in
the initiative, with specialisms
including impact litigation and
legislative and administrative
advocacy.
Bill & Melinda Gates Foundation’s lawyers are not only experts in
their fields, but also fully imbibed with the feel-good factor of the
organization they serve. Supporting what is to some ‘the largest and
most important foundation in the world’, the legal function contributes to
some of the world’s most sophisticated international aid projects within
a highly ‘collaborative’ environment. Focused on global education,
health and population initiatives, the foundation laid down significant
resources to support efforts to scale up production and development of
treatment across countries affected by the Ebola crisis. General counsel
and former K&L Gates partner Connie Collingsworth uses her extensive
corporate and nonprofit governance experience to develop ‘creative’
strategies around the foundation’s objectives. Pharmaceutical specialist
Ruth Atherton and prominent non-profit lawyer Tamara Watts (both
associate general counsels) were shortlisted for GC Powerlist 2014 US
Rising Stars edition.
CHARITY/NONPROFIT
Conservation
International
Revenue: $140.80m
Headed by general counsel
and senior vice president
Amelia Smith, Conservation
International’s legal function
continues to support innovative
global projects and campaigns.
These have included the Carbon
Fund, the Critical Ecosystem
Partnership Fund and the Global
Conservation Fund. The team
actively supports the non-profit’s
extensive advocacy efforts with
the US Government.
The Environmental Protection Agency
Revenue: $33.80m
The US Environmental Protection Agency faces still opposition from
a wide range of commercial and lobbying bodies. Its technically
agile lawyers have defended multiple challenges to greenhouse gas
regulations over recent years, including actions by industry coalitions
before the Supreme Court. The legal team is also praised highly for
its defense against complex and wide-reaching opposition to the
Cross-State Air Pollution Rule from the nation’s energy sector. With
two decades’ worth of environmental experience, general counsel Avi
Garbow has served a long tenure with the government agency and
is a regular speaker on key issues. During this time he has provided
comprehensive support to wide-reaching initiatives, with complex legal
and policy implications.
17
sponsored by
The Museum of Modern Art (MoMA)
Revenue: $51.60m
Supporting the launch of internationally renowned exhibitions and
projects, MoMA’s legal team continues to support the cutting edge of
the nation’s arts scene. General counsel and secretary since 1998, Patty
Lipshutz has nearly 30 years’ experience across the profit and notfor-profit sectors, including time as senior vice president and GC at St
Luke’s-Roosevelt Hospital. Deputy general counsel Nancy Adelson and
associate general counsel Alexis Sandler are also highly recommended.
Over recent years Lipshutz’s experienced, full-service team has
supported the museum’s expansion and purchase of the American
Folk Museum building. It also handled 2009’s high-profile dispute over
ownership of the Picasso painting ‘Boy Leading a Horse’.
18
United Way of
New York City
Revenue: $80.66m
United Way of New York City’s
legal team continues to facilitate
a variety of initiatives, working
alongside government, corporate
partners and community-based
organizations to support lowincome New Yorkers. Headed
by general counsel Sunita
Subramanian, the team’s recent
projects included the Expanding
NYC Service Years project. Highly
experienced in the non-profit and
corporate world, Subramanian was
previously senior staff attorney
at Lawyers Alliance for New York,
providing full-service legal advice
to charitable organizations.
COMMERCIAL AND
PROFESSIONAL
SERVICES
19
sponsored by
AlliedBarton
The legal team at leading security services provider AlliedBarton has not only led significant internal
organizational change but has made a notable impact on the wider industry. In 2014, the team made
headlines with its strategic response to the Affordable Care Act. Meeting the Act head-on, the legal team
planned and led a benefits mitigation strategy that went on to inspire similar responses across the industry.
‘In our industry, employee compensation and benefit programs are a strategic issue because they are intrinsic to
a security provider’s value proposition’, general counsel David Buckman explains. ‘It was critical to us that we
continue to provide benefits while mitigating substantial cost pressures’. The team also played a ‘leading role’ in
the company’s response to national unionization trends by collaborating with leading security officer union
SEIU in efforts to protect both business interests and employees’ rights. Since his arrival at the company ten
years ago, Buckman has helped establish its human capital resource management function. Reporting directly
to the chairman and CEO, Buckman and his team are given responsibilities that stretch far beyond those of a
traditional legal function. Aside from legal and compliance matters, the legal team’s responsibilities include
labor relations, risk management and safety, and licensing. Buckman is also personally praised for his role in
the company’s successful “leadership brand” initiative, aiming, in the words of one private practice source ‘to
ensure exceptional and distinctive leadership at all levels of the organization’. ‘Our leadership philosophy is based
on the ideal that leaders have a responsibility to ensure the engagement and success of their team members’,
Buckman says. ‘We encourage self-development and participation in industry associations and external and
internal training opportunities. We recognize success and extra effort’. The legal team is also notable for the
scope it gives senior lawyers beyond the GC to shine in front of the board. ‘As leaders and effective executives,
AlliedBarton’s senior lawyers are trusted advisors to the executive team, and as a result are given a seat at the table
during strategic planning processes’, Buckman says. Deborah Pecci (in Buckman’s view, ‘our industry’s leading
expert on wage and hour law’) has pioneered defense-strategy in wage and hour class actions. Chairing
the Legal Forum of the National Association of Security Companies (NASCO) she has taken an active role
in industry training and discourse. As safety committee head, Mike Meehan has led several wide-reaching
initiatives to improve safety performance and instill ‘a safety culture and processes’. ‘Under Mike’s leadership, the
safety committee was re-energized and restructured into a center of innovation and business results’, according to
Buckman. As deputy GC and chief compliance officer, Nancy Peterson led the development of AlliedBarton’s
contract compliance procedure and is currently undertaking a similar overhaul of the company-wide
compliance program. The team has supported AlliedBarton in several ‘transformative’ deals, including the
acquisition of Initial Security and multiple changes of ownership, first of all to Blackstone and subsequently to
Wendel Group.
20
CONSUMER
DISCRETIONARY
21
sponsored by
Abercrombie & Fitch
Revenue: $4.10bn
The past two years have been transformative for Abercrombie & Fitch. The legal team, headed by awardwinning GC Robert Bostrom, has been ‘a constant port in the storm’ throughout sustained international
expansion and varied strategic challenges. The team has devised a sophisticated centralized compliance
function and revamped corporate governance standards. It has also participated in a cross-functional
initiative to build e-commerce relationships internationally. Operating as part of a global function, the US
team includes intellectual property head Reid Wilson and employment and retail operations specialist
Melinda McAfee, both named as GC Powerlist: US Rising Stars in 2014. The team is organized by expertise
rather than region, meaning all lawyers must combine a broad international awareness of legal issues with
a deep understanding of their specialisms. The Abercrombie & Fitch employment and health and safety unit
has gained particular recognition over recent years for its role in highly successful diversity initiatives across
the brand’s global retail arm. The company’s diversity & inclusion council is chaired by Bostrom. ‘Diversity and
inclusion are critical to the legal department and the company’, says Bostrom. ‘The department is aggressively
pursuing different avenues to increase, support and strengthen its diversity, and positively impact the company at
large through its diversity efforts’.
22
CONSUMER DISCRETIONARY
Brooklyn Nets
Revenue: $212m
Headed by chief legal officer and executive vice president of business
affairs Jeffrey Gewirtz, Brooklyn Nets’ six-strong legal team negotiated the
basketball team’s high-profile rebranding and relocation in 2012. As well as
being the Nets’ new home, the iconic Barclays Center is also New York’s first
new major sports and entertainment arena since 1968. The team’s work on
the project’s development phase featured in the Sports Business Journal.
Since the project’s completion, the legal team has divided its responsibilities
between the former ‘New Jersey Nets’’ daily legal and business affairs, and
managing ‘the most ambitious sports and entertainment venue in the country’.
‘The landmark 20-year Barclays Center facility naming rights alliance that
Gewirtz helped negotiate is the largest transaction of its kind in history’, in the
words of one source. The team has also led a number of major marketing
and sponsorship alliances. Award-winning legal head, Gerwitz is recognized
as one of the nation’s leading sports executives.
23
sponsored by
24
CBS Corporation
Revenue: $15.28bn
Comcast
Revenue: $64.66bn
Headed by senior executive vice
president and chief legal officer,
Larry Tu, CBS’s legal function has
supported some of the most
iconic national media projects of
recent history. Tu’s former roles
include NBC Entertainment’s
executive vice president and GC.
Spanning radio, local television,
film, advertising and social media,
the CBS portfolio includes the
most watched television network
in the US and one of the world’s
largest libraries of entertainment
content. Operating within a fastpaced environment, the legal
function contains some of the
leading media law experts in the
US who combine strong technical
expertise with exceptional
industry understanding. CBS
Corporation deputy general and
CBS Television general counsel,
Jonathan Anscell leads the
company’s content protection
program and has led best practice
procedure across the business,
He has specialist expertise in
anti-piracy, IP and employment.
With almost a decade’s prior
experience across Viacom and
Blockbuster, associate GC and
co-IP head Rebecca Borden is
highly regarded for her copyright
and trademark expertise. She
recently played a leading role in
the anti-piracy program for CBS’s
video content. Award-winning
IP co-head Naomi Waltman and
litigation specialist Anthony
Bongiorno are also highly
regarded.
Led by Arthur R Block, a legal veteran with over 35 years’ experience,
the legal department at Comcast is comprised of subject matter experts
from across all disciplines within the media and technology fields.
Driven by a passion to solve problems and a desire to position their
clients for success, the Pennsylvania-based team faces the challenging
task of providing full legal support to the largest broadcasting and
largest cable company in the world by revenue. Widely recognized for
its exceptional quality of service and collaborative culture, the legal
department supports the company’s operating activities across its
two major subsidiaries: NBC Universal and Comcast Cable. Comcast’s
legal team has played a central role in supporting the company’s
efforts to move into the technology sector. The team has worked on
the acquisition of This Media, an advertising insertion and scaled IP
video back-office systems company. Other deals are potentially on
their way and Comcast’s subsidiary, NBCUniversal is in talks to acquire
several ‘new media’ companies including Vice Media, BuzzFeed, Business
Insider and Vox Media. Comcast is currently facing an uncertain period
with changes to internet regulation being put forward by the Federal
Communications Commission (FCC) in 2015, preventing network
owners from discriminating against the different kinds of traffic that
runs over their networks. As a result of these ‘net neutrality’ laws, the
company is likely to depend even more on the legal team’s expertise.
GAP INC
Michelle Banksi
EVP, global general counsel, corporate i
secretary and chief compliance officer i
Gap Inci
Revenue: $16.15bn i
The iconic global clothing brand faces the same challenging environment as
many clothing retailers but its legal team is leading the way in many areas,
including talent development. We spoke to executive vice president and
global general counsel, Michelle Banks, to find out more.
W
e have about 115 people on the Gap Inc
global legal team, about 50 of whom are
attorneys; our department has a long tradition of
employing non-attorney professionals.
We have lawyers based out of our San Francisco
corporate headquarters, as well as in London, New
York, Shanghai and Tokyo. In North America, we are
primarily organized by legal practice area. Outside
North America, the team is made up mainly of legal
generalists supporting a particular business region
(China, Europe and Japan).
As global general counsel, I report directly to our
chief executive officer and sit on the CEO’s senior
leadership team. We’re centralized as a corporate
function and everyone reports up through me as
global general counsel. It has been that way for
a long time, but we do look at our structure
about every five years and just did so recently.
We considered whether it was time to embed
ourselves in the business or stay centralized. We
always come back to a centralized structure as
we feel it gives us both consistency and greater
leverage as some of our functions are very small.
We have five separate brands of varying sizes
(Athleta, Banana Republic, Gap, Intermix, and
Old Navy) and work across them pretty efficiently
from the center.
I think our legal team has most impacted the
strategic direction of Gap Inc via advising and
implementing our global growth. In the last few
years, we started a franchise business model and
expanded with company-owned stores in multiple
new countries - including China and Italy – currently,
we’re moving into Mexico. Legal has a major seat
at the table and we are involved from the very
beginning on any global expansion. We have a lot of
relevant expertise and can bring in helpful outside
advice where needed; some of what we advise on
is legal, but some of it is just how to do things right.
We play a value added role to the business; we focus
on their needs, and field a senior team against any
initiative where we are significantly growing in a
newer market.
25
sponsored by
I’ve been here for 16 years and we have a tradition of
long tenure in the Gap Inc legal department. What
makes this so are a couple of things: One is that legal
is truly a respected function within our company.
This is something people tell us who leave and go
elsewhere that compared to many other companies,
legal at Gap Inc is a very credible and respected
function. We do not have to fight for a voice. Ours is
also a very positive work environment with robust
many formal policies, practices and processes around
people, including annual succession planning,
defined competencies for success, and written career
paths. Our department mentoring program recruits
mentors from within legal but also from within the
broader business, so our team members are able to
develop skills such as business and financial acumen.
Senior legal leaders, including myself and our two
senior vice president and general counsels, Julie
‘We take a business approach to
the practice of law.’
HR practices, diversity and inclusion programs, and
pro bono and community service programs. That all
adds up to a place people like working because they
are appreciated and in a work environment people
find hard to leave without feeling they are giving
something up.
I have always viewed talent as our competitive
advantage and talent management and career
development are areas where we have adopted
many best practices. Every member of our legal
team has an individual development plan, holds
quarterly coaching meetings with their manager, and
has access to a variety of training programs within
our department and at the corporate level. We have
26
Gruber and Tom Lima, meet once or twice a year with
many team members who report to us indirectly,
we call these skip level meetings. That’s where
Tom, Julie and I get some of the best feedback and
suggestions about how things can be improved in
the department. For example, recently I had one of
these meetings with a mid-level attorney who told
me I sometimes come across as too scripted in our
quarterly all legal department meetings. So I’m now
looking into attending some smaller team meetings
where I can have more informal interactions and
answer questions in a more inviting forum.
Part of the challenge we have in terms of talent is
trying to ensure we stay current. A few years ago
GAP INC
we adopted a flexible working program we call
Legal Flex. We want to appeal to Millennials, so we
continually ask ourselves: are we modern enough?
One of the things we haven’t tried is an attorney
rotation program, so we are going to look at that
possibility next. Especially because we have really
long tenures in our department, we have to work to
keep things fresh.
In terms of our greatest achievement, it’s hard to
pick just one thing! Gap Inc. has been on Ethisphere’s
world’s most ethical company list every year since
they started the list due to our strong company
values and the strength of our compliance programs,
including our governance, integrity and privacy
programs that sit within the legal department. Over
the last few years, we’ve put a lot of focus and energy
into enhancing our data privacy and security, which
is critical as a global retailer.
We take a business approach to the practice of
law. When I came into my role, we didn’t have
a legal finance function, so we created one and
they have been critical to the success of initiatives
such as creating our law firm network, adopting
an outside counsel policy and e-billing system,
and updating our law firm engagement letters
to ensure we are getting the best deal for the
company. To further assist with getting the best
legal and financial value, we provide financial
training to team members both internally through
our Gap Inc law academy and externally via
mini-MBA programs for lawyers.
One important issue that legal finance identified
for us was that Gap Inc was using almost 400 law
firms globally – we buy legal services in almost
200 countries. We undertook a multi-year cross
department project to consolidate down to less
than 200 firms and created the Gap Inc Legal
Network. We continually work on ensuring we are
engaging the best firms for us and managing them
in the best way, for example, by putting better fee
structures in place. Our defined outside counsel
network helps us be efficient and fully leverage our
law firm relationships.
I think what makes a great legal team is what we state
in our department mission: provide responsive, valueadded and cost-effective legal solutions globally, while
balancing risks and rewards. We rarely say “no” and are
therefore taken seriously when we do.
27
sponsored by
28
Major League
Baseball (MLB)
Revenue: $9bn
Major League
Soccer (MLS)
Revenue: $461m
National Football
League (NFL)
Revenue: $11.20bn
As counsel to one of the nation’s
best known sports’ organizations,
Major League Baseball’s legal
team is at the forefront of US
IP, media and technology law.
The department supported the
2015 launch of MLB’s At Bat
App in conjunction with Apple
TV, allowing two games to be
streamed simultaneously. It also
made headlines in 2012 with
its crackdown on counterfeit
merchandise during the World
Series. Headed up by longstanding senior vice president
and general counsel Ethan
Orlinsky, the organization’s
anti-counterfeiting team worked
closely with the police and US
immigration and security in one
of the largest operations of its
kind. The department has also
supported a long line of highprofile legal disputes involving
major figures in the sporting
world.
Led by Bill Ordower, senior vice
president and general counsel,
Major League Soccer’s legal
function is supporting the
organization through an exciting
period of its history. Managing
a diet of major marketing and
sponsorship transactions, the
function is playing a central role
in making the 20 year old league’s
mission to become one of the
best in the world by 2022 a reality.
MLS is currently in talks over the
possible launch of an Anglo-US
tournament with the Premier
League. Other significant projects
have included the relaunch of
MLSsoccer.com, the League’s
2010 expansion to Philadelphia,
followed by Portland and
Vancouver in 2011 and Montreal
in 2012. The legal department is
also supporting ongoing efforts
to finalize David Beckham’s
anticipated franchise with the
league. A seasoned industry
professional, Ordower was
behind the League’s innovative
Substance Abuse and Behavioral
Health Program, and previously
worked with tennis and basketball
agents at ProServ. Vice president
Dimitrios Efstathiou and senior
counsel Guiselle Torres are also
highly recommended.
2015 has been an important one
for the National Football League
(NFL) and its legal team. Led by
senior vice president and chief
litigation officer Anastasia Danias,
the legal team oversaw successes
in Dryer v NFL and related cases.
The high-profile right of publicity
cases was originally brought in 2009
by retired players over the NFL’s
use of old game action footage
in television broadcasts. The legal
team suggested authorizing NFL’s
activities while creating a licensing
agency protecting future rights and
establishing a $42m Greater Good
Fund supporting wellness programs
for those affected. In October 2014
the District of Minnesota awarded
the NFL summary judgment after
the plaintiffs rejected the settlement,
and in May 2015 the Eighth Circuit
of Appeals finally approved the
settlement. The ‘innovative’ structure
put forward was, in the view of one
source, ‘instrumental in resolving the
class action’. The NFL’s legal team also
made news in a separate case for a
settlement agreed with over 4,500
retired players who had suffered
concussion-related trauma during
their playing days. The $900m
settlement includes significant
compensation over the next 65
years to more than 20,000 retired
players and provides baseline testing
for potential brain impairment,
counselling and treatment. District
Court Judge (Philadelphia) Anita
Brody, called the settlement ‘fair,
reasonable and adequate’.
Neiman Marcus
Revenue: $4.80bn
‘The team’s greatest achievements internally are positive working
relationships, good response time and communication’, says Neiman
Marcus legal head and ‘top-notch lawyer’, Tracy Preston. ‘These develop
relationships of trust and confidence with our business clients in all areas of
the company’. Neiman Marcus’ ‘smart’ and ‘diversely talented’ ten-strong
US legal function has been kept busy over recent years, supporting
the luxury fashion retailer through sustained international growth,
including significant strategic transactions. These have included:
the company’s high-profile $6bn sale to funds managed by Ares
Management and the Canada Pension Plan Investment Board in 2013;
the purchase of Munich-based MyTheresa and the 2014 divestiture of a
strategic investment in China. ‘One of the biggest challenges our team has
faced was running a dual track of selling the company and an IPO process
in 2013’, Preston says. ‘Additionally, our team has faced transitioning the
new ownership of the company, new leadership within the company, and
the ever-changing legal landscape, especially in luxury e-commerce and
technology’. ‘Dynamic and accomplished’, Preston is a respected figure
in her own right, having won Dallas Business Journal’s “2015 Women in
Business” award. ‘Dedicated, methodical and pragmatic’, she is known for
her strong commercial focus and results-driven approach. With previous
roles including Levi Strauss’ chief compliance officer and chief counsel
and Orrick, Herrington & Sutcliffe partner, she has proven her worth as a
lawyer and industry expert. Split across specialist streams, covering both
legal and compliance, her team reports directly to the chief operating
and chief financial officers. The legal team’s role in making business
decisions is demonstrated by Preston’s membership of the senior
executive management team. ‘On both the micro and macro levels, the
legal department impacts and guides the strategic plans of the company’,
Preston says. ‘From individual consulting on a specific issue affecting one
department to an all-hands-on approach of a company-wide initiative,
such as the sale of the company, our department exemplifies true legal
partnership with the business’. When it comes to developing her team,
Preston believes things need to be viewed from both ‘individual and
team perspectives’, trying to work to individuals’ strengths and interests,
while ensuring overall accountability and ‘transparency’.
29
sponsored by
30
Nike
Revenue: $27.80bn
PepsiCo
Revenue: $66.70bn
Nike’s legal team, led by Hilary Krane, supports one of the world’s
largest and best known athletic shoes and apparel brands, with over
700 shops and offices in 46 countries. The team engages with nearly
every business group within Nike and its subsidiaries and is segmented
by legal subject matter areas, including intellectual property, corporate
governance, employment, litigation, business services, brand services
and sports marketing. With a good mix of generalists and specialists
who embody the company’s broader vision, the team proactively
participate in the development of the long term strategic direction of
the company. Nike’s legal team is able to provide concise advice while
adding clear commercial value to the business and is described as the
‘offensive line’ of the company: ‘while it doesn’t score the touchdowns, it
does the work that make victories possible’. The past few years have seen
the legal department work through a number of complicated issues
ranging from intellectual property to ethics and compliance-related
work to complex international litigation. 2015 has been a busy year
for the legal team, with the company involved in three major legal
struggles: a dispute over a copyright concerning its iconic “Jumpman”
logo, a dispute between Nike and adidas with respect to a patent for
knitted running shoes and a lawsuit against three former employees
accused of taking trade secrets to a competitor. In handling these and
other matters the legal team has proved itself to be a core part of Nike’s
identity and values.
