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HOW TO DECREASE LITIGATION BY 70% P66

THE

I N I M I TA B L E PAUL CHADHA

The Accenture attorney and Northwestern professor found his most important project 7,000 miles away // P42


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IN THIS ISSUE

34

AMERICAN RED CROSS

How legal and nonlegal functions combine to strengthen your work

42 ACCENTURE

Leadership at home guides a children’s project 7,000 miles away

72

CLEVELAND CAVALIERS

The Republican National Convention comes to the battleground state of Ohio

78

LEVI STRAUSS & CO.

Shaping and strengthening corporate responsibility

photo: Caleb Fox

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CONTENTS

IMPLEMENT

LEAD STRUCTURE 16 BURTON SNOWBOARDS

How to streamline processes in a massive company

CAREER Finding a surprising home by going in-house

28 FARMERS NEW WORLD LIFE INSURANCE

Networking with Garrett Paddor

30 APOTEX

4

Roberta Loomar pioneers a new position

MODERN COUNSEL

How legal and nonlegal positions factor in your role

TEAM BUILDING 36 VARIAN MEDICAL SYSTEMS

Internal questionnaires build an efficient department

39 AIR LIQUIDE

24 ALLEGIS

A new perspective cuts costs with outside counsel

22 GE HEALTHCARE

34 AMERICAN RED CROSS

APRIL/MAY/JUNE 2015

Finding the right fit with the right people

WORLD VIEW 42 ACCENTURE

Being a leader at home translates abroad

50 STAPLES

Juggling time zones, scheduling, and very long days

M&A

66 UNUM

56 FRONTIER COMMUNICATIONS

Expanding service in its home state

60 VMWARE

Tracking one of the largest technology acquisitions of 2014

LICENSING 62 MODELL’S

New roles and new brands at an old company

LITIGATION

Chris Collins reduced litigation by 70 percent in just 10 years

RISK 69 NASDAQ

Ed Knight assesses risk on a global scale for a powerful industry

NEGOTIATIONS 72 CLEVELAND CAVALIERS

A major event, a midsize city, and many negotiations

64 FIRST DATA

How to use a lawsuit to your advantage

photos: Wendy Cauthorne (Allegis), Caleb Fox (Accenture, AARP)


TABLE OF CONTENTS

116 EVALUATE

CONNECT

CORPORATE RESPONSIBILITY

ENERGY

DESIGN 108 IDEO

78 LEVI STRAUSS & CO.

96 PANATLANTIC EXPLORATION COMPANY

Jeff Staffe builds the company’s social responsibility efforts

84 ACXIOM CORPORATION

How legal departments can be stewards of personal data

HEALTH CARE 91 BRISTOL-MYERS SQUIBB

Balancing litigation and media scrutiny

Analyzing markets to support expansion efforts

TECHNOLOGY 98 BITCOIN FOUNDATION

An emerging technology raises questions

101 3D SYSTEMS

Changing the way we live, one 3-D printout at a time

104 A&E NETWORKS

Digital media evolves, and so must IP lawyers

Creative teams craft enterprise solutions

GOVERNMENT

120 Modern Counsel is a

networking platform, creating a space for you to reach out to other lawyers featured in this issue to make real-world connections.

112 DISH NETWORK

How to balance federal rules with customer needs

WORKFORCE 116 AARP

Rewriting its image and refocusing its goals

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MASTHEAD

EDITORIAL

MARKETING

ADMINISTRATIVE

FEATURES EDITOR Melanie Franke melanie@modern-counsel.com

MANAGING DIRECTOR OF MARKETING Jen Illescas

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STAFF WRITER Mary Kenney

REPRINTS & CIRCULATION DIRECTOR Stacy Kraft

DIRECTOR OF RECRUITING AND RETENTION

CORRESPONDENTS Matt Alderton Zach Baliva Julie Edwards John Larrabee Bridgett Novak Mary Beth Rohde Julie Schaeffer

ART VP OF PRODUCTION / CREATIVE DIRECTOR Karin Bolliger

Elyse Glab

BUSINESS DEVELOPMENT

STAFF ACCOUNTANT Mokena Trigueros

MANAGING DIRECTOR OF BUSINESS DEVELOPMENT Krista Lane Horbenko

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EXECUTIVE ASSISTANTS Cassie Rose

Pedro Guerrero CEO GUERRERO HOWE, LLC

UNDERWRITES DIRECTOR Justin Joseph justin@guerrerohowe.com ACCOUNT MANAGERS Rebecca Biske rebecca@modern-counsel.com Stuart Ziarnik stuart@modern-counsel.com SALES EXECUTIVES Jessica Holmes jessica@modern-counsel.com

CLIENT SERVICES DIRECTOR Cheyenne Eiswald

PHOTO EDITOR / STAFF PHOTOGRAPHER Caleb Fox

SENIOR CLIENT SERVICES MANAGER Rebekah Pappas www.guerrerohowe.com

SUBSCRIPTIONS + REPRINTS

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For a free subscription, visit modern-counsel.com/subscribe. Printed in China. Reprinting of articles is prohibited without permission of Guerrero Howe, LLC. For reprint information, contact Stacy Kraft at 312.256.8460 or stacy@guerrerohowe.com.

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Matt Klancic matt@modern-counsel.com

DESIGNER David Owens

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FROM THE EDITOR

A MEANINGFUL USE OF TIME

My aunt ran a local food pantry, and when I was in high school, I spent every Wednesday afternoon there helping count and sort food. It was relatively mindless work, and I was usually the only volunteer because the space was pretty small. Sometimes clients would come in, and I’d help them find something or talk to them about how their day was going. It was a couple hours every week that I could have spent at track practice or doing my math homework, but I felt my time there was much more valuable than any of my personal endeavors. Between work, family, and friends, our time has become a precious commodity, and people are becoming more selective with how they choose to spend it—which is why a person like Paul Chadha is so special. As corporate counsel at Accenture, a professor at Northwestern, and a father, he has numerous parts of his life vying for his time. After grading papers and putting his daughter to bed, it’s hard to imagine that he has any hours left in the day. But Paul found a cause he wanted to use that extra time to support, and the work he does for a project in Ethiopia puts my three hours per week at the food pantry to shame. Paul is the chairman of the board of the Awassa Children’s Project, a small orphanage and school in Awassa, Ethiopia. He has been a part of the project since it started in 2001, first to provide legal guidance, then

as a key fund-raiser and proponent of the project as it grew into a larger operation. With so many other demands on his time, there isn’t always space left in Paul’s day for Awassa. He thinks about quitting often, but in the end, it’s not truly a viable option for him. We all have those moments in which we feel like we’re spread too thin, but when those additional obligations are to help other people, they become easier to work into our lives. We may not all be able to give the same monumental effort that Paul does, but we should be cognizant of the fact that any effort is always appreciated. Volunteering your time outside of work isn’t the only way to bring more social responsibility into your life. At Levi Strauss & Co., general counsel Seth Jaffe has worked to improve factory standards worldwide and reduce water use within production facilities. And at Acxiom, general counsel Jerry Jones had “chief ethics officer” added to his roles to heighten the visibility and importance of ethical standards at the company. The point is that you don’t have to travel to Ethiopia to make an impact—though you certainly can—but you can make meaningful choices about how to spend your limited time. Whether you find a small food pantry to help out on the weekend or a project 7,000 miles away, you can make a difference if you make time for it.

MELANIE FRANKE Features Editor, Modern Counsel photo: Caleb Fox

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INDEX

# 3D Systems Corporation

101

A A&E Networks 105 Aarons, Mark 62 AARP 116 Accenture 44 Actavis 32 Acxiom 86 Air Liquide 39 AirWatch 60 Allegis Group 24 American Red Cross 34 Andrx Corporation 32 Apotex 30 Askoff, Keith 37 AT&T 56 Awassa Children’s Project 44

B Baughns, Dana Beirne, Maynard & Parsons Bergh, Chip Bingham McCutchen Bitcoin Foundation Bristol-Myers Squibb Burns, Debra Burton Snowboards

24 40 80 80 99 91 22 18

C

P Paddor, Garrett 28 PanAtlantic Exploration Company 10, 96 Paul Revere Life Insurance Company 66 PayPal 99 Peters Pickle Niemoeller 30 Plasse, Stephanie 105 Priebus, Reince 73 Procter & Gamble 80 Provident Companies 66

H Haas, Robert 82 Heins, Jaime 18 Hillman, Jason 72 Hogan Lovells 32 Hughes Hubbard & Reed 18, 30 Hulu 106

IDEO 108

L

T

M

Deloitte 40 Dish Network 113 Dodge, R. Stanton 113

Mayfield and Ragni Studio McCarthy, Dan McKenney, Cecilia K. Meltzer, David Modell, Mitchell Modell’s Sporting Goods Mullen, Todd J. Murck, Patrick

F Farmers New World Life Insurance Feeney, Kevin First Data Corporation Frontier Communications Frost, Rob

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28 39 64 56 73

S

Kaplan 118 Knight, Ed 69 Kuo, John 36

K

D

60

73 72

Schering-Plough 95 Shalom, Ralph 64 SMARTS Group 70 Smith, Dawn 60 Smiths 62 Sonsini, Wilson 61 Soper, Rochael 108 Staples 50

Candies International 63 Chadha, Paul 44 Citrix 60 Cleveland Cavaliers 72 Collins, Chris 66

EMC Corporation

73 80 101 86

72

R Republican National Committee Republican National Convention

J Jackson, Frank Jaffe, Seth Johnson, Andrew Jones, Jerry

Q Quicken Loans Arena

I

Levi Strauss & Co. Levi Strauss Foundation Lewin, Cynthia Life Reimagined Livesay, Paul Loomar, Roberta

E

8

G Gartner 60 GE Healthcare 22 Good Technology 61

80 82 116 118 108 30

10 58 58 34 63 62 13, 96 99

N NASDAQ OMX Group 69 NBC Universal 106 Neal, Steve 80 Netflix 106 Nielsen, Mark 56 Northwestern University 44

Toll Brothers

18

U Unum 66

V Varian Medical Systems 36 Verizon Communications 58 VMware 60

W Wasserman, Jonathan Weiss, Mark Wilderotter, Maggie Williams Sonoma

91 50 58 80

Z Zucker, Jeff

106


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I N I M I TA B L E PAUL CHADHA

The Accenture attorney and Northwestern professor found his most important project 7,000 miles away

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SPECIAL FEATURE

Headquarters

NATURAL HABITAT The PanAtlantic office in Houston uses environmental inspiration to evoke its purpose BY JULIE SCHAEFFER

Expressing the mission of a company through its office design often leads to kitschy and overdone décor, but the remodeling of the PanAtlantic Exploration Company office space shows the value of subtlety. The project stemmed from a change in corporate identity. In 2012, the Vanco Group changed its name to PanAtlantic to better reflect its existing scope of operations. Along with the change, PanAtlantic moved to downtown Houston’s Fulbright Tower and sought to bring its new brand identity to its new office space. Set to that task was Houston-based architectural design firm Mayfield and Ragni Studio. In bringing PanAtlantic’s corporate identity to its two-level, 50,000-square-foot office, the design firm was inspired by the idea of deep-sea exploration. Walking into the reception area is like diving to the ocean floor. An 10

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A wall installation in the reception area features hundreds of dots ascending 17 feet, mimicking a geological map.


The reception desk’s facets, which are constructed of quartzite rock and African wood, make it resemble a geode.

The entryway to the two-level, 50,000-square-foot space is a double-height reception area, where nature and maps inspire the finishes, furniture, and art.

photo: Mayfield and Ragni Studio LLC

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SPECIAL FEATURE

The new office space, which occupies the 23rd and 24th floors of Fulbright Tower, is open and bright, energizing employees and encouraging increased collaboration.

The boardroom table is large enough to accommodate the maps commonly consulted in the oil and gas exploration business, and paintings of abstract geological maps hang on the walls.

12

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photos: Mayfield and Ragni Studio LLC


The nature theme extends into the café, where the floors are made of plain white porcelain or muted gray basalt tile, and counters are travertine with prominent striations.

undulating ceiling with flittering lights suggests sunlight filtering through water. The custom reception desk, constructed of rock and wood, resembles a geode. A 17foot wall installation featuring hundreds of dots mimics a geological map. More than by its design, the space is defined by the way people use it. Employees say they’re energized by the bright, open feel of the office, which fosters collaboration. They also enjoy the technology: cutting-edge computer systems and geophysical software, projectors, and even a state-of-the-art visualization room (a theater-like space that allows geoscientists to graphically represent, in 3-D, what they see in the subsurface of an oil and gas project). “We pride ourselves on being

“We pride ourselves on being at the cutting edge of technology both in terms of our approach to oil and gas exploration and the tools we use, and we wanted our offices to reflect that.” Todd Mullen, General Counsel PanAtlantic Exploration Company

at the cutting edge of technology both in terms of our approach to oil and gas exploration and the tools we use,” says Todd Mullen, PanAtlantic GC. “We wanted our offices to reflect that.” See Mullen’s story on p. 96. APRIL/MAY/JUNE 2015

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LEAD Your Role

“They had never before had an in-house US legal counsel. Having someone with substantial experience in the industry was overdue and very welcome." ROBERTA LOOMAR, APOTEX

STRUCTURE

CAREER

TEAM BUILDING

WORLD VIEW

16 BURTON SNOWBOARDS

24 ALLEGIS

36 VARIAN MEDICAL SYSTEMS

42 ACCENTURE

22 GE HEALTHCARE

28 FARMERS NEW WORLD LIFE INSURANCE

39 AIR LIQUIDE

A new perspective cuts costs with outside counsel How to streamline processes in a massive company

Finding a surprising home by going in-house Networking with Garrett Paddor

Internal questionnaires build an efficient department

Finding the right fit with the right people

Being a leader at home translates abroad

50 STAPLES

Juggling time zones, scheduling, and very long days

30 APOTEX

Roberta Loomar pioneers a new position

34 AMERICAN RED CROSS

photo: Rick Gomez

How legal and nonlegal positions factor in your role

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LEAD STRUCTURE

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photo: TKTKTKTK


LEAD

Cutting Costs & Building Up BY JULIE SCHAEFFER

Outside counsel expenses can add up fast, which is why many corporate law departments are bringing talent in-house. Jaime Heins, general counsel of Burton Snowboards, has been building up his department since arriving as associate general counsel in 2005.

photo: Jesse Dawson

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hen Jaime Heins joined Burton Snowboards, a Vermont-based snowboarding equipment and apparel company founded by snowboarding pioneers Jake Burton and Donna Carpenter in 1977, he saw that the company’s reliance on outside counsel during a series of acquisitions was driving up legal costs. “I stepped into the role at a time when Burton was on an acquisition path, and various people within the company were engaging and interfacing with outside counsel directly,” he says. “It quickly became obvious to me that we could do more internally, relying on team members who had mergers and acquisitions experience, like myself, while at the same time changing the way we interacted with outside counsel by creating a single point of contact.” At the time, Heins was new to the company and didn’t want to be too forceful in his crusade for change. However, one thing worked in his favor— his own experience. After graduating from law school at the University of Pennsylvania in 1999, Heins returned to his native New York City, hoping to pay off his significant law-school debt by working in private practice. In the corporate finance group at Hughes Hubbard & Reed, Heins gained significant experience in mergers and acquisitions. A few years later, he applied that knowledge at Toll Brothers, a publicly held national home builder that was just beginning its transition to multifamily projects with the purchase of an urban infill builder based in Hoboken, New Jersey. Heins was involved in every step of the transaction and would still be there today, he says, if it weren’t for a transformational moment when he and his wife realized that they didn’t want to raise a family in New York City. Together, they headed to Vermont where Heins joined Burton with a new perspective coming from the city. “I let my general counsel know that we didn’t need to call counsel 10 times a day,” Heins says. “I had experience, and he could use me.” Over the next few years, from 2005 to 2009, Burton’s legal department grew and relied less and 18

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photo: Jesse Dawson


LEAD

Insourcing The initiatives that made a department BRINGING AN IP ATTORNEY IN-HOUSE Burton’s patent portfolio is expansive, and protecting it requires significant legal work, which comes at a premium. In 2014, the company started looking for an in-house patent attorney, which Heins says will generate cost savings and drive the company’s innovation strategy. DEVELOPING ANTI-COUNTERFEITING MEASURES Now that Burton is moving into apparel and accessories, Heins is seeing more potential for counterfeiting. To develop a brandprotection strategy, he’s reached out to other brands and industry groups to learn best practices and is starting to develop an internal strategy to support them. HANDLING TRADEMARKING IN-HOUSE Heins doesn’t have immediate plans to hire a trademark attorney, but he’s doing more work on the front end, such as clearance activities, and his team has started handling US-based applications in-house.

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“One theme that bubbled up was the importance of leveraging more internally. It was a natural product of the changing legal environment with internal budgets flattening or shrinking and outside counsel fees rising. It was clear to me something had to give.”

The Intersection of Art and Law Part of Burton’s seasonal product line includes co-branded products. “We use these programs to tell stories about our brand by relating other brands, whether it’s Disney or Marvel or Lucasfilm, to the Burton story,” says Heins, who works closely with Burton’s creative team on these deals. While exciting, he acknowledges that licensing deals such as these are resource-intensive and time-consuming. His advice is to incubate those relationships. “In some ways, you have to take your legal hat off and be patient with the process because the most successful programs are those in which we really got to know each brand.” Here are some of those collaborations.

Star Wars

Pink Floyd

Muppets

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Disney

less on outside counsel for assistance with its complex financing deals, acquisitions, and other tasks. “Doing more internally was just a natural evolution,” Heins says. He stepped into the general counsel role in 2013, at which point he sought advice from industry counterparts in similar shoes—namely, other general counsel at companies making products for consumers. “I asked about best practices,” he says. “And while there wasn’t a single recipe for managing a legal department—everyone has a unique situation, be it an industry or product line or initiative from above—one theme that bubbled up again and again was the importance of leveraging more internally. It was a natural product of the changing legal environment with internal budgets flattening or shrinking and outside counsel fees rising. It was clear to me something had to give.” At the same time, Burton’s chief operating officer, to whom Heins reported, had undertaken a company-wide initiative to focus more on insourcing. “He was concerned that we had a number of vendors who were with us not because they were providing essential services but because they had been with us over a long period of time,” Heins says. “So he wanted to revisit every external relationship, reevaluate it, confirm a positive return on investment there, then negotiate the best deal possible.” That initiative trickled down into the legal department, where Heins was already looking at insourcing, particularly when it came to spending on outside intellectual property (IP) counsel. “Trademark and patent work, in particular, are significant cost buckets with a lot of low-hanging fruit,” Heins says. That’s a result of the nature of Burton’s product line. The privately held company is the world’s leading snowboard manufacturer and also has a growing lineup of surfboards, equipment, accessories, and apparel. Historically, many of these products have been protected via patent, and the company has a broad portfolio of patents that serves many purposes. However, enlisting outside attorneys for their IP issues came at a premium. Hiring an in-house IP attorney became a priority for Heins, who brought the

photos: Burton Snowboards


LEAD

Wolf Greenfield is proud to have helped Burton Snowboards protect its intellectual property for more than two issue to the attention of senior management. “I presented it as an opportunity to generate cost savings in the mid- to long-term,” he says. “But I also pointed out its ancillary benefits. Having a lawyer integrated into the product development process would drive our innovation strategy and hopefully result in even more patents.” Heins eventually got his wish—in September 2014, Burton listed an opening for an inhouse patent attorney. More recently, Heins has been looking at brand protection and anti-counterfeiting measures. It’s hard to counterfeit a snowboard given the extensive capital investment to manufacture it, but now that the company is expanding its business in China and moving into lifestyle categories—such as apparel, backpacks, and accessories—Heins is seeing the potential for counterfeiting. To develop a brand protection strategy, he’s reached out to other brands and industry groups to share best practices. That advice is helping him develop an internal strategy to implement those practices and, most likely, increase staff in the future. “I could see us adding headcount down the road,” Heins says. And with that, bringing more work inhouse for his now well-rounded team. photo: Jesse Dawson

decades. We commend Jaime Heins for his leadership and vision.

wolfgreenfield.com

APRIL/MAY/JUNE 2015

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be challenged, both personally and professionally, in this complex organization and through all of the many areas that it serves. I wanted to develop my experience in international litigation and arbitration, and GE is the best place to do that, as it does business in approximately 180 countries. MC: What has surprised you about working in the health-care branch of GE? DB: I think what surprised me the most is how few administrative assistants and paralegals there are at GE. It is very much a “can-do, self-reliant” organization.

Generally Speaking

MC: You are also a major part of international litigation. What are the most important lessons you’ve learned about the practice of law by working in this sector?

BY MARY KENNEY

DB: There is so much to know about litigation across the globe, and I am constantly learning new things. Laws and culture vary from country to country, as do alternative dispute resolution practices, arbitration, and litigation. One has to be very careful when handling litigation and disputes in another country. You have to be certain that you understand the law, the culture, and privacy, privilege, and confidentiality obligations.

Debra Burns and her legal team were embroiled in a major case in Europe over Christmas, but unfortunately, Burns wasn’t in Europe—she was in GE Healthcare’s office in Milwaukee, taking calls at 2 a.m. As senior counsel of litigation and investigations for the health-care branch of General Electric, Burns is dedicated to her role as an international leader. She always completes the job because she has a passion for her company and her position. Burns shares the most surprising and challenging parts of her varied work.

22

MC: Can you describe some of these differences?

Modern Counsel: General Electric is a huge name around the world, but what specifically attracted you to such a huge company?

is the only company listed in the Dow Jones Industrial Index today that was also included in the original index in 1896. It doesn’t get better than that!

Debra Burns: GE is one of the largest global companies out there, with a stellar reputation for integrity, innovation, and leadership training. It’s over 130 years old. It was founded by Thomas Edison, and it

MC: Working for a large, international corporation has its perks. What’s the best part, for you, about working at GE?