Set apart by its superior corporate
governance program, global food
and beverages leader PepsiCo’s US
legal function supports 22 brands
across 200 territories. Heading
up the worldwide function, the
national team also manages
government affairs, global
compliance and the PepsiCo
foundation. At the helm of the
cross-functional department
since 2014, ‘world-class’ general
counsel Tony West works closely
with the CEO on the executive
team, cementing the legal team’s
wide-reaching influence across
the business. West has strong
credentials for the task, having
previously served as the United
States Department of Justice’s
associate attorney general. As
a result, he is well placed to
lead up the team’s considerable
involvement in PepsiCo’s
governance and public policy
activities.
Pernod Ricard
Revenue: $9.67bn
‘Brian Chevlin, general counsel at Pernod Ricard USA, has created a new
in-house legal department that is more commercial and responsive to the
needs of the business’, says one private practice lawyer. Pernod Ricard’s
national legal team has impressed with its cost-saving measures, such
as the ‘sophisticated’ use of discovery vendors. It also excelled in its
management of the company’s 2014 victory in a trademark dispute
with a Russian-controlled entity concerning Stolichnaya vodka. Audrey
Yayon-Dauvet, vice president of legal & public affairs is particularly
recommended, with strong technical experience including complex
contractual and IP issues. ‘Audrey’s logically forceful yet nuanced approach
to negotiating tends to win the day’, in the view of one private practice
observer.
31
sponsored by
32
PulteGroup
Revenue: $5.68bn
Starbucks
Revenue: $16.40bn
With operations in 29 states, the Pulte Group is one of the largest
homebuilders in the US. In spite of Pulte Group’s size and significance,
the legal team manages to keep on top of a large workload with fewer
than 20 lawyers. The legal team recently introduced an enterprise risk
management program to facilitate continued risk assessment and
reporting, ensuring all staff have a clear picture of the key business risks
the company is facing. The legal department has made further efforts to
reduce the legal risk Pulte Group faces by introducing a law department
dashboard. Described as ‘Cliff Notes for all of the business’s legal matters’,
this one-page snapshot of legal issues is sent quarterly to each
business unit, highlighting pressing issues, legal fees spent, insured
and uninsured claims, and the top ten loss recoveries. General counsel
Steven Cook is known for his commitment to his team’s personal
development and encourages senior attorneys to shadow key business
leaders and learn more about Pulte Group’s commercial drivers.
According to the company’s Gallup scores measuring staff satisfaction
and the extent to which direct reports feel they have the right tools
for professional development, Cook is himself among the top leaders
in the company. The legal team has also achieved notable results in its
management of external counsel and hosts an annual law summit that
allows firms to familiarize themselves with the issues Pulte Group is
facing. Underscoring Cook’s commitment to promoting diversity, the
forthcoming summit will present an award to the firm that has placed
the greatest emphasis on the issue over the past 12 months.
The global law and corporate
affairs department at Starbucks
is made up of over 210 personnel
in 16 offices around the world
covering both legal affairs
and compliance. According to
general counsel Lucy Lee Helm,
what makes Starbucks a great
employer is ‘providing inspiring
and challenging work. Having a
clear mission and values and living
up to them. Having leaders who
lead by example, with integrity,
clarity, authenticity and purpose.
Embracing diversity and inclusion.
Having strategies for the future
that encourage both excellent
performance and leading “through
the lens of humanity.”’ What
makes the legal team and its
general counsel tick is knowing
everything about the company
not just legal issues. ‘This company
is so relationship-based that
people are very willing to take the
time to teach you and immerse
you in what they do,’ according
to Helm. The legal team has a
long standing commitment to
diversity and inclusion and each
year surveys outside counsel on
their commitment to this and
rewards the firm which it feels is
making the most progress for it’s
Excellence in Diversity Award.
The New York Times
Revenue: $1.58bn
Supporting one of the nation’s top daily papers, The New York Times legal
team has been at the centre of some of the defining copyright, defamation
and privacy cases in American legal history. With the largest print circulation
of any US paper the publication has seen consistent growth and retains
a substantial global reach. Amongst its ranks the legal team has some of
the top media lawyers in the country. Operating at the heart of executive
decision-making, general counsel Kenneth Richieri joined the paper as legal
counsel in 1983, rising through the ranks to reach his current role in 2006.
33
sponsored by
The Walt Disney
Company
Revenue: $48.81bn
Walt Disney’s US team is at the epicenter of legal support for a colossal
and expanding global empire. Routinely supporting momentous deals
and first-of-its-kind litigation, the team is particularly known for its
effectiveness in trademark and copyright disputes, recently winning a
Second Circuit appeal allowing it to buy the Tinkerbell trademark. The
team has also supported development of some of the world’s largest
theme parks, including the planned 16-acre Star Wars Land and an
11-acre Toy Story Land at its Hollywood studio. Set to take several years
to complete, it will be the complex’s largest-ever overhaul in its 44-year
history. General counsel and executive vice president Alan Braverman
has two decades’ worth of experience, appointed its global legal head in
2003. Formerly ABC’s general counsel before the broadcast group was
purchased by Disney in 1996, he is a veteran lawyer within the industry.
In addition to his broad-based experience of corporate and litigation
work, Braverman has a strong track record in government relations
work.
34
TiVo
Revenue: $406m
‘TiVo’s litigation successes provide
an extremely rare example of a
legal department playing such
a critical role in the company’s
success’, says one market observer.
The eight-strong legal team has
been instrumental to major deals
with the likes of AT&T, Verizon
and Dish and handled gamechanging patent litigation with
DVR technology. The department
spearheaded an initiative which
brought about a complex
$490m settlement with Google/
Motorola and Cisco, including
cross licenses to all parties’ sizeable
patent portfolios. The team has
supported a run of significant
transactions, including TiVo’s
acquisition and integration of
Digitalsmiths, TRA and Zinctv.
It has also helped establish an
off-shore development center
and negotiated new agreements
for TiVo products and services to
be distributed by multichannel
operators worldwide. The latter
included an undertaking to build
an internet protocol television
system for Sweden’s largest cable
operator, Con-Hem. Internally, the
function has employed a variety
of alternative fee arrangements
to manage outside counsel costs.
It has also made wide use of
technology, with measures such
as electronic billing and contract
management software and online
compliance training. The team’s
cross-functional approach ensures
all lawyers have broad experience
and are actively involved in wider
business operations.
Tribune Media
Tribune Media Company’s recent performance is due in no small part
to executive vice president and general counsel, Edward Lazarus.
The company emerged from bankruptcy at the end of 2012 and has
since become a new success story in the US media and entertainment
sector. The Tribune in-house legal team has helped to develop the
company’s media portfolio by overseeing a number of transformative
transactions. Just a year after exiting bankruptcy, Tribune completed a
$2.8bn acquisition of Local TV Holdings to create the largest combined
independent broadcast group and content creator in the US. In January
2014, Tribune completed the acquisition of Gracenote, a global leader
in digital entertainment data. This has helped Tribune Digital Ventures
to expand into new growth areas, including streaming music services,
mobile devices and automotive infotainment. In August 2014, Tribune
completed the spin-off of assets and liabilities related to its principal
publishing operations by distributing shares in the Tribune Publishing
Company to Tribune’s stockholders. This move was designed to give the
publishing business, whose titles include the Los Angeles Times and
the Chicago Tribune, greater financial and operational control, helping
it to deal with a rapidly changing newspaper marketplace. These
market-leading transactions would not have been possible without the
leadership and expertise of the Tribune legal team.
Wendy’s
Revenue: $2.06bn
‘Lead contributor, thought partner,
consensus-builder and negotiator
for Wendy’s growth initiatives’, the
fast food brand’s legal function
has supported significant financial
restructuring, international
transactions and large-scale
marketing initiatives. The function
has focused on promoting greater
engagement with the business,
and sources interviewed point
to the high respect it has earned
at board-level. The team is a ‘role
model in terms of Wendy’s values:
getting things done in the right
way; taking accountability; raising
the bar on performance’. Senior
vice president, GC and secretary
Scott Toop has extensive sector
experience, with previous roles
including GC to Yum! Brands
and KFC. Associate GC and GC
Powerlist: US Rising Star Dana
Klein sits on the executive board
and has supported a number of
transactions, including the Tim
Hortons’ merger and its IPO and
2006 spin-off.
35
sponsored by
Wal-Mart Stores
Revenue: $485.65bn
Wal-Mart’s legal department is founded on the same everyday low cost
philosophy as the rest of the company. The legal team now operates
as part of the company’s global governance, which unties compliance,
legal, global investigations, security, aviation, travel and ethics in one
function. This was in part a response to the issues the company had
faced in regards to investigations of corruption in its Mexican subsidiary.
Merging the compliance, ethics, investigations and legal represented a
major shift for the company, which previously had different reporting
tracks for each office. Diversity has long been a focus for the legal team
both internally and externally. About ten years ago, the department
started a concerted focus on diversity and broadening the recruitment
of diverse candidates both internally and with external counsel.
Tactics included increasing compensation for lawyers to attract the
best candidates and putting women and minority lawyers on outside
leadership training programmes. The team also provides a wide range
of programmes designed to increase retention amongst its in-house
legal team including rotations throughout different areas of the legal
department and to the business and foreign exchange programmes
where lawyers can spend time in another jurisdiction.
36
CONSUMER STAPLES
37
sponsored by
AB InBevi
Revenue: $47.06bni
The 2008 merger of Anheuser-Busch with InBev created the world’s largest
drinks company. Dual listed on Euronext and the New York Stock Exchange
some of the company’s corporate functions are now based in New York
including part of the legal team. Globally, legal numbers 226 lawyers and
180 corporate affairs professionals in seven different geographies. We met
with Sabine Chalmers, chief legal and corporate affairs officer and global
legal VP, commercial and M&A, Lucas Lira to discuss the unique brew of this
driven legal team.
What is the basic structure of the legal team and
how does it report into the broader business
function?
management team. And in all the regions, the heads
of legal are also on the business management
committees.
Chalmers: It is a global function and, by and large,
with some idiosyncrasies based on the fact that
we have some subsidiaries that are publicly listed,
all the lawyers report on a global basis solid line
into me as the chief legal officer, with then dotted
line relationships to the business heads. We have a
combination of a corporate structure and then six
regions (which we call zones), and in each of the
regions there is a regional general counsel who
reports to me solid line then dotted line reporting
relationship with the zone president.
We also have what you’d call a combined function.
So I have responsibility for legal and corporate
affairs – and corporate affairs is communications,
government and corporate social responsibility. In
virtually all the zones now, the head of legal is also
head of corporate affairs. We have a lot of movement
between the two disciplines, which is great for career
development.
We have a legal presence on every key decision
making table within the organization. I attend
the board meetings, I’m secretary to the board of
directors, I report to the CEO, I’m on the executive
38
Lira: On the corporate side, I would divide it into five
‘buckets’. First, we are responsible for legal advice to
global sales and global marketing organizations. That
includes anything from our global sales initiatives
that are owned by our global sales team in terms of
off trade, on trade initiatives – specific projects that
we want to develop here and roll out globally. New
AB INBEV
ways of going to market. When it comes to global
marketing, we have a global innovation team. They
have innovation projects around, for example,
liquid or packaging development, and we support
them in that capacity.
Bucket two is on the finance side. So anything
related to M&A transactions that we’re involved
in at the global level – we’re involved in and
lead the legal work on that front; treasury, with
our derivative transactions, corporate issuances,
banking relationships; then you have all the
compliance work with respect to disclosure – we’re
a public company in Belgium, we’re listed on the
NYSE, and with that comes a whole host of issues
around public disclosure and compliance, so that’s
also supported out of my team. That encompasses
most of the finance work.
Bucket three is intellectual property– our
trademarks and patents around the world –
sponsorship or copyright issues.
Sabine Chalmersi
Chief legal and corporate i
affairs officer i
AB InBevi
Bucket four is competition law, which goes hand in
hand with supporting the global sales team, and is
part of M&A work when antitrust issues are part of
a transaction.
Bucket five is contractual work. We have a
global procurement office which handles a
significant portion of our purchasing globally
and we provide support to them when it comes
to contracts in IT, for instance, in global functions;
sponsorship contracts that the marketing team
may undertake at the global level – we get
involved.
39
sponsored by
What are the ways in which the legal team has
most impacted the strategic direction of the
company?
Chalmers: When it comes to the strategy of the
company, there are some key global trends which
are very much impacting our industry. We brew beer
and sell a lot of it, we pay a meaningful amount of
taxes, and compliance and ethics are always high
on our agenda given our leadership in the industry.
Therefore the legal function sits at heart of ensuring
that the company not only continues to grow but
grows in the right way and maintains its reputation.
much loved product that we can market and sell, and
that we’re doing the right things in terms of how we
market and sell to young people, how we promote
corporate social responsibility around drinking and
driving and how we ensure that we’re taxed fairly.
We want to be the best beer company, bringing
people together for a better world, positioning beer as
part of a healthy lifestyle and maintaining profitability
through corporate taxation and regulation. We’re a
very disciplined company in terms of metrics and
bonuses; we have targets whereby we measure how
the function is helping the company achieve that.
‘The legal function sits at heart of
ensuring that the company not only
continues to grow but grows in right
way and maintains its reputation.’
If I were to talk about three areas where we have
either been leading or partnering very strongly with
other functions, part of managing these risks and
continuing to grow, they would be definitely partners
in the M&A story, especially managing antitrust,
which has been some of the biggest challenges.
The second piece has been the establishment of a
world-class global compliance programme, and the
work we’ve had to do around the FCPA, antitrust
compliance, in the many places in where we operate.
The third piece interacts with the corporate affairs
hat; ensuring that beer continues to be seen as a
40
What makes the legal team at ABInBev a great
place to work?
Chalmers: I’ve been here almost 11 years. I joined
from Diageo, where I was for 12 years. I often feel I’m
in the best legal job in the world! It’s a very global
company, which from a personal perspective is very
important to me. The fact that we operate in so many
different countries and we have so many different
nationalities working together to achieve something
is fantastic. In the function, we are very committed to
growing local talent. There’s lots of diversity.
The quality of the work is incredible. There are no two
AB INBEV
days the same. Because we’re a very un-hierarchical
organization, no matter how junior you are or
how senior, you are all doing exciting stuff
together.
The culture of the organization is very strong and
unique. It’s very polarizing in some ways – it’s an
ownership culture. We’re not employees, we all own
the business together. All in! As a result of that, we’re
very driven and ambitious – but ambitious to create
something big for everyone. It’s very fast moving, it’s
cool.
Lira: For me, number one is the people, the team.
One of the things that I constantly repeat when I
interview people and they ask me why I’m here,
it’s in addition to doing work that I like and that’s
challenging, is that I work with people I respect and
admire, and who challenge me and expect me to
challenge them back. I really like that concept, it
ties into the culture, which is the second big plus, of
being an owner at ABI.
When the culture clicks with you personally, then
it is a blast. I’m in eleventh year at ABI as well. What
drives me is the people, and creating this team. I like
the concept of attracting, retaining and employing
people that you genuinely believe have the potential
to be better than you. It’s easier said than done, but
it’s exciting. It puts pressure on you as a leader to
look for the best possible team. We’ve learnt time
and time again that the better the people, the more
they deliver. I also like the global aspect as well.
How do you choose people for the team and how
do you manage talent within your team?
Chalmers: One of huge advantages of the way the
company has grown and that we’re a huge global
player now is that we have the ability to attract really
great people. We see that with the legal team and
corporate affairs. We run a very serious, across the
41
sponsored by
company, global management trainee programme,
we put a lot of effort into recruiting MBAs from the
top universities; we get a lot of good resumes. The
focus then in the interviews is, is the cultural fit and
cultural embracement going to be right? That’s super
important.
First thing I’d say is, it’s a led-by-people team. We
do run a very disciplined organization and people
review within functions, within regions, within
business units. At the executive board table we will
once a year have all-day two-day meetings for each
of those groups whereby we review all the talent
in the organization. That process links into a very
disciplined 360 feedback process. You’ll get a detailed
report back and sit with your line manager, and talk
about how you’re doing, your aspirations and next
steps. And it’s a two way conversation. I do this with
the CEO; what can he do better? People will, as part
42
of process, be rated with an emphasis on – especially
for the top talents – trying to move them through
the organization with the right experiences, keeping
them challenged. Lucas is a fantastic example of
someone who has lived and really progressed and
benefited through that process. He started in legal
then has done a ton of different things.
Lucas: What drove the opportunities I was given
over the last 11 years was a concept that’s at the core
of our culture, which is give people challenges. If I
were to summarize how we develop talent, I think
it’s give people bold challenges to go after, develop
and deliver, and push them out of their comfort
zones. I spent six years in the legal team in Brazil; I
managed the legal team out of Brazil in our Hispanic/
Latin American operations. In ABI it’s important to
have a consistent track record of delivering, and if
you deliver, the chances are you’ll get newer, bigger
AB INBEV
challenges. After six years I was given a chance to
run a supply chain related project for our Brazilian
operations; for me that was an enormous move out
of my comfort zone and out of the function. I led that
project for a year then I was given a new opportunity
in the finance function, so I moved and became
AmBev’s (our Brazilian subsidiary) head of investor
relations. The same concept –deliver more often
than not, and new opportunities should arise. After
Sabine: I would add that, if teams get into siloed
mentality, there’s an active call from the CEO to
change that. We need people who’ll function as an
owner, not just a lawyer.
Lucas: Technical expertise is important – we are
lawyers, after all! But trust is important, ownership
is important. Our business partners see us as part of
the decisions, there’s no silo.
‘Every year the bar is going to go
up – and we like that. It’s how we’re
wired.’
two years as head of investor relations for AmBev,
an opportunity came up in New York in the finance
M&A team, then in July this year Sabine called me
back into the global legal team. You have to have
cultural alignment and you have to deliver, and if you
have these two things, chances are big, audacious
opportunities are going to come. Every year the bar
is going to go up – and we like that. It’s how we’re
wired.
Ownership is a key component of the culture. If you
take it to heart, and you’re in a meeting with your
client, your partner, he’s an owner as much as you
are. So when it comes to decision making, you’re in it
together. We’re going to make a decision that is best
for the business, we’ll take it together – we all live
with the onus and the bonus. It’s exhilarating, but
it takes a different mindset. You have to like taking
decisions.
Sabine: Virtually all of our senior people’s personal
wealth is in the company – they believe so strongly in
the future of the company.
What are the team’s greatest achievements, either
internally or externally?
Sabine: Clearly our role on a lot of the M&A
transactions. All of them that you have read about
have been critical. We have been at the forefront
of some big litigation wins and antitrust and other
settlements in virtually all our regions. I really
think the work we have done on our compliance
programme, particularly over the last two years,
has been really good. Then finally the work that
we’ve done around the organization really taking
reputation seriously, what we have to do make
beer part of a healthy lifestyle, the corporate social
responsibility programme.
43
sponsored by
Lucas: During my six years in Brazil, we were really
able to help the AmBev team there on its M&A agenda
throughout Latin America. Also, when it came to
litigation, particularly on antitrust, given our leadership
positions in many markets, antitrust comes along with
it: we need to make sure we are implementing our
commercial strategy in the right way. That was a key
deliverable the team did a great job at. Compliance
as well; FCPA compliance. When I was in legal in
AmBev was when we started to increase focus on the
compliance agenda. And reputation – AmBev is one of
Lucas: A challenge that is really hard but is really
exciting is keep finding the right people with the
right profile, the potential, who can be better than
us. We’ve got a great problem with our brand, our
leadership – to keep growing, to keep getting better.
We need smart people who think differently, who’ll
challenge us. We have much more to do so we need
people better than us to get there.
Sabine: From a management perspective, one of
the greatest challenges and satisfactions is when
‘We have 10 principles and number
10 – last but not least – is we don’t
take shortcuts. We’re gatekeepers
of that principle.’
Brazil’s largest companies and is very well respected.
I see the corporate affairs and the legal function as
the gatekeeper of reputation. We have ten principles
and number ten – last but not least – is we don’t take
shortcuts. We’re gatekeepers of that principle.
What has been the biggest challenge the team
has faced?
Sabine: The same as some of our biggest
achievements! On personal level, my most stressful
times are when we have being trying to get a deal
through or waiting for the decision on a really big
piece of litigation.
44
we have our two-day meeting, I have to get up
and present on the whole team and key players.
For me there is great satisfaction when there is
recognition, including from the CEO, that not only
are these people you’ve talked about great, but
we’d love to put them in this position outside of
legal.
For a legal perspective, I’m fortunate there are people
such as Lucas who can play not just in legal but in
finance, sales, M&A. But also there are lawyers who
just love being lawyers, who love their specialty –
which is great – and who may not be mobile to move
jurisdictions. So how within that do you keep them
AB INBEV
engaged, challenged, working on new and exciting
things?
What in your opinion are the ingredients for a
great legal team?
Sabine: Having a group of people who are not just
great lawyers, but love the brands and the business
and love the people they work with, and most
importantly buy into the culture and are recognized
for that by the rest of the business. It is very
And the final piece that is relevant for me because
of my background – I’m half-Indian, half-German,
and grew up all over the world – I think a great
legal team is diverse. Not just gender but culturally,
intellectually, nationally; that best sets you up for
competing in the modern world. Our legal team is
diverse. That helps us move forward.
Lucas: I joined from a New York law firm and
needed to go back to Brazil, so from a very different
environment and culture. When I joined, the concept
‘Having a group of people who are
not just great lawyers, but love the
brands and the business and love the
people they work with.’
important for lawyers to not only have but maintain
the seats they have at every table. I have the privilege
of going to board meetings and I’m conscious I have
to earn that – our regional heads have to earn their
seats, by constantly showing that we are great and
adding value.
Also, a team which is showing that each generation is
better than the last, that you’re constantly recruiting
and appointing people who can be better. People
can often be very threatened by that concept, but it’s
actually liberating.
of having a dream was foreign to me, coming from
where I had come from, but over years I was amazed
at how powerful a dream can be – a dream that
people buy into. It engages people and gives them
a sense of shared direction. I think it’s important for
a legal team to have its own dream. When I started
again in legal, I spent time with my new team
developing our dream. First who – the people; then
what – the dream. Then dreams have to become KPIs,
then an action plan and deliverables (the “how”). This
was new to me, but I saw the power of it. Then the
wheel keeps turning and you dream again.
45
sponsored by
Kellogg’s
Revenue: $14.80bn
Kellogg’s’ US team stands out for its sophisticated corporate governance
framework and a proactive commercial approach. The control center of
all global legal support, the US team’s central role in business operations
radiates from the top down. Senior vice president, general counsel
and secretary, Gary Pilnick sits on the global leadership team and has
headed corporate development since 2004. Organized into specialist
global streams, US lawyers work closely with their counterparts
around the world to identify and tackle industry trends. At the same
time specialist support is dispersed across business lines to ensure
legal issues are considered at all stages of strategic planning. Publicly
recognized for its outstanding track record on equality, the Kellogg’s
diversity and inclusion framework includes eight employee resource
groups. Award-winning global employment head and GC Powerlist US
Rising Star, Norma Barnes-Euresti, is executive sponsor of company-wide
LGBT group, “K-Pride & Allies”.
46
ENERGY
47
sponsored by
FMC Technologies
Revenue: $7.13bn
The legal affairs of FMC Technologies, a leading provider of equipment
and services to the energy industry with 20,000 employees and
operations spread across 16 countries, are managed by a well-organized
and highly ambitious team of 12 lawyers based in Houston, Texas. The
team is led by senior vice president, general counsel, and corporate
secretary Dianne Ralston. With 20 years of combined legal, compliance
and contractual experience in the oil and gas industry, Ralston is
among the leading lawyers in her sector. Her team shares the vision
of being a working unit ‘committed to the success of FMC Technologies’,
rather than being merely a collection of lawyers. Among the most
successful and innovative in-house teams in the US, FMC Technologies’
legal department ‘punches far above its weight’ and is credited with
facilitating the company’s exponential growth with revenues rising from
$1.8bn to $7.5bn over the last 12 years. The team has demonstrated
exceptional leadership and innovation in this time, delivering value and
high performance year on year. Since Ralston’s appointment as general
counsel in January 2015, the team has navigated through a number of
big mandates, such as the signing of a frame agreement for technology
development with French energy producer Total, and several important
oil and gas deals in Asia.
48
ENERGY
Kinder Morgan
Revenue: $16.20m
Shell
Revenue: $421.11bn
Kinder Morgan is the largest energy infrastructure company in North
America with an enterprise value of $130bn. It owns and operates
approximately 84,000 miles of pipelines and 165 terminals. The legal team
is led by vice president and general counsel, David R. DeVeau. Last year
DeVeau and his team were called upon to help Kinder Morgan complete
the second largest energy deal in history, which established it as the
largest midstream energy company in North America. This transaction
involved the acquisition of the outstanding equity securities of Kinder
Morgan Energy Partners, L.P., Kinder Morgan Management, LLC and El
Paso Pipeline Partners, L.P. for approximately $76bn. The transaction
required the legal team to simultaneously orchestrate three public
company transactions while also handling significant finance, litigation,
corporate law and tax considerations. Completing such a deal in the
narrow timeframe allotted to the legal team is ‘unheard of even in a single
transaction, let alone three public company acquisitions occurring all at the
same time’. DeVeau describes his team’s role on this deal as a ‘microcosm
of their overall work’ for the company, showcasing the complexities of a
typical Kinder Morgan transaction. The deal was described by those who
have worked with DeVeau as ‘by far and away the most complex transaction
that any of the legal teams involved have ever worked on’.
Headed by general counsel
William Lowrey, Shell’s national
legal function continues to
support its biggest and most
high-profile projects and
transactions domestically
and internationally. As well
as successfully negotiating
US regulator-approval for the
proposed BG merger, the team
has supported all aspects of
its recently aborted arctic
exploration. Internally, the
function’s strategic partner
program has revolutionized law
firm instruction and internal
client service, focusing on quality,
cost-effectiveness and diversity.
With over 30 years’ experience
at the global oil and gas leader,
Lowrey is experienced in all facets
of exploration and production
and has supported some of the
landmark developments in the
company’s history.
49
sponsored by
Weatherford
International
Revenue: $14.90bn
Swiss-headquartered Weatherford International is one of the world’s
largest oil and natural gas service companies, with more than 50,000
employees in over 100 countries. Its ‘exceptional’ US team supports
extensive business product lines and plays a pivotal strategic role in the
regional business. It is headed by North American general counsel and
global litigation head Josh McMorrow, an ‘exceptionally fine manager
and mentor’, who combines commercial acumen with strong tactical
instincts in litigation. As well as supporting significant domestic and
cross-border disputes in the region, McMorrow and his team have
played a central role in supporting and formulating dispute resolution
procedures applied nationally and internationally. In this way, some
of its biggest achievements have been matters that were resolved
successfully without entering the public arena. In the wake of energy
prices’ sharp downturn, the team is working closely with other business
functions to support wide scale redundancies within the region,
announced in 2015.
50
Wood Group
Revenue: $7.60m
Headed by ‘superb general
counsel’ Martin McIntyre, Wood
Group’s global in-house team
continues to support its global
diversified energy business.
Working seamlessly with the
business in major cross-border
transactions, the legal function
is known for its superior
regulatory understanding across
the business’s core industries.
It is currently supporting the
early stages of the company’s
leadership of five new three-year
joint industry projects set to
complete in 2018. Drawing on its
substantial subsea experience,
Wood Group will be working with
oil and gas operators, contractors
and regulators to improve the
sector’s quality, safety and
competence.
FINANCIALS
51
sponsored by
AIG i
Revenue: $64.40bn i
Can lawyers do more to be strategically involved in
their companies?
The problem with any individual is that we look at
things through our own prism. If you’re a lawyer, you
will often look at things via the prism of a lawyer. But
if you’re put in a position where it’s recognised that
you have a lot more to add, then you can go beyond
being just a lawyer. In my case, the three CEOs were
very much putting me in a position of providing
strategic advice. To me, it was frankly a much more
comfortable role, because law is just one element of
a decision.
What changes have you made to the workings of
the legal department/your team during your time
in this role?
We’ve done a number of things. We had a Herculean
task when I got here – the biggest restructuring of
any company in the world. We paid the company
$23bn. We set up two separate businesses. One is
legal operations – the job was to take the legal
fees of the company and reduce them substantially.
With respect to law firms we use in claims, in FCR
and in my group – we saved hundreds of millions
of dollars. It was scientific and very competitive.
The second thing is we had a lot of people who,
during the crisis, helped cause the problems at AIG,
so we started an operation to rectify some of that.
Over the last few years, we have collected several
billion dollars in settlements at a cost of $15m, so
became quite profitable. That was a good business
decision!
52
Now we’re also trying to use analytics to streamline
the legal services so that the business people are able
to get a question answered much quicker. We have
drop down menus so if they have an issue they can
deal with it right away – wherever they happen to
be in the world. We’re trying to commoditize it on a
global basis. We’re trying to revolutionize the role of
in-house counsel and make it more efficient.
Hundreds of law firms work for us, and we’ve
developed a system for rating them – we use it for
internal people and now for outside firms. So there’s
a real meritocracy, it’s not simply the relationship
between the partner and a firm. None of us is able
to hire a lawyer unless it goes through the legal
operations. If I wanted to hire myself a lawyer who was
not on the approved list, even I would need approval.
Relationships are important, but the fruition of a
relationship has to be in performance.
Around 1300 people report to me; over 400 of those
are lawyers. They’re spread out all over the world.
I have a number of direct reports who are very
accomplished lawyers, who I meet with every other
week. I have constant communication with most of
them – they’re very talented, it’s having that next layer
which makes it a lot easier.
Do you have one achievement or highlight in your
career that you are particularly proud of?
I’m proud of the fact I was part of the team that paid
off the government $182bn. We’ve won a number of
pro-bono awards, and when I came here we didn’t
AIG
even have a pro-bono anything – so that was created
from scratch, and we’ve won all these awards. I feel
really good about that. We do a range of different
things. A good example is Becca Heller, who started
a programme to help people in Afghanistan and Iraq
who aided servicemen there so became targets for
helping Americans. She started a programme to help
these people come to US, as we had put them in
jeopardy in their own countries. I’m now on her
advisory committee, and that programme has saved
a number of peoples’ lives.
How do you think in-house counsel and their
teams can best add value to their organization?
I don’t think they look at us here as a cost centre. At
some points we were the biggest profit centre in the
company. You need to show the value to people. Even
though all the lawyers report to me, the fact is, if they
are not value added to their clients, that’s the litmus
paper test and they know that. They can’t be in an
ivory tower. Ultimately the client is the boss, they
must serve the client. By same token they must be
independent; if the client wants to do something
that’s not right, that’s the benefit of the independence
of the reporting relationship. But if they’re not
servicing the client well, I will know about that and
they won’t last long here.
So there is pressure to perform so that the businesses
don’t say they are cost centres. I like the Fram Oil Filter
commercial in which they say ‘you pay us now or you
pay us later’ – if you screw up on certain things, don’t
do them properly, you end up facing a big fine or a
class action suit. I think a lot of the big banks now
realise that.
Thomas Russo i
Executive vice president and general i
counsel legal, compliance, regulatory i
affairs and government affairs i
AIG (American International Group, Inc) i
53
sponsored by
54
American Express
Revenue: $35.90bn
BMO Financial Group
Revenue: $16.72bn
Card payment and global services
company American Express
has had a rollercoaster year of
transformational deals, high
profile law suits, and personnel
change. In 2014 Laureen Seeger
was appointed as executive vice
president and general counsel,
already being known as one of
most respected corporate counsel
in the US. Considered a gifted
legal strategist and litigator,
Seeger leads the company’s legal,
compliance and ethics, corporate
secretary and federal and state
government affairs functions.
The Amex legal team was central
to one of the most eye-catching
deals in recent corporate history:
last year’s spin-off of its businesstravel division. The legal team
led on the complex carve out
of global business travel service
assets and helped establish them
in a separate entity that will be
jointly run by American Express
and a Certares LP led consortium
including Qatar Holdings,
Macquarie Capital and funds
managed by BlackRock. With a
long-serving and experienced
team, the company has every
support to continue its innovative
operations across the globe.
‘A diverse group of smart, talented
lawyers who create innovative,
business-oriented decisions’, BMO’s
US team has raised the bar for
both compliance and diversity
within the industry, according to
sources. Executive vice president
and US general counsel Jeff Ellis
heads overall strategic leadership,
oversight and performance,
alongside chief legal officer of US
and personal banking Caroline
Tsai. A multiple-industry awardwinner, Tsai also co-chairs the
women’s leadership committee
of the Asian Pacific American Bar
Association. Senior counsel John
Vranicar recently drew attention
for leading a wide-reaching policy
and procedural review project
that touched nearly every line of
business. One of GC Powerlist’s
US Rising Star, ‘supremely talented
lawyer’ Andrew Karp has won
respect among internal clients
and external counsel alike, for his
role in advancing the institution’s
regulatory framework.
FINANCIALS
Bank of America Merrill Lynch
Revenue: $85.10bn
In supporting the activities of one of the most widely recognized financial
services companies around the world, the New York-based legal team at
Bank of America Merrill Lynch has to adapt to a volatile and ever-changing
industry. Composed of lawyers widely praised for their resilient and
innovative nature, the team has successfully navigated the company’s legal
activities through the ‘unchartered waters’ that followed the global financial
crisis in 2008. In the past seven years, the team has been plagued with an
unprecedented amount of litigation and legal claims. More recently, in 2014,
the team was commended for completing what is widely recognized as the
‘largest civil settlement with a single entity in US history’, a $16.6bn settlement
with the US Department of Justice. The bank agreed to pay a record sum
to resolve mortgage-backed securities allegations against its former and
current subsidiaries. The case marked a milestone in the US government’s
attempts to hold banks accountable for the financial crisis. This year, the
team has dealt a number of potentially damaging claims and continues to
act as a first line of defense in protecting Bank of America Merrill Lynch’s
reputation.
55
sponsored by
Centerbridge Partners
Revenue: $25bn
Focused on private equity and distressed investment, Centerbridge handles some of the world’s most
prominent pensions, endowments and sovereign wealth funds. GC and managing director Susanne Clark
plays a central role in business operations and is active in several industry groups. Clark promotes industry
engagement and proactivity amongst her team. With a motto of “thinking forward” her ‘department
emphasizes a high touch relationship with each other group at the firm and strategic eye on developments outside
the firm’. As a result, ‘we can rapidly bring thought leadership to our personnel, to the firm’s investors and outside
the firm as its representatives’. ‘As the firm’s chief legal officer, Clark has built the firm’s legal and compliance
department from the ground up’, says one private practice source. ‘Under her leadership it is recognized in the
industry as running a world-class, best-of-breed program’. The function helped redesign one fund to create
an innovative, tax-efficient structure which has been emulated within the wider industry. Centerbridge’s
multi-disciplinary team is also strongly focused on exemplary corporate governance. ‘First and foremost, we
embody an ethical and principled framework to guide behavior that is more than simply lawful’, Clark says. ‘It must
be prudent and fair. Transparent. And timely!’ Making extensive use of bespoke technology, the function has
developed a robust and advanced compliance framework. The function’s “think forward” brand has also drawn
notice outside the organization, Clark says. ‘Industry groups, other firms’ investors and even our trusted advisors
tell us often they look to us as source of best ideas and practices’.
56
FINANCIALS
Clayton Homes
Revenue: $30.76bn
Credit Suisse
Revenue: $26bn
Supporting the nation’s largest producer of manufactured homes,
modular homes, and mobile homes Clayton Homes’ nimble team stands
out for its work ethic and commercial understanding. Operating at the
heart of executive management, they are particularly praised for the
strong regulatory framework they have formed and their proactive
response to industry change. ‘They are extremely detail-oriented, are able
to see around the corner and anticipate the next significant legal issue, and
regularly look at the big picture and how rule changes fit in from a policy
standpoint’, in the view of one bystander. General counsel Tom Hodges,
previously recognized in GC Powerlist: US Rising Stars, represented
national trade association Manufactured Housing Institute at the US
House of Representatives’ subcommittees on financial institutions
and consumer credit. Having built the legal department from scratch,
he is particular praised for his role in implementing Dodd-Frank’s
requirements into company procedure. ‘The smart, cohesive, and businessminded team Tom has built speaks volumes of his leadership as well as the
skill of each of his team members’, says one private practice source.
The Credit Suisse legal team has
shown remarkable adaptability
in recent years by successfully
guiding the company through
a period of unprecedented
change in the banking industry.
The New York-based team
provides full legal support to
Credit Suisse’s North operations.
It is known in particular for
having expertly dealt with the
rapidly changing regulatory
framework for structured finance
and derivative products in the
US since the beginning of the
global financial crisis. Formed of
lawyers with excellent commercial
awareness and impressive ability
to efficiently manage legal spend,
the Credit Suisse legal department
has built a sterling reputation for
its capacity to integrate regulatory
and compliance risk over the
past few years. More recent cases
for the Credit Suisse legal team
include several lawsuits that date
back to the roots of the global
financial crisis. One important
case has been the recent $10bn
lawsuit by New York’s attorney
general for the sale of mortgagebacked securities in 2008.
57
sponsored by
Discover Financial Services
Revenue: $6.30bn
Widely recognized in the financial services industry for the exceptional quality of its legal advice, the
Discover Financial Services’ legal team received high praise from external nominators. The 40-strong
team is led by seasoned lawyer Kelly McNamara Corley and credited for being ‘lean, nimble and alert to
evolving issues and trends’. One of the secrets to Discover Financial Services’ success is Corley’s ability to
integrate a mix of experienced and rising lawyers while recruiting ambitiously from other companies.
This has allowed the team to reflect Discover Financial Services’ unique culture while remaining open
to fresh ideas and perspectives. Several superstar lawyers have been at the heart of Discover Financial
Services’ success in recent years. Corley’s right hand on many matters, deputy general counsel Nancy
Brooks, is credited for being ‘smart and efficient’. Direct in her approach, Brooks expects the same high
level of service from outside counsel. Brooks is known for her wide range of experience in a variety of
areas ranging from transactional matters to consumer issues. Former head of litigation and current head
of Discover Financial Services’ new center of excellence, David Oppenheim has been described as a ‘stellar
lawyer and highly effective leader’. Oppenheim has an exceptional legal acumen but leads with a ‘gentle
and quiet confidence’ that makes working with him a true pleasure for the rest of his team. The legal team
also features up-and-coming rising stars, namely Maya Hill and Lisa Ellis, who have played critical roles in
the resolution of recent disputes.
58
FINANCIALS
Depository Trust
& Clearing
Corporation (DTCC)
The Depository Trust & Clearing
Corporation is the premier posttrade market infrastructure for the
global financial services industry.
Headed by GC Powerlist-ranked
general counsel Larry Thompson,
corporate governance is key
within its in-house legal function,
which has been active in building
best-in-class diversity, ethics and
harassment policies. Thompson is
particularly praised for his efforts
to build positive relationships
with unions. The team also
leads interactions with global
regulators and policymakers.
DTCC’s recent advocacy on
advancing the G20 transparency
goals was a high profile example.
Thompson addressed a US House
of Representatives Committee on
the issues on the fifth anniversary
of the Dodd-Frank reforms in
summer 2015.
HCP
Revenue: $2.19m
HCP’s legal team has drawn
positive attention through the
leadership of its executive vice
president, chief administrative
officer and general counsel, Jim
Mercer. ‘Under Jim’s supervision,
the legal team has been seamlessly
intertwined within our business’,
said Lauralee Martin, president
and CEO of HCP. ‘The team’s ability
to execute complex real estate and
financial transactions and provide
strategic advice has contributed to
the company’s overall success.’ The
HCP legal team is also involved
in a significant amount of the
company’s other functional areas,
including financial disclosures,
corporate governance, human
resources, and the company’s
sustainability initiatives and
reporting.
59
sponsored by
Jones Lange LaSalle
Revenue: $4bn
The legal team at the property management company is co-ordinated globally via its legal executive group
which comprises leadership for each major region and its major business groups. Overall the team is 120
lawyers spread around 20 countries but with operations spread over 80 countries, lawyers will often take
responsibility for more locations than just their home base. Significant achievements for the legal team
include the development and implementation of its Ethics Everywhere programme, which provides joined
up thinking and training for ethics around all of the company’s global operations. A team of ethics officers,
who are generally also functioning as the regional general counsel, maintains the ethics code. Aspects of the
programme have included on investigations manual for the company, in person training programmes, banner
advertising and email campaigns. This focus is paying off as the company has been named one of the world’s
most ethical companies eight years in a row. General counsel Mark Ohringer promotes a culture of mutual
respect, democracy and giving the team control of their work and their lives. ‘We’re not very hierarchical,’
he explains, ‘anyone can call me or the rest of the leadership team at any time.’ But he explains its also about
empowering his employees, ‘we try and treat everyone like grown ups allowing them freedom over their time
management and making them continually feel like this is a place where they can still make an impact.’ The legal
team also creates opportunities for its lawyers to shape their own destiny as much as possible, ‘So if folks have
a project or something they want to do we try and take that into account as much as possible’, explains assistant
general counsel Kathryn “Rindy” Ditmars. The legal team has also created its “just in time” awards which are
monetary awards for good service to recognise instances where its lawyers go above and beyond.
60
FINANCIALS
US TEAMS
JPMORGAN CHASE & CO.
Revenue: $97.90bn
LIBERTY MUTUAL GROUP
Revenue: $38.50bn
JPMorgan Chase’s legal team has dealt with some of the most highprofile law suits of the past decade, helping to protect the company’s
interests while guiding it through an increasingly challenging regulatory
landscape. The bank’s long-serving and phenomenally successful general
counsel, Stephen Cutler, moved to become vice chairman and senior
adviser to the chief executive in July 2015, underscoring the extent to
which the JPMorgan Chase legal team is viewed as a ‘trusted advisor’ to
the business. He will be replaced by Stacey Friedman, who currently sits
as general counsel of JPMorgan Corporate & Investment Bank. Just as
central to the organization’s success has been JPMorgan Chase’s litigation
department, headed by Jill Centella. The litigation department works
closely with the bank’s other legal teams to resolve some of the biggest
problems facing the bank, whether in the form of disputes with private
litigants or investigations and enforcement actions by regulators and
other government entities. The Chase consumer bank legal team, led by
Stephen Simcock, handles legal matters for a wide range of products and
services, from private wealth to auto loans and mortgages. The 550-strong
consumer legal team has also been a prominent supporter of the bank’s
ReEntry program, which offers a paid internship and mentorship program
to help those who left the financial services industry in order to care for
children or parents return to work. The program is led by Julie Lepri, senior
vice president and general counsel of consumer banking and operations &
controls.