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DB: The opportunity to learn, grow, and

DB: In some countries, the average time for a case to make it through the court system to resolution is 12 years. In other countries, litigation over small amounts (a few hundred dollars) is common and voluminous. In some countries, such as the US, the culture is very litigious, and cases are discovery-intensive and expensive to defend. In still other countries, the culture seeks to avoid litigation, and the result is little to no litigation, little to no discovery, and low defense costs—apologies settle disputes. It just takes time and experience to handle litigation globally, and it never gets boring. photo: GE Healthcare


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MC: What about your personal ethos as an attorney? How does that translate to this kind of work? DB: My personal philosophy in the handling of our litigation is to be fair and just. If we are at fault in a dispute or litigation, we want to resolve that matter quickly, reasonably, and fairly. It is the right thing to do. It is also best for the business and for our customers to settle things efficiently and economically because the longer the litigation, the higher the cost. However, if we are not at fault, we are not afraid to litigate. MC: Internally, you’ve been working on creating a list of outside counsel that GE always works with on a regular basis. What are the requirements to make it on that list? DB: We require our firms to staff our matters leanly and stick to strict budgets. We are also moving toward 60 percent use of alternative fee agreements. Additionally, we have a standard list of outside experts and other vendors [that we work with]. MC: In addition to streamlining work with outside counsel, you’ve also been standardizing processes within your department. What procedures have you implemented, what is their function, and how do they work? DB: We have simplified our document retention notices (DRN) process. We have an electronic tool for notifying employees, providing reminders, and tracking and releasing the notices. We have one DRN form that can be used for almost all matters with only a few blanks to be completed before it is sent out to the pertinent employees for each matter. And we have centralized the DRN process to a small group of people who handle this full-time. We also have a “discovery simplification” initiative involving any technical services or document review in furtherance of the collection, processing, review, analysis, hosting, and production of documents. We have brought much of the

electronic discovery and document review work in-house, but we also have a standardized short list of approved e-discovery vendors, as well as copy services. MC: With so many initiatives going on, what do you enjoy most about your work? DB: There are so many things. First, I enjoy the people with whom I work. They are the best of the best. Bright, intellectually challenging, ethical, hard-working, collaborative, responsive, and dependable. Second, I value and respect both our internal and external customers. I feel very privileged to work in health care, and I am proud of what we do. We make a difference in people’s lives, including my own and my family’s by providing valuable services and products that assist health-care professionals in diagnosing and treating patients. MC: Even with so many positives, there have to be some challenges, right? DB: There aren’t enough hours in the day to tackle everything as thoroughly as one would like to, sometimes. You have to be comfortable making decisions or giving advice with limited information. And, as everyone knows, it is difficult to find that work-life balance.

— CLIENT CONNECTION —

> REED SMITH LLP: “With unmatched

dedication and keen strategic insight, Debra is a savvy litigator who has the invaluable ability to resolve complex legal issues while balancing the needs and objectives of a global business. We are grateful for our successful, long-standing partnership with Debra and GE.” — Julie A. Hardin, Partner

APRIL/MAY/JUNE 2015

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-

confessions of

-

A Reluctant In-House Lawyer BY ZACH BALIVA

Many practicing lawyers aren’t interested in in-house positions. Their reasons can be varied— that it isn’t as exciting as being in a courtroom all the time, they couldn’t see themselves working for just one company and client, or they’re too specialized. One such lawyer was Dana Baughns, now assistant general counsel at Allegis Group, a worldwide staffing firm. Baughns never thought she would go in-house but has been surprised to learn how much the role fits her. Having a seat at the table with her clients before they need her has been an incredibly rewarding experience and one that she definitely didn’t expect. Here, she shares how she made the transition and why she’s never regretted the move to corporate law.

I remember thinking how much power he must have had. I wanted to know how someone got to make or change the rules. I started reading books about Marshall and thought I wanted to grow up to be the kind of person that could make a difference like he did. MC: So, did you go right to law school when you had the chance? DB: Not at first. I minored in pre-law while pursuing my business degree. I wanted to see if law was as interesting to learn as it was portrayed in books I had read or in courtroom dramas on TV. MC: What made you decide to get your law degree then? DB: I worked on Capitol Hill with Senator Chris Dodd from Connecticut. This time was really influential to me because I saw the many things you can do with a law degree. I took the LSAT and applied to the University of Connecticut.

Modern Counsel: What sparked your interest in law? Dana Baughns: I grew up in Connecticut, where I spent my early school years being bused to a district that I didn’t live in as part of a program to take inner city kids to the suburbs because my mom wanted me to go to a Catholic school there. I complained that I couldn’t walk to school with my friends, but my grandmother kept telling me I was lucky, and I got to do it because of a justice named John Marshall and the work he did as an attorney. I was just in fourth grade, but 24

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MC: Did you have any particular passions that fueled going to law school? DB: I wanted to be a child advocate. After completing some volunteer work, I realized I couldn’t just turn off my emotions. Issues affecting children were presented simply in the legislature but very complexly in custody and abuse cases. To be a good advocate you have to control your emotions. I realized this probably wasn’t an area I should be in professionally but knew I could still volunteer. MC: What did you transition to after that realization? photo: Wendy Cauthorne


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The Making of Corporate Counsel Dana Baughns ••

1992

••

1996

••

2004

••

2007

••

2008

••

2008

Starts as legislative aide and subcommittee chief clerk for Senator Christopher Dodd of Connecticut Takes position as an associate at Updike, Kelly & Spellacy Moves to Shipman & Goodwin as an associate Assumes first in-house role as associate general counsel at Sodexo Becomes assistant general counsel with a move to Allegis Group Takes on additional roles as general counsel and secretary of MarketSource, an Allegis Group company

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DB: Early in law school, I felt like I was learning a whole new language and realized I had much to learn—it wouldn’t be as simple or as cut and dry as I thought. I was studying just to learn legal vocabulary, and I was also studying the curriculum at the same time. I got a summer associate position with a law firm where we split time between corporate law and litigation. I was interested more in litigation and started to learn so much under a great mentor in labor and employment law that I felt like I was ignoring the corporate law side. So for the next two years, I enrolled in all corporate classes and spent a lot of my energy there. Then I got a job offer in litigation. I was happy, but I had really prepared myself more for the corporate side. I never even took a labor and employment class in law school.

“I loved it right away because I realized in-house practice was that niche of things that I looked for in private practice.”

MC: How did you find life at a firm? Did it suit you? DB: I loved it. I worked at a firm for four years before moving abroad with my husband to Frankfurt, Germany. I returned to Connecticut just under two years later and began working with another Connecticut firm before moving to Washington, DC. That’s when my career started to shift. MC: What kinds of shifts were you making?

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DB: I got a call from a friend who knew of a temporary position with a company for an employment attorney to cover while an

employee took maternity leave. I wanted to put myself back out there after my second child but was hesitant because it was an in-house position. MC: So? DB: So, real lawyers don’t go in-house! Or at least that’s what I thought at the time. I was in love with firm life, but it was just a four-month contract, and I figured it was a good way to test the waters. I was supposed to shadow for a month, but after three days, the employee was put on bed rest, and I was thrown to the fire. MC: How did it compare to your stereotypes of in-house work? DB: Oh, it was totally different. All of my preconceived notions and biases were wrong! I loved it right away because I realized in-house practice was that niche of things that I looked for in private practice. I saw a chance to help a company, my client, mitigate risk early instead of coming in later when they’ve been sued. A light kind of went off for me, and I realized it was a great fit because I had a body of specialized knowledge in a specific space, and that company had a need for that exact expertise. I was valued. When the woman returned from her maternity leave, there was so much work to do that they kept extending my contract. MC: How did you end up at Allegis? DB: I saw their job posting and liked their business model of placing employees at a customer’s site to perform services. Again, I knew that my subject matter expertise could really add value there. I met with the general counsel, and saw a good alignment of their culture and my values. I came on as an associate GC focused on employment matters organization-wide and was then promoted to assistant GC. Later, I also assumed general counsel and secretary responsibilities for MarketSource, an operating company of Allegis Group that specializes in marketing and outsourced sales.


LEAD

Words of Wisdom FROM DANA BAUGHNS

BE A POSITIVE CONTRIBUTOR Be pleasant enough that people want you in the room. Be attentive, and listen before you talk. Ask probing questions and find creative ways to get around obstacles. REMEMBER THAT IT’S A JOURNEY Don’t just think of a narrow career path that you have to choose right after you get your degree. Find your passion and follow it. It actually doesn’t matter if you’re at a firm or in-house. You just have to be passionate about the work that you do. FIND YOUR ENVIRONMENT Don’t just look for another job. Look for an environment that feeds you as a person. When you interview, ask what the company’s mission, vision, and values are. Then try to discern if they live what they say they believe or walk the talk.

MC: What’s kept you in-house? DB: When I got in-house I saw that I had a seat at the table. In private practice, I was always called upon once the company was sued. It was challenging because I knew I could help avoid these legal issues on the front end if I just had the opportunity for counseling and guidance, but clients didn’t have the time or the budget for that. I wanted to sit at the table as a business partner and help deliver ways for the business to move forward. That’s what I found in-house. If we are aligned, then I want to be part of driving the enterprise forward, and that’s the opportunity that in-house gives you.

success of a good GC is when you are in the room with executives because they want you there and not because they just need you there. I get to facilitate the growth of the business, play an active role, and be strategic. MC: As you seek to be a valued partner, do you find it’s hard to stay current? DB: It’s learning. It’s discipline. I put time for this in my calendar like I would a meeting with my executive team. I have standing time when I review new legislation or other issues. If I see something interesting during the week, I bookmark it and dump it into a folder that I come back to during this scheduled time. MC: Do you miss the courtroom? DB: No, because I’ve developed an inhouse practice that gives me the chance to do the things I enjoyed in litigation. When I was at a firm, I was most passionate about writing, research, and developing strategic arguments to help win a case. Here, I set that tone with my outside counsel, and I see that as an active partnership. I’m active in setting up the litigation strategy and in reviewing the pleadings and filings.

Husch Blackwell is pleased to recognize the accomplishments of Dana Baughns. We are proud to work with this innovative and dedicated leader.

MC: What are the main differences between litigation and in-house work? — CLIENT CONNECTION —

DB: I think in-house gives an attorney the latitude to find a position that fits him or her perfectly. My business degree has been extremely valuable as I understand what drives my companies, and it’s helped business leaders here value me more. The

> GONZALEZ SAGGIO & HARLAN LLP:

“Dana is a pleasure to work with. She is a dedicated legal professional whom I admire. Her keen insight and leadership skills are impressive, and we enjoy working with her on many levels.” — Emery Harlan, Firm Chairman

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DISCOVERY

Garrett Paddor How the Farmers New World Life Insurance general counsel fell into the insurance business, developed a network, and gained a global perspective AS TOLD TO MARY KENNEY

While most people might not grow up with aspirations to be an in-house corporate insurance lawyer, in reality it might just be a lot more interesting than it gets credit for. My path to in-house was atypical. The first year after I was admitted to the bar, I did law and motion work on a contract basis. It gave me a taste of the courtroom experience and exposure to litigation support work. The job opportunities came to me through networking. I can’t emphasize enough the importance of seeking out a company or firm that’s committed to talent development and invests in the careers of its employees. You have to take the long-term view with your career, not just the short-term job. The company you decide to work for can’t just talk a good game about developing its professionals. It needs to have examples to back it up. My first year out of school taught me that I wasn’t meant for a career in trials and courtrooms. I learned what I wanted and what I didn’t, and I knew I wanted to be in-house. After my first year as an attorney, a personal contact recommended me to the first company where I would work as a full-time employee. I became an in-house attorney drafting and reviewing reinsurance contracts for a reinsurance broker in Los 28

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Angeles. I’m lucky that opportunity came so early, and they took a chance on me. Being an in-house attorney was a good fit right away. I liked being on a close team, working side-by-side with internal clients. You have to keep lines of communication open. I built relationships when I did contract work and when I moved in-house. It’s always possible that circumstances will change, and those relationships could open doors for you in the future. You can’t stop networking just because you’ve found work. When the reinsurance broker was acquired by another company, colleagues at Farmers Insurance, which was one of our largest clients, helped me find a position there. Gaining expertise has to be a major priority, once you land in the right spot. You can’t overlook the value of experience in this field. When you work in the local office of a business, your perspective tends to be local. But it’s so important to gain a greater perspective and understand the breadth of your organization. Farmers Group in Los Angeles gave me the opportunity to spend the 2010-11 year on international assignment at Zurich Insurance Group’s corporate headquarters in Switzerland. I would recommend it to anyone who has a similar opportunity— the personal and professional development is unforgettable.

photo: Farmers Life Insurance


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Stoel Rives is proud to collaborate with people and clients like

Garrett Paddor and

“I can’t emphasize enough the importance of seeking out a company or firm that’s committed to talent development and invests in the careers of its employees.”

Farmers New World Life Insurance.

My wife, three-and-a-half-year-old son, and I had never lived outside of California when we moved to Zurich. Everything was new, but we weren’t shy. We enrolled our son in a Swiss preschool—not an international one, which is more common for expats—and became involved in the local community. I look at my time in Switzerland from two different angles. Personally, the best part of that experience was immersing myself in Swiss culture and meeting the people. Professionally, I gained an understanding of the global business. My year in Switzerland changed my perspective. I always had a US-focused, domestic viewpoint. In Zurich, my exposure to an array of affiliated business around the globe and my introduction to an international regulatory environment made me see my job differently. I can’t see what we do from just one viewpoint anymore. — CLIENT CONNECTION —

> STOEL RIVES: “Working with a great communicator like Garrett on

major strategic decisions is seamless and effective for our team.”

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Roberta Loomar exceeded in litigation before switching to an in-house position. With experience on both sides, she’s now pioneering the first US general counsel role at Apotex. BY JOHN LARRABEE

Before Roberta Loomar went to work for Apotex in September 2013, the international pharmaceutical company never had an in-house legal counsel in the United States. That meant some changes were overdue. “Before I got here, some everyday contracts were never reviewed by legal counsel,” Loomar says. “I changed that; now virtually all of them are given to me for review. Sometimes a contract involving the smallest amount of money can have a disproportionate effect in terms of potential risk and exposure. An example would be fire sprinklers; the contract might be valued at only $2,000 a year, but if there’s a fire the damage could be substantially more.” Since arriving at the Toronto-based company, she’s put in place many new processes because establishing a new position requires building an appropriate foundation. This might seem like an overwhelming task to some, but with past experience as both a litigator and in-house counsel, Loomar has always pushed herself toward projects that are fresh and exciting for her. “You need to be willing to expand the scope and 30

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breadth of the work you do,” she says, “and not be afraid to take on new challenges.” Loomar’s path to a legal career began in childhood. She enjoyed acting, singing, and public speaking, and when she attended the University of Florida, she flirted with the idea of using her talents as a sports broadcaster, but ultimately settled on law. She reasoned that courtroom trials were a kind of performance. In her second year at the University of Miami law school, she began working as a clerk at Peters Pickle Niemoeller, a defense firm that handled insurance cases, and after graduation she joined them as a lawyer. “I had good grades, so I could have gone straight to one of the mega-firms,” she says “But I knew it would be a long time before I got substantial litigation experience. At this firm, I got it right away. In two years I had more litigation experience than most lawyers get in 20 years at a mega-firm.” Next came a job in the Miami office of Hughes Hubbard & Reed, an international firm with 250 lawyers, where she soon found herself defending one of


LEAD

“After 40 years of doing things a certain way, having a US legal presence was going to change a lot of things.”

photo: Rick Gomez

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“If you’re going in-house, you have to be very flexible. You may be asked to work on matters you never expected to work on.”

the Big Six accounting firms. “I was a third-year lawyer,” she says. “But because of my experience, I had the opportunity to be one of the main lawyers litigating a half-billion-dollar case. My boss felt comfortable having me there with the heavy hitters.” By 1999 she was at Hogan Lovells, a mega-firm with 2,500 lawyers in offices around the globe. Being at such a large firm came with its perks, one being the international intrigue; she helped successfully defend an Ecuadoran mutual fund in a federal lawsuit brought by the country of Colombia. “In Ecuador, anyone can swear out a complaint against you, and you can be detained for up to three weeks before they have to let you go,” she says. “I had to travel there secretly so I wouldn’t end up in jail. We had to limit the amount of time I spent there and who I saw.”

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In late 2000, Loomar got a fortuitous phone call from a friend working as a legal counsel at Andrx Corporation, a Florida-based pharmaceutical company. It was a job offer. Although she loved litigation, she worried that the long hours required at a legal firm kept her from spending time with her two young daughters. She made the move. “When I got to Andrx, I had never reviewed a contract because I’d always done litigation,” she says. “I had to learn that. I started expanding into many other areas—transactions, employment-related matters, regulatory issues, administrative issues, corporate governance issues.” She was also charged with establishing a compliance program to ensure the company met federal and state standards. The pharmaceutical industry is very regulated, which made the task a challenge. “I had never done anything with compliance before, but I welcomed the opportunity and learned that area,” she says. “I became the chief compliance officer." Watson Pharmaceuticals (now known as Actavis) eventually acquired Andrx. Loomar stayed on, and acquired new responsibilities. She now supervised the

photo: Rick Gomez


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Words of Wisdom FROM ROBERTA LOOMAR

WELCOME NEW THINGS Never be afraid to embrace new areas of law. You will challenge yourself and build valuable knowledge. FIND THE HOLES Always be willing to identify gaps and improvements in processes, procedures, and new areas that need to be addressed. Volunteer to be responsible for them. POLITENESS ISN’T UNDERRATED Treat everyone with respect and kindness. Say please, thank you, how are you— and mean it.

legal department, which included junior attorneys, paralegals, and staff. She also supervised the company’s legal defense when several state attorneys general from across the US charged Watson and most of the country’s major pharmaceutical companies with falsely inflating prices. However, her team was the only one that ended up on top. “The cases were preposterous,” she says. “But the governments won virtually every case they tried, except Watson. We had the only defense verdict.” Loomar jumped to Apotex in 2013. “They had never before had an in-house US legal counsel,” she says. “Having someone with substantial experience in the pharmaceutical industry was overdue and very welcome. There was also a period of adjustment in having me as a resource. After 40 years of doing things a certain way, having a US legal presence was going to change a lot of things.” Since coming on board, she’s been busy putting in place processes and policies around the way the company does business. “We now have a policy as to who in the company can sign a contract, for example,” she says. “We didn’t have a policy regarding that before. It’s important because whoever signs the contract binds the company.” Of course, she’s also advising the company on its legal risks and liabilities. Loomar takes a pragmatic approach to that side of her work. She allows nothing that is illegal or inappropriate but recognizes legal advice can range from very conservative to very liberal, and therefore gauges her situation accordingly. “At the end of the day, I view my role as helping to identify the value and the risk to the corporation when making certain decisions,” she says. “I don’t view my role as stopping the company from doing business. As an in-house counsel, it’s critical the company is aware of its legal risks. Once they’re made aware, they can make an informed decision.” While litigation has always been her first passion, she’s excited by the challenges she faces in her current job. She also loves being part of the Apotex team. “When I got hired here, they weren’t looking for a lawyer at my level, but they were forward-thinking enough that when they saw an opportunity to hire someone with my experience, they brought me on board,” she says. “It’s a great company, and I’m blessed to be working here.” She also has advice for other lawyers who might be contemplating a move to an in-house job. “If you’re going in house, you have to be very flexible,” she says. “You may be asked to work on matters you never expected to work on.”

Hill Wallack LLP congratulates ROBERTA LOOMAR, General Counsel, Apotex Corporation for her well deserved recognition in Modern Counsel. We look forward to our continued partnership.

Companies facing tough IP challenges count on Hill Wallack LLP to guide them through New Jersey federal courts. Our experience on the ground means that we can help bring predictability to the process.

Hill Wallack LLP 202 Carnegie Center Princeton, NJ 08540 www.hillwallack.com 609.924.0808

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areas: international affairs and the legal realm. “My whole career has focused on international and the law ... I discovered that I liked to prevent problems—be more proactive than reactive,” Meltzer says. As general counsel, Meltzer oversees a team of 12 attorneys with a similar number of support staff. He handles contracts and issues such as taxation, real estate, trusts, labor law, and litigation, and his clients are the other departments at the

American Red Cross such as development, marketing, communications, and biomedical services, which deals with blood products. As chief international officer, he is part of the American Red Cross’s preparation for and response to international disasters and disaster recovery. He oversees a program that provides measles and rubella vaccinations around the world and educates Americans about international humanitarian law, like the Geneva Conventions. On top of that, Meltzer is in charge of the office of investigations, compliance, and ethics, which includes preventing and detecting fraud, waste, and mismanagement with employees, volunteers, contractors, or even people the Red Cross is helping. The office also investigates potential conflicts of interest. So what prepared him to take on these enormous responsibilities? Meltzer started at a law firm straight out of law school, which is where he discovered his tendency to be more proactive than reactive. It also showed that he liked to help people. “One of my responsibilities in my last job in the for-profit world was bringing telecommunications to the developing world,” he says. Meltzer’s first role at the American Red Cross was not in legal—instead, it was leading the international services department, which he did for seven and a half years. After the previous general counsel retired, Meltzer was the natural choice to assume the role because of his legal work combined with his time already with the organization. He took over the position in January 2013. “My nonlegal jobs have really helped me as a lawyer and made me a better in-house counsel,” he says. “They’ve

photos: American Red Cross

David Meltzer has worked in legal and nonlegal roles at the American Red Cross, which positively colors how he operates as the general counsel BY JULIE EDWARDS

Although many in-house counsel have worked for law firms, few have had experience in completely nonlegal positions—but David Meltzer has. As the current general counsel and chief international officer for the American Red Cross, Meltzer’s previous legal and nonlegal roles have brought him to this point in his career, where he gets to wear very different hats while guiding an organization that brings together his two focus 34

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The Legalities of Responding to Disaster MODERN COUNSEL: What are some of the legal issues that may arise regarding disaster relief? DAVID MELTZER: Fraudsters are one problem—people who misuse Red Cross intellectual property for their own gain. We identify them and then get law enforcement involved. There are also legal issues involved when celebrities decide to hold a disaster relief fund-raiser. We have to do contracts with the broadcast networks, and we have to be sure to honor donor intent—that is, how the funds are used. If legal issues arise when we’re working overseas, our staff members and volunteers have to avail themselves of the legal protections available under local law. MC: What are some of the legal hurdles the Red Cross might face while attempting to provide assistance during an international disaster? DM: It may be difficult to get visas to get into a war zone. That requires cooperation from all sides of a conflict. For safety or other reasons, governments may not want the Red Cross or any other organization in a disaster zone. Another potential issue is customs duties on relief supplies. Generally, governments will waive customs duties during the disaster period. But during the recovery period, they may start charging customs duties again. And we have to comply. MC: What about the Red Cross disaster relief protocol. Is that always standard in every situation? DM: It partially depends on whether you can see the disaster coming, as with a hurricane. In that case, you can surge supplies and people to the area in advance. With an earthquake, that’s not possible. But you can teach people to be prepared. If you spend $1 preparing people, it saves $4 down the line. The steps involved in the protocol are first to do a needs assessment. Second, determine the Red Cross’s capacity to respond. For instance, if it’s a small disaster, the local chapter may be able to provide a sufficient response. However, a major disaster will require broader involvement. Third, we have to respond intelligently and coordinate our efforts with those of other organizations. For example, we don’t want to send blankets to a particular community if another organization has already done that in the same community.