The legal department at Liberty
Mutual, one of the largest property
and casualty insurance companies
in the US, is well known for its
commitment to pro bono work.
Run by senior corporate counsel
Kathleen McGrath, the Liberty
Mutual pro bono program provides
free legal services to a number of
charitable causes and community
outreach initiatives. The pro
bono program has now been in
operation for over 20 years and
has helped serve, among others,
the homeless, those in low income
housing, and victims of domestic
abuse in the Boston. It also offers
an afterschool legal education
program for school children. The
legal team is led by James Kelleher,
senior vice president and chief
legal officer. Kelleher has been with
the company for more than 20
years and excels in litigation and
corporate and commercial matters.
Liberty Mutual has recently
inaugurated a professorship at the
University of Boston – the Liberty
Mutual Insurance Professor of Law
– with a $3.1m endowment. This is
a further sign of the commitment
the legal team and wider company
have made to using law to promote
the public good.
61
sponsored by
Peter Beshari
Executive vice president and general counseli
Marsh & McLennan Companiesi
Revenue: $13bni
Peter Beshar, executive vice president and general counsel tells us about
what makes a successful in-house lawyer and in-house legal team.
Would you please tell us about how your group is
structured?
Jeff Rosier, has taken the lead in expanding our
relationships with state government officials.
With pleasure. I have the privilege of leading the
legal, communications, government relations
and risk management departments at Marsh &
McLennan. Earlier this year, we made the decision to
call the group - The legal & public affairs department.
I wanted to signal to the department that each
lawyer should have the opportunity to engage on
policy and reputational issues that may extend
beyond the boundaries of a traditional in-house legal
department.
What does success look like for an in-house
lawyer?
What is the size of the legal and public affairs
department?
We have 225 members of the department, including
150 lawyers. The bringing together of legal,
communications and government relations has also
created wonderful career development opportunities.
Last year, we took a lawyer in the Mercer organization,
Goedele van der Linden, and appointed her as
our new head of government relations in Brussels.
She has been outstanding in the role. Our senior
Marsh lawyer in Brazil, Daniela Frangioni, was
recently appointed to the additional role of head of
government relations in the region and added to
our management’s executive committee in Brazil.
Our deputy chief employment lawyer in New York,
62
The goal for everyone, myself included, is to be a
strategic adviser. To serve in that role, you need
good judgment. In addition, I encourage all of my
colleagues, and also strive myself, to develop three
core substantive skills.
1. Communication skills. Business leaders
and executives in general tend to be over
scheduled. Accordingly, when you have their
attention, you need to be able to deliver
your message crisply and succinctly.
2. Project management skills – most lawyers
are not trained in project management.
Yet, this is a crucial skill in large institutions.
Time and again, management teams
identify an important initiative and look
for the individual who can lead the project
to completion. To map out a project plan.
Develop a timetable. Exhibit the emotional
intelligence needed to persuade 100 people
or 10,000 employees to help implement the
initiative. There are various approaches that
range from six sigma to ‘lean’ to continuous
MARSH & MCLENNEN COMPANIES
US TEAMS
improvement. We operate on the premise
that every single aspect of our operations
can be improved. A current focus for us is
our management of the client contracting
process. Roughly 100,000 contracts come
into our department each year. How can
we make this process more efficient? It is
critical to start with data. So, we have begun
tracking data regarding the regions or lines
into a department-wide partnership with Practicing
Law Institute so each lawyer could participate in any
PLI program anywhere in the world and broaden our
rotation program in which lawyers swap offices for a
two week period. We have also agreed, at the council’s
suggestion, to give each lawyer $1,500 to pursue
training in key skills like communication, project
management, and financial sophistication.
I take enormous satisfaction that members of our
‘The goal for everyone, myself included, is to
be a strategic adviser. To serve in that role,
you need good judgment.’
of business where the greatest volume is
being managed. Lawyers who develop
strong project management skills will thrive
in large corporations.
3. Financial acumen. Many lawyers do not have
broad financial expertise, particularly around
accounting or corporate finance matters. Yet,
this is lexicon that our business colleagues
use and rely upon every day. Accordingly, if
you are going to be a strategic adviser, you
need to understand the language – margin,
IRR, amortization, DCF – that your business
colleagues employ.
What are tools that you use to advance career
development?
Creating development opportunities, and indeed
a compelling career path, should be a key focus of
any corporate legal team. Yet, it is not a simple task.
Corporate law departments tend to be fairly flat. Unlike
in law firms, you do not “progress” each year from being
a fifth year associate to being a sixth year associate.
To meet this challenge, we have tried a couple of
experiments. First, we set up an advisory council of
approximately 20 lawyers across the world with two
core mandates: (1) help the senior leadership team
advance key priorities; and (2) act as a sounding board
for the general counsel in particular but also other
members of the senior leadership team. We asked one
of our corporate lawyers in London, Nick Havers, to
lead the advisory council. On the challenge of career
development, the council recommended that we enter
department have gone off to great jobs in the public
and private sector, including (1) Rich Sullivan, who
became a federal judge in the Southern District of
New York after serving as the general counsel of
Marsh; (2) Lucy Fato, who was recently appointed the
general counsel of McGraw Hill after serving as our
deputy general counsel and corporate secretary); and
(3) Caroline Cheng who became the associate White
House counsel after serving as the general counsel of
Mercer.
What is a key area where the Department
has impacted the strategic direction of the
firm?
As our level of M&A activity began to increase
several years ago, we grappled with how best to
support the process of doing deals. Should the lawyers
in the operating companies take the lead or should
we have a central resource? After consulting with the
members of the Association of Corporate Counsel, I
decided to hire a chief M&A counsel, Rachael Dugan.
By having a central resource, we have been able to
develop a philosophy about M&A and a “playbook”
to decode each stage of the M&A process from NDA,
to LOI, to SPA to closing and integration. She has also
partnered effectively with our corporate development
team.
Any closing thoughts?
It is a privilege to serve as the general counsel of
Marsh & McLennan. There are many great jobs in the
law. And this is surely one of them.
63
sponsored by
64
MARKIT
Revenue: $1.50bn
MORGAN STANLEY
Revenue: $37.95bn
At the heart of the global function, Markit’s US team has supported
the ‘startling growth’ from 2001 start-up to major public company. A
‘dynamic, cutting-edge’ business, Markit is today the world’s largest
diversified financial information provider. Operating within ‘a notably
active and aggressive transactional practice’, the team’s biggest landmark
along the way has been its complex $1.3bn IPO in 2014. It has also
maneuvered significant government antitrust investigations and
major litigation. Though she was only recently promoted, general
counsel and ‘first-rate technical lawyer’ Sari Granat is credited not only
with weathering substantial legal and regulatory challenges, but also
‘recruiting and mentoring an outstanding in-house team’. As Granat
explains, the highly technical nature of Markit’s business means legal
is, by necessity, involved in all business strategy from its embryonic
beginnings. ‘The modern financial markets and the ever-changing
regulatory and legal landscape in which Markit operates are some of the
most complex and challenging of any sector’, opines one private practice
source. ‘These often conflicting global regulatory and legal requirements
directly affect the products and services Markit is able to provide to its
customers and therefore drive its business strategy, M&A activity and
revenue generation’. The team has developed a variety of innovative
software to handle its diverse caseload efficiently and empower the
business in more technical matters. These have included its new ‘Markit
Clear’ multiparty arrangement which facilitates full electronic settlement
of syndicated loan trades. It is also working with Thomson Reuters and
nine investment banks and brokers on a new industry-wide messaging
service.
In the last quarter of 2014, Morgan
Stanley’s legal spend fell by around
80% compared with the previous
year. In part, this fall reflects the
cooling of market investigations
into financial institutions. However,
the reduced spend can also be
attributed to the activities of
general counsel Eric Grossman,
a litigation expert responsible
for overseeing Morgan Stanley’s
advisory law and litigation on a
global basis. While the fall-out
from the global financial crisis
continues to severely damage a
number of financial institutions,
the Morgan Stanley legal team
is credited with significantly
reducing the company’s exposure
to legacy risks. Its skilled approach
to litigation has been consistent
with the management team’s call
to ‘put the trouble from the financial
crisis clearly in the rearview mirror’.
Among its many achievements,
the legal team has recently
won dismissal for a number of
mortgage-backed security claims
by HSH Nordbank and Carrera
Capital Finance.
FINANCIALS
Oaktree Capital
Management
Revenue: $204.21m
With $103bn of funds under
management, Los Angelesheadquartered alternative
investments company Oaktree
Capital Management needs legal
counsel that understand the nature
of the assets it is working with.
Fortunately, it has a legal team
that is filled with some of stars of
the US in-house market. General
counsel and chief administrative
officer Todd Molz is recognized as a
leading expert on structuring and
executing complex transactions.
The legal team faced a stiff test
when Oaktree went public in
2011, but through solid tax and
structuring advice it helped the
company thrive. Molz is praised
for maintaining a strong legal
department in a company that
acts to the highest performance
and ethical standards. The team
includes notable individuals
such as Richard Ting, managing
director and associate general
counsel, and Jay Ghiya, managing
director. Ting is one of the world’s
leading lawyers in the field of
distressed debt and alternative
asset management and has
been praised by law firms for his
business judgement. Ghiya plays
an active role in coordinating
outside counsel and has developed
a standardized process to help
manage the company’s global
panel of firms.
PDT Partners
When PDT spun off from Morgan Stanley, ‘very adept lawyer’ Dede Welles
led the legal aspects of separation from her former employer, while
continuing the boutique investment advisor’s day-to-day operations.
‘The firm never stopped trading’, Welles says. ‘We basically had two years
where we had to separate ourselves from Morgan Stanley – which sounds
like a long time, but it was actually fairly frantic’. Amid the complex process
of establishing PDT as a separate legal entity, Welles also had to build all
processes from scratch. It is a combination of cohesion, expertise and
approach which has won the resultant legal team the greatest respect
from peers. ‘Dede and her team work in a highly collaborative way’, according
to one private practice lawyer. ‘Dede is careful to incorporate the input of
each of her team members into her approach, and information is shared
efficiently amongst the team’. Welles herself says the formation of her sixstrong team is the one thing she is most proud of. ‘We all chip in and do
what’s needed, when it’s needed, and because of that, there’s just a lot of trust
amongst us and a lot of appreciation – if that makes sense –’, she says. ‘We’re
a very open group and we don’t just share the less glamorous stuff, but also
the more interesting stuff’. When it comes to recruiting lawyers to work in
this highly technical industry, ‘attention to detail’ is key, Welles says, and
something which is worked carefully into their selection process. ‘Risk
management is at the heart of Dede’s approach’, and operating within a
considered and tailored compliance framework, the team handles a large
proportion of work in house, using outside counsel sparingly. Given the
highly specialized nature of PTD’s work, Welles feels this approach is highly
necessary. ‘Outside counsel doesn’t know the business as well, so there’s
nuances or risks that they just may not think of – in fact, they won’t think of,
because they won’t know they exist’.
65
sponsored by
Prudential Financial
Revenue: $54.16bn
The legal team at Prudential Financial is led by executive vice president
and general counsel Susan Blount. Blount is known as one of the top
general counsel in the insurance industry. She commands an equally
impressive team that is able to draw on a wide range of experience and
capabilities to help protect the company and its customers in the complex
post-financial crisis environment. As one of the largest insurers in the
US, Prudential Financial has been designated as a ‘systemically important
financial institution’ (SIFI) – or ‘too big to fail’ – by the Financial Stability
Oversight Council of US regulators. The legal team has been mounting
an ongoing challenge against its SIFI designation while managing the
significantly enhanced regulatory scrutiny the company is now operating
under. At the same time, the team continues to help on both the buyand sell-side of M&A transactions, assist domestic and international
clients, and advise the business on future operational and regulatory
risks. Other notable figures in the legal team include Harry Mixon, vicepresident and corporate counsel at the Prudential Insurance Company of
America, Prudential Financial’s main subsidiary. Mixon is known as one
of the sharpest in-house lawyers in the US. Chief tax officer James Shea
is an active figure on Capitol Hill where he frequently debates tax issues
facing the life insurance industry with Congress, Treasury and the Internal
Revenue Service (IRS).
66
The United Services
Automobile
Association (USAA)
Revenue: $24.03bn
‘Dedicated to serving the military
community, USAA’s slogan is “We
know what it means to serve”, and
the entire legal department takes
this to heart’, says one private
practice source. Headed by
general counsel Stephen Bennett,
the legal team has expanded
considerably over recent years.
‘Bennett has managed this growth
extraordinarily well, recruiting
seasoned lawyers from across
the country and reorganizing the
legal department to meet the
company’s evolving needs’, one
observer says. Its lawyers are
praised for their strong legal
and ‘strategic’ instincts in the
face of ‘unprecedented regulatory
challenges’. Business GC Chris Laia
and bank GC Deneen Donnley
are particularly rated, alongside
Bennett, for their work ethic and
commitment to internal clients.
FINANCIALS
Trian Fund Management
Alternative investment management firm Trian Fund Management works closely with the companies it
invests in to enhance shareholder value. Headed by CLO and partner Brian Schorr, its legal function sits
within a multi-disciplinary investment team. When it comes to devising business strategy and putting
it into action, lawyers are indistinguishable from the rest of the team, Schorr explains. This approach,
in his view, has been central to their effectiveness. ‘What we’re trying to do at Trian is figure out whether
it makes sense to invest in a company and what are the ways that we can help implement strategic and
operational initiatives to drive long-term value’, he says. ‘It’s a combination of a business analysis and a legal
analysis. If you can lay both of those analyses side-by-side without having one pushing or pulling on the
other too much, I think that’s the greatest thing you can accomplish, because then it becomes a seamless
analysis’. In his view, one of the team’s biggest achievements was its role in Trian’s 2006 investment in
Heinz. ‘That was a watershed event – we believe it was a real turning point in activist investing’. Following
the initial investment, Trian undertook a proxy contest and won two seats on the board. ‘It was a
milestone proxy contest’, Schorr continues. ‘It was one of the first times a large capitalization company faced
a proxy contest from a shareholder where the shareholder was successful in getting board representation’.
In his view, the Trian legal team ‘played a critical role in helping guide Trian through the proxy process’.
Operating at the heart of an innovative business model, staying at the crest of the wave is key as far as
legal developments are concerned, in Schorr’s view. ‘What we do is cutting edge. We’re the guys asking
the questions as to – “Can we do X, Y or Z?” that hasn’t been done before. So I think the answer is not staying
too narrowly focused in what we do but having a broader lens’. In achieving this, he says he actively
encourages continued education within his team, and also ensures he stays close to the market’s
leading practitioners.
67
sponsored by
Tishman Speyer
Winner of The Legal 500’s
2014 US Team of the Year
award for real estate, the US
legal unit of Tishman Speyer
is widely recognized in the
in-house community for both
the outstanding quality of its
legal support and for its clinical
execution of key real estate
transactions. Since 2007, the
US team has been managed
by Bradley Turk, a lawyer with
substantial private practice
experience representing key
players in the US real estate
market on the acquisition,
development, financing and
sale of various assets. The secret
of Turk’s success is running a
relatively small but effective team
that is fully integrated with Tisham
Speyer’s business activities.
In-house lawyers have to work
closely with portfolio managers
while also devising key legal and
compliance policies and training
the firm’s personnel across several
countries. Recent work for the
legal department in 2015 includes
the buyback of the iconic Quartier
205 in Berlin, the acquisition
of adjoining properties in
Washington DC’s central business
district for redevelopment
purposes, and the acquisition of
235,000 square feet of air rights
for the planned Hudson Yards
Tower.
68
Towers Watson
Revenue: $3.60bn
Wells Fargo
Revenue: $84.30bn
Tower Watson’s legal function
has supported extraordinary
transactional activity, with
this year’s $18bn Willis merger
following the defining 2010
merger of Towers Perrin and
Watson Wyatt Worldwide that
created the company in its
current form. ‘Two transformative
“mergers of equals” in 5 years is
pretty remarkable’, general counsel
Kirkland Hicks says. ‘I’m very proud
of the legal team’s leading role
and critical contributions to both’.
Behind the scenes, the 100-strong
department has worked closely
with senior leadership to develop
the new brokerage business, and
with it a ‘first-of-its-kind’ product.
Shortlisted for GC Powerlist: US,
Hicks himself has won multiple
accolades in his own right, and
has gained particular recognition
for his progressive management
of the internal function. His
leadership includes a formal
mentoring system, flexible
working and practical support
for internal and external training.
The team draws recognition for
its ‘collegiate’ and ‘client-focused’,
reflected in its pro bono services
and participation in numerous
community outreach programs.
Supporting the nation’s largest
middle-lender, Wells Fargo’s US
legal function has featured in
some of the largest transactions in
North America. The function has
supported the bank’s forwardthinking product-development
and technological advances
over the years, as it became the
first online bank in 1995 and the
first to offer mobile banking to
businesses in 2007. Legal has
also assisted the launch of its
Innovation group, aiming to
partner with start-up businesses
in 2015. With a long history in the
financial services sector, general
counsel and senior executive
vice president James Strother
has headed the company’s legal
function for 12 years. He was
deputy GC for two years prior
to that and served as GC for the
Wells Fargo Home Mortgage from
1998 to 2001.
US TEAMS
HEALTH CARE
69
sponsored by
70
American Hospital
Association
Ascension Health Alliance
Revenue: $19.19bn
Led by senior vice-president
and general counsel Melinda
Reid Hatton, American Hospital
Association’s legal team has
supported considerable
organizational change over
recent years. The industry group
appointed a new president as
one of seven new members of
the board of trustees in 2015,
a move set to impact its future
policy-making and corporate
governance code. Supporting the
leading trade organization in a
highly regulated industries, the
legal team has handled a spate of
complex fraud cases over recent
years and played a central role in
AHA’s high-profile advocacy work.
Carrying considerable weight as
a lobbying group, the Association
made headlines this year through
its opposition to Humana’s $37bn
acquisition of Aetna on antitrust
grounds. Previously challenging
Medicare’s policy denying
payment under Part B, the legal
team has also filed numerous
amicus briefs on the Affordable
Care Act.
Supporting the largest nonprofit health provider in the US, Ascension’s
function reinvented itself this year. With the launch of the ‘Ascension
Legal’ brand the team has moved from ‘a culture of independent
practitioners into a community of mutually supportive and collaborative
attorneys’. Following a six-month design process, the newly-centralized
77-lawyer function became fully operational in January 2015. To
promote greater collaboration, it launched a communications platform,
including video conferencing capabilities, an intranet site for sharing
information and tools, and a newsletter. The team also hired a business
manager to provide high-level data management and review and track
legal spend. ‘The impact of this transformation has been tremendous’, a
team spokesman says. ‘In addition to significant intangible benefits such
as strategic alignment and an increased sense of community among our
legal team, we project initial savings of 8-10% compared to prior year
legal expenses’. The team’s lawyers also participate in organization-wide
talent management initiatives focused on building future leadership
teams. GC Powerlist named vice president and general counsel Joseph
Impicciche one of the US’s top 100 in-house lawyers in 2013. A veteran
non-profit lawyer, Impicciche is a respected voice in the industry and
has supported several significant strategic projects and transactions
during his 11-year tenure at Ascension.
HEALTH CARE
AstraZeneca
A year on from Pfizer’s thwarted $120bn takeover bid, British
biopharmaceutical giant AstraZeneca continues to rely on its US legal
function to support major strategic transactions and partnerships both
domestically and internationally. With antitrust clearance finalized for its
second partnership with Californian Isis Pharmaceuticals, AstraZeneca is
enlisting the legal team to support the early stages of a ground-breaking
project to develop antisense drugs for cardiovascular, metabolic and
renal diseases. The global corporation’s ongoing expansion in the region
has included the $14.6m purchase of Amgen’s former manufacturing
plant in Colorado. Headed by US general counsel Steve Mohr, the team’s
specialist expertise include M&A, regulation and litigation. AstraZeneca’s
US in-house team has shown real innovation recently in managing
costs. US litigation head Luke Mette (one of GC Powerlist’s 2013 top 100
US lawyers) introduced the concept of ‘weighted billable hours’ in the
instruction of outside counsel. He also created core accountabilities to
heighten efficient service to internal clients.
Bristol-Myers Squibb
Revenue: $15.90bn
Headed by executive vice
president, general counsel and
corporate secretary Sandra Leung,
Bristol-Myers Squibb’s US legal
team is the leading component of
a 350-strong global function that
includes 114 lawyers. The team
has made major advances toward
efficiency and cost-effectiveness
under Leung’s leadership. The
dramatic overhaul of its law
firm panel, for example, led to
a significant reduction in legal
spend. The team plays a central
role in shaping the company’s
strategy and also leads initiatives
across environment, health
and safety, corporate security
and philanthropy. Routinely
supporting global strategic
transactions and projects, the
legal team’s recent highlights
include negotiating exclusive
rights to obtain clinical-stage
immunotherapy company,
Promedior and worldwide rights
to its lead asset, PRM-151.
71
sponsored by
GlaxoSmithKline
Revenue: $35.42bn
Headed by general counsel Dan Troy, multinational pharmaceutical
company GlaxoSmithKline (GSK)’s innovative legal department is
committed to developing talent. In recent years, assistant general
counsel Brennan Torregrossa has gained significant recognition for
creating, developing and integrating two best-in-class legal programs
for the global legal team: MASTER (maximizing aavings through early
resolution) and NESTOR (negotiation excellence skills training for
optimal results). These programs are designed to develop GSK lawyers’
commercial thinking, helping to focus legal solutions on business
problems. With over 85% of all GSK lawyers having completed MASTER,
the legal team makes huge cost savings through early case settlements
by training lawyers to make informed and expedited decisions at the
earliest possible stage in disputes. ‘It has changed our dispute resolution
culture’, said Torregrossa. ‘When I hear a GSK executive say that he or
she thinks we need to “MASTER” an issue, it puts a smile on my face. It is
like using the word “google” as a verb’. The NESTOR training program,
which helps develop negotiation skills, has been completed by over
50% of GSK lawyers. A third program, OSCI (outside counsel selection
initiative), was pioneered in recent years by Bob Harchut, vice president
of global external legal relations. OSCI is a reverse auction program run
in conjunction with GSK’s procurement team that allows firms to submit
competitive fee proposals for GSK’s tenders. Senior vice president PD
Villarreal handles GSK’s global litigation activities within the dispute
resolution and prevention department, a name chosen to reflect the
MASTER strategy. In addition, Villarreal has a close working relationships
with the global HR team when hiring, promoting and recruiting staff.
Together they devised a hands-on recruitment process which involves
the whole DRP team interviewing finalists to ensure they find a
candidate who will further enhance the quality of the team.
72
HEALTH CARE
Johnson & Johnson
Revenue: $74.33bn
Merck & Co.
Revenue: $42.20bn
With hundreds of subsidiary
entities spread across three
sectors – pharmaceuticals,
consumer health care products
and medical devices – Johnson
& Johnson’s activities are broad
enough to stretch even the
strongest legal team. Fortunately
it has a stalwart general counsel,
Michael Ullmann, at the helm
to manage the many legal
challenges the company faces.
Ullmann has been with Johnson
& Johnson for more than 25
years, during which time he also
served as general counsel of the
company’s medical devices unit.
He commands a team whose
experience and achievements are
lauded by many of the external
law firms that work with them.
For more than 70 years, Johnson
& Johnson has been guided by
‘Our Credo’; a one-page statement
of the company’s principles. The
legal team is no exception to this
and places great emphasis on
helping the company realize these
principles in a legal and ethical
way.
The power of Merck’s US legal
team hangs upon the quality
and experience of its personnel.
Taking a central involvement
in business strategy, it has won
respect across internal clients
and the law firms it instructs
through its effective management
of major litigation. With a wide
responsibility including corporate
communication, ethics, privacy
and government affairs, the team
has worked closely with the US
Human Health Division on policy
issues. Appointed GC in 2015,
Michael Holston had already
made a considerable contribution
to both the function and wider
operations as chief ethics and
compliance officer and through
his place on the executive team.
With former roles including
Hewlett Packard’s GC and Morgan,
Lewis and Bockius partner,
Holston is regarded as a leading
regulatory expert, with experience
in a variety of sectors. The legal
function has previously attracted
praise for its management the
major VIOXX litigation.
73
sponsored by
What is the basic structure of the legal team and
how does it report into the broader business
function?
UnitedHealth Group is a diversified health and
wellbeing company which is dedicated to helping
people live healthier lives. We have two distinct
and aligned platforms; one is health benefits which
operates under the UnitedHealthcare banner, the
other is health and wellbeing services which operate
under the Optum brand. The legal team supports
both sides of the company. There is also a group
of individuals at the corporate level who provide
support to centralized functions and give support
to key functions across the business such as public
reporting, M&A, human resources, etc.
My CLO position reports directly to the CEO as well as
reporting directly to the board.
What are the ways in which the legal team at UHG
has most impacted the strategic direction of the
company?
Our legal team is viewed as a key contributor and
we participate at all levels, so every day we impact
the strategic direction of the company. In addition
to the regular legal function, the CEO has comprised
the Office of the Central Executive in which five of us
at management level meet and talk about strategic
matters and direction of the businesses and I am part
of that. But more generally we all participate across
the legal team – it’s just what we do.
What makes the UHG legal team a great place
to work?
I’d focus on a couple of things. The nature of the
business itself and the way it is at the forefront of
the industry of healthcare. Healthcare as an industry
impacts everyone in the world and it impacts people
lives every day. As a result, we get to see a wide
variety of issues.
74
makes each of us feel like we are making an impact,
as our business goals and social mission are aligned
in helping people live healthier lives. We believe
it is necessary to be active, responsible citizens in
communities where we live and work, and that plays
a vital role in our mission in nurturing our people and
our communities.
Our rate of volunteerism runs at approximately 81
percent across the company. The legal team has a
number of pro bono focused initiatives for which
we have won various awards. For example, we work
alongside our business colleagues in veterans’ affairs
clinics which we run in Minnesota and other states
helping returning veterans with challenges they
face such as housing, will drafting, and child
custody cases. We also hold will clinics for people
with low income and set up shop like little law firms
in the community to prepare documents for those
in need.
How do you manage talent within your team?
By keeping it fresh! We have robust talent and
training programs. There is a companywide
leadership development program which targets
various areas of the organization and brings them
together. We have been recognized by Fortune and
Aeon as one of the top companies for developing
leaders. We have specific programs focused on
mentoring and developing our internal legal talent,
such as our diversity council. In the legal team we are
also very deliberate and thoughtful about moving
talented individuals through different roles. We try
to balance our needs as a team and the needs of our
internal talent but also try to move people around
while respecting the business connections, so they
are in positions to have better communication with
the business.
The rapid pace of change in the industry means that
the job never gets stale and old.
As the legal side of our business colleagues, we think
our job is to know the business better than anyone.
Over time we are handling more and more work
internally. We still turn to outside counsel for things
such as large litigation cases, but also remain active
participants ourselves.
We are a relatively young company, approximately
forty years old, and this relative youth does give the
company a much smaller and more personal feel. It
What are the team’s greatest achievements?
Internally, we are seen as key partners to our
business colleagues as we navigate healthcare
UNITEDHEALTH GROUP
reform and a fast changing industry over last five
years. That has certainly been a major achievement
both internally and externally.
Looking on the outside, we are particularly proud
of the pro bono awards we have earned as a
group, from the ABA and the Connecticut Law
Journal, as well as our contributions to the
community.
has faced?
Probably the changes within the industry itself.
UnitedHealth Group has grown over the last ten
years and the implementation of the Affordable
Care Act has brought significant change to many
aspects of our business. It’s been working with
our business colleagues to face those challenges
successfully while maintaining a commitment to
our core values.
How do you think in-house counsel and
their teams can best add value to their
organization?
Of course lawyers worry about that all time, but our
lawyers have an exceptional combination of legal
knowledge and a deep knowledge of the business
goals. Our culture is to focus on the way we can help
achieve those business goals.
What in your opinion are the ingredients for a
great legal team?
Marianne Shorti
UnitedHealth Groupi
Executive vice presidenti
and chief legal officeri
Revenue: $141.50bni
Legal expertise is obviously the base line, but legal
expertise only is not sufficient. A great legal team
must also have excellent communications skills
(including strong listening skills), judgment and
present a solutions orientation. When talking with
new legal colleagues, I stress that ‘you have to
earn your place at the business table – you won’t
be invited unless you contribute and demonstrate
value to your business colleagues through strategic
problem solving skills.’
Also, diversity is a key element. We live in such a
complex world that we need team members
with the broadest of backgrounds, skill sets and
viewpoints.
75
sponsored by
Walgreens Boots
Alliance
Revenue: $76.39bn
Formed through a reverse
merger of two of the world’s
largest consumer health and
beauty chains, the Walgreens
Boots Alliance is a global giant
employing over 350,000 people.
The legal team is governed by the
two highest ranking lawyers of
the pre-merged entities. Marco
Pagni, former general counsel
of Alliance Boots, now runs the
Walgreens Boots Alliance legal
team as executive vice president
and global chief legal and
administrative officer. Former
Walgreen general counsel Jan
Stern Reed acts as senior vice
president, general counsel and
corporate secretary for the
merged company. Managing
the volume of contracts,
licensing agreements, IP work,
carve-outs, regulation, and
litigation that comes with such a
transformational merger places
the Walgreens Boots Alliance
legal team among the top-tier of
corporate counsel.
76
HEALTH CARE
EQUIPMENT AND
SERVICES
77
sponsored by
Becton, Dickinson and Company
Revenue: $8.40bn
‘For the legal team, as well as for the entire company, the acquisition
of CareFusion, which was far and away the largest acquisition in the
company’s 118-year history, has to be one of our greatest achievements’,
says vice president and general counsel Jeffrey Sherman. ‘Members of
the legal team from virtually every legal practice area and region were
involved in some aspect of the diligence or negotiation of this transaction
that is compelling in strategic as well as financial terms’. When faced with
the integration of the two legal teams which followed, they seized the
opportunity to completely redesign and optimize the function. ‘To
maximize efficiency and effectiveness, we retained an outside consultant
to “start with a blank piece of paper”, and design a legal team structure’,
Sherman explains. Sherman currently leads the medical technology
specialist’s 113-strong global legal function from the US head office.
Structured along distinct practice, regional and functional areas, the
team includes all corporate secretarial, compliance and specialist IP
support. Given the highly technical and regulated nature of the work,
legal input remains a crucial part of all business decisions, Sherman
explains. Sitting on the highest level decision-making committees in
the company, he plays an integral role in acquisitions, divestiture and
other business development activities. ‘The legal team is typically an
enabler and enhancer of the company’s strategy and, as such, can impact
strategic direction’, he says, adding: ‘similarly, our knowledge of current
developments and trends in areas such as regulatory and IP law permits
us to proactively influence business strategies’. Sherman believes the
team’s identification of risks before they happen demonstrates their
importance in the company’s sustained growth. Their forward-thinking
cybersecurity strategy, in his view, is one example of this.
78
HEALTH CARE EQUIPMENT AND SERVICES
Boston Scientific
Revenue: $7.38bn
The prominence of Boston Scientific’s legal team is reflected by the sprawling role US-based GC Timothy Pratt
plays across the wider business. Heading all global legal, compliance, government affairs, marketing and
corporate communications support, executive committee member Pratt’s multiple leadership roles include
vice president and chief administrative officer. ‘My ultimate goal is to partner effectively, every day, with our
clients to help them reach their goals’, Pratt says. ‘It is vital to me that every member of this department be seen
as collaborative, communicative and facilitative’. Supporting an aggressive growth path over recent years, the
US team has handled several significant transactions, including the recent $1.6bn acquisition of American
Medical Services, which doubled the size of the company’s urology and pelvic health business. It has also led
a number of significant disputes. Over the past seven years, the team has successfully reduced external legal
spend by over 40%, through a variety of measures including alternative fee arrangements, ‘creative outsourcing
and insourcing’ and preferred suppliers’ lists. As well as centralizing control of the function, Pratt has focused
on optimizing efficiency. To this end, the department has taken on several strategic projects, including the
development of a risk-management information system covering updates and costs in product liability cases.
‘Pratt has focused on building a more efficient in-house department that shoulders more responsibility’, according to
one private practice lawyer. Reflecting the business’s trust in the legal function, the electronic discovery team
was moved into its orbit. Much to the team’s credit, Boston Scientific is recognized globally for its contribution
to promoting a culture of compliance and ethical behaviour across the medical device industry.
79
More than a directory
1
2
3
AWARDS
AUTUMN 2015
INDUSTRIALS
81
sponsored by
Booz Allen Hamilton
Revenue: $5.48bn
In the view of industry sources, Booz Allen Hamilton’s legal team has been
central to facilitating the leading government contractor’s ‘smooth transition’
from part of The Carlyle Group’s portfolio to independent public company. In
‘helping the company build new capabilities in dynamic areas’, the department
is particularly praised for its contribution to cybersecurity policy and its
compliance support to an ongoing global expansion. ‘I believe our greatest
achievement is the degree to which we have a voice at the table, in addition to
just a seat there’, general counsel and ‘smart and practical-minded business
person’s lawyer’ Nancy Laben says. ‘The business credibility we’ve established
has allowed us to change the risk profile of the business itself as the firm moves
into commercial and international markets that have very unique qualities’. The
legal function has also worked closely with government agencies to improve
ethics training and policy, establishing a chief ethics and compliance officer
role and raising the profile of its ethics and business integrity office. Within
a ‘deep and talented core of lawyers’, vice president and deputy GC William
Meyers and GC Powerlist: US Rising Star Doug Manya are highly regarded.
82
INDUSTRIALS
Honeywell
Revenue: $40.31bn
John Deere
Revenue: $37.80bn
Honeywell is a world leader in
the design and manufacture
of a portfolio of industrial
goods ranging from aerospace
technology to specialty chemicals.
With around 250 lawyers
overseeing a diverse product line
in a number of markets globally,
the Honeywell legal team faces
formidable challenges in keeping
on top of things. Not least of
these is managing legal spend.
In an effort to control costs and
encourage innovation amongst
its suppliers, the Honeywell
legal team has recently turned
to reverse e-auctions to help it
find the best counsel at the best
rate. Under this system firms
must bid against each other to
offer a fixed price, even for highly
specialized tenders. General
counsel Katherine Adams is one
of the leading corporate counsel
in the US and has contributed
significantly to the diversity
agenda. She is a member of the
Leadership Council on Legal
Diversity (LCLD) and sits on
the steering committee of the
Honeywell Women’s Council.
A world-leading manufacturer
of agricultural equipment, John
Deere is at the forefront of
the design and production of
machines. Recently it has also
taken a lead in developing and
protecting the software systems
that power its equipment. As
such, the John Deere legal team,
led by senior vice president and
general counsel Mary Jones,
finds itself at the cutting edge
of US IP law. The team has been
involved in a recent high-profile
Digital Millennium Copyright Act
(DMCA) defense of the software
embedded in its agricultural
equipment. By taking the lead
on this issue, the lawyers at
John Deere are responding
to issues that will increasingly
shape product innovation. The
company’s lawyers have also been
active in acquiring telematics
businesses, helping to cement
John Deere’s reputation as a
leader in next generation highperformance equipment.
83
sponsored by
84
Pratt & Whitney
Revenue: $14.50bn
Raytheon
Revenue: $23.71bn
A division of United Technologies Corp, Pratt & Whitney is a world
leader in the design, manufacture and service of aircraft engines, space
propulsion systems and industrial gas turbines. Headed by general
counsel Joseph Santos, the company’s ‘world-class in-house team’ is split
along its specialist business lines, utilizing ACE (achieving competitive
excellence) principles to optimize service to internal clients. Within a
relatively flat structure, lawyers take on high levels of responsibility
from an early stage of their careers with the company within a highly
collaborative environment. ‘One of the things I’m really proud of is they
are a true team’, GC Powerlist: US Rising Star, Raja Maharajh says of
the division he leads. ‘Workloads may fluctuate, there’s no need to ask
someone to help because they’ll come to you offering help’. Supporting the
commercial engines and aftermarket business, Maharajh is known for
his superior industry knowledge and his supportive managerial style.
Working closely with other business functions, his team has played
a key role in securing lucrative contracts to sell thousands of geared
turbo fan engines worldwide. ‘We negotiated numerous partnerships
to share the risk and the rewards of those programs with a number of the
world’s leading industrial manufacturers’, Maharajh explains. ‘We did all
of this with minimal reliance on outside counsel and with a strong spirit of
teamwork and cooperation in order to accomplish key business objectives
with an appropriate level of risk’.
As one of the leading providers
in the defense space, Raytheon
needs a legal team that can juggle
commercial awareness across a
number of cutting-edge industries,
with a deep-seated knowledge
of regulatory and procurement
processes. In the past months, the
manufacturer of world-renowned
Patriot Air and Missile Defense
Systems has secured a number of
high-profile government contracts
around the world, helping it
to leapfrog competitors in the
defense sector. Earlier this year, the
company acquired cybersecurity
company Websense for $1.9bn.
This complex transaction required
expert input from the in-house
team and ultimately saw Raytheon
close a deal that will considerably
strengthen its cyber products
division. General counsel Frank R
Jimenez, appointed earlier this year,
is one of the most experienced
defense industry lawyers in the
world. Prior to his entry into the
in-house legal world, he served
as the deputy general counsel of
the US Department of Defense
and the general counsel of the
US Navy. His team includes such
notable figures as senior counsel
Richard Calame, a seasoned M&A
lawyer who has been with the
company for a decade, and Dana
Ng, who serves as vice president,
legal for corporate transactions
and securities. Ng has a reputation
as one of the most talented
transactional and corporate
governance lawyers in the US.
INFORMATION
TECHNOLOGY
85
sponsored by
GitHubi
General counseli
Julio Avalos i
Open source software platform GitHub is a fast growing tech company. We
spoke to general counsel Julio Avalos about how they are integrating open
source working with legal and how empathy is an underrated quality in many
lawyers.
As the company has grown in the engineering and
technical side there’s now much more structure.
Because I have the luxury of a small team, we are just
seven people. Ironically, legal which you might think
would be more traditional, has ended up just as flat
and democratic as the rest of the company.
Tal Niv is the most senior person apart from me.
She used to work for Israeli Intelligence, then was
an engineer, got interested in legal tech issues and
came to Berkeley to get a PhD and was gearing up to
do research. I originally brought her into the team to
do research into whether ‘what a thing was licensed
for correlated to what it was used for’; she’s now head
of IP and cyber convergence. Merritt is employment
counsel. As the company profile changes and wants
to interact with legal, I invest in hiring the right kind
of people who can be good and trusted resources,
and trusted partners who can head off issues so
can build processes, organically. Up to this point
we’ve only been sued once. I’ve really tried to not
cut corners so it seems to be working. Sales have
grown so we have recently added a commercial
counsel.
I added a privacy attorney in the summer as I really
see that as next frontier for companies, and I think
that we should be using a baseline of EU definitions
of privacy rather than being afraid of that. Privacy
86
concerns are increasingly consumer led and
regulators are playing catch up. A common link
with my department and other legal departments
in tech companies is that we’re focused on adding
goodwill and brand value. So the Holy Grail is
bringing proper legal philosophy led by end
user expectations melded with the pro-business
company. But for everyone, end user expectations
are becoming the driving force.
How we have strategically impacted the wider
business, first and foremost, is helped by the fact we
work on same software platform as the company. It
was a steep learning curve for the non tech lawyers
in the team including me! One of the biggest asks
is that you wean off outlook etc, to have tools that
are more hackable, extendable and visible to the
rest of the company as they are on the same open
source platform.
For example, legal is generally involved from the
start when the IT department is developing projects
because we’re visibly on the same development
platform. A good example is our development
of content license agreements. Content license
agreements are quite controversial in the open
source community. When you are adding code,
people want assurances that the contribution is
yours. Here we played around with the content
GITHUB
license agreement via crowd sourcing; everything
being developed hand-in-hand with the product
team so as not to be full of legalese , so the
developers understood it and it was more accepted.
Previously having a CLA on the site would have
been political anathema, but the process of
working with the developers on it eased that
through.
Another achievement has been the way we’ve
worked with the DMCA (Digital Millennium
Copyright Act) third party takedown notices if we
have web content from elsewhere on our site that is
unlicensed, we need to take it down (web content
from elsewhere might be used on the open source
code sharing platform as an example of code). To be
honest we don’t have a lot of leeway as the service
provider to determine the validly of each DMCA
notice. In practice, most tech companies put the
onus on the provider not the plaintiff and all follow
each others’ models as to these DMCA agreements.
We took a different approach and went back to the
original laws which produces a broader reading than
many other companies where we are placing more
onus on the plaintiff parties to prove that we should
not feature this content.
Most of what we do as legal is developed via
brainstorming with the company and they push us
by saying, for example, ‘Hey I see another company
has law enforcement request stats, let’s have that.’
So having an organizational back and forth is a
really important trait for how this legal team has
developed.
employment.
Jim, our privacy counsel, was an app developer in a
former life. Privacy is really about data and you really
need to understand technical aspects.
In terms of achievements, we are proud that the
DMCA policy got a lot of press, as did the CLA policy.
If something we, as the legal team, have done gets
favorable mentions in the hacker threads or a reddit
thread, that is approval of what we’re doing from the
community. We’ve been pretty front and center on
net neutrality and GitHub is heavily involved with
engine.io to keep net neutrality.
To me, what makes a legal team great is to have a
certain sense of professional vocational pride but
lawyers in this country are often ashamed of what
they do. I try and hire for my team with a service
mentality and really taking pride in providing good
service for your clients, not via markers such making
money or wining major case.
I think another key aspect is not simply assuming
that the risk tolerance for another client or business
necessarily makes sense for the client you are
providing services for; business can only decide from
the choices it has, that it knows of, and are presented
to it. Lawyers are often very quick to default to the
path of least risk, whereas our job is to present a
full spectrum of choices to the business leaders in
context. A course of action might open us up to a 40
percent risk of litigation but we should still present
it and show what we can do to mitigate that risk,
make sure we have our eyes open and distribute
ownership of the decision across the company.
I tend not to hire my in-house lawyers directly from
law firms, which is idiosyncratic.
My reasoning is that there are scores and scores
of technically competent lawyers out there and I
can actually teach that, but what I can’t teach are
the personal qualities – cultural fit and empathy.
Empathy is really a key criteria for me, and the legal
profession generally self selects people who often
aren’t empathetic and don’t fit well with other
people. I try and hire primarily people who do fit
well with others. I also really need people who
understand the strategic interconnection of the law
with our business.