helped me understand the client perspective better. Plus, helping people has made me a more open-minded and accepting person.” As the chief international officer, Meltzer is a major part of disaster response efforts, which can be an incredibly taxing position for many. “The toughest experience is going into the disaster zone right after the disaster has struck, when bodies are still on the street and the smells are terrible,” he says. “You just have to focus on what you can do so you don’t despair over what you cannot do.” A challenge for workers in the field is the potential risk, even with the extensive network of the Red Cross. Even recently, Red Cross workers were attacked in Guinea for trying to bury Ebola victims. “The Red Cross and Red Crescent emblems are widely trusted, but that’s not always a guarantee of protection,” Meltzer says. “Red Cross workers outside the US have been injured and even killed—some of them intentionally—while trying to do their job.” During a disaster, Meltzer has a lot of demands on his time coming from numerous stakeholders including the government, media, donors, employees, volunteers, and the general public. “You’re dealing with one crisis after another, so you always have to keep your eye on the prize, which is helping people in need,” he says. “You need to remain calm and focused so you can be responsive and provide succinct legal advice in a timely manner.” Although the work is difficult, Meltzer also finds it incredibly rewarding. “People need food, water, shelter—and they need to know what happened to their loved ones,” he says. “Even if they find that the

“My nonlegal jobs have really helped me as a lawyer and made me a better in-house counsel. They’ve helped me understand the client perspective better. Plus, helping people has made me a more open-minded and accepting person.”

loved one has died, at least that provides emotional closure. The Red Cross has a huge network, so we have been very successful at finding lost loved ones. We are still finding people missing from World War II, even after 70 years. It’s miraculous.” The ups and downs of the American Red Cross are more dramatic than other organizations, but it’s Meltzer’s background that has prepared him for this challenging position. He says, “I love that with this job, I have responsibility for all legal and compliance matters across the organization while, at the same time, I am responsible for international relief and development activities.” APRIL/MAY/JUNE 2015

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and the

Survey Says Two company-wide questionnaires reveal frustration with the legal department’s effectiveness, so John Kuo revamps Varian Medical Systems’ procedures BY BRIDGETT NOVAK

When John Kuo moved into the general coun- legal team should be involved at the beginning sel role at Varian Medical Systems in 2005, the of important decisions,” Kuo says. “Too often, legal department had just five lawyers working we were brought in after considerable time and in its Palo Alto, California, headquarters. By effort had been expended, only to have to tell 2012, the Fortune 1000 company had mor- the parties that their plan needed to be abanphed into a global force, with 6,700 employees doned or reconsidered.” They had a reputation worldwide, including 20 attorneys across three as the “department of ‘no.’” continents. Even with this enormous expanAlthough this can be a familiar problem to sion, the legal department was operating with many in-house attorneys, Kuo was adamant a flat hierarchical structure. “There was grow- that it no longer be the case at Varian. As part ing dissatisfaction with our services, both inside of the reorganization, lawyers started attendand outside the department,” ing business unit staff meetings Kuo says. An internal survey by and participating in major the HR department confirmed discussions. They became strathe frustration. Something had “Risks should be tegic partners and collaborators to change. instead of after-the-fact obstamanaged, not In early 2013, Kuo decided cles—this doesn’t mean they eliminated.” to reorganize the department became “yes” men and women by business unit (oncology, though. imaging components, parti“Risks should be managed, cle therapy/protons, and corporate services) not eliminated,” Kuo says. “It’s a balancing act, instead of legal practice area and appointed a between helping the business grow and enchief counsel to head each division. Spurred by suring we weigh risks appropriately, that we the first survey and then refined by a second recognize real versus perceived risks, and that survey a couple years later, Kuo set out on a mis- we play by the rules and regulations in all the sion to bring his department to those important jurisdictions in which we operate.” meetings and decisions, which he refers to as his In its “Over the horizon: General Counsel “seat at the table” initiative. “Members of the Report” from 2014, KPMG says that the general 36

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photo: Matt Beardsley


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Constructive Criticism With two surveys, the Varian legal department was able to make some significant, measurable changes. Here’s what the survey said and how Kuo’s team responded. SURVEY RESPONSE: Contacting the legal department often feels like you’re entering a black hole—you don’t know if your issue is being handled by someone or when you will receive a response. LEGAL CHANGE: Kuo issued a rule mandating that every request must receive a response within 48 hours, even if it is just to let the person know where their matter is in the queue and an estimation of when it will be handled. SURVEY RESPONSE: There is no clear process for requesting specific documents or for knowing how long they will take to produce. LEGAL DEPARTMENT CHANGE: The department has launched a project, in conjunction with Varian’s IT team, to create a work flow for contracts, starting with nondisclosure agreements. As part of the redesign of the department’s website, there will be a specific portal or service tool for requesting various documents. Templates will be available, so people can fill in certain information and leave the rest for the legal team. Some requests—such as conflicts and potential regulatory issues—will be flagged to ensure that a member of the legal department reviews them. Everyone will be able to see the status of their document requests and delivery time projections will be available going forward.

counsel and in-house roles used to be reactive— handling disputes as they arose—however, today the position is much more proactive, taking on the task of identifying crises before they occur. Embedding lawyers throughout the company has also ended confusion over which attorneys should be tapped for various matters. Everybody has “their” attorney, their first point of contact. It hasn’t been without some hiccups, though. “The lawyers had to learn how to be business partners and team players, instead of lone wolves,” Kuo says jokingly. To help with this, he asked the HR department to conduct Myers-Briggs workshops to introduce the legal team to various personality and communication types and teach them how to modulate their styles and work better with others. “Some of them resisted at first, but it has been incredibly helpful,” he adds. The new structure also requires Varian’s lawyers to have a broader set of skills such as basic accounting, budgeting, and human resources knowledge. As a result, Kuo now looks for more experienced attorneys to fill openings in addition to his long-held commitment to diversity. “As one of just 18 Asian-American GCs in the Fortune 1000, I am proud that 76 percent of our attorneys are women or ethnic minorities,” he says. The changes didn’t stop there. In summer 2013, which was still early in the reorganization effort, Kuo authorized another, much larger survey, designed by Corporate Executive Board, an outside advisory firm. Three hundred Varian employees were asked to rank the importance and effectiveness of the legal department’s performance in five key areas: business partnering, compliance and risk management, core legal services, service orientation, and strategic initiatives. “The results showed that people were confused about what the legal department did and thought we were inefficient,” says vice president and associate general counsel at Varian Keith Askoff, who oversaw the survey. “John [Kuo] held three days of off-site meetings and asked all the lawyers to describe the types of projects they tended to get and the amount of work required, so we could group them together and streamline tasks.” Several initiatives were launched, but one immediate action was to redesign the department’s website. Once completed, it will explain who does what—complete with head shots and

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Orrick applauds

John Kuo and celebrates a true visonary and leader in the community. In business and in life, John is collaborative, thoughtful, compassionate and committed to a firm that is dedicated to saving lives around the world.

bios—and provide a guide on how to use the legal department. The website will also include a section for commonly used forms and documents. “The new document section addresses some of the issues head-on,” Askoff says. “It will provide a one-stop shop for nondisclosure agreements, which are one of our biggest time drains and will allow us to see where things get stuck so we can work on the bottlenecks.” Another criticism was that people felt their matters fell into a black hole after they contacted the department. That, too, has translated into a Kuo directive: all requests must now be responded to within 48 hours. “We need to remember that the people in the company are our clients,” Kuo says. “It doesn’t mean they’re always right, but they should be treated with respect, courtesy, and responsiveness. We need to communicate more often and make everyone feel comfortable about contacting us. That will go a long way to improving our business relationships and effectiveness as a department, as well as our rankings when we conduct our follow-up survey next summer.” In the meantime, Kuo and his chief counsel regularly solicit input on how things are going because of the success and innovation it brought to the department in the past. “I’ve already received a lot of positive feedback about the new structure and orientation,” Kuo says. “The fact that we conducted a survey and sought people’s input was really appreciated. It showed them that we cared, we were listening, and we are trying to be better business partners.”

Varian's ethical compliance team kicked off Compliance Week in the summer of 2014, a week of activities to raise awareness within the company about the compliance program and ethical compliance policy. The event advanced Kuo's initiative to increase transparency of the legal department.

“We need to remember that the people in the company are our clients.”

— CLIENT CONNECTION —

www.orrick.com

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> BINGHAM: “There are two particular traits that stand out about John. First, he is highly skilled

at translating core legal issues and advice for the business managers and providing a working strategy and rules of the road for compliance. Second, he believes strongly in the ‘team’ concept and fostering a high degree of collaboration between Varian’s in-house lawyers and outside counsel.” — Ted Henneberry, Senior Counsel, Antitrust and Trade Regulation Practice


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Kevin Feeney prioritizes putting the right people in the right place with a new team at Air Liquide BY JULIE SCHAEFFER Finding the right people for your team is never easy, especially when you have to do it quickly. It’s a challenge Kevin Feeney knows well: half of the 12 attorneys and two of the contract managers serving Air Liquide’s US operations have been with the company for less than two years, most of them less than 12 months. Houston-based American Air Liquide Holdings is part of the Paris-based Air photo: Air Liquide Holdings

Liquide. Its US subsidiary offers industrial and medical gases and related services to customers in a variety of industries, and it has 5,000 employees working out of 200 locations with more than 140 industrial gas plants. Due primarily to growth and some turnover over the past two years, Feeney, who’s been general counsel of Air Liquide’s US operations for 10 years, found himself down quite a few employees. He knew building out the department would be a challenge because finding the right people takes time and effort, but Feeney knew exactly what he was looking for. “The baseline is we wanted really intelligent people because in this day and age you have to be sharp to keep track of everything that’s going on,” Feeney says. Also APRIL/MAY/JUNE 2015

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“Even when you’re working on a project, you don’t have to define yourself as just having the role of the lawyer; you can act as the quasi-project manager, be the communicator who ensures everyone is on the same page.”

on Feeney’s priority list: training at a good firm, good judgment, assertiveness, and interest in learning about a business. “We want people who can identify the problem, then provide the solution.” After hiring the best people, Feeney insisted that they be on-boarded successfully, an effort the entire department has embraced. “It’s more than providing orientation regarding the company structure and culture,” he says. “New employees need to understand early on what our business is about, so we get them out to the plants to see where the work takes place. We explain the issues that are most important. We teach them to be reactive and proactive with the business. Then we stretch them to the best of their capabilities. I don’t micromanage employees; I give them as much opportunity as they want to take.” However, one of the reasons attorneys move to in-house roles is to find a better work-life balance. “They don’t want to work the long hours of the firms,” Feeney says. The question was, how do you keep intelligent people engaged and challenged, but in a way that doesn’t require them to work 80 hours a week? Feeney’s solution was to give people more work rather than less but have an open discussion with them, letting them know that it’s not a sign of weakness to go to their managers and say they need help. “When someone tells me he or she is buried, I look for ways to reallocate the workload within the department, leverage outside counsel or contract lawyers, or simply reprioritize,” he says. Also key to Feeney’s management philosophy is to make sure his team is broadening their horizons. “I encourage those following in my footsteps to never 40

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Digital Revolution In 2014, the Air Liquide Group rolled out a digital workplace at all of its locations. Here, Feeney shares what that means for his department. MODERN COUNSEL: Why is the company going the digital route? KEVIN FEENEY: A decision was made on a global level that the entire company would go to a Google-based environment. The idea is to leverage this platform to create better access to information and help foster greater collaboration and efficiency in the way we work and communicate. MC: What stage is the initiative in at this time? KF: We’re currently rolling it out in the region with global implementation scheduled over 2015. MC: How will it benefit your department? KF: There’s going to be a learning curve. However, ultimately the idea is that we’ll be able to access all of the data we have from the cloud, collaboratively work on a document, and communicate via chat, which we didn’t have before. For example, three or four people in different locations can be editing a contract and communicating with each other at the same time.

say ‘no,’” he says. “Any time there’s an opportunity to do something different, take advantage. Even when you’re working on a project, you don’t have to define yourself as just having the role of the lawyer; you can act as the quasi-project manager, be the communicator who ensures everyone is on the same page, etc. You learn a lot about the company when you do that.” Feeney, for his part, walks the talk. He began his career as a tax accountant with a Big Four firm, Deloitte (Deloitte Haskins & Sells at the time), but law school was always his calling, and after receiving a JD from the University of Texas in 1990, he joined a boutique litigation firm, Beirne, Maynard & Parsons. He was only there five years when Air Liquide called. “I really liked what I was doing at Beirne, Maynard & Parsons, but in-house jobs are fairly hard to find, especially for litigators, so I thought I’d try it, and in the worst case, learn a lot from a client perspective, then come back out and be a better lawyer from the outside,” Feeney says. As it turns out, he never looked back. He was promoted from manager of litigation to assistant general counsel in 2000 and to general counsel in 2004. Today, he handles transactional work as well as litigation work and considers himself a jack-of-all-trades, which he enjoys. “Every day’s different, and every day’s a challenge,” he says. Today, Air Liquide’s US legal team has 20 members, including a director of litigation and a regulatory specialist with the remainder aligned along Air Liquide’s business lines. “It’s not easy to work in this industry because we serve many different types of customers—manufacturers of almost everything, be it glass, paper, petrochemicals, or electronics, as well as serving the health-care industry,” he


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says. “So to do the job well you need to develop a knowledge of many different industries.” You also need to be willing to stay busy. “Our business is doing well right now,” Feeney says. “There’s not any one big project, but shale gas is driving the growth of many of our customers, particularly along the Texas and Louisiana gulf coast, and we’re trying to help the business capture these opportunities.” Despite the challenges Feeney faces, he’s confident that he has a well-developed team, and he’s more proud of that than of any individual project or initiative. “I have a great team of really good attorneys,” he says. “The team’s competency, and the fact that we’re solution-based and prompt in our responses, has helped us to earn the respect of the business.”

DESTINATION: WHEREVER YOU NEED TO GO

Air Liquide Innovation is at the heart of Air Liquide’s business strategy. The company is known for creating value for its customers over the long term by delivering growth through performance. For this reason, Winstead is proud to collaborate with Air Liquide on legal issues that help the company further its mission. In Texas, coast to coast and around the globe, Winstead is with you.

winstead.com

© 2014 Winstead PC

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Leading From

Twelve years ago, Paul Chadha took on pro bono work to help out theaters in his native Chicago, and a chance encounter with an actor introduced him to the most impactful project of his life BY MARY KENNEY PHOTOGRAPHY BY CALEB FOX

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Paul Chadha’s day began before 6 a.m. with client calls and a run to the airport. He spent a few hours in Accenture’s office in the morning, then an afternoon at Northwestern University crafting a syllabus and writing letters of recommendation for his law students.

His four-year-old daughter wanted breakfast for dinner, so he swung by the grocery store for eggs, toast, and sausage that would give them the fuel to continue her bike-riding lessons that evening. It was a long day, not unlike many others in his work week, where he spent most of his time on work and his daughter in Chicago while keeping in the back of his mind the many children in Awassa, Ethiopia, that also depend on him. Chadha’s life is a testament to the importance of balance. He specializes in corporate law as part of the legal team at Accenture, he teaches negotiation and international business law at Northwestern University, and he prioritizes spending time with his daughter at night. On top of all this, Chadha has been the president of the Awassa Children’s Project, an orphanage and school in Ethiopia, and was one of the founding board members of the organization 44

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12 years ago. He currently serves as chairman of the board and assists with volunteer coordination and grant writing. The Awassa project began more than a decade ago as a theater program focused on AIDS education. Chadha’s friend asked him to work as the group’s pro bono attorney, and Chadha declined initially. When the group’s board met in Chicago, his friend dragged him along, and within a few months, Chadha was on a flight to Ethiopia. Since then, Chadha has spent months overseas, and the project’s scope, goal, and offerings have grown tremendously under his leadership. Today, it is a center with multiple buildings housing approximately 100 orphaned children. It operates One Love Theatre and a vocational training center, and it is part of a movement that promotes sustainable living and education throughout Ethiopia. All of those things are details focused on


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“We want to fight the AIDS epidemic, and the best way to do that is through education. Theater is education.”

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Awassa Children’s Center Awassa Children’s Center (ACC) supports 100 orphaned children in Awassa, Ethiopia, some of whom are victims of the AIDS epidemic. HOUSING The center houses more than 70 children younger than age 14 and more than 20 teenagers, and a trained house mother oversees them. The children are encouraged to see one another as family and provide each other with love and support. EDUCATION Every child at ACC attends school, either through a local private or government program. ACC provides school supplies and uniforms and subsidizes tuition. ACC houses a library and computer lab with access to the Internet for research and connection. HEALTH CARE An on-site clinic provides preventative health, regular check-ups, healthy living education, and treatment. COUNSELING A staff social worker sees to the children’s psychological health, and structured extracurricular and education activities keep children healthy in body and mind.

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one core value of Chadha’s work, and that is effective leadership. Through his long career that has included his work in Awassa and the pro bono representation of battered women, small theaters, and people in political asylum, Chadha has found that there is one important trait for any leader, group, or nation. “Without your heart, nothing happens,” he says. “Without that spark, without one person standing forward saying, ‘Enough’s enough,’ or ‘We have to do this,’ nothing happens.” That’s what leadership is—one moment of decision, repeated over and over, that drives people in their careers, their home lives, and, sometimes, all the way to Ethiopia. “It’s that spark, that inertia,” he says, pausing to consider the thought for another moment. “Where does it go? That’s the universal

photos: Awassa Children's Center


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“Without your heart, nothing happens. Without that spark, without one person standing forward saying, ‘Enough’s enough,’ or ‘We have to do this,’ nothing happens.”

question—for good or for evil. You see that spark getting used for all kinds of things in the world today.” Chadha’s spark struck early, and it wouldn’t have caught in the same way had he been anywhere but Chicago. He graduated from Northwestern Law in 2002. The following February the city made national headlines after the E2 nightclub stampede, where club security used pepper spray to break up a fight. The spray induced sickness in many patrons and caused others to assume it was a terrorist attack using poisonous gas. People panicked and started a frantic stampede to leave the building, resulting in 21 deaths and 50 injuries. After that tragedy, the city did thorough sweeps of theaters and similar entertainment venues, and Chadha helped small theaters get proper licensing. He became friends with an actor working at Chicago Shakespeare Theater who told him about a small AIDS education theater project 7,700 miles away that would grow into the Awassa project. “[In America], we learn so much of what we know about the world through TV,” Chadha says. “Theater has that power. We want to fight the AIDS epidemic, and the best way to do that is through education. Theater is education.” Nothing that Chadha has done at Awassa was quite what he expected. Every year, there’s a deadline to meet financial obligations, and seeking monetary support takes up a hefty chunk of his time—he’s always skidding to home plate at the last minute to make it through for the next year. That kind of pressure can wear someone down, and he isn’t shy in admitting that there were years he wanted

to quit. But he’s spent time in Ethiopia, and he’s spent time with the children Awassa serves. He’s seen what his work can do when he reflects on people like Jibril, one of two siblings who were among the first to come to the center. Jibril’s medical care and education was supported by Awassa, and last summer he graduated from Jimma University with a degree in civil engineering. If Chadha pulled out of Awassa now, kids like Jibril would still need him—which is why he’s not going anywhere. Recently, the center has accomplished much more than anyone initially planned. They’ve bought houses, hired house mothers, taken the center off of Ethiopia’s power grid, replaced it with their own, and brought Wi-Fi and computers to their children. Technology is serving as a great equalizer that levels the playing field for children from different backgrounds, HIV/AIDS statuses, and genders. It’s become a snowball effect with the center growing faster and bigger each year. “It’s the coolest thing I’ve ever done in my life, if that makes sense,” he says. “I did not expect this. We didn’t know, from the beginning, everything we would be able to accomplish.” Chadha has seen enough, in his travels abroad and his work back home, to be tired. He takes moments each night to reflect on that, and he isn’t hesitant to admit that weariness. In 2011, Awassa housed more than 80 children. That August, UNICEF and the Ethiopian government brought 50 more to be housed there though Awassa only had room for 30. They were all children who had been mistreated at other orphanages. “Kids all over the world need help,” Chadha says. “It’s a matter of degrees. It’s worse in some areas more than others, and it’s bad there.” Chadha sees the struggles, but they’ve allowed him to find a great amount of kindness in the world, from securing funds to help this small project 7,000 miles away and from spending time at the shelter. “There’s unbelievable kindness on this planet,” he says. That’s what keeps Chadha going through his work at Awassa, with his clients at Accenture, with his students at Northwestern, and with his daughter in the evenings. Knowing that exists keeps his spark burning and makes the burden of leadership worth it. As long as he has that, he’s not going to quit. There’s so much more to be done.

AWASSA CHILDREN’S PROJECT by the numbers

$55,734 In public support donations

$47,000 Used to directly fund program services at the center

98%

Direct contributions to Awassa Children’s Project program services, such as food and medical supplies

1%

Bank and governmental fees

1%

Operational services, such as website hosting From fiscal year 2010

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LEAD WORLD VIEW

When working for a global company, getting employees on the same page is important in every department. Mark Weiss has cultivated an international perspective at Staples, where the little connections are making a big difference. BY MARY KENNEY

Modern Counsel: Your current role requires you to have an international perspective. How did you develop this? Mark Weiss: I worked on M&A deals in Europe and Australia before I came to Staples. I’ve worked with many people in different regions on complex matters over many years, and I’ve learned that everyone operates differently. There are nuances in how to motivate people, questions to ask, or how to get to the root of any problem. I learned so much more in the first year of my current job than I had in my previous 13 years at Staples. I understood the business by then, but I had to learn a lot about leadership. I met with people personally and spent time in each jurisdiction in my first six months in this job. It was a lot of traveling, but I got to interact with so many people. I’m always learning, frankly. MC: That perspective has helped you become the lead on the international training program. What does that program entail? 50

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photo: Staples


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LATIN AMERICA MW: It’s about creating one globally integrated legal team. I wanted to use my knowledge of Staples to build one team that works together across different regions. We bring lawyers from every jurisdiction to our Boston headquarters each year, and I travel often to see the different groups in person. When we bring people here, we offer training, networking, and an exchange of cultures. It really opens up communication. MC: What kinds of benefits does this create for the company? MW: By spending time at headquarters, they understand the perspective of the people working there and become ambassadors for us in their home offices. And corporate learns their perspectives. That helps us develop relationships, so we function as one global company. Those little connections make a huge difference.