Our employment counsel Gena graduated from
law school around the time of the last DotCom
downturn and couldn’t get a law firm job. She went
on to the insurance company Kaiser Permanente as
a HR person. In terms of the first principles for that
role, her skill set was actually better than many law
firm employment lawyers whose experience might
be primarily focused on the contentious aspects of
87
sponsored by
EMC Corporation
Revenue: $24.44bn
Regarded as ‘thought leaders’ in the company and beyond, EMC’s legal
department has won numerous awards and accolades, with lawyers who
are well known throughout the industry. General counsel Paul Dacier is
chairman of the Massachusetts Judicial Nominating Commission and was
president of the Boston Bar Association from 2013 to 2014. Appointed
the company’s first in-house counsel in 1990, he has built the huge
legal function from scratch, growing in pace with EMC’s own dramatic
transformation during this time. Now operating across 17 offices in the US
alone, 111 of its 165-strong global function are based domestically, with
the rest split across 16 countries. The legal team, and deputy GC Susan
Permut in particular, have played a leading role in building one of the most
effective corporate governance programs in the industry. Divided along
specialist legal lines, the team’s M&A division routinely supports highly
complex strategic transactions, such as its award-winning Lenovo joint
venture. Holding one of the largest and most significant patent portfolio in
the US, EMC is recognized as a leading innovator with the IT sector. As well
as driving the strategy at the heart of the business’s patent program, the
legal function handles a large share of prosecution work. It has also helped
spearhead the company’s campaign for legal reform over patent trolls, with
deputy general counsel Krish Gupta leading advocacy on the issue.
88
INFORMATION TECHNOLOGY
google
Revenue: $66bn
Google’s original goal was to ‘organize the world’s information’, and since its early years the company has relied
on the organizational skills of its lawyers to manage the complexities of its operations. A legal team of more
than 500 people are tasked with keeping on top of a dizzying array of issues, and as counsel to one of the
world’s most innovative companies, Google’s lawyers regularly find themselves operating in unchartered
waters. As recent and ongoing negotiations over the European Union’s “right to be forgotten” legislation
demonstrates, the Google legal team is consistently redefining the boundaries of law. From dealing with
the copyright issues that allow the libraries of the world to be digitized to negotiating the international law
aspects of the ‘science fiction’ technologies developed at the company’s pioneering Google X facility, the team
is answering legal questions that few others have been able to ask. The diverse day-to-day activities of the
Google team are overseen by senior vice president and general counsel Kent Walker, a tech industry veteran
with more than 20 years’ worth of experience. The list of recent legal battles that Walker’s formidable team has
engaged in underscores their value to the company. Last year Google’s lawyers successfully settled a $1bn
suit dating back to 2007 alleging that Google-owned YouTube had posted Viacom content without seeking
permission. Other notable figures include Mary O’Carroll, head of legal operations. O’Carroll is not a lawyer
by training, a fact which has contributed to her ability to think laterally about legal procurement processes.
Under her watch Google has serially invented and adopted new ways to work with outside counsel, helping to
remove inefficiencies and shave millions off the company’s legal costs each year.
89
sponsored by
90
Hewlett-Packard
Revenue: $111.45bn
LinkedIn
Revenue: $2.21bn
John Schultz, executive vice
president and general counsel
of Hewlett-Packard, is a strong
leader, skilled negotiator and
commendable champion of
pro bono work. Under Schultz’s
guidance, the Hewlett-Packard
legal department has, in
addition to their many other
pro bono activities, formed a
relationship with Street Law
to develop its Corporate Legal
Diversity Program. Since 2010,
over 100 members of HewlettPackard’s legal team have joined
the scheme and contributed
thousands of hours of earlystages legal tuition and career
advice to hundreds of school
at a number of sites across the
US. Other leading figures in the
team include Margaret Chu Ikeya,
senior director and managing
counsel. An IP expert who has
led negotiations for some of
the company’s most important
patents transactions in recent
years, Ikeya has been with
Hewlett-Packard since 2013 and
is recognized as one of the rising
stars of US corporate counsel.
LinkedIn has a desire for lawyers
who are innovative and ’attracted
to creative problem solving,’
according to general counsel Mike
Callaghan. The hiring process to
determine cultural fit includes not
just legal but also the business.
Candidates who make it through
the interview are brought in for
a staged negotiation session.
All of this selection process
helps find lawyers who can be
less back and white and more
grey in their thinking to cope
with what Callaghan terms the
entrepreneurial environment.
Legal advice that pertains to
strategic development or carries a
significant risk factor is generally
always carried out in-house due
to the in-house team’s ability
to ‘appreciate the nuances in
regards to our long and short-term
objectives’ according to Callaghan.
One of the things, which defines
the legal department, is the
close partnership with the
business clients. Where that
often comes to the fore is when
legal is working with the policy
group and working proactively
with key regulators to ‘help build
a foundation of understanding
and establish our reputation as a
reasonable actor in the landscape,
which for innovative companies
like LinkedIn, has real benefit,’
Callaghan states.
INFORMATION TECHNOLOGY
MICrosoft
Revenue: $93.58bn
The Microsoft legal team has helped the company remain strong in
the face of tough global competition. With its astonishing record of
success in litigation and patent battles, the legal team is the envy of
companies the world over. It has also played a leading role in shaping
new data privacy and data security laws globally. More recently, the
legal team has helped create Microsoft’s cybercrime center in Redmond,
Washington. This state-of-the-art center will utilize the company’s legal
and technical expertise to open a new chapter in the fight against
internet and cybercrime. Deputy general counsel Mary Snapp is one
of the most active promoters of diversity in the US corporate legal
space. Snapp is executive sponsor of Microsoft’s legal and corporate
affairs diversity and inclusion team. Under her direction, the company
is incentivizing outside counsel to promote a greater diversity of talent.
For the last 13 years, Microsoft’s formidable legal team has been led
by Brad Smith. Smith is not only an expert lawyer, but has worked
tirelessly to advance a diversity and pro bono agenda in the company
and beyond. In recognition of his many contributions to Microsoft, he
has recently been elected as the company’s first president since 2002.
In his new role as company president and chief legal officer Smith will
take charge of non-legal affairs and lead on new projects. He will also
oversee Microsoft’s intellectual property portfolio, patent licensing,
government affairs and social responsibility work. It is unusual for a
lawyer to be given such a wide-ranging role, and Smith’s promotion
underscores the integral part the legal team plays in the company’s
value creation.
91
sponsored by
Snapchati
General counseli
Chris Handman i
Based in Venice Beach, California, with offices steps from the sand, Snapchat
has established a beachhead for the tech community in Southern California.
We spoke to Snapchat general counsel Chris Handman about the challenges
of gearing up a legal team for this innovative company.
The team
The legal team is as old as my 16-month tenure at the
company – there was only one other lawyer when
I joined. We now have ten lawyers and two legal
managers.
I tend to keep an active hand in all matters – some
much more active than others. But for virtually any
issue, I can turn to the impossibly talented and deep
bench we have. Our deputy GC, Dom Perella, has
a similarly expansive purview, but tends to focus
principally on litigation, compliance, copyright
issues, and Snapchat’s ‘Live Stories’ – our usergenerated news and feature coverage.
The team is divided into six groups: IP, litigation,
employment, M&A, advertising, and original
content. The lawyers on these teams are all whipsmart and bring impeccable legal judgment to
the questions they’re hit with. But—and this is
important—they also are savvy about the business,
the product, and the philosophy that informs so
much of what Snapchat does. That makes a real
difference in how we’re able to truly partner with
the business; not just play the part of passive legal
arbiter.
92
We have a wealth of experience on the team in
every area. Some came from Silicon Valley or from
other industries. As for me, I took a slightly more
unorthodox path to Snapchat’s beachside office:
I spent 14 years in Washington, DC in a major firm
doing Supreme Court and appellate litigation.
The job
Working in legal at Snapchat is an incredibly
rewarding experience if you like thinking creatively
about the law. Given the company’s culture of
restless innovation, we have no playbook. We
often have to go back to first principles, since
there is no blueprint for what Snapchat is doing.
We’re often called upon to figure out the ways in
which anachronistic laws apply to these modern
technologies. Suffice it to say we work very closely
with the designers, engineers, and business folks to
ensure that Snapchat maintains its innovative edge
without crossing legal lines.
So that’s why the common denominator uniting the
lawyers here is creativity. For me what makes a great
legal team—especially at a company like Snapchat—
is finding people who are intellectually curious about
the law and how the law and business affect each
SNAPCHAT
other. And that often means finding people who
share a healthy skepticism for the way things have
always been.
Right now, I still have the luxury of being able to
personally interview every single candidate for the
legal team who comes through the door. I recognize
I’ll need to surrender that oversight at some point,
but for now it’s worked (in my immodest opinion). Of
course, I’m just one voice. It’s important—essential,
in fact—that every legal candidate meet with the
business people they would work with on a daily
basis. We start with a lot of phone interviews to
screen candidates so by the time we bring people
in we have made sure those people have the
intellectual chops to do the job. The interview
then becomes more of an opportunity for good
conversation, considering not just the substance of
the job but the way technology exists in our culture.
The culture is crucial here. We’re a group who thinks
and works hard but we don’t take ourselves seriously.
We’re very close-knit and regularly go out together,
to everything from charity events to concerts to
happy hour.
Achievements
There are a number of achievements I can point to
that have been huge wins for us in the 16 months
the team has been together. We’ve developed a
comprehensive privacy-by-design program to
carefully protect users’ information. The whole legal
team has been part of this privacy program, with full
buy-in from our designers.
A few months ago we issued our first transparency
report to let users know exactly what sorts of
requests—and how many of them—we were
receiving from law enforcement seeking user data.
It was a matter of pride—both personally and for
the company—to issue that report as early in our
company’s lifespan as we did. Snapchat has long
believed that it’s important to be forthcoming with
its users. Our transparency report was an emphatic
way to make good on that pledge.
The Electronic Frontier Foundation produces an
annual report called “Who Has Your Back” which
includes a ranking system – five potential stars
for different categories of privacy and data use.
Snapchat is eligible for four of those stars. This year,
with the developments implemented by legal, we
won three stars out of those four, up from just one
star last year before we had a legal team.
Challenges
The biggest challenges we face as a legal team are
the same that the whole company faces: novelty,
speed, and volume. Snapchat has developed new
products at an astounding rate and has a velocity
that’s hard to comprehend. Mix into that the
company’s quick growth – we went from 20 to 600
employees in two years – and you can see the legal
department doesn’t have much time to rest.
93
sponsored by
Yahoo!i
General counseli
Ron Bell i
Revenue: $4.61bn i
General counsel Ron Bell talks about Yahoo!’s collaborative culture and how it
can endure in a fast moving industry and how it’s produced a team mentally
that can endure even after lawyers leave the company.
Tell me what defines the culture in the Yahoo! legal
team?
Collaboration is the key to Yahoo’s culture. We are a
global platform, so when we launch products, we
launch them in multiple jurisdictions at once, with all
of the regulatory, linguistic and novelty issues that
global platforms introduce. To address those issues,
It’s important for us to have a team-orientated,
collaborative culture and we hire people who
possess a high orientation toward teamwork, not just
in name but in deed.
Yahoo’s business straddles many fields. We are
a media company in the traditional senses –
for example, Katie Couric works for us – and a
mobile applications company, a social company,
a communications company, an advertising
company, and an ecommerce company. So we need
in people we hire, an ability to adapt and to work
cross-functionally and to learn new skills as the
business evolves. We look for, for lack of a better
word, adaptability. Our approach to the organization
facilitates this trait as it is not uncommon in the
course of a Yahoo career for someone to start out
doing one thing—say, licensing—then to do product
work or marketing.
We very much orient towards allowing people to
94
move within the organisation, and to develop new
skills where it makes sense for the business and
where it will help to grow the individual. Because
our business is so fast paced and a lot of the things
we are doing are very novel, we really look for
people who are incredibly curious and willing to
ask questions, and who aren’t uncomfortable
dealing with legal areas in which there is a lot of
grey. Where answers don’t yet exist, we think
together about what the right approach is, what the
business-friendly and regulatory-friendly approaches
might be for our users. And so we really look for
people who are creative, practical and proactive,
and who also think highly about how to represent
the brand.
One thing that is unique about our team is we
spend a lot of time thinking about how legal
as an entity can help Yahoo not just as a company
carry out its business objectives, but also how we
can help both enhance and reinforce the brand,
the cultural values of the company, whether that’s
our public policy positions, our work in human
rights, our public interest litigation, our pro bono
work.
So when you combine all of those, it’s a unique
culture, in that everyone is technically excellent
– we try to hire for technical excellence – but also
YAHOO!
adaptable, proactive and relationship orientated,
both with each other and within the business.
we see now are more global in nature and require
global thinking.
Is it hard to find those sorts of people?
Litigation, product, public policy, ethics, IP and legal
operations are global functions. So our org a combines
horizontal and vertical components. The horizontals
strive for consistency right across how we operate
globally and the verticals orient to the needs of local
regions, businesses, and cultures. So we think we have
the best of both worlds.
People tend to self select who want to work here.
We have always more resumes coming in than
we have positions available. We try, as part of our
hiring process, to have multiple people interviewing
candidates, including people from the work groups
in which candidates will be working. So we try to
reinforce from the start, you are not just joining a
legal team, you’re joining a company, and you’re
expected to use your legal training to serve the
interests of the company and help the company
grow and benefit. We also try to reinforce the fact
that you’ll have a lot of independent discretion but
you’ll also be part of team environment. When you’re
interviewing people, you can tell pretty early on
the people who get really excited by those sorts of
opportunities, or are excited about working in areas
where they are going to have to come up with the
answers themselves, and those who might be more
comfortable with staying in a single area of expertise,
and having fewer grey areas to it. So we find that
through the interview process we’re usually pretty
good at selecting people who are eager to embrace
and will find value in the culture. And of course
we try to find people who we think will contribute
something unique themselves.
What is the basic structure of the Yahoo! legal
team and how does it report into the broader
business function?
We have organized our lawyers geographically in
hubs to support each region. So we have people
in many locations, but we have a concentration in
hubs in Asia and EMEA (for example, London, Ireland,
Taiwan and Hong Kong). We find that helps because
people can collaborate more easily with each other,
can share the work with each other, and can be
more efficient in servicing the business. From an
organizational standpoint, we have both horizontals
and verticals. Our verticals are really the teams that
serve each geographic region. So they’d be doing
the partnerships and licensing of content and many
of the sales agreements for those regions, as well as
assisting with product issues that might arise in the
regions as new products are being developed. They
would assist with litigation and things of that
nature.
Horizontally, we’ve got a number of different teams
that work across the entire company. The privacy
team is global, law enforcement is becoming a global
function – it wasn’t when I started but it’s become
apparent as time has gone on that many issues that
Has that always been the case, or has the structure
developed more organically?
It’s changed quite a bit over the years. We’re more
orientated into the hubs than we were when I
started, and bringing people together and trying to
concentrate people in a few locations. We definitely
also have more horizontals than we did when I started.
Law enforcement is a horizontal that was originally a
vertical in each region, now it’s truly a horizontal. Legal
operations was a discipline that I got started originally
as part of the Americas group and then expanded
to become a global function, as we were looking at
how we could improve our technology, become more
efficient.
The business has been constantly evolving; we’ve
been trying to figure out what’s a legal structure that
allows the heads of business to have someone to go
to on a consistent basis, but which isn’t so mapped to
it that every time there’s a restructuring or a change
in leadership we have to restructure the legal team. I
think there’s always a balance between following the
business orientation and making sure that from an
operational perspective you’re building something for
the longer term.
So as the business has become focused on platforms,
but for efficiency, we’ve got more horizontals.
What are the ways in which the legal team at Yahoo!
has most impacted the strategic direction of the
company?
I think there are a couple of ways. The business is
transforming from being a PC-based business, to being
a business that focuses more on mobile video, native
advertising and social networks, many of which are
emerging areas.
We’re in a really fast moving industry. People want
to launch quickly, they want to push legal and
technical boundaries and they’re doing it in
new areas that we didn’t deal with before. The
biggest impacts we’re having is advancing those
transformations. For example, we did over 20
acquisitions last year. We did over 100 product
95
sponsored by
launches last year. We had to integrate all those
companies we acquired and adapt their privacy
policies. So one area where we are making a big
impact is simply keeping up with the transformation
and enabling the business to scale at a time when it
really needs to be able to move quickly and nimbly.
Another area, which I mentioned before, is
representing the brand, conveying what’s
important. So we created what I believe is the
first full-time business and human rights programme
in the industry. Dedicated people whose job is
literally to look at the human rights impact of
products that we might be undertaking, acquisitions
and deals that we might be undertaking, to help
us think through the best way to structure those in
the work. How can the legal function help reinforce
those values in the brand?
And finally, I would say, we generate revenue! Besides
doing things like simplifying sales agreements and
platform terms and all the traditional stuff, this team
brought in, in last two years, north of $500m in IP
licensing and sales revenue, which is substantially
more than it costs to operate the team!
Our patent licensing program is a good example
of our approach. We look at that as being good
stewards of resources that are entrusted to us. We
want to mine the IP, we want to cultivate and capture
and protect the IP of the company. And then, if
there are partners who can benefit from that, or
‘We created what I believe is the first
full-time business and human rights
programme in the industry.’
a way that is human rights friendly. We think that’s
pretty industry leading.
We ended up over the last year initiating or
participating in a number of law suits and legislative
initiatives around intelligence reform, trying to strike
the right balance between national security and
privacy so that governments can obviously pursue
legitimate interests but subject to oversight and with
transparency and disclosure about what they do.
In the United States we’re one of the leading
companies in the fight for net neutrality, we’re very
visible in patent reform efforts here.
We represent the brand and convey what’s important
and uphold the values of the company through our
litigation and public policy efforts. That includes
being very transparent about, as a company, building
relationships with regulators and others responsible
for overseeing what we do, so that we can educate
them about what we’re thinking before we enter
into new areas and understand what their thinking
is so that we can bring back to our clients what the
perspective is.
I think we, as a legal team, think aggressively about
how we can add value to the brand and not just do
96
would be interested in that, we’ll approach them on
a completely non-confrontational basis, ‘would you
be interested?’ People have said to me, ‘if you’re not
aggressive and not threatening to sue everyone,
how can you have a programme?’, and the answer is,
if you have valuable IP there will always be interest.
For example, is the IP we hold still of relevance to
our current business? What we were doing ten years
ago might be more relevant to somebody else than
it is to us today. How can we find a win/win solution
there?
What makes the Yahoo! legal team a great place
to work?
I think one of the things that is special about our
team – even within our company – is we have a very
‘bottom up’ people-orientated philosophy when
it comes to helping to improve the workplace.
For example, we have a group in legal called the
People Committee, all volunteers, that does things
like focus on how we can onboard and make their
experience better; focuses on how we can educate
our lawyers whether it’s traditional CLE education
for our legal professionals as well as things like time
management, or psychology, how to persuade or
negotiate. We have a mentoring programme that
we formally created a few years ago; we educate our
YAHOO!
managers on leadership training. All of this being
essentially ‘bottom up’ things that the team said,
‘this would be really valuable and helpful to us, can
we get it started?’ What we’ve done is say, ‘if you’re
interested in contributing and you’re willing to put
some time toward it, and we agree it’s a priority, we
will find the budget, we’ll make it something you can
spend your time on, and we’ll give you the visibility
and leadership experience regardless of what job
‘level’ you might be at. If you are paralegal who has
a great idea on how to improve the department,
you could end up working on that idea. And this
has created both opportunities for people to work
cross-functionally with each other as well as a chance
for us to identify some of the emerging leaders and
natural leaders in the department who are always
being proactive and entrepreneurial. What we want
to do is cultivate an entrepreneurial mind-set and the
best way to do that is let people be masters of their
own destiny. So I would say that group in particular
embodies one of the things that makes this place
really special.
How do you manage talent within your team?
There’s a couple of different things that we’re doing.
The People Committee programme is a way to
identify opportunities and give people opportunities
to contribute, show leadership and improve the
processes and the day-to-day lives of people in the
department.
We also have two other programmes that we do. One
is called Global Legal, where people will apply once
a year and say, ‘I’d like to spend a couple of weeks in
another office. Here’s the case for why I’m going to
do that and what I’m going to contribute when I’m
there, what I hope to gain.’ Then, budgets permitting,
we will do that. So you might have, say, a paralegal
from Ireland who spends a week or two in Singapore
educating them on some of the law enforcement
processes that they have developed in Ireland and
taking what he or she has learned in the other
direction. That has been a much more successful
programme even than I would have anticipated.
It has created this sense of global ownership
for many of the issues that we face, as well as a
recognition of what the differences are, more
cultural understanding. It’s been really successful
in helping people have the right mind-set for the
future.
The second thing we do is, we meet – my senior
leadership team meets at least once a quarter for
about a day and half to discuss the talent in the
organisation. Who is doing really well, what do they
need to succeed, to take them to the next level? Who
might need some more help? What we try to do is
both to look at the talent on the team on a team
level, but also globally, how are we cultivating talent?
Who’s strong? What’s working, what’s not working,
what is one manager doing that might be something
we can scale to others on the team? So really taking
a collaborative ownership view of building the
company of the future.
What are the team’s greatest achievements,
internally and externally?
Internally, keeping up with the pace of the business
and building out connections with the business
as it’s gone through so many transformations over
97
sponsored by
the years. Yahoo is a company that has had quite a
few changes in executive leadership and business
direction in the last ten years, and the fact that we
as a team have scaled and been able to keep up
with that throughout and assist the business in that
environment, that’s an achievement.