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MC: When you first joined Staples, what did you need to learn? MW: There were three main things. First, I needed to truly understand the business. In the law firm, I thought I understood my clients’ businesses, and I did to an extent. But it’s so much more involved inhouse, and it’s constant. Second, I had to understand that an in-house lawyer is a businessperson with a law degree. I wore a legal hat on some issues, but I also had to balance business risks. I’ve always enjoyed business, and I had to make myself a valuable partner. Finally, I had to understand that you can’t do everything perfectly. In a law firm, there’s a certain standard—perfection—about how things will be written and presented. That’s still important, but each day in a law firm is like triage. Some things require 100 percent of your attention, and you can’t make a single mistake. Other things aren’t as important and don’t require that same level of detail. You have to know how to prioritize. MC: You previously worked at Goodwin Procter, one of the nation’s leading law firms. Why did you come to Staples? MW: I joined in 1999, and the business is much different today. Back then, Staples was a hot company. It was growing and in very high demand, and there was a push to expand internationally. Staples had just expanded in Europe, acquired some US companies, and launched Staples.com. In the law firm, I had done everything from IPO launches to buying interest, and

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Enters the Canadian market with Canada’s first office superstore Enters the European market Becomes a Fortune 500 company Launches Staples.com and acquires Quill Corporation, then the largest mail-order office supply retailer in the US Acquires US-based Medical Arts Press, which supplies products for health-care facilities Enters markets in China and Latin America Acquires Chiswick, which distributes packaging, shipping, and warehouse products, now rebranded as Staples Industrial

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Acquires American Identity, then one of the largest global distributors of corporatebranded merchandise, and is now rebranded Staples Promotional Products

2008

Acquires Corporate Express, then one of the world’s leading suppliers of office products to businesses and institutions, providing the company with a significant Australian presence

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Adolfo R. Garcia agarcia@brownrudnick.com

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+1.202.536.1784

2013

Acquires Runa, a Silicon Valley software company that helps online retailers personalize their shopping experience

2014

Acquires Canada-based PNI Digital Media, which facilitates the sale of personalized print products online, in-store, or from mobile devices

BROWN RUDNICK LLP AN INTERNATIONAL LAW FIRM ATTORNEY ADVERTISING WWW.BROWNRUDNICK.COM

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EXCELLENCE

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People making a difference. Stikeman Elliott values its longstanding relationship with Staples, Inc. and congratulates Mark Weiss on being recognized for his contributions to the business community. We wish both Mark and Staples continued success.

Leaders in Canadian Business Law. Worldwide. STIKEMAN ELLIOTT LLP

www.stikeman.com

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I was excited to do things like that at a growing company, where I’d be an integral part of the business. MC: Was there anything that surprised you about working in-house? MW: I worked harder than I did at the law firm— some people think in-house is a cushy job, but it’s not. It’s very hard for the first few years, and the workload spikes and dips, but my quality of life was better. I was able to control my schedule, and I enjoyed my work much more. MC: What have you found to be the most rewarding part of your work? MW: The people. I like enabling our people to succeed and working with people outside of the company, too. Client relationships are hugely rewarding, but they take a lot of work. I enjoy leveraging my knowledge to help our business succeed internationally. I feel like I can do that after so many years there. MC: What presents the most challenges? MW: Time. Managing time, finding time to talk to everyone across different time zones. My team works six days per week, on call 24 hours because we talk to our groups abroad so often. I feel like I’m always working though there’s one crossover day that we all don’t have to work. Time is precious and short, and I always need to be available. Sometimes I’ll do calls to China at 10 or 11 p.m. my time because I want to be respectful of their schedule, but that means some days are very long. MC: What is one thing people should know about Staples’ legal department? MW: Staples’ slogan is “Make more happen.” And we work very hard to do that. The legal department makes more happen around the world. We’re globally integrated, highly engaged, and commercially oriented. We want to be trusted business advisers. The legal team serves as a model for every department in the business. We can always get better, of course, but we’ve established a world-class team.

“Sometimes I’ll do calls to China at 10 or 11 p.m. my time because I want to be respectful of their schedule, but that means some days are very long.”


LEAD Review As competition between inside and outside counsel continues to grow, many departments are looking to streamline. Some are building up in-house teams, allowing them to reduce their reliance on outside consultants. Meanwhile, many legal departments are undergoing globalization, adding complexity to corporate legal functions even as they emphasize efficiency.

INQUIRY What are the strategies your team is using to promote efficiency? Do these strategies need to be revisited, and can they be improved? How does your team stay on pace with the increasing globalization of the corporate world? For more on Accenture’s insights concerning business drivers, visit the “Latest Thinking” page of the company’s website. See Air Liquide’s “Our Employees” page on the company’s website for more about how the company fosters its competitive culture.

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“Sometimes it felt like it was 50 people on their side of the table and three on ours. In other words, a fair fight.” MARK NIELSEN, FRONTIER COMMUNICATIONS

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M&A

LICENSING

RISK

56 FRONTIER COMMUNICATIONS

62 MODELL’S

69 NASDAQ

60 VMWARE

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Expanding service in its home state Tracking one of the largest technology acquisitions of 2014

New roles and new brands at an old company

64 FIRST DATA

How to use a lawsuit to your advantage

66 UNUM

Chris Collins reduced litigation by 70 percent in just 10 years

Ed Knight assesses risk on a global scale for a powerful industry

NEGOTIATIONS 72 CLEVELAND CAVALIERS

A major event, a midsize city, and many negotiations

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CALLING BACK Many adjectives could be used to describe a lawyer’s job at a communications company, but “glamorous” is usually not one of them. The position entails stacks of paperwork to comb through, negotiations to discuss, and regulatory channels to navigate. Still, an undeniable undercurrent of excitement was evident in Mark Nielsen’s team at Frontier Communications when the company acquired AT&T’s wireline,

broadband, U-verse, and satellite TV operations in Connecticut for $2 billion in the last quarter of 2014. “We’re a $5 billion-per-year company, and AT&T is much bigger, $100-plus billion,” Nielsen says. “Sometimes it felt like it was 50 people on their side of the table and three on ours.” He stops and smiles. “In other words, a fair fight.” Nielsen, Frontier’s general counsel, senior vice president, and secretary, is proud of his team, and rightfully so. They were instrumental as Frontier sought regulatory approval for the AT&T acquisition and integrated those services into Frontier’s offerings. Included in the purchase were all of AT&T’s wireline and U-verse operations in Connecticut, where Frontier has been headquartered since 1946 but never served a customer base. It was a major purchase for the company, though not its largest acquisition. In

photo: Daniel Stockfield

Frontier recently acquired operations in Connecticut, where the company has been headquartered for almost 70 years, to serve its physical neighbors for the first time By Mary Kenney

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HOME MARK NIELSEN Senior Vice President, General Counsel, Secretary Frontier Communications

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Skadden congratulates

“They wanted assurance that workers would be respected and valued at Frontier. We succeeded in giving them that assurance.”

of Massachusetts. Nielsen’s experience working with community leaders was a key part of Frontier’s successful integration into the Connecticut market. Another crucial step was to cooperate with Communications Workers of America (CWA), the largest media labor union in the United States. Approximately 3,000 CWA employees at AT&T in Connecticut transferred to Frontier. Nielsen and executive vice president of human resources Cecilia K. McKenney met with leaders from the organization shortly after the deal was announced and had a long, detailed conversation in which both sides laid out their needs and expectations. After a series of negotiations, they reached an agreement. “They wanted assurance that workers would be respected and valued at Frontier,” Nielsen says. “We succeeded in giving them that assurance.” CWA publicly supported the acquisition. In return, Frontier promised, among other things, employee job security, a guaranteed workforce size, and the addition of 85 union jobs. To welcome employees and make them true “owners” of the company, Frontier offered 100 shares of Frontier stock for every union employee upon closing of the transaction. There were many official terms and strategies that defined the integration of the two workforces, but on the ground, it was much more personal. A team of Frontier workers prepared intensively for the deal to close so the two teams could come together seamlessly. “It was an enormous amount of prep work, and it was underway on a 24/7 basis for months,” says Nielsen, the pride in his voice unmistakable. One thing he didn’t worry about that usually manifests during an acquisition was a culture clash. AT&T (formerly known in the region as the Southern New

Mark Nielsen Senior Vice President, General Counsel and Secretary, Frontier Communications

on being recognized for his outstanding legal career. We are proud to be included among Mark and Frontier’s “core outside counsel.”

2010, led by chairman and CEO Maggie Wilderotter and president and COO Dan McCarthy, the company tripled in size after an $8.6 billion, 14-state acquisition from Verizon Communications that established Frontier as a market leader. Frontier’s acquisition of territory from AT&T is a continuation of the company’s evolving offerings. “Frontier has great expertise in integrations and conversions,” Nielsen says. “We fundamentally believe in our wireline and broadband offerings, and our approach is customer-oriented. This transaction just proves, again, what we do well.” Nielsen joined Frontier after the AT&T deal was announced, but the work to solidify the agreement was far from over. The transaction needed approvals from federal and state officials to prove the company would be a good corporate citizen and create value for Connecticut customers. Nielsen is no stranger to working with public officials; he served in the Connecticut state senate in the 1990s and was Mitt Romney’s legal counsel and later chief of staff when Romney was governor

— CLIENT CONNECTION —

> SKADDEN: “Mark combines a keen intellect with a highly creative and Skadden, Arps, Slate, Meagher & Flom LLP

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analytical approach to problem solving. This has made it fun to partner with him on both transaction and litigation matters.” — Martha E. McGarry, Partner

photo: Skadden


IMPLEMENT

England Telephone Company, or just “SNET” to locals) and Frontier have both been in Connecticut for many years. Nielsen lives in Ridgefield, a town of about 25,000 near the state’s southwest border, and other company leaders and employees are scattered around the state. “I’m from Connecticut and have probably been to all 169 towns in the state,” Nielsen says. “I know Frontier is going to do very well here.” Customers see that personal connection, Nielsen says, and he’s confident they appreciate working with a company headquartered in their community. Frontier is engaged in current Connecticut events in a way other companies couldn’t be. For example, several large storms—Hurricane Sandy and Hurricane Irene come to mind—have hit New England in the last few years. When a disaster like that cuts off customers from their telephone and photo: Daniel Stockfield

“This transaction just proves, again, what we do well.”

Internet capabilities, they won’t hear assurances from company executives enjoying the sunshine of Southern California or Texas. The person they talk to will be in their own county, know exactly what they are experiencing, and fix it. Perhaps that’s not the showiest or catchiest sales pitch a company has ever used, but customers don’t need a glamorous utility provider. They need a neighbor. For the first time, customers in Connecticut are about to have one. APRIL/MAY/JUNE 2015

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IMPLEMENT M&A

SECURITY ON THE MOVE VMware’s acquisition of AirWatch keeps information safe on mobile devices By Bridgett Novak

If Siri can tell you the best Italian restaurant within 10 miles of your current location and how to get to the freeway from a dirt road in the middle of nowhere, it seems obvious that she can also bypass your phone’s lock screen, leaving information like e-mail, text, and voice mail exposed. Not only do smartphones come with these inherent risks, but as more and more companies implement bring-yourown-device policies, IT professionals are tasked with ensuring the security of their companies’ proprietary data across many different operating systems, firewall technologies, applications, and user capabilities. 60

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Those are just a few of the issues that companies like AirWatch tackle. AirWatch employees attempt to solve the problems that result from an increasingly mobile device- and data-driven world, which is why a company like VMware is interested in acquiring that expertise. In the first quarter of 2014, VMware, a $5.2 billion provider of cloud and virtualization software and subsidiary of EMC Corporation, acquired AirWatch, an enterprise mobility management and security provider and developer of the Secure Content Locker, for $1.54 billion ($1.175 billion in cash and approximately $365 million in installment payments and assumed unvested equity). As of July 2014, it was regarded as one of the largest technology company acquisitions of the year. The need was clear. Technology research advisory firm Gartner projected the mobile device management (MDM) market would grow to $1.6 billion in 2014 from approximately $784 million in 2013, which reflects just 30 percent penetration of the North American market. In a paper titled, “The 10 ‘must-haves’ for secure enterprise mobility,” leading software company Citrix stated, “Today’s organizations need a solution that provides them with tools to pro-actively monitor, control and protect the enterprise from end to end—across devices, apps, data and the network.” But why acquire AirWatch, out of all the companies in this burgeoning field? “It was a combination of their technology, business leadership, and strong global customer base,” says VMware’s general counsel, Dawn Smith. The company’s growth was also a positive factor for VMware. Revenue for AirWatch, which was founded in 2003, was reported between $85 and $100 million in 2013 and had been growing at nearly 40 percent every quarter. In the previous three years, it had expanded from 150 to 2,000 employees and boasted more than 14,000 customers in 150 countries. In 2013, it secured $200 million in one of the largest Series A technology funding rounds in history. InfoWorld called AirWatch “one of the very few MDM vendors that actually matters.” It was recognized as a leader in both “ability to execute” and “vision” in the 2014 Gartner Magic Quadrant for Enterprise Mobility Management, and it won the same accolades the previous four years. Even with all of these commendations, VMware chose to conduct its own extensive research. The legal team consists of 131 employees, including 90 lawyers, and was involved from the beginning to plan the deal and negotiate the terms. Smith spent two months at AirWatch’s headquarters in Atlanta evaluating the

photo: VMware


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“As a shareholder with fiduciary responsibility, I felt much more responsibility to the management team, employees, shareholders, and customers. And I was more invested in a successful outcome.”

company’s business practices and culture. She wanted to see for herself how employees felt about their products, treated their customers, and interacted with each other. “We discovered they are as passionate about their business as we are about ours and have the same impeccable standards we do when it comes to the quality of their products,” Smith says. Smith’s education and experience is broad and prestigious: she studied engineering at the Naval Academy, worked seven years with the Naval Nuclear Propulsion Program, and spent nine years at the law firm Wilson Sonsini, which focuses on the technology industry. Still, she says, there’s always a lot to learn when taking on a new niche. She spent time educating herself about the mobility landscape and the types of patents and lawsuits it tends to generate, including a patent infringement suit filed against AirWatch by Good Technology in November 2012; the case is scheduled to go to trial this summer. In the course of the legal team’s investigation, Smith didn’t discover any risks VMware wasn’t willing to tackle. She was so impressed with what her team found that she and her colleagues decided to keep the leadership team in Atlanta intact. “We didn’t want to do anything to get in the way of their success,” Smith says. The decision to treat AirWatch as a partner rather than simply an acquired asset is part of an overall

trend underway throughout the industry. High-tech companies are looking for partners. According to Mergermarket, technology mergers and acquisitions were 122 percent higher in the first half of 2014 than in 2013. Most of the IT companies playing the acquisition game are not only beefing up their core products and services, but also expanding into new lines of business, so they can offer a more complete palette of services and become one-stop shops for their customers. “We want to offer our customers suites of products to give them everything they need to provide best-in-class IT services to their employees,” Smith says. “We want to make sure their total environment (i.e., desktop computers and mobile devices) is integrated and secure. Getting these services from one provider is more cost-effective than going to a lot of different vendors.” VMware joins other giant vendors that have recently snapped up mobility solutions—Citrix bought Framehawk and Zenprise, and IBM bought Fiberlink and Maas360. The acquisition reflects an overall industry trend, but it also highlights VMware’s tendency to be irrepressibly disruptive. “VMware started out changing the server universe by tricking computer servers into running multiple operating systems, thus reducing the number of servers needed, saving hardware costs, energy, and lots of money,” Smith says. “We want to continue to rock the boat across networking, storage, management ... every aspect of IT, to simplify our customers’ lives and make them more agile and profitable.” Though this was the largest acquisition in VMware’s 16-year history (jumping ahead of its $1.26 billion purchase of Nicira in 2012) and its first major deal outside Silicon Valley, it’s not the largest acquisition in which Smith has participated. Smith was involved in larger deals, based on pure dollar amount, during her years in private practice. However, she says this topped them all in terms of personal satisfaction. “As a shareholder with fiduciary responsibility, I felt much more responsibility to the management team, employees, shareholders, and customers,” she says. “And I was more invested in a successful outcome.” Smith’s experience is key for VMware, but her enthusiasm and interest in mergers and acquisitions is also beneficial because it doesn’t look like VMware is slowing down any time soon. It has launched a number of new products—AirWatch Chat and the VMware Workplace Suite, to name a few—and recently strengthened partnerships with Lenovo, Hewlett-Packard, Docker, Google, and Pivotal. “We can’t help it,” Smith says. “Innovation is in our DNA. It’s always on our mind.”

VMWARE & AIRWATCH: THE ACQUISITION

$1.54b

Cost of AirWatch acquisition

60%

Growth in license bookings in Q3 2014 compared to the previous year in VMware’s End-User Computing Group, which includes AirWatch

$85$100m

Reported revenue of AirWatch as a private company in 2013

40%

Reported growth of AirWatch revenue each quarter in 2013

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ALL IN A DAY’S WORK WEAR The atmosphere at the Mandalay Bay Convention Center was a whirlwind of color and movement. Everything from jackets to shoes to fur-lined ponchos was on display; more than 20,000 people circulated through the building to take in all of the vendors presenting collections of men’s, women’s, and children’s apparel and accessories. The vendors met with buyers and licensing experts for three

packed days to pitch brands, suggest deals, and sign contracts. One of the brands displayed at the mid-August trade show was a relatively new one for the company promoting it, though the company itself is America’s oldest family-owned and -operated retailer of sporting goods. Modell’s Sporting Goods hoped fellow attendees would notice their new Smiths brand apparel and, even better, would want to obtain licenses to carry it in stores throughout the United States. But the man from Modell’s shaking hands and meeting with fashion experts wasn’t a director of marketing or fashion. General counsel and vice president Mark Aarons added the director of licensing role to his list of titles so he could better market himself at conventions. He recently attended MAGIC, the trade show in Las Vegas, for the first time. It was part of the work in licensing he took on but didn’t seek out or expect. “Going in, I already knew licensing well, and I love the business side of being an in-house lawyer,” he says. “It’s just an exciting business to be in.” Aarons wanted to be a lawyer from the time he was young, but he couldn’t guess he would eventually become the person in charge of signing new retailers to produce Smiths-branded work apparel and outdoor sporting good lines. When he was younger, he appeared as a witness

photo: Modell's Sporting Goods

With his background in licensing, general counsel Mark Aarons took on an additional role to launch a new brand for Modell’s Sporting Goods By Mary Kenney

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congratulates

Mark Aarons,

VP and Deputy GC at on 14 different occasions for a homicide in his hometown, sparking his interest in the legal system. He has what he calls an “indescribable passion” for justice, and he attended law school immediately after completing his undergraduate work. The jump, then, from lawyer to director of licensing may seem like a far one, but it was natural for Aarons to move into the position. When the role opened at Modell’s, Aarons was the company’s first choice. “I don’t think there was even a short list of candidates,” he reflects. After graduating from Brooklyn Law School, Aarons joined Candies International and handled a number of issues for the footwear line, including employment law, trademarks, and licensing. He joined the business side of the legal profession early and worked in corporate law at several firms before joining Modell’s. That long career has given him the insight to help drive Modell’s business. Aarons doesn’t need to rely entirely on that intuition, though; he has assistance from others in the company, for which he is grateful. Merchandising and marketing experts advise him, and Aarons manages the licensing business and does the contract work. To say he isn’t on the creative side is to undersell his natural instinct about the product, though. When one of Smiths’ licensees displayed an upcoming line of apparel for approval, Aarons picked out the nine items that he would buy. Eight of those nine items had already been selected by Modell’s fashion buyer to move forward with production. “Since moving into this position, I’ve learned to recognize different fibers and the value of different materials,” he says. “I’m something of a merchant-in-training.” Much of Aaron’s strategic work in the company is to promote the brand that is new to Modell’s but has been around for more than 100 years. Aarons describes Smiths as “what Howard Roark (an idealistic architect and the protagonist of The Fountainhead) would wear.” It’s easy to see the comparison. “It harkens back to that time, that look, that feel,” Aarons says. “The brand’s boots are the sort of rugged, waterproof, thick-soled shoes good

for a workday or a hike.” The pants are in conservative colors, and most of the jeans are lined with flannel. The jackets come in red, navy, gray, and black, and many are lined with fleece. The Smiths brand has all the appeal of other national brands, but the prices—around $20 for a pair of pants and $30 for a jacket—make it attract a wider market. “We’ve been selling Smiths for several years, and we’ve done very well with it,” Aarons says. “Now, we want to license it out for other categories, expand its offerings, and increase sales in the national market. We’re very happy with the direction it’s going in.” Modell’s relies on trade shows, like the one in Las Vegas, and a robust marketing campaign to grow out the “work wear for life” brand. Smiths is currently available online and in more than 150 Modell’s Sporting Goods stores along the East Coast, as well as several other major retailers. The brand is doing well; overall sales of Smiths apparel exceeded $10 million in 2013 and continue to grow. In the next three to five years, Aarons and CEO Mitchell Modell hope to grow the brand to more than $50 million. As he worked his way through the booths, runways, and crowds at the Las Vegas trade show, Aarons wasn’t nervous, despite being in a role he hadn’t anticipated. He morphed into it. Aarons shook hands and introduced himself to the fashion experts, but he knew he couldn’t introduce himself as a general counsel— who would want to speak to a lawyer at a fashion show? Instead, he introduced himself as the director of licensing, and he took in everything the industry had to offer.

— CLIENT CONNECTION —

> SHEPPARD, MULLIN, RICHTER & HAMPTON LLP : “I’ve worked with Mark

for more than 10 years. He’s one of the most intelligent and creative thinkers I’ve known and is focused on practicality in his decision-making. For as long as we’ve known each other, he’s been a tremendous professional, a great partner, and a true friend.” — Jonathan Stoler, Partner

Modell’s Sporting Goods, for his recognition in Modern Counsel.

We applaud Mark’s many accomplishments and contributions to the success of Modell’s Sporting Goods.

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Review the Facts Every case presents its own risks and opportunities. We try to figure out, as early in the case as possible, what is really at issue, what we will be able to prove, as well as what weaknesses may give the other side opportunities. While full discovery can play out over an extended period of time, we try to get a good sense as early as we can of the competing positions and risks, so we can map out roughly how we plan to respond. This is often done even before we have retained counsel since the results may guide us in what counsel to hire. Our objective at this stage is to understand the impact of the issues on the overall business—and that’s not only in terms of case value, but also to understand if there are any business changes that we should implement or any that we should recommend to minimize similar risks. Assemble the Team Defending a lawsuit of any complexity is a team exercise involving outside counsel, the internal legal department, and the business clients. We manage a lot of our discovery internally, so we can develop a greater expertise on company processes than we would ever find in a law firm or an outside vendor. We will use discovery counsel for the same reason, to develop the expertise on internal company processes. I am lucky to have a great discovery team. All of this requires a lot of coordination. Everyone involved needs to understand the larger context for the issues in the case, what we’re trying to achieve, what needs to be done, and who is going 64

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HOW TO

USE A TRIAL TO YOUR ADVANTAGE To business executives, lawsuits are rarely good news. Taking a case to trial is expensive, distracting, and risky, which is why an overwhelming percentage of cases settle. Managing the legal risks of a business effectively, however, requires not only being prepared to take cases to court, but being able to identify when a trial is the best option. Ralph Shalom, associate general counsel and chief litigation officer for First Data Corporation, delineates the many factors his team considers when deciding which cases to take to court. As told to Mary Kenney

to do it. The team metaphor is an apt one: each player may have assignments, but everyone needs to know the game plan and have confidence in each other. Assess the Case Once we have a sense of what the problem is and the risks it poses to the company, we can present our analysis to our leaders. We talk about our teams and who all needs to be involved, and we share our sense of what we want to do with the case. Some cases

present a problem in our operations that we can solve. Others are challenges to the way the industry operates, and that demands a stronger defense. If we know that a settlement is the best option, we’d rather accomplish it

— CLIENT CONNECTION —

> FOX ROTHSCHILD LLP: “It’s been an honor and pleasure to work with Ralph Shalom and First Data for more than 15 years. Ralph is a superb lawyer and innovative thought leader.” — Scott L. Vernick, Partner

sooner than let a case drag on. A settlement can resolve a claim in a matter of days; a court fight can take years. Some claims don’t lend themselves to settlement and may need to be fought through. We try to identify those going in, so we can prepare for that eventuality. There are definitely risks, but there can also be hidden benefits to trying a case. You have to look at each case not only as an individual claim, but more broadly. Sometimes a case is worth trying. Even if the cost of trying a case is higher than the issue presented, there are instances in which we have to fight to prove a certain point or principle. When we know we did the right thing, we look to defend it. Learn from Experience We try to avoid lawsuits, generally, but the issue a lawsuit brings to your attention can be an opportunity. It tells us how we can do better. It’s not just about defending ourselves against this case; it’s about avoiding future claims and improving how our business operates. Throughout the entire process, we give feedback to company leaders, and many things about our operations become apparent. There are always lessons learned, win or lose. I think our most significant contribution as lawyers is usually less about defending a particular case and more about providing the guidance to avoid future claims and improving business operations. We help the company in its overall process to get better at what it does, and we can use these challenges as opportunities to get better. photo: Bard Wrisley


Congratulations Ralph Shalom And Our Friends At First Data.

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You Are Always Extra And Never Ordinary.

WE SALUTE

Ralph Shalom for the outstanding work that he has performed for First Data.

Scott L. Vernick 215.299.2860 | svernick@foxrothschild.com

A Pennsylvania Limited Liability Partnership Attorney Advertising

We are proud to partner with Ralph and First Data in creatively resolving matters all over the country.

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FINDING A RESOLUTION Lawsuits are a big risk for many companies, but for Unum, the largest disability insurer in America, the danger is decreasing. In the last 10 years, general counsel Chris Collins has decreased litigation filed against the company by 70 percent through numerous measures that take a holistic approach to dispute resolution. It’s taken time, but his efforts are definitely paying off. By Julie Schaeffer

Modern Counsel: What types of disputes do you commonly see? Chris Collins: Sometimes they pertain to medical issues—whether someone is truly disabled under the definition of disability in his or her contract. Or it could be an issue of eligibility. For example, after two years your contract could state that to receive benefits, you not only have to be disabled from your own occupation, but any occupation. There are many other issues, though. It’s just about understanding those as well as how statutory law, common law, and the Employee Retirement Income Security Act (ERISA) work with respect to them. MC: When did you decide to change your approach to those disputes? CC: I grew up at the Paul Revere Life Insurance Company, which was acquired by Provident 66

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Companies in 1997. About three years later, Provident merged with Unum. On a standalone basis, each entity ran some of the largest disability claim operations in the country, and with their combination, the scale grew exponentially. There were challenges in bringing together a claims operation of that size. MC: What were some of those challenges? CC: It wasn’t that people were making wrong decisions, but that the approach we were taking to dispute resolution needed to be modernized. Because insurance companies are regulated by all 50 states, there are a multitude of laws, both statutory and common, plus ERISA at the federal level, that create myriad legal challenges in regard to the handling of claims. We realized that spotting those challenges early in the cycle instead of at the end, when a dispute arises, would be a better way to use our legal assets.

photo: Unum


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MC: What changes did you make to modernize the legal team? CC: Today, the largest group of lawyers that works on claims at Unum doesn’t work on litigation or settle claims that are in dispute. We call them dedicated legal resources, DLRs for short. Their job is to work on active, open claims before those claims even get close to being a dispute. They work full-time advising our claims personnel in the progression of claims as they’re maturing. MC: Given the number of claims you receive, those lawyers can’t review every one. How do you determine which claims are prioritized?

“It wasn’t that people were making wrong decisions, but that the approach we were taking to dispute resolution needed to be modernized.”

CC: It takes the insight of people working in benefits operations to know there is an emerging legal issue they need some help with. We’ve gone through a real evolution in benefits to get people to feel comfortable using our resources and have the judgment to determine when to do so. It’s a real partnership.

Pierce Atwood LLP provides a full array of legal services in New England and beyond. We are dedicated to providing top quality service on a timely basis to meet our clients' legal and business needs.

MC: What happens when the DLRs can’t address the problem? CC: You’d think the next stage would be to send the claim to litigation managers, but that’s not how we’ve structured our legal team. Instead, we try to take an enlightened view to resolving differences. We have another group of lawyers actively working to resolve disputes that might be headed toward litigation. We’ll work with policyholders—and sometimes their lawyers—to resolve the dispute before it gets into formal litigation. MC: Some claims must end up in litigation, despite your team’s efforts. How do you approach these? CC: The last stage of a dispute is with litigation managers, but even then, we try to encourage resolution. Even though we’ve already tried in two prior stages, we ask litigation managers to look at

We congratulate CHRIS COLLINS on his well-deserved recognition for excellence.

— CLIENT CONNECTION —

PIERCEATWOOD.COM

> SIDLEY AUSTIN LLP: “Chris

is an insightful general counsel who blends great judgment with keen business sense. It is a delight to work with Chris because he articulates clear goals, yet understands those goals must be accomplished within an ethical framework that also advances the interests of the business.” — Joel Feldman, Partner

MAINE MASSACHUSETTS NEW HAMPSHIRE RHODE ISLAND WASHINGTON, DC SWEDEN

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SIDLEY IS HONORED TO BE ONE OF

Collins (back, right) works with the Nativity School of Worcester, which serves middleschool boys who come from families eligible for federal food lunch programs. The program is in its 11th year and just saw its first class graduate from college.

Chris Collin’s CORE OUTSIDE COUNSEL

We congratulate him on being recognized for his outstanding integrity, insight, judgment and leadership.

sidley.com

the cases again and give them a fair assessment. If there’s no way to find a resolution, we’ll prepare ourselves for litigation, but we’ll do so knowing we tried everything else. MC: You’ve added a lot of steps to the process to try to reduce litigation. Is that process still efficient? CC: In the past, emerging disputes would bloom into full-blown litigation, and we all know the most expensive way to resolve a dispute is through litigation. It costs us money, costs the policyholder money, and there’s opportunity cost. Today, we’re avoiding disputes. We have less than a third of the litigation today that we had 10 years ago. It’s been a steady progression down, year after year, and we still haven’t bottomed out. MC: Did the reduction in litigation expenses come at the expense of more staffing costs? CC: Our staff has actually decreased. It’s less than half of what it was in the early 2000s. That’s because we had many more litigation managers before. Our change to dispute resolution is a way to use fewer people in a more focused and enlightened way.

Attorney Advertising - For purposes of compliance with New York State Bar rules, our headquarters are Sidley Austin LLP, 787 Seventh Avenue, New York, NY 10019, 212.839.5300; One South Dearborn, Chicago, IL 60603, 312.853.7000; and 1501 K Street, N.W., Washington, D.C. 20005, 202.736.8000.

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LOCAL IMPACT Unum is headquartered in Chattanooga, Tennessee, and has major operations in Portland, Maine, and Worcester, Massachusetts. The company operates in midsized communities and has become known for its efforts to operate as a good, locally-focused corporate citizen. In 2009, many firms left Worcester, but Unum stayed. It signed a 17-year lease in a new building in CitySquare. Unum is a major employer in all of the communities in which it operates and has a reputation for treating employees well. Leaders in the company serve prominent positions in the local nonprofit community.

— CLIENT CONNECTION —

> PIERCE ATWOOD: “Our lawyers have been privileged to work closely with Chris for

many years. He always brings to the table important insights and leadership qualities that foster effective collaboration among all the members of his team.” — Donald R. Frederico, Partner

photo: Mike Nyman


IMPLEMENT RISK

GLOBAL RISK MANAGEMENT As general counsel of NASDAQ OMX Group, Ed Knight utilizes technology to manage multinational legal issues By Julie Schaeffer

When Ed Knight joined NASDAQ OMX Group in 2001 as general counsel, the company served only a few markets worldwide. Now, 14 years later, it serves 25 markets—a level of growth Knight attributes to the use of best-in-class technology and regulatory programs. “We’ve been able to mine these synergies and implement this strategy in markets around the world.” When most people think of the National Association of Securities Dealers Automated Quotation (NASDAQ) system, they think of the global electronic marketplace for the buying and selling of stocks. That’s one of the offerings of NASDAQ OMX Group. The system was formed because the National Association of Securities Dealers wanted to create a way for investors to buy and sell stocks on a transparent computerized system. Thus, the NASDAQ went live in 1971 with quotes for 2,500 over-the-counter securities. Today, the exchange is home to more than 3,400 listed companies, with a market value greater than $8.5 trillion. But NASDAQ is also a leading provider of technology and information, powering more than 70 marketplaces in 50 countries, 1 in 10 of the world’s securities transactions, and more than 10,000 corporate clients. “We purposely created a diversified business model designed to minimize financial risk and provide shareholders with varied sources of revenue in photo: Zef Nikolla

numerous geographic markets and product types, so we are not dependent on any one market or product,” Knight says. Given the company’s complexity—and its large expansion in a relatively short amount of time—Knight had his work cut out for him. “In today’s modern public company, risk management is at the top of the agenda for the board and senior management, and really, for everyone in the company,” he says. “Technology risk, legal complexity, financial risk— you could write volumes about these issues. At NASDAQ, given our market responsibilities, risk takes on another dimension entirely, and we organize ourselves accordingly.” This is why Knight has implemented a number of processes and procedures that help identify and mitigate risk for the organization. Before becoming general counsel of NASDAQ in 2001, Knight served as the chief legal officer for the National Association of Securities Dealers, now the Financial Industry Regulatory Authority. Before that, he served as general counsel of the Department of the Treasury from 1994 to 1999, making him the department’s longest-serving general counsel since the position was created in 1934. Upon his departure, Knight received the department’s highest honor, the Alexander Hamilton Award, from Treasury Secretary Robert Rubin. As general counsel for NASDAQ, he

“At NASDAQ, given our market responsibilities, risk takes on another dimension entirely, and we organize ourselves accordingly.” leverages this experience to guide the protection of the organization’s integrity. “This is our focus, 24 hours a day, 7 days a week,” he says. “We are never complacent, and we are always mindful of the special responsibilities we have as the operators of marketplaces around the world.” Knight started with a solid core of legal, compliance, and regulatory personnel and added employees as NASDAQ acquired companies and markets. Driving their efforts is NASDAQ’s compliance APRIL/MAY/JUNE 2015

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“We are never complacent, and we are always mindful of the special responsibilities we have as the operators of marketplaces around the world.” council, a committee of regulatory officers from around the world. This includes the chief compliance and regulatory officers from each of NASDAQ’s 26 markets, internal audit personnel, and human resources employees from the general counsel and ethics offices. The council maps the organization’s strategy for regulatory compliance on an annual basis and every month meets to review its progress. The team also seeks outside assistance when needed. “Our legal and compliance team has conducted a thorough gap analysis with a third-party management consultant, with a goal of matching or exceeding the best legal and compliance program in the world today,” Knight says. The team’s efforts have established NASDAQ as an industry pioneer. “We’ve instituted many innovative regulatory and compliance programs, often before any other exchange in the world,” Knight says, pointing to NASDAQ’s regulatory testing program as an example. “It tests every change to our technology before it’s configured in our system, which ensures that we’re compliant with our regulatory obligations even though we change our core technology over time. It applies more than 6,000 compliance test scripts to each change.” Supporting NASDAQ’s risk management efforts, as noted, is best-in-class technology that is designed to support the legal and regulatory function. In today’s era of global trading across a multitude of asset classes, it is difficult for 70

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regulators and compliance officers at financial companies, such as broker-dealers, to maintain a single consolidated view of trading. To that end, NASDAQ acquired Australia-based SMARTS Group, the leading provider of market surveillance solutions for exchanges, regulators, and brokers, in 2010. The SMARTS technology allows regulators, exchanges, and broker-dealers to carry out real-time, cross-venue surveillance—essentially, sourcing, capturing, and maintaining the trading data required to conduct in-depth analyses to identify potential abuse. One offering, SMARTS Broker, is a managed service that helps market participants comply with regulations and internal policies. Another, SMARTS Integrity, is a surveillance tool that allows regulators to maintain an orderly market by providing a consolidated visual view of real-time market activity; it is accompanied by sophisticated alerting tools, such as detection of unusual trading patterns that could be potential breaches of exchange or regulator trading rules. To date, SMARTS is used by more than 90 market participants across 65 global markets and all asset classes, and it processes billions of messages per day. The technology has been so pivotal it led Waters Technology, in its 2013 and 2014 Waters Rankings, to give NASDAQ the award for Best Market Surveillance Provider. Also at the top of Knight’s risk-management watch list is cybersecurity. The Internet has become essential to the global economy, and businesses of all sizes are increasingly dependent on it for their dayto-day operations. Though cyberspace helps businesses achieve greater efficiencies, it’s increasingly become the target of criminal hackers, from industrial spies to foreign governments. Amid the growing number of cyber attacks, companies like NASDAQ are seeking more stringent security solutions as the first step to solving a complex problem. “We have made our technology resilient, with proper failovers to combat against cyber attacks and other issues,” Knight says. “We brought in some of the world’s best cybersecurity technologists.”

Market Expansion Since its launch, NASDAQ OMX has established exchanges in an additional 25 geographic markets around the globe, listing approximately 3,400 companies on its exchanges. ••

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NASDAQ Stock Market (United States) NASDAQ Iceland NASDAQ Vilnius (Lithuania) NASDAQ Riga (Latvia) NASDAQ Armenia NASDAQ Helsinki (Finland) NASDAQ Tallinn (Estonia) NASDAQ Futures, Inc. (United States) First North Copenhagen First North Stockholm First North Helsinki (Finland) First North Iceland First North Riga (Latvia) First North Tallinn (Estonia) First North Vilnius (Lithuania) NASDAQ Options Market (United States) NASDAQ PHLX (United States) NASDAQ Commodities/Nord Pool (Sweden, Norway, Finland, Denmark) NASDAQ BX (United States) NASDAQ Stockholm N2EX (United Kingdom) NASDAQ PSX (United States) NASDAQ Copenhagen NASDAQ NLX (Europe) Excludes central securities depositories and clearinghouses.


Leadership Shearman & Sterling values its relationship with Nasdaq OMX’s Edward Knight and appreciates the ongoing opportunity to support Nasdaq OMX in solidifying its market leadership.

ABU DHABI | BEIJING | BRUSSELS | FRANKFURT | HONG KONG | LONDON | MILAN | NEW YORK | PALO ALTO PARIS | ROME | SAN FRANCISCO | SÃO PAULO | SHANGHAI | SINGAPORE | TOKYO | TORONTO | WASHINGTON, DC shearman.com


IMPLEMENT NEGOTIATIONS

SECURING THE How the city of Cleveland and Cavaliers GC Jason Hillman brought the 2016 Republican National Convention to the Buckeye State By Mary Kenney When Jason Hillman and his wife moved from Detroit to Cleveland, they didn’t know what they were getting themselves into. The two came from a metropolis of more than 600,000 people to the Ohio city just over half that size. “We didn’t know what to expect,” Hillman says. “But once we got there, we realized what Cleveland has to offer.” That list of offerings is a long one: topranked medical centers, a world-class theater district, popular sports teams, and a history rooted in rock and roll and America’s early westward expansion. 72

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“On and on,” he says, “I could go on forever.” When the Republican National Convention (RNC) comes to the city in 2016, Hillman believes every attendee will have that same realization. “People who don’t know Cleveland well will come here and walk away shaking their heads in surprise,” he promises. “It’s a great city. We just need to get them here.” Hillman, vice president and general counsel for the Cleveland Cavaliers, is one of several Clevelanders, including a team from Quicken Loans Arena, who worked to promote their city to the


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CONVENTION Republican National Committee and its site selection team. Cleveland had presented a bid to host the 2008 convention but lost to Tampa, Florida, due in large part to limited hotel space. A number of construction projects have been completed since then, which the committee took into consideration for 2016. The committee started with a list of eight cities and eventually boiled it down to two, Cleveland and Dallas. Pundits weighed in on both sides as the team considered. The committee voted unanimously to host the RNC in Ohio, and committee chairman Reince Priebus announced the selection during a Fox News interview. “I will say it was a business decision; when it came down to hotels, the venue, the arena, it was unbelievable,” Priebus said in the segment. Ohio is a famous battleground state in presidential elections; thus, many experts and even Priebus reflected that the choice of Cleveland—the seat of a county that voted for the Republican candidate in all but one presidential election from 1952 to 2004—over Dallas will give the GOP the chance to win crucial swing votes early. “In the end, as well, it’s Cleveland, Ohio, and as goes Ohio, so goes the presidential race,” Priebus said in the same interview. Ohio has voted for the victor photo: Mallory Benedict/PBS NewsHour

of the past 13 presidential elections, and no Republican has ever won the White House without winning Ohio. The effort to bring the convention to Cleveland, and to Ohio’s most populous county, was a bipartisan one. Mayor Frank Jackson, a Democrat, and Rob Frost, the county’s Republican Party chairman, were key in uniting local businesses and civic and political leaders in an effort to increase the city’s appeal. Hillman was in talks with local leaders as early as February 2014, when they realized Cleveland would have the opportunity to bid for the convention again. “It was one of the most inspiring, bipartisan, public/private, for-profit/nonprofit, joint-effort initiatives that I’ve ever been a part of,” Hillman says. “A very small part of,” he adds, though that’s likely selling himself short, since he manages legal matters for Quicken Loans Arena, the 2016 convention’s main venue. The selection committee outlined its reasons for choosing Tampa for the last convention, so the Cleveland team had a clear list of what it needed to improve to win the opportunity to host: venue and hotel space, fund-raising, and timing. Rapid construction in Cleveland’s downtown had already largely addressed the space problem, and locals worked together quickly to raise funds. The next step

“People who don’t know Cleveland well will come here and walk away shaking their heads in surprise.”

was to offer something Dallas couldn’t: the ability to host the convention in mid-summer rather than in autumn. This was in line with a new and major strategy the GOP identified in 2012 to strengthen its eventual candidate. By having an earlier convention, the primary season would be shortened, limiting the amount of time candidates would have to debate one another, or, in less optimistic terms, to damage one another’s image. Many experts pointed to a long and passionate primary season in which Mitt Romney went head-to-head against Rick Santorum, Newt Gingrich, Michele Bachmann, and others as a reason his potential suffered even before he began campaigning against President Barack Obama. APRIL/MAY/JUNE 2015

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Cleveland

AT CAPACITY Supporting a conference on the level of the Republican National Convention takes a great deal of infrastructure. Luckily, hosting big crowds is nothing new for Cleveland. Here is a breakdown of the city and the upcoming RNC by the numbers.

390,113 50,000

“The opportunity to showcase Cleveland and northeast Ohio on an international stage is unprecedented.”

Cleveland population

Projected RNC attendance (delegates and alternates)

15,000 20,562 5,000

Projected media attendance

Seats in Quicken Loans Arena

Hotel rooms in downtown Cleveland by 2016

17,000

Hotel rooms within 45 minutes of downtown by 2016 SUPPORTING VENUES Convention Center, Public Auditorium & Conference Center, Renaissance Cleveland Hotels TRANSPORTATION INFRASTRUCTURE Cleveland Hopkins International Airport, Amtrak, Greater Cleveland Regional Transit Authority WALKABILITY WalkScore ranked Cleveland 16th most walkable out of the 50 largest cities in the nation in 2014 Sources: 2013 U.S. Census Bureau, Positively Cleveland, Cleveland 2016 Host Committee

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Cleveland’s host committee originally offered June dates for the national convention, but that was before four-time NBA MVP LeBron James announced he would return to the Cavaliers, vaulting the basketball team into the favorites to reach the NBA finals in 2016. The league requires teams in the finals to keep their arenas, in this case the Quicken Loans Arena, available through the end of the finals, which typically conclude near the end of June. The Cleveland 2016 Host Committee now indicates the convention will take place in June or July. As soon as Priebus announced Cleveland would host the convention, opinions about the decision began to pour in. Much of it was positive: the choice of a battleground state and a city that’s often gone blue seemed, to many, like smart political tactics. The chief concern raised about Cleveland’s bid was the fund-raising the city promised it could manage before the convention. The host committee promised to raise $60 million to cover some convention costs. When the choice to host in Cleveland was announced, unofficial sources said between $25 and $30 million had been raised, and some argued that Dallas, which had already pledged nearly double that, would have been a better choice. Hillman’s response to this critique is direct: “We got it.” Fund-raising is a minimum requirement to secure the opportunity to host a convention, he points out. The critique that Cleveland won’t raise enough falls flat because the issue has long since been addressed, and

a strategy has already been put in place by convention organizers. The opportunity for Republican candidates to win hearts in a key state has been touted by many experts, but what are often overlooked are the positive effects hosting an event like this can drive in the host city. Conventions have, historically, been significant economic boons to the cities that have accommodated them. Projections in 2012 estimated that the RNC brought just under $200 million into the Tampa Bay area. “The opportunity to showcase Cleveland and northeast Ohio on an international stage is unprecedented,” Hillman says. The assets that drew the Republican site selection committee—a recently constructed convention center and hotel space, diverse restaurant environment, and many other entertainment venues— will impress the tens of millions who have historically watched the convention, not to mention the tens of thousands who will attend in person. “We embrace it,” Hillman says. “We’re looking forward to showing off what we have here.” In the months ahead, Hillman will handle any contractual issues that arise with the Republican National Committee. The main license agreement is already settled and signed, but organizers still have a lot to accomplish to ready the basketball stadium for the convention. Hillman will work to make sure everything the arena committed to in its license agreement is carried out. “At this point, the heavy lifting on the agreement is done,” he says. “Now, it’s all about execution.”

— CLIENT CONNECTION —

> OGLETREE, DEAKINS, NASH, SMOAK & STEWARD PC : “As outside counsel, we

are pleased to have worked with Jason for several years now. He is smart, thoughtful, and practical, and he’s always looking for, and helping find, creative solutions.” — Bruce G. Hearey, Shareholder


IMPLEMENT Review Globalization has increased the prevalence of mergers and acquisitions in many industries. Many experts argue that in an increasingly streamlined legal world, lawyers need to take a generalist approach to their practices, and that includes a focus on acquisitions.

INQUIRY Do you consider yourself a generalist or a specialist, and how has this shaped your career? Do you agree that lawyers should wear many hats, or do you think they should choose an area of focus and build up their expertise?