I would say internally, our biggest success has been
keeping the business informed about what we do,
and building a reputation for not being ‘legal’ in the
sense that ‘you might have to run this by legal’, the
inhuman department, but building a reputation for
being business friendly, proactive, thoughtful and
engaged. For example, we have an internal blog,
which educates people on what we do. If we filed an
amicus brief, we’ll write an internal blog, tell people
what we did, we’ll tell people, ‘we just filed our
quarterly report – here’s where you can find it’. Here’s
what we discussed in our annual meeting. I think we
do a very good job of keeping the company aware
of how legal contributes to the business and what
we are doing to contribute to the business. That has
been a real success for us.
Externally, it’s hard to pick any one thing. In the last
year alone, we’re working on a multi-billion dollar
spin off of our stake in Alibaba. We have resolved
and participated in multibillion-dollar litigation, we
did a $1bn convertible debt offering. We acquired
more than 20 companies last year. Externally, our
biggest success has been that we’ve been able to
work so hard and so well in advancing the interests
of the business. And in educating others, particularly
in regulatory and political side, about where we’re
going as a company and what
our values are.
has faced?
The biggest challenge right now is in creating
wholly new public traded investment company
as part of the spin-off of the remaining Alibaba
holdings. That means we have to have a board of
directors and officers for that company, we have to
set it up; one of our assets, Yahoo Small Business,
will be transferring over so we have to make sure
that has business continuity. So there’s listing
requirements, there’s exchange requirements.
Effectively we’re doing a an IPO and more while
we’re doing everything else to support of core
business. And I think doing that, because of the
global nature and the large size and visibility of it,
has been a real challenge for us.
98
How do you think in-house counsel and their teams
can best add value to their organization?
Legal is a cost centre, but it also can add value to the
business. I would say there’s a couple of things: one
is, understanding that the business of the company is
not legal services. Legal services, our discipline, like the
people in marketing, like the people in engineering,
it’s to bring our training and expertise to advancing
the business of the company. If you start with that
mind-set, you end up coming up with more innovative
solutions that are practical, proactive, focused on
where we are going. My job is not the law, it’s to use
the law as a tool.
The second thing is really cultivating both a curiosity
and reputation for asking questions. That enables you
to adapt to the changes in the business; not starting
from ‘no’, but starting from, ‘OK, what is it you want to
achieve? Let’s explore some ways we might do that
together’. That’s always a good mind-set. How legal as
a function represents the brand, both in the litigation
it takes, the terms and policies it drafts, the contract
negotiations and the relationships it builds with
partners. We as lawyers and legal professionals tend
to touch virtually all the functions in a company, so we
always have value to add, both in those interpersonal
relations, and with the relationships the business
is trying to build with its vendors, its partners, the
regulators and others.
We mentioned revenue – obviously, not everyone has
a patent portfolio and IP and a brand like Yahoo’s, but
being thoughtful about how we’re spending, where
we’re spending, and where the opportunities are to
bring income in on the other side of the balance sheet,
I think, is obviously valuable to the business.
Finally, I would come back to what I said about really
trying to educate business about what we it is do.
For a legal team, we spend a lot of time making sure
that not just executive team but the rank and file at
Yahoo can say, ‘our legal team is doing X, Y and Z, our
legal team is achieving these results for the business’.
In a very proactive way. So I mentioned the blog; we
speak at company meetings, take questions from the
audience and so forth. There’s a real focus on making
people understand that we are not just ‘legal’ in air
quotes, but a team that exists to help the company and
we are part and parcel of what makes the company
great. I think that redounds in so many ways. It makes
people much more receptive to listening to our advice
and it allows us to get into the room and be a better,
more proactive legal team.
MATERIALS
99
sponsored by
100
Air Liquide
Revenue: $17.30bn
Avery Dennison
Revenue: $6.03bn
Cosentino
Revenue: $684m
Air Liquide, a global supplier
of industrial gas services to
medical, chemical and electronic
manufacturing industries, is
blessed with a legal team that
shows strong awareness of how
to generate value. The team
is led by two leading lawyers
in the industrials sector: Kevin
Feeney acts as vice president and
general counsel for Air Liquide
USA LLC, while Michael Dailey
acts as general counsel for the
engineering and construction
division in the Americas. The legal
function is recognized for being
highly technically skilled while
also for delivering the ‘commercial
savvy-ness of how the business
deals with suppliers, vendors
and clients’. The team is widely
praised for its ability to succinctly
communicate legal issues to
business leaders and engineers.
Since joining Air Liquide in 2013,
Dailey has risen from sole counsel
for engineering and construction,
to his current role heading a team
that participates in the day-to-day
decisions shaping the company’s
outlook. According to Dailey, ‘it is
recognized that the legal function
can add significant value to how
we operate as a business and
we are now much more active in
commercial decisions’.
Headed by senior vice president,
general counsel and secretary
Susan Miller, global label and
packaging manufacturer Avery
Dennison’s global legal function
completed a long-term program
for change to optimize efficiency
and value-add. With ‘leaner’
processes and extensive use of
IT and client-engagement tools,
the team has gained considerable
visibility across the business.
Changes were set in motion
when Miller was appointed GC
in 2007, beginning with steps
such as centralization, building
specialisms and formalizing
law firm instruction. The
function moved from regional
legal departments to global
business-focused specialist
streams in 2013, with all lawyers
reporting to Miller. To facilitate
continued improvement, the
team uses ‘scorecards,’ measuring
performance on a quarterly
and annual basis. Each business
line also developed strategic IP
plans in conjunction with their
respective marketing teams.
The department outsourced
trademark management,
while keeping all US patent
prosecutions in house.
Headed by award-winning GC
and former US Rising Star Chris
Garza, Cosentino’s nimble sixstrong North American team
supports the global building
materials provider’s continued
regional growth. Rated highly
for its cohesion and work ethic,
the function takes a close
involvement in business strategy.
It also leads the company’s
innovative Fusion project, aiming
to enhance communication with
business operations across the
region, whilst also supporting
ongoing compliance initiatives.
Serving 1000 employees in 40
locations across the US and
Canada, the department works
closely with the Spanish head
office.
CHEMOURS
Chemoursi
David Shelton, general counsel and corporate secretaryi
Laura Beth Taylor, senior counseli
Chemours is the spin-off of DuPont’s chemical arm which has been officially
trading for less than a year. The legal team is mostly former DuPont in-house
lawyers supplemented by some new hires. Unlike the large former DuPont
legal team however, the Chemours team numbers about 25 attorneys
globally. These are mostly based in the US with one lawyer in Europe, three in
Asia and two in Latin America. The US-based team covers all of North America
from its Wilmington Delaware, base. We met with David Shelton, general
counsel and corporate secretary, and Laura Beth Taylor, senior counsel, to
discuss the challenges the newly minted Chemours team have faced.
A strategic partnership with the business has been
in the legal team’s DNA from the start and general
counsel, David Shelton, conceived that quality as the
core building block of the team. Laura Beth Taylor
commented that: ‘on the commercial legal team,
we are considered “chief business partners” for the
businesses and lawyers sit on global leadership teams
with the businesses. That means our input is valued as
legal advisors but also as a business partners. It’s been
extremely interesting and challenging for us as lawyers
to become strategic business thought partners.’ Shelton
adds that it has really pushed the entire team to
grow. ‘Whether their practice area focuses on litigation,
transactions, IP, environmental or employment matters
-- everyone has had to step out of their comfort zone to
become more connected with the business. What we
need to hear from legal is “how can I help? ”not “that’s
not my job’.”
The road to this new company and its legal team
has not been an easy one. The separation from
DuPont and setting up of the new entity was
described initially as Project Beta and the set of
tasks in the checklist was daunting. What was
even more daunting for Shelton and his team was
realizing that the original checklist from DuPont
only really covered the spin off from the parent, not
the plethora of tasks needed to start a new publicly
listed company. These ran the gamut from forming
and training a board, being listed on the NYSE,
designing a Section 16 program and ensuring other
programmatic filings with the SEC, formulating
the charters and calendars of board committees
and so on – all in a nought to sixty time frame. This
mammoth task was definitely what Shelton would
point to as his legal team’s greatest achievement but
also their greatest challenge.
While the new Chemours legal team is much smaller
than the legacy DuPont team that many of them
were used to working for, Shelton describes the
defining characteristic of the Chemours legal team
as ‘right-sized legal advice.’ Primarily this has meant
that the lawyers are less siloed and more generalist,
101
sponsored by
able to turn their hands to a range of issues. But this
approach is also something Shelton feels melds well
with the aim to become more effective as business
partners to the rest of the company.
Taylor adds that this is also a time to reevaluate
processes and think about how to make them more
efficient. ‘In DuPont we frequently had multiple step
approval processes. Now at Chemours, refreshing
oversight and client self-direction in the way
confidentiality agreements and trademark licenses
are processed. In both these cases working hand
in hand with the business has been key in utilizing
these new approaches so they are more efficient for
everyone involved.
‘We’ve moved the work to where it can be handled
most efficiently, empowering people along the way.’
‘Now at Chemours, refreshing simplicity is
a core value across the company as a whole.
Whether we’re tackling a business problem
or a legal issue.’
simplicity is a core value across the company as a
whole. Whether we’re tackling a business problem or a
legal issue. This all goes back to our fundamental goal
of finding ways to bring value to the business.’
Part of the reason this has been possible is the
focus on streamlining that has been embraced by
the whole business generally. The DuPont Legal
Model was innovative and worked well as a model
for a huge global company with a similarly large
and diverse legal department. But for Shelton and
his team it has really been a chance to reinvent
and make sure that what they have is really fit for
Chemours. Thus far the reinvention around process
has encompassed areas such as injecting paralegal
102
Shelton explains, ‘We gave stretch tasks to people on
the team and trained, empowered and entrusted them
and it’s working.’ An example of this is the company’s
trademark portfolio which is being largely managed
on a day to day basis by a paralegal and a legal
assistant with guidance from a business attorney.
Another good example Shelton points to is the
company’s new code of conduct which was a
fundamental building block of the new compliance
processes. ‘We took the existing DuPont code of
conduct’ Shelton explains, ‘but simplified it and
shortened it. The document has gone from 39 pages
to 20. We’ve also focused on making it much more
positive and designed to help build a culture. Don’ts
CHEMOURS
have become dos and we focus on best practice not
just prohibitions.’ Over 50 employees from around
the world collaborated to draft and publish the
Chemours Code and supporting policies. It is clear
and to the point, focuses on what matters and is
refreshingly simple. Just like the new legal team.
The value proposition of this approach is built on
knowledge sharing, business intimacy and resource
optimization. Business intimacy allows legal to
give more responsive and proactive answers, with
faster uptake. Knowledge sharing ensures all are
armed with the lessons of the past to avoid, and
the opportunities to gain. Resource optimization
means it’s everyone’s job to determine the most
efficient way to provide legal services, which includes
sometimes admitting that it can be done best by the
client or does not have to be done at all.
Where the new streamlined approach really comes
to the fore is in managing talent. The size and
scope of the DuPont legal department meant that
it was diverse and departmentalized with a lot of
specialists. The new leaner Chemours legal team has
to think quite differently. As Taylor explains: ‘We all
have to think more laterally. This has had the effect of
broadening opportunities for everyone on the team
which is definitely energizing. I am now responsible for
a much wider range of areas and this gives me exciting
challenges to look forward to as I come to work each
day.’
Chemours as a chemical company has inherited
a healthy share of litigation challenges. But the
culture of reinvention is core here as well, as
Shelton explains. ‘We revamped and restructured
how we manage a lot of existing asbestos cases and
have lowered legal spend on these to about fifty
percent off what it was historically.’ There’s likely to
be no let up as challenges come from all sides, as
Shelton comments; ‘we inherited an activist as well’.
The activist investor, Nelson Peltz, tried to force a
takeover of DuPont, and by virtue of owning DuPont
stock, then received Chemours shares. ‘Our investor
base in the first sixty days traded over fifty percent of
its total volume, so our owners are constantly
shifting.’
While this might seem like a raft of challenges,
Shelton feels his team are up to it and have
already proved this. ‘We have a really good team,
and people are really hard working and dedicated
and everyone has a vested interest in making the
company a great success. We all have a personal stake
in making it successful and if it fails, it’s a failure for us
as well.’
What is driving this in Shelton’s eyes is the team
oriented nature of his lawyers, ‘Having a team
orientated mindset is what will make us a really great
legal department.’
For the lawyers at Chemours though it’s the
variety and scope of their new challenge which
is energizing the team. As Shelton explains. ‘You
are solving problems and you there’s nothing routine
about it from one day to the next. Typically only about
ten percent of any solution is purely legal knowledge.
The rest of it is your experience and judgment, and that
is what adds value to the business. It’s about knowing
the legal boundaries but also really knowing the
business.’
In speaking to Shelton and Taylor, we are reminded
more of lawyers in start-ups than a publicly traded
company, which is part of America’s corporate
tradition. But this may be they key to the team’s
success as Shelton summarizes it, ‘We’re a 200 year old
start up. We get to create the culture – which is a cool
place to be.’
103
sponsored by
104
Evonik Industries
Revenue: $14.60bn
Greif
Revenue: $4.24bn
Global chemical manufacturer
Evonik’s ‘well-respected’, ‘stable’
and ‘knowledgeable’ US legal
team has seen significant growth
and development in response to
the business’s ongoing regional
expansion. North America GC,
vice president and secretary
Gregory Mulligan has built
specialist streams into the team
and has been highly effective
in promoting lawyers’ business
awareness, according to sources.
Evonik has been through
considerable change over recent
years, and the US team has taken
a leading role in a number of
significant cross-border strategic
transactions.
World-leading industrial packaging producer Greif’s five-lawyer
function, split across the US and Amsterdam, remains small by design.
‘At the end of the day, by any statistical compilation, we are well below the
benchmarks for how large a legal department should be based on company
size’, general counsel Gary Martz concedes. ‘I think one of our greatest
achievements as a department is that we remain a very small department
in a very large and complicated company. We add value by making sure
we perform the right kind of work and ship out to outside counsel other
work that we think isn’t as value-added. We then really try to push back into
the businesses for other solutions’. As well as keeping legal spend down,
the advantage from Martz’s point of view is keeping the team very
close to the business. Employing a formal business-partner program,
every business line and geography has its own go-to lawyer, as well as
having a direct line to the GC. ‘Because we understand the business, we
understand how it makes money, we understand the challenges they face
and we understand what we need to do to be successful on a firsthand
basis because we live it with them’. The team has also worked hard to
get the most out of its relationships with outside counsel, negotiating
competitive fees and building relationships with an elite group. ‘In the
long-run you need to create situations where the outside counsel and the
company both win’, Martz warns though. ‘Short term, you can have some
spikes and one person can feel that they didn’t get what they should have,
but you can’t do that in the long-run’. What is most remarkable about
the team’s size is its effective support of Greif’s aggressive growth over
recent years. As well as leading huge strategic transactions, the legal
team has also maneuvered significant regulatory challenges, owing
to their large product share. A member of the executive team, Martz is
highly regarded both internally and externally and was recognized in GC
Powerlist’s 2013 US guide.
U.S. STEEL CORPORATION
U.S. Steel Corporationi
General counsel, chief compliance officer and SVP-government affairs i
Suzanne Folsom i
Revenue: $17.37bni
U.S. Steel is an iconic corporation in the American manufacturing industry.
In recent years, the company has faced challenges due to the decline of the
domestic steel industry as a result of various market forces, particularly
unfair competition from foreign imports. It has now undertaken a mission
to reclaim its status as the iconic corporation, with the legal department
being a key part of that mission. Suzanne Folsom, general counsel, chief
compliance officer, and SVP-government affairs, talked to us on the
progress that is being made, and the team with a ‘core of steel’ that she
proudly leads.
U.S. Steel was the first-ever billion-dollar company,
and at one point the largest company in the world.
When Suzanne Folsom joined in January 2014, she
was honored to be part of a company with such a
storied legacy in corporate America.
As at most large US corporations, legal once
operated in a silo. No more at U.S. Steel. Now legal
sits at the table with its officers, directors, and
business unit department heads. Legal has earned
their confidence as an indispensable strategic
advisor and invaluable contributor at all levels of the
business. The department is more proactive than
ever – anticipating possible issues and resolving or
mitigating them before they evolve. This proactive
approach allows the company to focus on its
operations and not legal issues. This enhanced role of
corporate counsel is a provision of the The Carnegie
Way, an enterprise-wide initiative spearheaded by
U.S. Steel’s charismatic CEO Mario Longhi. The plan
is to simultaneously modernize the company so that
it can operate more efficiently and effectively, while
retaining those company qualities and practices
that helped cement its status as the great, iconic
American corporation. Those qualities include an
unwavering commitment to ethical behavior and
practices at every level of their operations.
Suzanne Folsom’s role as general counsel extends
far beyond the confines of the law, and therefore
the entire department has taken on greater
responsibilities as well. She is not only responsible for
legal, regulatory and compliance, and government
affairs, she is also the steward of the company’s
105
sponsored by
106
overall governance. Furthermore, Folsom is
responsible for the overall performance of select
divisions: security, aircraft, environmental affairs,
and labor relations and she is the business leader in
charge of the real estate division. Folsom’s role at U.S.
Steel – and her recognized performance – places her
squarely in the camp of the “new global GC” – the
role general counsels are being expected to fill in the
corporate world today.
future needs, and has taken a myriad of other steps
including revising all corporate policies, revamping
the case management process and refreshing billing
guidelines, in order to address the current business
challenges faced by the company. In other words,
over the past eighteen months, the legal department
has been transformed from soup to nuts, as one
significant part of the overall transformation of the
company.
Too often, companies that have been in existence for
generations continue to rely on traditional practices,
even when the world around them is changing.
This is no longer the case for U. S. Steel. As general
counsel, Folsom has had to make some tough
decisions, as have other business leaders. The legal
department has experienced reductions in force as
part of the strategy to align current resources with
Old-line companies also tend to suffer from a lack
of diversity, including diversity of experience. One
of Folsom’s first priorities was to take stock of the
legal department’s strengths and weaknesses. She
asked the business units – their clients – how they
viewed the legal department. Attorney skill sets
were assessed in conjunction with a comprehensive
review of whether the department had the right
U.S. STEEL CORPORATION
subject matter expertise and change management
experience to serve U. S. Steel and its current and
anticipated future needs. Difficult staffing decisions
were made and diverse talent was recruited.
In their recruitment efforts, the U.S. Steel team
has searched for bright lawyers, compliance
experts, and government affairs professionals
from across industries – those who could leverage
their experiences to help with the transformation
initiative. They identified those with strategic
instincts, the kind of strategic business instincts
that cannot be taught. They looked for those with
crisis and leadership experience. And they sought
out high-energy individuals who immediately
understood and embraced The Carnegie Way
initiative.
A geographically wide net was cast, and the desired
talent was attracted to Pittsburgh. Although
persuading the right talent to relocate was a bit of a
challenge – since Pittsburgh had not been previously
seen as a popular relocation destination – the
renaissance that Pittsburgh is experiencing was a
positive selling point. The U. S. Steel legal team has
struck a chord in ambitious people who want to
make a difference in a historic company undergoing
a historic transformation. The message to both
‘old’ and ‘new’ attorneys is that they can be part of
something amazing – that they have the opportunity
to be on the front lines of shaping what the future
looks like for a company and industry who are
important to the critical infrastructure and national
security of America for generations to come. Folsom
believes the reconstituted legal, compliance and
government affairs team has the right balance now
to support the company and The Carnegie Way going
forward.
That being said, how then does any legal
department retain exceptional talent, especially
when its company is in the midst of a massive
transformation? Folsom understands that this
challenge must be considered and addressed
in parallel with all the business challenges.
The company knows that it must demonstrate
appreciation for the hard work that is routinely
expected and delivered in response to the
extraordinary challenges facing the company,
and has taken creative steps to show that
those instrumental to the transformation
are valued.
A second key priority for Folsom when she arrived
at U.S. Steel was to ensure that the legal team had
appropriately prioritized issues and was addressing
them in the most effective and cost-efficient manner.
For example, trade is one of the most critical issues
for U.S. Steel, yet when Folsom arrived they had no
in-house trade expertise. All trade work had been
outsourced, leaving no one within the company
with a complete understanding of the issue and
cases. Although the company still utilizes the
assistance of outside firms on trade matters, they
now have in-house attorneys including Debbie
107
sponsored by
Shon, VP, international trade and global public
policy, with the requisite trade credentials to
ensure that the company is fully engaged. This
has had the concomitant effect of reducing their
outside legal spend. Moreover, this move has been
important to their recent successes on the trade
front as they continue to fight against the illegal
dumping of imports.
It would be fair to say that one of the legal
department’s greatest achievements thus far, is its
work on the trade front including success with trade
cases and legislative change. Most importantly, U.S.
Steel’s legal and government affairs teams partnered
and worked with members of congress to clarify the
injury standard in dumping cases. That legislation
passed on the Hill, and was signed into law by
President Obama, changing those trade provisions
108
for the first time in decades. These changes cleared
numerous political hurdles and were ultimately
embodied in the reauthorization of the Trade
Adjustment Assistance bill, which moved through
Congress with the Trade Promotion Authority. No
one in the industry thought this could happen – yet
it did with U.S. Steel in the driver’s seat. On June 29,
2015, President Obama signed the new language
into law – language drafted and promoted by U.S.
Steel – with its CEO in attendance at the White House
ceremony.
‘Team’ is the operative word for Suzanne Folsom.