For more on the international expansion of Modell’s Sporting Goods, see the National Sporting Goods Association article “Modell’s to Go International with Expansion Into United Arab Emirates.” To see the latest news about Unum’s commitment to corporate responsibility, visit the group’s Newsroom Web page, and go to “Press Releases.”

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“I had never engaged before in a process where I really heard what the client’s experience was. It was hard to hear, but it was really amazing, too.” ROCHAEL SOPER, IDEO

CORPORATE RESPONSIBILITY 78 LEVI STRAUSS & CO.

Jeff Staffe builds the company’s social responsibility efforts

84 ACXIOM CORPORATION

How legal departments can be stewards of personal data

HEALTH CARE 91 BRISTOL-MYERS SQUIBB

Balancing litigation and media scrutiny

photo: Nicolas Zurcher/IDEO

ENERGY

DESIGN

96 PANATLANTIC EXPLORATION COMPANY

108 IDEO

Analyzing markets to support expansion efforts

TECHNOLOGY 98 BITCOIN FOUNDATION

An emerging technology raises questions

101 3D SYSTEMS

Changing the way we live, one 3-D printout at a time

104 A&E NETWORKS

Digital media evolves, and so must IP lawyers

Creative teams craft enterprise solutions

GOVERNMENT 112 DISH NETWORK

How to balance federal rules with customer needs

WORKFORCE 116 AARP

Rewriting its image and refocusing its goals

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DOING

WELL & DOING GOOD Ten years after leaving Levi Strauss, Seth Jaffe came back for the social impact BY JULIE SCHAEFFER PHOTOGRAPHY BY CALEB FOX

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“The first time I worked at Levi’s, I’d come home and tell my young son about the company’s cool products and connection to the community, and I felt a great deal of pride in doing so,” says Seth Jaffe, general counsel of Levi Strauss & Co. (LS&C). “When my daughter reached a similar age, I wanted to feel and share that sense of pride again—about my company’s place in the world and how it resonates with consumers.” It’s the social responsibility that brought Jaffe back after more than a decade removed from working in the brand’s legal department. In its 150+ year past, LS&C has been known for its corporate responsibility initiatives (inventing women’s blue jeans, global health education, and HIV/AIDS prevention). As general counsel, Jaffe helps bring those innovative projects to the forefront of the organization and then execute on the legal end to make them happen. “Some brands have an emotional connection to people that is almost tangible, and that’s what drew me back to Levi’s after a long hiatus,” Jaffe says. Social responsibility has always been in Jaffe’s blood. After obtaining his law degree from the University of Michigan, he considered a career in public-interest law, but ultimately joined McCutchen (now Bingham McCutchen) as a litigator, instead. “I wanted to help others, but I also wanted to eat,” says Jaffe, who nevertheless found time to do pro bono work. When Jaffe was at McCutchen, LS&C approached him, and he saw an opportunity to align his personal and professional interests by working for a company that’s highly invested in the communities it touches. Social responsibility is ingrained in the company’s 161-year history. In 1854, the year after a Bavarian immigrant named Levi Strauss set up a business in San Francisco, he gave $5 to a local orphanage, now called the Edgewood Center for Children and Families. It was the beginning of a centuries-long tradition of sharing prosperity. “Shareholders and management have always considered the company a place at which we do things according to a particular set of values and principles,” Jaffe says of his company, which still supports the Edgewood Center. “And in seeing that, 80

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I realized that working here fulfilled both sides of my brain, allowing me to make a business impact as well as a social impact. I could do well and do good.” Jaffe spent 15 years at LS&C in the mid ‘80s and ‘90s, serving as chief counsel for Europe and the Americas. He ultimately left to answer the siren song of Silicon Valley in 1999. The venture he joined, a health-care IT company bringing caregiver resources to the Internet, was revolutionary but lacked funding. Jaffe left to join Williams Sonoma as general counsel. He held the position for 10 years, until a headhunter approached him about coming back to LS&C as general counsel. “If it had been the same company it was when I first worked there, I wouldn’t have come back,” Jaffe says, referring to the company’s fiscal struggles. In 1996, LS&C earned $7.1 billion in revenues. By 2003, however, revenues had fallen to $4.2 billion, and they barely rose as the company failed to translate affinity for the brand into purchases. Then lightning struck—twice. “I was interviewing with Steve Neal, the chairman of the board, and he kept looking at his Blackberry, which I thought was a bit odd,” Jaffe says. “Then suddenly he said, ‘I can finally tell you: We just announced we have a new CEO, and you’ll be interviewing with him tomorrow.’” That CEO was Chip Bergh, the 57-year-old former Procter & Gamble executive and US Army captain who would turn the brand around by bringing discipline that had been missing from the company for some time. “People feel deeply connected to the Levi’s brand, and I wanted to reengage in that,” Jaffe says. “At the same time, I saw Chip’s vision of turning Levi’s into the best apparel company the world, and how he thought he’d get there really resonated with me.” Jaffe started the same day as Bergh. Bergh overhauled the business structure, bringing cost discipline and increased productivity, as well as driving a global focus on product and marketing. But he also ensured LS&C did not lose the connection to its roots. He did this by extending the idea of “profits through principles,” a way of thinking about the brand as intertwined with the community. Bergh’s vision reminded employees that LS&C is


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“If it had been the same company it was when I first worked there, I wouldn’t have come back.”

photo: TKTKTKTK

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EVALUATE CORPORATE RESPONSIBILITY 10 THINGS TO KNOW ABOUT THE NEW LEVI’S STADIUM The $1.2 billion venue is 1.85 million square feet, seats 68,500, and features 170 luxury suites and 9,000 club seats. The three bridges connecting to the parking area include hundreds of solar panels. Combined, they and the solarpaneled roof deck generate enough electricity to fully power 10 49ers home games each season.

about more than jeans and profit margins. Struggling in the wake of the 1906 San Francisco earthquake and the Great Depression, LS&C continued to find work for employees because it felt a deep responsibility to them. In the 1940s, it was the first apparel company to desegregate its plants in the South. More recently, Levi Strauss’s great-great-grandnephew Robert Haas, who was CEO from 1984 to 1999, spearheaded a code of conduct for overseas manufacturers that established labor, health, safety, and environmental requirements for suppliers based upon internationally recognized standards; he also extended medical benefits to employees’ domestic partners, a worldwide first. “We’ve reached a place now where consumers expect us to be socially responsible and active in the community, and Chip wanted to connect that to building the brand and the business,” Jaffe says. Since then, LS&C has continued to focus on the communities it touches, more recently establishing a program called “Improving Workers’ Well-Being.” Having already set a code of conduct for overseas manufacturers 20 years ago, the company wanted to do more. To that end, it established a broad program to improve the lives of the people who make LS&C clothing. A joint effort between LS&C and the Levi Strauss Foundation, the “Improving Workers’ WellBeing” program reaches out to suppliers in third-world communities, places like Bangladesh, Pakistan, and Haiti, showing why it’s in their best interests to improve workers’ well-being. As an example, employee absenteeism is rampant due to health problems that are easily preventable, particularly those related to women’s reproductive health. “We aligned ourselves with the HERProject to help educate women about basic health issues,” Jaffe says. “In doing so, the program not only helps these women live healthier lives but also improves attendance and lowers turnover, allowing our suppliers to be more productive.” Over the past 25 years, corporate responsibility has come to encompass sustainability, a necessity in a world in which consumers seek products they can feel good about. “People want to look good but also feel good about what they’re buying, so we’re working 82

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The 27,000-squarefoot NRG Solar Terrace includes a rooftop garden featuring 16 native, droughtresistant plants, saving energy by reducing the need to cool the SAP Tower. All wood used in the Citrix Owners Suites and the NRG Solar Terrace is reclaimed from an airplane hangar at Moffett Field in Mountain View, California. The stadium earned gold Leadership in Energy and Environmental Design (LEED) certification, making it the first professional football stadium to receive LEED Gold. The stadium uses reclaimed water for undrinkable uses such as bathroom fixtures, making 85 percent of the water used at the stadium recycled.

to ensure that our products are made using environmentally sensitive processes,” Jaffe says. In 2010, the company introduced “Levi’s Water<Less” jeans, which was spurred from a 2007 life-cycle assessment on The Levi’s Stadium Levi’s jeans. The study found that one of the largest Wi-Fi infrastructure environmental impacts of the company’s products, includes more than from cradle to grave, was the use of water. A single 400 miles of cabling and more than 12,000 pair of Levi’s 501 jeans uses more than 3,000 liters of physical network ports water—49 percent during the cotton-growing stage, to power the stadium’s 6 percent during the manufacturing process, and 45 40 gigabit Internet backbone. percent during consumer washing. By making simple Replays with multiple changes to the finishing process, the company was camera angles can be able to reduce water consumption by an average of viewed on the Levi’s 28 percent. Using traditional finishing methods, the Stadium via iPhone, average pair of jeans goes through between 3 and 10 iPad, and Android devices. washing cycles, using 42 liters of water; new methods use dry stones in place of wet ones to create certain The stadium is transit-oriented with finishes and reduce the number of wash cycles by easy access to public combining multiple wet-process cycles into one. To transportation and a date, Levi’s has made more than 75 million garments bike path. using the Water<Less process—and in the past year The parking lot alone has made 22 million garments, saving 190 milfeatures 12 spaces for plug-in vehicles. lion liters of water. The initiative also encourages


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K asowitz kasowitz benson torres & friedman llp

We salute the accomplishments of

Seth Jaffe, Senior Vice President and General Counsel, Levi Strauss & Co.,

consumers to think about their role in water consumption. “The buzz is that at a conference Chip said that we shouldn’t wash our jeans,” Jaffe says, “but the message is that they just need to be washed a lot less than people think they do.” In 2014, the company connected with patrons of the brand in another way: a 20-year, $220 million investment in the naming rights for the San Francisco 49ers Levi’s Stadium. The fit was perfect: Two iconic San Francisco organizations, both family-owned for much of their history and committed to sustainability. The name allows Levi’s to reach fans not just through football, but concerts will also be held at the stadium, reflecting the brand’s association to music. “Our products have historically been highly connected to music, with one of our former marketing directors claiming that based on pictures, around 70 percent of the fans at Woodstock wore Levi’s 501 jeans,” Jaffe says. More than 68,000 fans will walk into the stadium for each event, connecing them to the Levi’s brand. Just as Jaffe tells his children about everything LS&C is doing, those 68,000 fans will continue to spread the company’s message. photo: Dave Henry

“We’ve reached a place now where consumers expect us to be socially responsible and active in the community.”

who shares our commitment to pursuing aggressive and innovative legal strategies in support of business goals.

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Ethical

Transactions Jerry Jones delineates the responsible management of personal data BY MARY BETH ROHDE

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photo: Jacob Slaton


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Acxiom Corporation probably knows a lot about you. As chief ethics and legal officer and executive vice president for the analytics and software company, Jerry Jones is responsible for guiding how Acxiom uses what it knows. The company collects personally identifiable information (PII) from a wide variety of sources, such as public records and surveys about consumer buying habits, which provide data and insights that enable better marketing decisions. Jones, a former trial lawyer, joined Acxiom in 1999 and changed his title to ethics and legal in 2012 to emphasize the importance of setting the right responsible tone for the company. “It’s not enough to focus on the law without thinking about what’s right,” he says. As an expert on the topic, Jones shares six things every lawyer needs to know about ethical data use. Define privacy We all have notions of what constitutes private information, making it difficult for a business to divine the sweet spots in data use. Jones suggests starting from the premise that good comes from sharing information if done within an ethical framework. With a vast array of information becoming available almost daily as technology improves, it is easier for companies to collect, parse, and share their data. The key is to not go too far. “Technology changes faster than the law does,” Jones says. “If we just rely on a legal or regulatory framework to govern behavior, that puts us behind the times. By looking at data from an ethical framework, we can do a better job of protecting people’s interests, and ultimately the interests of the company.”

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“We think it’s important to bring a higher level of transparency to the business. People have the right to see the information that is collected about them and how marketing decisions are made.”

With knowledge comes responsibility Acxiom operates on the principle that its associates are stewards of PII and are aware that inappropriate use can be detrimental to the company’s long-term success. “We have a tremendous amount of predictive information, which, to some people, can be a bit creepy,” Jones says. “If we get too close to the creepiness factor, people will be uncomfortable.” For instance, if a retailer has customer data indicating a teenager is shopping for baby items and sends marketing materials to the home based on the likelihood of pregnancy, that is a step too far because of the person’s age. “We have to apply the concept of respect for the individual at all times.” Show what you know Jones believes in giving consumers as much information as possible about how Acxiom does business. To that end, in September 2013, the company unveiled a

portal called aboutthedata.com; the first of its kind, it allows people to view and edit publicly available marketing data the company has about them. “If someone wants to give us a better perspective, they can,” Jones says. “They also have the ability to opt out of the data we use for marketing information.” The site has been well-received by consumers and is setting a new standard for the industry. “We think it’s important to bring a higher level of transparency to the business. People have the right to see the information that is collected about them and how marketing decisions are made.” Privacy is a job Acxiom created a position for chief privacy officer in 1991, making it one of the first companies to create a C-level position for this work. All associates, including the CEO, take an annual certification on ethical principles and rules governing data use. “We really build these concepts into the fabric of our business,” Jones says. This paradigm also applies to product development, in which questions of ethics and legality are debated well before any new prototype rollout. “‘We can do it legally, but should we?’ It’s a question we ask all the time,” Jones says. “Ethical use of data is a filter we always apply, and we put that filter on early in the process.” Listen to the critics There are plenty of people who don’t agree with Acxiom’s mission, and Jones understands their concerns. He thinks it’s fair to entertain arguments from the other side of the privacy debate, and it can definitely be educational. The company has regular conversations with privacy advocates and, in some cases, has changed behavior based APRIL/MAY/JUNE 2015

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Kutak Rock is pleased to recognize

Jerry Jones for his accomplishments with Acxiom.

Business & Corporate Litigation Public Finance Real Estate 17 Locations | Over 500 Attorneys

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“What data protection regime covers the cloud if the cloud is located in India? There are myriad issues that need to be addressed.”

on those discussions. “I was a trial lawyer, and if I didn’t listen to my opponent’s point of view, it was hopeless,” he says. “As a business, we need to hear opposing points of view.” Lead by the example Acxiom hosts a conference on ethical use of data as a forum to meet with industry peers and discuss trends, challenges, and potential solutions. For instance, Jones says the industry needs to move beyond the ubiquitous “terms and conditions” paragraph—the fine print people breeze through and sign off, allowing companies access to their personal data. “Is this really the best way to inform people about how their data will be used?” he asks. “This is the type of issue the industry should be discussing.” It’s also worth considering how US data paradigms compare to those of other countries. In Europe, companies can’t use PII without an individual’s express written consent. “In a global economy, this creates a conflict as we try to determine whose laws should apply. For instance, what data protection regime covers the cloud if the cloud is located in India? There are myriad issues that need to be addressed.”

PROMOTING DATA PRIVACY In September 2014, Acxiom hosted the first global conference on the Ethical Use of Data in Washington, DC, including a competition to award $50,000 in grants recognizing the brightest thinking around this topic. The idea for the conference grew from conversations about Data Privacy Day (Data Protection Day in Europe), which was celebrated on January 28, 2014, in the United States, Canada, and 27 European countries. Its intent was to raise awareness and promote data privacy education. “We thought we could do more to look at whether the industry has the right frameworks and regulations, so we created a conference tightly focused on discussing these issues,” says Jones.

photo: Jacob Slaton


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WE ARE PROUD TO SUPPORT OUR CLIENT AND FRIEND

Jonathan A. Wasserman

bristol-myers squibb company

Every day we strive to achieve the best possible results for our clients. Lowenstein Sandler has earned client confidence and a top reputation through our unwavering service and dedication across industries and practice areas. We successfully represent our clients through all phases of litigation, and our team of skilled litigators includes many seasoned trial lawyers.

www.lowenstein.com New York

Palo Alto

Roseland

Washington, DC

Š 2014 Lowenstein Sandler LLP. photo: TKTKTKTK

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Debevoise is honored to work with Jon Wasserman and Bristol-Myers Squibb

www.debevoise.com

New York Washington, D.C. London Paris Frankfurt Moscow Hong Kong Shanghai

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EVALUATE HEALTH CARE

GOOD MEDICINE Jonathan Wasserman juggles litigation in a highly regulated environment BY MARY KENNEY

Jonathan Wasserman was the one standing in a federal court, but he represented more than just himself. For a few hours, he wasn’t a new law school graduate. He wasn’t a professional trying to bulk up on real-world experience. For a few hours, he stood for the United States government. “That’s incredibly heady for someone just out of law school,” Wasserman says, “and also very overwhelming.” Wasserman’s first job as an attorney in the Department of Justice taught him a lesson that’s been key to his success, and his drive, ever since: how you regard your client is absolutely crucial to the work you do. He was passionate about defending the US government, and today, he’s just as passionate about his work at Bristol-Myers Squibb (BMS). Wasserman is the vice president and associate general counsel overseeing litigation and government investigations for the global biopharmaceutical company. Though that title seems to indicate that his most important role is in a courtroom, that isn’t so. What’s always in the forefront

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Hogan Lovells is proud to work with innovative leaders in the life sciences industry, and we are pleased to recognize the accomplishments of Jonathan Wasserman and Bristol-Myers Squibb. 2,500 lawyers. 45+ offices. 25 countries. www.hoganlovells.com Hogan Lovells is an international legal practice, including Hogan Lovells US LLP and Hogan Lovells International LLP. Š Hogan Lovells 2014. All rights reserved.

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“You feel valued as a lawyer in a business like this. Your role is absolutely necessary.”

— CLIENT CONNECTION —

> KIRKLAND & ELLIS: “Bristol-Myers

Squibb’s Jonathan Wasserman and his team face numerous extraordinarily difficult, complex, and precedentsetting lawsuits and legal challenges every day. Undeterred, Jon guides his team and the company through these matters with creativity, practicality, and thoughtfulness.” — Matthew Solum, Partner

photo: Bristol-Myers Suibb

of his mind is how to deliver the best returns to shareholders, keep Bristol compliant, and avoid the courtroom altogether. “You have to think about the long-term strategy of the company,” Wasserman says. “It’s not just about litigation—litigation is only one piece of a company. The difference as an in-house lawyer is that I’m part of the company’s strategy. [I’m a part of] developing and distributing products that improve the lives of many people.” Litigation and compliance in the biopharmaceutical industry is so involved and difficult that there are robust debates about how much education a lawyer should require to work in it. Some say that defenders of such companies need only the standard law degree, and others argue they should pursue advanced degrees in the sciences to have a better understanding of the field. As such, avoiding product liability and personal injury lawsuits and ensuring compliance in a heavily regulated industry keeps Wasserman’s team busy, and the constant development of new therapies makes biopharmaceutical law an ever-evolving practice area. “You feel valued as a lawyer in a business like this,” Wasserman says. “Your role is absolutely necessary.” Long before a case is brought to trial, Wasserman and the other 205 members of the legal team are proactive in identifying potential problems and working to avoid litigation. To that end, collaboration is necessary. The law department is divided into groups, and those groups work closely with others in the business to create strategies for risk mitigation. This is particularly important for the company’s intellectual property, what Wasserman calls the lifeblood of the industry. “Our success is tied to our collaboration,” Wasserman says. Still, some cases need to be tried, and Wasserman and his team aren’t afraid to go to court when it’s in the best interest of the company. “There are certain cases where you feel so strongly, as a company, that you have to try them,” he says. “That helps send a message that the company is serious about protecting itself against lawsuits that we think lack merit.” For example, Bristol-Myers Squibb went to trial

COUNSEL TO COUNSEL Wasserman shares his advice for young lawyers “First things first, you have to be a really good lawyer. Second, you have to have a really good sense of collaboration with others and work hard across disciplines. Nobody succeeds in this company or this industry without collaboration. You need a good moral compass, which means doing the right thing and seeing what’s in the best interest of the company and allowing the company to do the right thing and fulfill its corporate mission. I had a mentor at Lowenstein Sandler who taught me the importance of preparation and poise and how important it is for you, as a young attorney, to have a mastery of all the things that are in front of you before you talk to your client. You need to show them that you’re the expert and be prepared for anything that comes your way. Your client will look for how you react to everything they bring you.”

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Bravo

Congratulations to our friend Jon Wasserman on this welldeserved recognition. Mayer Brown is proud to be considered one of Bristol-Myers Squibb’s strategic partners. Americas | Asia | Europe | www.mayerbrown.com

Mayer Brown is a global legal services provider comprising legal practices that are separate entities (the “Mayer Brown Practices”). The Mayer Brown Practices are: Mayer Brown LLP and Mayer Brown Europe-Brussels LLP, both limited liability partnerships established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC 303359); Mayer Brown, a SELAS established in France; Mayer Brown JSM, a Hong Kong partnership and its associated legal practices in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. Mayer Brown Consulting (Singapore) Pte. Ltd and its subsidiary, which are affiliated with Mayer Brown, provide customs and trade advisory and consultancy services, not legal services. “Mayer Brown” and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions.

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“You can have all the wonderful ideas you want as a leader, but what’s most important is having people around you who can execute that strategy.”

— CLIENT CONNECTION —

> O’MELVENY & MYERS LLP:

“O’Melveny congratulates Jonathan Wasserman for being an integral part of the success of one of the world’s preeminent pharmaceutical companies.”

in Broward County, Florida, in March 2013. It was a breach of contract case involving issues of patent litigation over Plavix, a blood thinner that prevents stroke, heart attack, and other heart problems and was, at one time, BMS’s biggest product. The manufacturer sought billions of dollars in damages, but Wasserman’s team chose not to settle the case. BMS wanted to take it to court to prove it could protect itself against baseless lawsuits. The six-person jury unanimously voted in Bristol-Myers Squibb’s favor, a major victory that ended a dispute that had dragged for several years. The case is currently being appealed. There are so many angles to what a lawyer does in a company like BMS—compliance, regulations, ethics—that each case has to be considered carefully and individually, long before a trial is imminent. One way to do that is to keep informed of litigation undertaken by similar companies in the biopharmaceutical industry and how the issues these companies face can be avoided at Bristol. “It’s a way for us to understand what’s around the corner,” Wasserman says. “There are many firms in this industry that are covered by the media, and it’s important that we stay vigilant.” With many challenges on the horizon, Wasserman’s leadership is paramount to keeping his team on track. He credits his knowledge in this area to his mentor at Schering-Plough, where he worked just before BMS. His mentor knew the value of giving praise and responsibility to those around him, which taught Wasserman that the best way to manage complex litigation is to rely on his team. So far, that mind-set has produced a team that deftly handles complex issues. “You can have all the wonderful ideas you want as a leader, but what’s most important is having people around you who can execute that strategy,” he says. He hires smart people who are skilled lawyers and stands back to let them do their jobs—micromanagement in such a complex field would be impossible, improbable, and unprofitable. When his team is given the responsibility and accountability to make decisions that benefit the company, they represent more than themselves; they stand in court as Bristol-Myers Squibb.

Milestones Bristol-Myers Squibb is one of the world's largest biopharmaceutical companies and has created life-saving therapies and medications since its founding in 1887. Below are some of its most influential innovations. OPDIVO (NIVOLUMAB) One of Bristol-Myers Squibb’s immunooncology agents being developed for the treatment of various cancers, currently approved for the treatment of metastatic melanoma in Japan and undergoing review in other countries YERVOY (IPILIMUMAB) Bristol-Myers Squibb’s first approved immuno-oncology agent for the treatment of metastatic melanoma ELIQUIS (APIXABAN) Antithrombotic for the prevention of strokes in patients with atrial fibrillation, also indicated for the prevention and treatment of deep vein thrombosis DAKLINZA (DACLATAASVIR) AND DAKLINZA-BASED REGIMENS A NS5A inhibitor for the treatment of hepatitis C approved in Europe in August 2014

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RISK ON THE INTERNATIONAL STAGE

“There are inherent infrastructure, regulatory and geopolitical risks that stem from operating in developing countries, but the potential rewards of being among the first to find and develop frontier resources can be very high,” says Todd J. Mullen, vice president and general counsel of PanAtlantic, which conducts onshore and offshore oil and gas exploration in West Africa, South America, and the Black Sea. “You’ll drill some dry holes, you’ll deal with health and safety risks, and you’ll spend a whole lot of money not finding anything commercial, but the potential payoff can be significant.”

Regardless of where an energy company operates, there are risks associated with the industry itself, such as fluctuations in commodity prices and the cost of doing business. “Those risks can impact whether a project that was economically viable yesterday remains so tomorrow,” Mullen says, noting that PanAtlantic mitigates such risks by building in tolerances to ensure that within a certain band, a project is economically viable. The other baseline risk PanAtlantic faces is the regulatory framework. “It’s a challenge wherever you work, but if you’re only working in one country or state, a homogeneous jurisdiction, there’s a certain stability to the challenge and how you manage it,” says Mullen. When a company works in many jurisdictions with many regulatory frameworks, as PanAtlantic does, the challenge becomes more complex. PanAtlantic overcomes it, says Mullen, by learning the ins and outs of many different regulatory frameworks, establishing a local presence, and engaging outside expert consultants in each jurisdiction. Beyond the baseline risks are geopolitical risks that affect a company doing business in developing markets. “At the moment, there’s a lot going on geopolitically in terms of conflict as well as state-to-state relations,” Mullen says. “Navigating those issues can make places that otherwise are very interesting from an exploration perspective less appealing.” Parts of West Africa, for example, have experienced government transitions in the past several years. In Côte d’Ivoire, one of those transitions didn’t go smoothly. Civil strife developed eventually into armed conflict when forces loyal to Laurent Gbagbo, president since 2000, refused to accept the results of

photo: Ted Washington

Todd Mullen assesses market potential in developing areas for major oil profits BY JULIE SCHAEFFER

PanAtlantic Exploration Company is a business that takes risks. Along with partners Lukoil and Petroci, PanAtlantic (named Vanco at the time) was the first consortium to drill a well offshore Côte d’Ivoire following the nation’s violent election crisis in late 2011. A mature industry, oil and gas exploration exists virtually everywhere in the world where natural resources have been discovered and can be acquired. As a result, the higher-reward projects tend to be in higher-risk frontier markets—the kind on which Houston-based PanAtlantic focuses. 96

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3 3 20 5 Regions where PanAtlantic is currently exploring: West Africa, South America, Black Sea

Mid-water exploration wells drilled in South America

the presidential election that was won by Alassane Ouattara. At times during the conflict, PanAtlantic had to press the pause button on some of its operations, suspending or moving activity while the situation worked itself out. PanAtlantic has been fortunate, however, in that two current geopolitical risks of significance haven’t impacted the company. While the company does have a project in Ukraine, it’s been relatively inactive, so for the moment, the situation is status quo. Similarly, PanAtlantic has been relatively insulated from the Ebola outbreak because none of the countries in which it’s currently working are directly affected. But the company is aware that these situations could change at any moment. Should PanAtlantic revive operations in “the block” in Ukraine—as an exploration project is called—it will have to evaluate the viability of the project given the country’s tensions with Russia. And, PanAtlantic is carefully monitoring the

“There’s a lot going on geopolitically in terms of conflict as well as state-to-state relations. Navigating those issues can make places that otherwise are very interesting from an exploration perspective less appealing.”

Years of experience, on average, of PanAtlantic’s exploration team members

Million acres under license in West Africa

Ebola outbreak, ensuring that countries in which it does work are addressing the situation with neighboring countries that may be affected. In light of these geopolitical risks, protecting people is Mullen’s main focus. PanAtlantic has been fortunate not to have any kidnapping or hostage situations, which are a risk for companies doing business in certain developing countries, but it regularly monitors the potential risk. As for other safety issues, such as civil disturbance, the company has a health, safety, and environment function and works with both internal and external resources to assess and monitor all sorts of risks. Internal resources are particularly helpful, because the company’s business model is based on local staffing, allowing it to rely on employees’ assessments of what is happening on the ground. “In any potentially risky situation, corporate headquarters is in touch with local offices to ensure that we have a risk-mitigation plan in place [that is] up to mobilizing people into neighboring countries,” Mullen says. Moreover, geopolitical challenges often present opportunities. “We believe we can compete on equal footing with companies that are much larger with much more capital at their disposal by taking on projects in which larger, more traditional companies either don’t see value or don’t have the organizational framework to capture,” Mullen says. “We look around the world at opportunities, and we don’t feel constrained in where we can go. We know that if we’re willing to take on some additional risk, we’ll find opportunities that other more conservative enterprises don’t use.” Check out PanAtlantic’s mission-inspired offices on p. 10. APRIL/MAY/JUNE 2015

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BOTH SIDES OF BITCOIN The many facets of an emerging digital currency BY MARY KENNEY

PATRICK MURCK General Counsel Bitcoin Foundation

WHAT: Bitcoin is a trading unit that can be used to buy merchandise and services, allowing buyers to remain anonymous during transactions. Bitcoins donâ&#x20AC;&#x2122;t have additional fees, can be bought in different currencies, and are traded directly using any connected device, cutting out the middle man.

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WHO: Satoshi Nakamoto, a pseudonym used by an unidentified individual or group, created the currency in 2008. Speculation has swirled around Nakamotoâ&#x20AC;&#x2122;s true identity, with several economists, coders, and security experts as possibilities.

WHEN: Bitcoin system launched in 2008, and in 2009 bitcoins became available as individual units. In 2010, the system started to garner coverage, but illegal activity using bitcoins soon took the spotlight. The Bitcoin Foundation has recently been working to turn the conversation back to opportunities.

photo: Bitcoin Foundation


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When PayPal announced in late 2014 that it would start accepting bitcoins, or BTC, as a form of currency, the news sparked yet another wave of speculation about the digital currency’s future. Phillip Inman, the Guardian’s economics correspondent, reported the Bank of England’s fear that bitcoin threatens the UK’s financial stability while Marc Andreessen, an entrepreneur and software engineer, wrote in the New York Times that bitcoin will allow us to reinvent how the financial system can and should work alongside the Internet. While misconceptions about bitcoin abound, the Bitcoin Foundation, a trade association headquartered in Washington, DC, works to correct those assumptions and standardize and promote the currency’s use. Patrick Murck, a founding member and the group’s general counsel, works internationally on bitcoin’s public policy to expand its use and presence. “No one is asking, ‘Why would someone build this?’” Murck says. “Illicit activity and misuse of the system is what caught the media’s attention. We’re creating a public policy framework that can grow and change the public’s perception so bitcoin becomes something they can believe in.” Founded in July 2012, the Bitcoin Foundation tackled the currency’s most visible problems with a controversial initial strategy. Some have described bitcoin as libertarian in its desire to avoid taxation, state regulation, and third party oversight, but starting in 2012, Murck and

WHERE: Bitcoin doesn’t need to be hosted or held by a third party or physical vault, and it can be saved in the cloud or on a desktop. Each type of storage comes with its own risks, such as viruses and hacking, and bitcoin accounts are not insured by the FDIC currently.

“Illicit activity and misuse of the system is what caught the media’s attention. We’re creating a public policy framework that can grow and change the public’s perspective, so bitcoin becomes something they can believe in.”

WHY: Despite apparent volatility, the value of bitcoins is more predictable than some official currencies around the world. Outside of the Western world, bitcoins can provide a safer alternative for protecting wealth. Bitcoins cut banks out of the equation and avoid many taxes, fees, and state restrictions.

others at the foundation went directly to law enforcement officers to discuss the inaccurate perceptions about bitcoin’s uses and benefits. “I was told, by several people, that I was walking into a trap,” Murck says. “By talking to law enforcement and admitting that the illicit use of bitcoin is a shared problem, some people thought I was endorsing a negative view of it.” Murck and the group’s other founders disagreed. “The law enforcement community I worked with wanted to be educated about the technology and understand the benefits. They were no longer just swayed by negative press.” Working with groups such as the Department of the Treasury’s financial crimes enforcement network and organizations such as the International Center for Missing and Exploited Children was part of the foundation’s strategy to prove that bitcoin was not designed to conduct illicit transactions. Murck is far from naïve about the scandals that have whirled around the cryptocurrency. “Bitcoin thrives on drama, that’s for sure,” he says. Originally touted for its inability to be hacked into or stolen, since 2009, bitcoin has come under attack from thieves around the world, and the press jumped on these cautionary and unsettling stories. Bitcoin as a unit or program has never been hacked, but services utilizing its network have. Murck took on one such case pro bono, outside of his work at the foundation, in 2012. A hacker attacked a popular

NEXT UP: Some charities and popular online payment services, such as PayPal, now allow users to pay in bitcoins. On the other hand, some countries, such as Iceland, Bolivia, and Vietnam, have banned bitcoins while others, including China, India, and Russia, have sanctioned or severely limited their uses.

For more information about everything from mining bitcoins to how volatility and speculation affects them, see Bitcoin.org’s FAQ page. Sources: CNN Money Bitcoin FAQ

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“What happened with Bitcoinica is an example of choosing to trust people who didn’t warrant that trust.”

bitcoin exchange to steal at least 46,703 BTC (bitcoin units), which was worth about $228,000 at the time. Almost all of those bitcoins belonged to Bitcoinica, a bitcoin trading platform developed and managed by 17-year-old Zhou Tong. Shortly thereafter, Bitcoinica was in the midst of a sale during a second successful hack, and the thief emptied out Bitcoinica’s remaining funds. Because the company was in transition from Tong to another company, it became unclear who was responsible for security. Murck negotiated with the hacker for the return of about $200,000 in cash and 20,000 in bitcoins after the second attack, and he advised the creditors involved to move Bitcoinica into liquidation. Cases like Bitcoinica’s painted an ugly picture of the technology. But Murck, who has a well-rounded and realistic view of the currency, promises that the currency can have real positive benefits, if the policies regarding it can be standardized and adopted. The theft of bitcoins had a beneficial secondary effect, however damaging the crime itself was—many people began to seriously consider their security and 100

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who they trusted with their holdings. Although a person can choose to keep his/her bitcoins with a third party, there is no need to do so. “You can store it on a piece of paper,” he says. “You can store it on your hard drive. You don’t have to trust someone to store it for you, but people do.” Even informed tech bankers were lured by the idea of trusting a third party with their funds, because it seems somewhat foreign to not have a bank holding your wealth. “What happened with Bitcoinica,” Murck says, “is an example of choosing to trust people who didn’t warrant that trust.” It’s a learning curve, he adds, for people to figure out who should be trusted with such data in the age of digitization and the Internet of Things, and bitcoin is at the forefront of that curve. The greatest benefits of bitcoin may not be apparent in the Western world for a long time, Murck says. When an individual in the West goes to a Starbucks, he has multiple ways to pay: a credit card, cash, a mobile app. That person doesn’t worry about the value of the US dollar dropping by half in 24 hours. But a consumer in Buenos Aires does fear that the Argentinian peso could plummet in worth in mere hours. “There’s a lot of talk about the volatility of bitcoin, but it’s less volatile than some local currencies,” Murck says. He believes the consumer uptake outside of stable economies could drive its use—and, in doing so, the stability of bitcoin. Once that happens, functionality, reputation, and adoption will follow. It’s already happening. It’s hard to say how long it will take, but people are already seeing BTC listed as an available currency on PayPal. Maybe soon, they’ll see it in Starbucks, as well.

photo: Bitcoin Foundation


EVALUATE TECHNOLOGY

THREEDIMENSIONAL COUNSEL After acquiring 50 companies in just five years, 3D Systems is primed to make 3-D printing a part of daily life BY MARY KENNEY It’s not teleportation or interstellar travel, but 3-D printing is regarded with the same level of disbelief by much of the general public. The system could redefine how we manufacture everything from basic consumer goods to life-saving medical supplies, but it’s one of the most misunderstood technologies to emerge in the last few decades. Andrew Johnson, vice president, secretary, and general counsel of industry leader 3D Systems Corporation, outlines strides the industry has made and the impact it will have on the next industrial revolution, plus the role of lawyers in this fast-paced field. Modern Counsel: The 3-D printing industry can seem confusing to outsiders. What should people know about it? Andrew Johnson: That’s a lot easier to answer than it was five years ago. If you started a discussion about a 3-D printing company five years ago, people might say, “I’ve heard of it,” but it was mostly unknown. Today, we feel like we’re in the midst of the next industrial revolution. MC: What does that mean for the commercial viability of the system? AJ: With the product and service offerings that we and other companies have in the additive manufacturing space, we’re making 3-D printing affordable and available for consumers and manufacturers alike. I think it’s important for people to understand that while this is a relatively new industry, it’s completely photo: 3D Systems Corporation

revolutionizing how we manufacture. At 3D Systems, we believe we are manufacturing the future. MC: In what ways is 3-D printing revolutionizing manufacturing? AJ: [We offer] a spectrum of solutions, from content all the way to print. We’ve created a digital thread that we believe will eventually touch everyone; not only manufacturers who are using our solutions today to manufacture in ways that were impossible just a few years ago, but also household consumers. We believe that in the future, the question will not be, “Do you have a 3-D printer?” but, “Which room in your house holds your 3-D printer?” MC: With that end goal in mind, what is your current market, and what people and industries are you reaching now? AJ: 3-D printing already reaches almost every facet of our lives—from aerospace and automotive applications and a diverse and growing set of health-care applications to design, fashion, entertainment, and even edible prints. Complexity is free in a printable file. We’re limited only by our imagination to design and innovate. MC: Some people fear that 3-D printers will put traditional product manufacturers out of business, but what you’re saying makes it sound like 3-D printing can advance traditional manufacturing.

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EVALUATE TECHNOLOGY In just the past five years, 3-D printing has garnered national attention as the future of manufacturing. With the ability to print anything as long as the file is formatted correctly, people could soon be printing their own guitars at home.

AJ: This is an opportunity to relocalize manufacturing. It’s sustainable, it cuts down on waste, and companies like ours are bringing these opportunities back to the consumer. You can build what you need in your local community, and that’s pretty powerful. MC: Let’s dial back to your role at 3D Systems Corporation. How does your dual role as vice president and general counsel shape how you make decisions? AJ: I bring a multilayered perspective. I’m very much a partner in the strategic process, but I also bring the perspective of what needs to happen to implement what we want to do. My role requires an understanding of risk management. It’s a viewpoint that senior management expects me to bring. An attractive part of this position is that I’m not only a legal adviser; I get to help drive the business, and I try to do that in a way that achieves business objectives. The perspective of a lawyer is to ask: what are the risks, how do we get there, and how do we do it in a way that’s compliant and meets our legal obligations as a global company? What works in the United States may not work in Asia or Europe. It’s my job to approach decisions to help us get there but also to achieve compliance and efficiency. MC: 3D Systems has completed more than 50 acquisitions in just five years, in an industry that seems to have new technology every day. What was the strategy behind this growth? AJ: Through a combination of organic growth and a rapid pace of acquisitions, we’ve been able to enhance our platform 102

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“We believe that in the future, the question will not be, ‘Do you have a 3-D printer?’ but, ‘Which room in your house holds your 3-D printer?’”

MC: What is critical for anyone in this industry to keep in mind?

and what we can offer our customers. We’re proud of the fact that we’ve been a leader in the acquisition space, and our opportunity to bring businesses and new teammates into 3D Systems in the past five years has benefited our business. We believe we will continue to do so as we further leverage what we’ve acquired.

AJ: We’re creating an industry, and the industry’s not going to wait for us. We either create and innovate, or we drop back from leading and start following. We’re not interested in following—leading is much more fun. As this industry continues to evolve, there’s no time to remain passive. We want to stay out front in all facets of what we do. Strategically, our business evolves quickly, and in turn we must adapt and expand our growth initiatives. There’s an opportunity to define this industry that we don’t want to miss. MC: And 3D Systems already plays a big part in defining this industry?

photo: 3D Systems Corporation


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SPOTLIGHT ON ACQUISITIONS The companies that brought 3D Systems to the forefront of the industry PHENIX SYSTEMS The recent acquisition of Phenix Systems gave 3D Systems capabilities to print metals. MEDICAL MODELING Health-care products are the fastest growing demand for 3D Systems. The acquisition of Medical Modeling brought imaging and modeling products and 3-D-printed implants for surgeons into 3D Systems’ repertoire. QUICKPARTS 3D Systems acquired Quickparts in 2011 to expand in areas such as rapid prototyping, plastic injection molding, stereolithography, urethane castings, and other prototyping solutions.

AJ: We certainly would like to think we do. We like to say that we move quickly but responsibly. That’s a big component of my job. As quickly as we want to move to establish and maintain our leadership position, we want to do it the right way. MC: What is the most important thing for you to keep in mind while undertaking an acquisition? AJ: Given the number of acquisitions that I’ve been fortunate enough to work on, I’ve learned that no two deals are the same. It’s easy to think, “We’ve already done a deal like this.” But what’s worked before may not work or may not be as important in the deal at hand. Every deal has its own set of hot issues. Some deals are not meant to happen, and that’s an important perspective to keep. It’s very critical that we are not emotionally invested in a deal, that we understand the value proposition for our customers and shareholders, and that we have the belief that, if it’s meant to happen, it will happen. MC: How can someone prepare to work as an attorney in this emerging field? AJ: A broad transactional background translates well into working with a group like ours. We’re a lean law department. We come from a number of different backgrounds. That’s not necessarily unique to our industry, but it’s important to have a diverse set of skills and know how to operate in a fast-paced environment while focusing on execution and results. Having the ability to understand, decipher, and take positions on pioneering legal matters is critical, but it needs to translate into execution and making decisions. APRIL/MAY/JUNE 2015

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STEPHANIE PLASSE Senior Vice President, Head of Distribution Legal Group A&E Networks

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TO STREAM OR NOT TO STREAM The evolving world of nontraditional TV viewing and what it means for network licensing agreements BY MARY KENNEY PHOTOGRAPHY BY CALEB FOX

The question of how different media can stay afloat in the era of Internet, streaming, and mobile platforms is one of the biggest and most contested in entertainment news today. Debates about paid-for content and marketing revenue whirl through headlines and opinion columns while industry executives work to keep their companies competitive and dynamic. Stephanie Plasse, senior vice president and head of the distribution legal group at A&E Networks, understands the challenges of evolving distribution methods from a legal and business standpoint. Here, Plasse discusses how networks meet demands of the twenty-first-century consumer. Modern Counsel: Since online and streaming services started, people are

viewing TV programming differently. How has that changed the way A&E Networks functions? Stephanie Plasse: Weâ&#x20AC;&#x2122;ve become much more conscious of the way consumers want to receive and view content. Those habits and interests have changed, and the growth and availability of digital means of distribution has created new opportunities. Digital distribution is becoming more prevalent, and entertainment companies have to adapt. For me, that means working on deals that ensure that there is a digital avenue for our viewers to consume content. MC: Tell me about this digital avenue and how it affects your work.

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“Many of the platforms that generate the most buzz are not necessarily where the largest number of consumers are currently, but, very often, that’s where the most passionate consumers are.” SP: We’ve worked on being part of the TV Everywhere Initiative in the television industry. Consumers want content that has traditionally been on a linear programming schedule to be available on demand and on different platforms, such as iPhone, iPad, and Xbox. That’s a huge change for the entertainment industry, and companies are trying to be responsive and develop multiple platforms. There are three main challenges: rights, technology, and branding. The experience of the music industry with piracy and the success of iTunes serves as a model. When easy, legal access to content is made available at a low cost or for free, people will use it. People don’t necessarily want to engage in piracy. It’s been very exciting to be in distribution because it’s been evolving so rapidly. MC: Has the way entertainment lawyers approach their work changed? SP: We need to be nimble and open to agreements that offer more flexibility so that they can continue to work as the 106

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distribution environment changes and new platforms emerge. As lawyers, it’s become very important to understand relevant technology to fulfill our duties. We have to talk to engineers and stakeholders at our companies who understand this change and are targeting the platforms where they want the company’s content to be available. It’s critical that our company continues to develop attractive and engaging content, but that is not the whole story anymore. MC: Which distribution methods are most prominent today? SP: Jeff Zucker, the former programming chief of NBCUniversal, made the point years ago that content companies don’t want to exchange analog dollars for digital pennies. Our biggest sources of revenue remain the traditional sources of distribution, but all companies are trying to be prepared for this to shift over time. It’s important to preserve the ecosystem that exists today, but it’s also critical to realize that consumption is gradually shifting toward digital methods, and we need to be looking around the next corner. MC: Even if it’s a gradual shift, there must be some residual effects on your end. What do those look like? SP: Revenues are going to shift as consumption does. It’s important to be forward-looking. Many of the platforms that generate the most buzz are not necessarily where the largest number of consumers are currently, but, very often, that’s where the most passionate consumers are. Many young people want to use services like Hulu and Netflix, and our

STREAMING BY THE NUMBERS With content available through numerous platforms and channels, here’s how A&E measures up.

342m

Video-on-demand transactions for 12 months preceding the end of the third quarter in 2014

21m

Unique visitors, on average, for video content each month across A&E Networks’ websites

25m

Downloads of A&E Networks’ TV Everywhere app

750m

Video views expected across A&E Networks’ sites and apps

1b

Anticipated video views across A&E Networks sites, app, and syndication partners Figures represent data through December 2014.