Her own professional growth was possible
because, in the past as well as today at U.S. Steel,
she has been privileged to work for standout
leaders who know the value of – and practice daily
– teamwork and mentoring.
PUBLIC SECTOR
109
sponsored by
California
Department of Tax
Supporting a central government
body in one of America’s leading
commercial centers, the California
Department of Tax’s legal function
routinely works on complex
legislative initiatives. It is the
legal team’s approach to talentmanagement which particularly
sets it apart though. Having
built relationships with leading
law schools, the department
is making it a focus to sell the
appeal of the exciting alternative
career path it can offer graduates.
With fast-track progression,
the team empowers even its
most junior members to take
ownership of projects and take on
considerable responsibility early
on in their careers.
110
Federal Housing Finance Agency
Headed by Alfred Pollard, Federal Housing Finance Agency’s Office of
General Counsel has won recent acclaim through its handling of major
Wall Street securities litigation. Equally important, in Pollard’s view,
has been the department’s ‘central’ support to ‘the largest and longest
financial conservatorships in American history’. Supporting the Agency’s
dual-function of supervising and examining Federal Home Loans
Banks, Fannie Mae and Freddie Mac is complex enough. At the same
time, the multi-disciplinary department fulfils the wide-reaching legal
and regulatory needs of the federal agency’s day-to-day operations.
‘Our basic premise every day is that our team can undertake all legal
work in-house’, Pollard says. ‘Where we have specialized needs, such as
litigation, we then look for outside support’. Fulfilling the needs of a
500-strong federal agency keeps the department’s 32-lawyers stretched
to full capacity. While Pollard’s team is structured along specialist lines,
members are known to turn their hands to anything, within a ‘very flat
structure’, Pollard explains. ‘I see an office made up of highly qualified
lawyers and other professionals. At certain points in time, if we need an
extra hand or a new issue suddenly appears, I can just walk down the hall
and say: “All right – who can help?” The group is very collegial and very
responsive to our agency’s needs’. The team played a central role in the
FHFA’s 2008 formation, managing the integration of three separate
agencies’ legal and agency staff. Setting up ‘during a period of historic
turmoil with a steady and workman-like approach’ was not easy, Pollard
concedes.
TELECOMMUNICATION
SERVICES
111
sponsored by
112
AT&T
Revenue: $132.45bn
T-Mobile
Revenue: $29.56bn
With senior executive vice
president and general counsel
Wayne Watts set to retire in
the near future, Dallas-based
communications giant AT&T
will lose, in the words of AT&T
chairman and CEO Randall
Stephenson, ‘one of the top legal
minds in corporate America’.
Fortunately, Watts has built up a
formidable team of lawyers who
will be able to continue his legacy
of expert corporate guidance. He
will be replaced by David McAtee,
current assistant general counsel
for litigation. In his time at the
company, Watts has negotiated
mergers and acquisitions with
a combined value of nearly
$250bn and has been integral to
AT&T’s success. His most recently
negotiated deal is also his largest:
AT&T’s $49bn purchase of DirecTV.
The AT&T legal team has shown
itself to be a leader in the US
market in a number of other areas,
in particular through its admirable
commitment to pro bono work
and corporate ethics.
The US’s fourth largest mobile
company, T-Mobile has faced
considerable legal challenges
in recent years, including the
attempted AT&T merger, blocked
by the Federal Communications
Commission in 2011. With over 20
years’ industry experience, general
counsel David Miller is prominent
and respected in his field.
Litigation head Laura Buckland,
recognized in GC Powerlist’s 2013
US listing, handles all risk, state
and federal government agency
inquiries and investigations.
BT AMERICAS
BT Americasi
Revenue: $6.80bn i
General counsel i
Richard Nohe i
How many employees report to you?
Roughly 40 over the Americas – the US, Canada,
Caribbean, Central and South America. Not all
are lawyers - about 80% are lawyers, alongside
import/export specialists and ISO specialists for the
compliance side, paralegals, external secondees, and
contractors.
Can you explain the basic structure of your legal
team in the US and how it reports to the broader
business?
Legal, governance, compliance, and regulatory report
to me within the Americas. My key stakeholder is
the president for the Americas region, then I have
reporting lines back into the UK, where we have
centres of expertise for each of legal, governance,
compliance and regulatory. Effectively we have solid
lines within the region then dotted lines going back
to the centre, and I have a dotted line to the regional
president.
In what ways do you think the legal team at BT
Americas have impacted the strategic direction of
the company?
In two ways: one, with regard to product deployment
– we are very involved in the regulatory framework
which has been modified to fit different jurisdictions
under common law in the US, and the civil code in
Latin America.
The other area is with special access. The local
telecoms network, within the US, is on an un-level
playing field in comparison with the UK market. We
believe there is a bottleneck with local access, and we
have pushed the FCC to take action. They are currently
in the process of looking into data and what can be
done about the bottleneck. Ideally the solution would
have the US looking similar to the UK where all palyers
have the same pricing and conditions.
What makes the legal team at BT a great place to
work?
The camaraderie. We are a virtual team spread out
over various jurisdictions and offices, yes,
but still a team, which is very important. Certainly
being able to bring everyone together is a good
thing to do, and we try to use technology to
help us do this. We use video, audio, and web
conferencing to try to make sure the individual
team members communicate on a personal basis.
This is important, as we are in an interesting,
fast-changing technological marketplace. Using
BT’s own technology to keep our people engaged
helps us better understand the ways in which
technology is impacting our customers in beneficial
ways.
How do you manage talent?
It is sometimes difficult to retain good people. We
try to manage people through meritocracy, and by
113
sponsored by
focusing on people doing their best and who
has the most potential. We use tools such as ‘9
box’ where you look at people’s potential as well as
their skillsets, and we encourage people to develop
their profiles where they may have gaps and where
we can provide support to close those gaps in
skillsets (the 9-box grid is a commonly used tool
to aid in a discussion of employee strengths and
development needs). This area is always a challenge,
especially when we are dealing with highly skilled
people in this particular profession where they have
a specific baseline of knowledge and talent which
is different from other professions and we try to
leverage that.
What would you say are your teams’ greatest
achievements? And are these external or internal
achievements or do these amount to the same
thing?
114
One I’m particularly proud of is that over the
last year and a half we have put people through
the International Association of Privacy
Professionals (IAPP) certification. We have put
75% of eligible people through the training which
is fairly rigorous, involving closed book exams. It
has been a real achievement and now BT Americas
is in a position of being one of the most highly
qualified departments in the privacy area. I
suppose that is how I would measure external
recognition.
Has there been a challenge that the team has
faced recently?
Internally, the volume of deals we go through is
particularly noteworthy. We negotiate lots of
deals on the supply side and the customer side
and we have a diverse product set so we need
different areas of specialist knowledge. This has
really contributed to the ability of BT to grow in the
market. Also, in terms of the special access issue
where we have pushed the FCC to take a proactive
stance when it comes to collecting and analysing
data, this has also been a proactive, rather than a
reactive achievement.
It is probably not unique to BT, but cost pressures
and dealing with downsizing, becoming more
efficient and doing more with less, which seems
to be the trend with technological developments.
Allowing that to happen, being able to manage the
cost pressure and margins while growing the top
line has been difficult. Part of that management
has involved helping the business understand
commercially how deals can be structured to allow
the overall organisation to grow top and bottom
lines.
UTILITIES
115
sponsored by
General Electric
Revenue: $148.59bn
With around 1,200 lawyers
worldwide, General Electric’s
legal team is seen as one of its
main strengths, helping the
company to maintain its high
levels of performance in an ethical
and compliant way. Brackett B
Denniston has been senior vice
president and general counsel of
General Electric since 2004 and
is responsible for the company’s
legal operations across all its
operating sites and business
divisions. The team has recently
helped structure and negotiate
many of General Electric’s
ongoing business transactions,
including a $26.5bn sell-off of
GE real estate assets. The legal
team has also been active in a
divestment of significant parts
of the company’s capital finance
arm and the $9bn acquisition of
French company Alstom’s power
business. In these and many
other transactions, the legal
team has shown the breadth
of its expertise and played an
integral role in delivering value by
realizing the company’s strategy
of returning to its industrial and
manufacturing roots.
116
SCHNEIDER ELECTRIC
Schneider Electrici
Revenue: $28.15bn i
Collegiality is a word much bandied about in regard to teams but Schneider
Electric’s US (and global) legal function really seem to have unlocked the
secret sauce to this, making dealing with a disparate and culturally diverse
company much easier to manage.
The Schneider Electric US team in West Kingston,
Rhode Island, is led by charismatic global general
counsel Peter Wexler, and North America general
counsel, Tom Wirth.
Given the diversity of the company’s endeavor, both
in terms of what and where, centralizing legal might
seem like a counterintuitive move to some. But the
lawyers at Schneider Electric assert that this is what
has really made the legal team a strategic force
within the company. For Wirth, the shift to a global
perspective has made a huge difference in the way
his team is viewed and the way it relates to the wider
business: ‘I have worked for a number of companies
which are regionally focused and for some reason I
have always been the globally focused guy. It is very
difficult to close and implement global opportunities
when you have to convince each region, and sometimes
each country that that particular opportuinity is in
their best interest. Sometimes its not. Nevertheless,
our customers want global solutions so we have to
incentivize people to drive global deals and look at
things from a truly global perspective.’
The legal team works in tandem with compliance,
risk management and insurance; all of these
functions report to global general counsel, Peter
Wexler. The team works centrally and legal have
regional general counsel who report directly to
Wexler, but there has also been a great deal of effort
undertaken to ensure that all areas of the legal
team have visibility throughout the business so the
business leaders have relationships with individual
lawyers and know who to go to.
However, the culture at the team is also very collegial
with a high levels of sharing of work and passing
of mandates around the team so each lawyer has a
good sense of what others are doing and is able to
bring a cohesive perspective to bear on advice given.
As Gail Tighe, assistant general counsel comments,
‘Having a team mentality where people really work with
each other, bounce ideas off each other and leverage
each other’s competencies goes a long way toward
making us strong.’
This strength has manifested itself in the legal team
increasingly being seen as a core strategic player. As
Kimberlee Nauges, assistant general counsel explains,
‘Moving to a shared services environment, where
originally we were supporting defined business units of
the organization, all of a sudden the whole company
was open to us to support and we automatically had
broader responsbilityand visibility; we are now able to
impact the whole organization not just a silo.’
While the globalization of the legal department
ultimately is seen as cementing its strategic
relationship with the business, for Wirth one of the
practical consequences of globalization was an initial
detachment from senior business leaders. As Wirth
put it, ‘We have had to fight our way back in.’ Indeed
117
sponsored by
many of the team felt that legal had now been so
successful in this they have becomes victims of their
own success. with the business reaching out to them
proactively all the time, leading the team to focus
once again on their process. Christopher Phalen,
claims manager explains, ‘We have done a really good
job of educating our clients and it’s often key with our
new acquisitions where we’re trying to replace the quick
run to legal with more practice tools to give the business
the ability to answer some questions themselves.’ This
has partly been achieved via the use of digital tools
for some of the most common queries.
Apart from the centralization of the function helping
to pull the work back into legal, Melissa DuBose,
senior legal counsel explains that a key driver in
bringing work back into the department was , ‘this
culture values us as people and constantly allows us
to develop through training and we never have any
questions as to whether funds are available . It’s created
a team where we have knowledge and subject matter
expertise and are seen as valued employees.’
118
Nauges explains a good manifestation of the team’s
strategic input in this has been in the company’s
global procurement strategy ‘Where we have aligned
our global agreements and contracting processes
with our supply chains so there is consistency among
the regions. Peter (Wexler) has assigned global points
of contact, within his team, that work with regional
attorneys assigned to support those interests. For
example, we’re currently working to manage our our
distributors who operate globally but are US based
by working with our Singapore and European based
procurement teams to negotiate global agreements.
We are now leveraging that model throughout
the organization to drive significant savings and
efficiencies.’
Another example has been the work done by
DuBose with regulators on the Buy American Act of
1933. This is mandated by the federal government
onto its suppliers, where the onus is to provide
goods made in the USA, producing challenges with
much of Schneider Electric’s products as a global
SCHNEIDER ELECTRIC
manufacturer. ‘There were obviously many obstacles
to doing that as a foreign company,’ DuBose tells me,
‘but via proactive work with our engineers and with
US Customs we have been able to show that we we’re
substantively transforming several product linesin the
US thus making them eligible for federal procurement.
Having obtained a successful ruling that ispublished
in the Federal Registry reflects the power of a team
approach. “We’ve set a new legal precedence in this
area.”’
A key challenge for the team, but also an
opportunity, has been working in a company that
is so wide ranging in what it does and makes and
where it does those things. As Tighe explains,
‘Schneider Electric is constantly undergoing change in
its internal organization due to our acquisition strategy
and growth. That means that lines are constantly
shifting in terms of how the different business groups
are organized. One of the challenges for us as a team
is to continually reposition ourself as best we can to
support those businesses as the commercial groups’
players change and, in some cases, the focus of the
company itself changes. It is critical that we in legal are
sufficiently nimble to keep up with those changes and
provide the best legal support possible.’
This variety and pace is one of the components that
keeps Schneider’s lawyers happy in regard to their
own career development; for Tighe, the biggest
advantages to the Schneider legal team are ‘the
breadth of opportunities and the ability to work with
and learn from other members of the team.’
DuBose points out, ‘The real value placed on work
life balance to so huge and being in a place where the
company truly gets it. Being able to put out high-quality
work and being seen as an asset no matter how you do
that and to never a fear or question your importance
to the team. That trust is based in the fact is that we do
our jobs well and Tom (Wirth) can trust the work will
get done.’ For Phelan the legal team’s enthusiastic
embrace of technology ‘is a key part of it as the
company gives us the ability to do our jobs just about
anywhere; so none of us really need to be here.’ Wirth
explains that when the legal team interviews, ‘We
have so many candidates that can do the job based on
resume that our primary focus is on personality and
culture. We balance work all the time and we move
work from one lawyer to another all the time. But in all
these years of doing that, I have never had a lawyer in
this group find an error by another lawyer and try to
show them up.’
In regards to adding attorneys to the group, much
is based on instinct and seeing how prospective
candidates react to the way the department is run.
Tighe states that ‘a key factor in our cohesiveness is
the knowledge that we are all part of a team where
the culture is cooperative. The glue is lot of collegiality,
and that makes work fun, which I have found that
is not case most places. That culture makes it much
easier to maintain your energy and engagement
during the busy periods. It’s important to feel you are
all in it together and are supporting each other.’
For DuBose the culture is firmly down to the
leadership, ‘Tom does know each of us and knows
what our strengths are. We never feel overlooked as
Tom is able to identify unique opportunities that needs
investigation so that piques my curiosity and makes all
the other work much easier.’ Michael McCarthy, legal
counsel adds, ‘our particular culture is really due to
Peter and Tom and the flowing down of the atmosphere
they have created as one of getting to know people as
people rather than just co workers. We may be spread
out geographically, but one way that communication
is enhanced is via monthly calls when we talk to the
whole team throughout country. Communication
has also been key to maintaining the strength of
our department through changes resulting from
acquisitions. We maintain communication and through
that get a range of different perspectives, which creates
a thoughtful approach to whatever we’re working on.’
The group general counsel, Peter Wexler emphasized
a number of times that his strategy is to constantly
hire people who are ‘smarter than I am and allow
them to be so.’ He feels strongly that too many
managers make the mistake of being hung up on
their own importance and not considering the best
ways to maximize the potential of their team. This
strategy certainly seems to be working with his legal
team.
119
sponsored by
AB Inbev
38
California Department of Tax
110
AIG
52
Centerbridge Partners
56
AT&T
112
Chemours
101
Abercrombie & Fitch
22
Clayton Homes
57
Air Liquide
100
Comcast
24
Alliedbarton
20
Conservation International
17
Cosentino
American Civil Liberties Union
16
Credit Suisse American Express
54
Depository Trust & Clearing Corporation
American Hospital Association
70
Ascension Health Alliance
70
Discover Financial Services
58
Astrazeneca
71
EMC Corporation
88
Avery Dennison
100
Evonik Industries
104
BMO Financial Group
54
FMC Technologies 48
BT Americas
113
Federal Housing Finance Agency
110
Bank of America Merrill Lynch
55
Gap Inc
25
Bechtel
12
General Electric
116
Becton, Dickinson and Company
78
GitHub 86
Bill & Melinda Gates Foundation
16
Glaxosmithkline
72
Black & Veatch
13
Google
89
Boeing
14
Greif
104
Booz Allen Hamilton
82
HCP
59
Boston Scientific
79
Hewlett-Packard
90
Bristol-Myers Squibb
71
Honeywell
83
Brooklyn Nets
23
John Deere
83
CBS Corporation
24
Johnson & Johnson
73
(ACLU)
120
100
(DTCC)
57
59
INDEX
Jones Lange Lasalle
60
Snapchat
92
JPMorgan Chase & Co.
61
Starbucks 32
Kellogg’s 46
T-Mobile
112
Kinder Morgan
49
The Environmental Protection Agency 17
Liberty Mutual Group
61
The Museum Of Modern Art
LinkedIn
90
Major League Baseball (MLB)
28
The New York Times
Major League Soccer (MLS)
28
The United Services Automobile Association
Markit
64
Marsh & McLennan Companies
62
The Walt Disney Company 34
Merck & Co.
73
Tishman Speyer
68
Microsoft
91
Tivo
34
Morgan Stanley
64
Towers Watson
68
National Football League (NFL)
28
Trian Fund Management
67
Neiman Marcus 29
Tribune Media
35
Nike 30
UnitedHealthcare Group 74
Oaktree Capital Management
65
United Way Of New York City
18
PDT Partners
65
U.S. Steel Corporation
105
PepsiCo
30
Walgreens Boots Alliance
76
Pernod Ricard
31
Wal-Mart Stores 36
Pratt & Whitney
84
Weatherford International
50
Prudential Financial
66
Wells Fargo
68
PulteGroup 32
Wendy’s
35
Raytheon
84
Wood Group
50
Schneider Electric 117
Yahoo!
94
Shell
49
(MOMA)
(USAA)
18
33
66
121
sponsored by
70
GC POWERLIST 2015 • IRELAND
AUTUMN 2015
GC | AUTUMN ISSUE 2015 | WWW.GCMAGAZINE.COM
GC POWERLIST SERIES
sponsored by
Other titles in the GC Powerlist series
GC Powerlist Africa
GC Powerlist Asia
GC Powerlist Deutschland
GC Powerlist Ireland
GC Powerlist Latin America
GC Powerlist Middle East
GC Powerlist Russia
GC Powerlist United Kingdom
GC Powerlist United Kingdom Rising Stars
GC Powerlist United Kingdom Teams
GC Powerlist United States
GC Powerlist United States Rising Stars
More titles coming soon...
GC Powerlist Australia/New Zealand
GC Powerlist Benelux
GC Powerlist Canada
GC Powerlist Central and Eastern Europe
GC Powerlist China/Hong Kong
GC Powerlist France
GC Powerlist Iberia
GC Powerlist India
GC Powerlist Nordics
GC Powerlist South East Asia/Singapore
GC Powerlist Turkey
For more information on the GC Powerlist series, to nominate for one of our forthcoming publications, or to
see full listings of our existing editions, please visit www.legal500.com/gcpowerlist
Chairman
John Pritchard (Solicitor)
Managing director
David Goulthorpe
+44 (0)20 7396 5628
[email protected]
Publishing director:
The Legal 500 Series
David Burgess
+44 (0)20 7396 5665
[email protected]
Editor-in-chief:
GC Magazine
Catherine McGregor
catherine.mcgregor@
gcmagazine.com
Head of research:
Client Intelligence Unit
Dominic Williams
+44 (0)20 7071 3788
[email protected]
124
72
Senior researchers
Julia Ross
+44 (0)20 7396 5683
[email protected]
Key account managers
Ali Blackwell-Cook
+44(0)20 7396 5637
[email protected]
James Wood
+44 (0) 20 7396 5659
[email protected]
Darren Clarke
+44(0)20 7396 5677
[email protected]
Researchers
Mudasser Ahmedi
+44 (0) 20 7071 3787
[email protected]
Creative director
Stephen Jones
GC Powerlist
Legalease Ltd
188-190 Fleet Street
London EC4A 2AG
United Kingom
Design manager
Kate Townsend
Tel: +44 (0) 20 7396 9292
Fax: +44 (0) 20 7396 9301
Content development
assistants
Siân Goodwin
Alitia Jefferies
Printed and bound by DG3
www.dg3.com
For licensed photocopying
within a firm or company, please
call +44 (0) 20 7396 5648
© Legalease Ltd 2015
Boris Dechev
+44 (0) 20 7071 3782
[email protected]
Head of sales
Amy McDermott
+44 (0)20 7396 5648
[email protected]
Copyright applies: no
photocopying (Copyright
Licensing Agency Ltd and
Publishers Licensing Society Ltd
licences do not apply).
www.legal500.com/gcpowerlist
www.legalbusiness.co.uk
www.gcmagazine.com

Publication - The Legal 500

Transcription

Similar documents

Homecoming Packet 2015-2016 - Meeting Portal

sycamore plaza flyer.qxp

pj whelihan`s flyer - Our Lady of Good Counsel

Legal Aid

California Family Law Basics - Harriett Buhai Center for Family Law

JEFFREY SANDLER defends clients in tort litigation

Many lawyers for many laws

THEDROPBOXFILM.ca

Here For Pdf Version