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1750 ATTORNEYS | 36 LOCATIONS˚

We are proud to recognize the accomplishments and career of Stephanie Plasse. Greenberg Traurig offers clients a preeminent, wide-ranging media, entertainment and technology practice with more than 100 attorneys focusing on television, digital media, mobile content delivery, music, motion pictures, sports, Internet, publishing and theater. Our group represents multinational media, technology, telecommunications and Internet companies in transactions and disputes relating to the acquisition, distribution, licensing, development and protection of their products and services. programming has to be available on those platforms, too. MC: Do lawyers in the industry have to react to platform changes as they happen, or even sooner? SP: We can see some of the change happening, and we have to stay on top of it. TV Everywhere has been a very important driving initiative. It seems that the next wave of distribution is going to be a switch from traditional delivery methods like cable, satellite and telecom to Internet streaming. That tipping point hasn’t come yet, either. Distribution companies and content creators alike are trying to be well-positioned for that shift.

“We need to be nimble and open to agreements that offer more flexibility so that they can continue to work as the distribution environment changes and new platforms emerge.”

W W W . G T L A W . C O M Greenberg Traurig is a service mark and trade name of Greenberg Traurig, LLP and Greenberg Traurig, P.A. ©2014 Greenberg Traurig, LLP. Attorneys at Law. All rights reserved. Contact: Barbara Meili in New York at 212.801.9200. °These numbers are subject to fluctuation. 23936

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CREATIVE COUNSELING At creative companies, legal is often a roadblock. Rochael Soper ensures it serves as a resource at IDEO BY MATT ALDERTON

IDEO is the most influential company you’ve never heard of. A global design firm with 660 employees in 10 offices on three continents, it has designed products, services, systems, and experiences in every sector imaginable—an open kitchen whisk that’s easy to clean, a more comfortable bicycle seat, an ideal home for wounded veterans, and a complete K-11 education system in Peru, to name a few. The list goes on and on, encompassing more than one thousand patents secured across dozens of industries, including energy, health care, food and beverage, education, financial services, and government. At most companies, innovations like these occur outside of the legal team’s efforts. At IDEO, innovation occurs under its protection and guidance. “Law is an inherently rules-based system, and IDEO is an inherently non-rules-based culture; our legal team tries to walk the line between the two,” says Rochael Soper, general counsel and legal design lead. She formerly led a small team comprised of another lawyer in the company’s London office, a global contracts manager, and a legal coordinator. Designing for Legal As IDEO grew from its 1991 roots as a small product design firm to a global innovation consultancy, it was faced with the challenge of protecting its business without constraining creativity and innovation. As a first step, IDEO hired its first general counsel in 2004, Paul Livesay. “The company hadn’t had a general counsel before, but they were growing quite a bit and decided it was an important role to have,” says 108

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Soper, who joined IDEO the same year and succeeded Livesay in 2009. “People weren’t used to having a general counsel; they hadn’t had to interact with legal in a consistent way, so there was a lot of frustration on all sides.” The solution was to approach the internal legal department the same way they would solve an external client’s design challenge. “We carried out a full innovation project to redesign our internal legal processes,” Soper says. IDEO followed the same steps to design the legal department that it uses to design toothpaste tubes and TV remotes—it appointed design researchers to interview the legal department’s users, then used the findings to brainstorm, test, and implement experiential solutions addressing users’ most common needs and complaints. “I had never engaged before in a process where I really heard what the client’s experience was,” Soper says. “People had frustrations, they weren’t sure why things were the way they were, they didn’t know what to do. They didn’t know if they could ask questions, they didn’t know how much autonomy they had versus how much deference they needed to give. It was hard to hear, but it was really amazing, too.” Many of the ideas generated during the design process remain in place a decade later. For instance, the team works to embed legal in the business, where it had previously lived outside it. “One of the things that came out of the project was that legal and business now negotiate together; legal supports the business, and the business supports legal,” Soper says. “At a lot of companies, there’s the

photo: Nicolas Zurcher/IDEO


EVALUATE

ROCHAEL SOPER General Counsel, Legal Design Lead IDEO

photo: TKTKTKTK

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EVALUATE DESIGN

“We put a lot of thought and design into our legal agreements and how they look from a visual perspective. It’s subtle, but I think it makes a difference.”

business on one side and legal on the other, and there’s a lot of tension between the two. The tension isn’t necessarily bad, but it often doesn’t get resolved. So, we tried to come up with legal processes and positions based on the legitimate business model and needs of the company. When I tell a client why our legal position on indemnification is what it is, for instance, it’s because we’ve talked about it as a company and designed it around the company’s core business model. We understand how we work and why we work that way, and our legal position supports that.” Culture Counts Just because legal processes have been designed with and for the business doesn’t mean the businesspeople involved always understand them. They often don’t—especially at firms like IDEO, where the right brain rules. For that reason, communication is a key function of IDEO’s legal team. To communicate legal concepts to nonlegal personnel, Soper often challenges herself to think less like the lawyer she is and more like the designers she 110

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works with. Consider something as simple as legal documents, for example. To make them more approachable and accessible for creative employees and clients, the legal department engages graphic designers in the marketing department to help design them. “We put a lot of thought and design into our legal agreements and how they look from a visual perspective,” she says. “It’s subtle, but I think it makes a difference. Even for me. I’m used to looking at legal documents—it’s what I’m trained to do—but when I look at one that is well-laid out and pleasing and organized, I have much more positive feelings about whoever sent me that document.” Positive feelings are critical when you’re seeking legal buy-in from creative employees, says Soper. To get them, she embraces IDEO’s flat organizational structure, which is evident in the company’s open seating policy. Because nobody at IDEO has an office and very few people have an assigned desk, everyone is accessible to everyone else—including legal. “We don’t have a culture where ‘legal says,’ and therefore people do it,” Soper says. “I have a vast amount of

photo: Nicolas Zurcher/IDEO


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How to Bring the Legal Perspective to Creative Firms THINK OUTSIDE THE LAW “I don’t solve legal problems from 9 a.m. until 5 p.m. That isn’t how my day goes,” says Soper, who divides her day between legal work and strategic or creative activities, such as meetings with executive leadership and brainstorming sessions with designers. “If I could change one thing about the legal profession in general, that would be it—I would find a way for lawyers to not have to bill 8 or 10 hours a day. You can’t review contracts all day; you should be able to contribute to other activities that exercise your whole brain.” IMMERSE YOURSELF IN THE BUSINESS “Don’t sit outside the business; be part of it,” Soper says. “Sit in on a project for a day. Sit in on creative brainstorming sessions. Participate in design research. Talk to the marketing team. Meet as many people as possible and find out what they do. That way, when people have questions or frustrations, you’ll have context for why. If you really understand where people are coming from, you can help them in ways that are more impactful.” FOSTER CROSSFUNCTIONAL RELATIONSHIPS “Develop relationships across the company and leverage them,” Soper says. “There will be legal issues I’m working on that have far-reaching implications for the marketing and communications team, for example. So, I’ll call them up and say, ‘Hey, this is happening, what do you think?’ Over time, that’s how people come to trust you.” ACCEPT FEEDBACK “Good ideas can come from anywhere,” Soper explains. “I don’t ever want somebody who has an amazing idea to just drop their hands and walk away. I want people with amazing ideas to feel like they can challenge me.”

experience, but people are always free to challenge me and ask, ‘Why are we doing this? Does that really make sense for this client, and for this project?’ I welcome that.” That kind of rapport generates trust, and trust generates positive outcomes—legally, as well as creatively. “We’re always open to reinventing the wheel,” Soper says. “Who knows? Someone might have a new idea that’s more interesting and more expedient than what we’ve done before.” Regulating Innovation Like most in-house legal teams, IDEO’s legal department spends much of its time engrossed in contracts and intellectual property conversations. When it really shines, however, is during the design process itself—particularly when IDEO is designing for clients in regulated industries. For example, health care is subject to the Health Insurance Portability and Accountability Act (HIPAA). “HIPAA is a mammoth regulation that’s designed to protect patients’ privacy,” Soper says. “Because we specialize in human-centered design—processes, products, and experiences that satisfy the needs of the human—we think it’s valuable to interact closely with patients, and that can involve collecting and using patient information.” If IDEO is designing a new prosthetic, for example, its design researchers want the ability to hear patients’ stories and observe them in their homes—getting dressed, getting in and out of cars, etc.—so they can intimately understand their challenges and design appropriate solutions to address them. “If we’re going to be that close to people—which we want to be—we have to understand HIPAA and how it attaches to these individuals and their rights,” Soper says. “A large project we’ve done internally is trying to make HIPAA regulations user-friendly for our design researchers.” The ongoing project, which has been underway for approximately two years, consists of a two-step

“Law is an inherently rules-based system, and IDEO is an inherently non-rules-based culture; our legal team tries to walk the line between the two.” process. “First, I try to translate HIPAA regulations, as much as I can, into language that our design team can easily understand without having to rack their brains,” Soper says. “Second, our design researchers who are very active in this space take on a huge amount of responsibility for educating people in a way that they can understand.” The goal isn’t to coerce designers. It’s to inspire them. “It’s one thing to tell somebody, ‘Here’s HIPAA; you have to comply with it,’” Soper says. “It’s quite another thing to develop amazing stories and examples to share with people in a way that gets them excited about protecting people’s privacy. It’s framing things in a way that helps people see there’s a benefit not just to the process or the project or the client, but to the individuals whose lives we’re ultimately going to impact.” Really, that’s what IDEO is all about: It adds value not only to the companies that make products, but to the consumers who use them. IDEO’s approach is so valuable that Soper believes the company one day can leverage it to benefit her own profession. “I would definitely like to see more design find its way into the legal industry,” she says. “IDEO is everywhere, but that’s one area we really haven’t worked in that I think is on the horizon. It’s a space in which I think innovative design could make a really big impact.” APRIL/MAY/JUNE 2015

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EVALUATE GOVERNMENT

As the major satellite TV and Internet provider in the United States and owner and leaser of nine satellites, Dish Network deals with Washington, DC often. R. Stanton Dodge has been in the company’s legal department for his entire career, and he has learned a thing or two about dealing with—and easing deals with—the government. BY MARY KENNEY

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“It’s true on some level for every general counsel that you have to keep DC in mind. What happens in Washington will matter to just about any business, sooner or later.”

Modern Counsel: You’ve said, “You can’t be an effective GC without thinking about DC.” Is that because Dish Network, as a satellite provider, is subject to so much government oversight? R. Stanton Dodge: It is especially true for Dish, given that we’re a satellite television company. We rely on Federal Communications Commission licenses to make our entire business work—it just goes with the territory. We also work under the Communications Act, which comes with all sorts of FCC governing laws, and the Copyright Act, which impacts our distribution of content in many ways. The Means and Commerce Judiciary Committee can have a big impact on our business, as well. What happens

— CLIENT CONNECTION —

> WHITE & CASE: “Stanton is an outstanding general counsel, displaying the highest degree of character and integrity. He demonstrates extraordinary judgment and a profound understanding of his company, its business objectives and all pertinent legal ramifications affecting Dish.”

photo: Chris Schneider/Dish Network

in Washington continues to be very important, strategically, for our business, especially as we expand into wireless. That said, it’s true on some level for every general counsel that you have to keep DC in mind. What happens in Washington will matter to just about any business, sooner or later. It’s important to have good relationships in Washington for when that time comes. It’s especially important for any company’s general counsel to have a good relationship with his/her local members of Congress. I could not be an effective general counsel and adviser to the business if I didn’t keep DC in mind.

Steptoe salutes the accomplishments of Stanton Dodge and DISH Network.

Steptoe DISH Network’s Proud Partner for 20 Years

MC: How do you work with Washington, DC, in your current role?

BEIJING BRUSSELS

RSD: I spend about a quarter of my time on DC, give or take. At this point, not a lot of that time is your traditional, shoe-leather kind of lobbying—that’s a very small percentage of what we do. I spent a lot of time early on building a great and capable team in the Washington office. All of the folks there have really blossomed and matured to become senior government affairs folks. I spend most of my time giving them strategic direction and reviewing their work before it’s finalized. MC: What were you looking for in the attorneys you interviewed for the Washington team?

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EVALUATE GOVERNMENT

The Making of Award-Winning Counsel R. Stanton Dodge

We applaud the groundbreaking accomplishments of Stanton Dodge and DISH Network and are honored to continue our relationship in support of their achievements and business goals.

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RSD: Positive attitude and high energy. As unexpected things happen­—and they will—I wanted people who would be excited to jump in the boat and start rowing as hard as they could. I looked for people who are very intelligent and passionate about what they’re doing. Fortunately, we have all of that in the folks there.

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RSD: That ties back into our role as educators. The biggest challenge is dealing with folks who are very, very busy. They’re typically spread very thin. They have a lot of pressures on their time. The challenge is doing the best you can to make complicated issues simple or to make your position as simple and easy to understand as possible. One of my favorite sayings is: it’s really easy to make things complicated, but it’s very hard to make things simple. We have to make it easy for the people we talk to to understand where we’re coming from when we present an issue. And that’s really hard.

Graduates from Suffolk University Law School and clerks for the Colorado Court of Appeals Takes a position as corporate counsel for Dish Network Receives Dish Distinguished Service Award Becomes director and senior corporate counsel at Dish Is named director, senior corporate counsel and assistant secretary at Dish Becomes vice president, associate general counsel and assistant secretary at Dish Moves to senior vice president, deputy general counsel and assistant secretary at Dish Becomes executive vice president, general counsel, and secretary at Dish Network Corporation; receives DishChairman’s Award for the EchoStar Spin-Off Legal Team Receives Dish Chairman’s Award for the DC wireless team Joins New Judgeships Working Group, US District Court for the District of Colorado Receives the University of Colorado Law School Richard Schaden “Adopted Alumnus” Award and joins the board of directors of National Jewish Health

MC: What kind of mind-set does a lawyer need to have to work effectively in this setting? RSD: The most important thing is to have the mind-set of an educator. The folks who we interact with in Washington are tackling some difficult issues, and they have a very difficult job to do. Our goal should be to help educate them, sometimes on very complex issues. We have to educate in a clear, concise way—not make extra work for them.


EVALUATE

Orrick proudly salutes

Stanton Dodge: Passionate, thoughtful, innovative, demanding and committed. An MC: Are there advantages to working with governmental organizations? RSD: It’s great that we live and work in a democratic society where everyone’s voice can be heard. That’s one of the great advantages of our system. I encourage everyone to participate in the process. It’s an open process. That’s all you can ask for and hope for, that people will listen to what you have to say. MC: What do you wish you had known about working in government when you took on this role? RSD: It takes a long time to build relationships. All politics is local. You should take the time to get to know your local folks. Take the time to get to know other key folks because, ultimately, it’s all about relationships, just like all aspects of your life. The time to start is now.

extraordinary visionary and a model leader.

10-Year A-List 2014 A-List

5 MVPs: Project Finance, IP (2), Media & Entertainment, Appellate Practice Group of the Year: IP

Dealmaker of the Year IP Department of the Year – Finalist

California Litigation Department of the Year

3 Litigators of the Week – 2013

Employment Department of the Year

#1 Bond Firm

Top 10 Most Innovative

12% Market Share

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— FROM THE NETWORK —

> ORRICK: “Stanton Dodge is what every

general counsel should strive to be: passionate, thoughtful, innovative, committed, demanding, and dedicated to his company, its objectives, and its future. We are privileged to work with and learn from him.”

NORTH AMERICA | EUROPE | ASIA W W W.O R R I C K .CO M

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EVALUATE WORKFORCE

LATE BLOOMERS As the workforce ages, AARP helps senior adults envision a life stage beyond retirement—and all of its possibilities BY MARY KENNEY PHOTOGRAPHY BY CALEB FOX

There’s an old stock image lurking in the minds of most Americans when they think of AARP members: an older man or woman sitting on a porch in a rocking chair and staring out at nothing—however, it’s grossly inaccurate. “People are living 30 years longer than they did 100 years ago,” says Cynthia Lewin, general counsel and executive vice president of AARP. “You can’t just rock on your front porch for an extra 30 years.” Lewin works on strategies to enrich the lives of adults 50 and older, an initiative that’s come to define AARP. The nonprofit advocate changed its name in 1999, and since then, the organization has rebranded the last two letters to stand for “real possibilities” instead of “retired persons.” This change in AARP’s strategy is part of a shifting societal norm. There was a time when people went to work straight after eighth grade, entirely skipping adolescence. Labor laws added the adolescent phase. Now, increased life spans have added 30 years after the typical age of retirement, and many are choosing not to retire or retire much later than expected. It’s a new life stage that people are only now learning to acknowledge and plan for. “Rocking on your porch can be isolating,” Lewin says. “You need stimulation and purpose—to be out there contributing and part of your community.” Managing this shift comes with several approaches, and one of them has been a core piece of AARP’s 116

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mission since its inception: fighting age discrimination, either in the courts or through legislative advocacy. Much of AARP’s work focuses on the employer. The group envisions ways to make the workplace an open, welcoming environment for experienced workers. Businesses know that AARP has a certain viewpoint about the usefulness of older workers, but Lewin and others work to find businesses that can evangelize the benefits of hiring and keeping seniors on staff. “A multigenerational workforce benefits anyone,” she says. “You can do so much more with diverse perspectives.” Another major stage focuses on AARP’s members by preparing them for the workforce. The workplace has changed drastically; people don’t start at one job, stay for 40 years, collect their gold watch, and retire. “It’s a patchwork quilt, not a career ladder,” Lewin says. People move laterally rather than climbing, and people of all experience levels are brought in to fill needs. That can be good for older workers. Making the workplace more tenable for experienced employees isn’t a stretch beyond what offices already do for millennials, Lewin says. Both groups want more flexibility in terms of work hours and tenures within their companies. They’re focused on their lives beyond the workplace and want their professional lives to reflect their personal ethics and goals. Still, misconceptions about how seniors function in the workplace can snag opportunities. Nearly 90


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“Aging isn’t about diminishing, coming to an end, or a long, slow decline. It’s about possibilities.” CYNTHIA LEWIN General Counsel, Executive Vice President AARP

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EVALUATE WORKFORCE

LIFE AFTER RETIREMENT AARP knows that the 50+ population is interested in far more than retirement, and the organization’s latest project, Life Reimagined, helps adults find interests beyond the workplace. The initiative is taking off due to a number of factors. An American turns 50 every seven seconds. By 2015, those aged 50 and older will represent 45 percent of the US population. Baby Boomers outspend other generations on consumer goods by about $400 million each year. Americans over 55 spend 50 percent of dollars used for vacations. From 2004 to 2009, the number of seniors age 65 and older actively using the Internet increased more than 55 percent. Source: 2014 Immersion Active, pulled from US census and AARP data

percent of seniors 65 and older have personal e-mail and use it regularly, according to Nielsen, and onethird of the 195.3 million US Internet users are aged 50 or older. For more specific technology needs, such as social media use and promotion, AARP offers targeted classes called AARP TEK. The group also partners with Kaplan to offer other courses. “You see so many videos online of the older person who can’t turn on a computer or mute a phone, played for laughs,” Lewin says. “If I could put those videos out of business, that would be great.” But AARP’s members don’t need to learn how to turn on a computer or mute a phone. Lewin remembers a time when mothers were shut out of the workplace. Eventually, businesses realized how much they were losing by pushing women out of the workforce, and policies like maternity leave became commonplace. Lewin wants the same thing for experienced workers. A historical perspective is just as valuable as one fresh out of college, and the combination of youthful energy and experienced composure improves every workplace. She hopes her work will prove that across the board. 118

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Lewin’s work and AARP’s commitment go beyond employment opportunities, though. Many seniors are able to retire after 50, and they want to find other ways to fill their lives beyond the workplace—and beyond the rocking chair. To that end, Lewin and several others worked together to create Life Reimagined, a service that isn’t promoted directly through AARP. “People think of AARP and, despite our best efforts, think of retirement,” Lewin says. “But this is a wholelife initiative.” Life Reimagined is an online project that can be useful for anyone, regardless of generation. It asks a series of questions focused on major transitions that could happen in your life, whether that’s beginning a new job, retiring from an old one, or switching roles. It puts you through a series of exercises designed to help you think through what you should do to achieve your goals. Life Reimagined embodies the single takeaway that AARP leaves with the employers, employees, and general public. “Aging isn’t about diminishing, coming to an end, or a long, slow decline,” Lewin says. “It’s about possibilities.”


EVALUATE Review Legal departments are increasingly multifunctional to stay competitive with alternative legal services. In-house teams work on a number of issues that arise for their business partner, including managing corporate responsibility, evaluating market potential, and tracking piracy amid evolving technology.

INQUIRY How do you make yourself a strategic partner who focuses on business as well as legal needs? What are some of the best strategies you or your team uses to stay competitive with alternative legal services? Are these strategies different for offshore or virtual vendors? For more about A&E Networks’ evolution alongside emerging technology, see “Who We Are” on the company’s About Us page of its website. See PanAtlantic Exploration Company’s “News and Events” Web page for more on breaking discoveries, markets, and exploration.

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CONNECT

“You can have all the wonderful ideas you want as a leader, but what’s most important is having people around you who can execute that strategy.” JONATHAN WASSERMAN BRISTOL-MYERS SQUIBB

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CONNECT Your Peers

Read something that resonates with you? Have a question about a topic discussed in this issue? Modern Counsel is a networking platform, creating a space for you to reach out to other lawyers featured in this issue to make real-world connections.

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CONNECT

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MARK AARONS (p62) Vice President, Deputy General P A C I F I C Counsel, Director of Licensing C E A N Modell’s SportingOGoods

Barents Sea Kara EASTWARD EXPANSION Sea When Modell’s Sporting Goods Baltic Sea NH received a call proposing a partnership NY MA in the Middle East, company leaders RI weren’t sure whether it was a real pitch CT PA or a scam. They decided to at least NJ DE hear the caller out, and they learned MD that a company in the United Arab VA DC Emirates (UAE) was looking for an American partner to rebrand its sportBlack Sea ing goods stores. The deadline was tight—the company wanted to seal the Northeast United States A T L A N agreement TI C in four weeks. The group was O C E A N initially interested in a few other US retail brands, but Modell’s was the first company that could work within the group’s parameters and time line. “It was very complex,” says Mark Aarons, ncer who had never done contract of Ca ic p Tro work in the Middle East before this The Bahamas deal. “I’ve done deals with French, Red Sea Italian, and British companies before, Puerto UAE Cuba but this Rico involved areas of the law that Dom. Rep. are unique to the Middle East, and it Arabian Sea was especially challenging because Jamaica Haiti we had to make sure that Bay we’d be able to register our trademarks ofin the UAE, Middle East Bengal Kuwait, Qatar, Saudi Arabia, Bahrain, Belize Caribbean Sea and Oman.” Honduras With the presence of the Modell’s Sporting Goods brand in the Middle Nicaragua East, the company’s influence stretches across the world, though it remains a Venezuela mainly East Coast brand in the United Costa Rica Panama States. Aarons thinks that will change Equator I N D I Colombia A N and looks forward to seeing the brand grow further internationally.

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Aarons joined the sporting goods chain Sea of after more than 20 years handling Japan corporate, real estate, and intellectual property law. The company is a good fit for Aarons, who describes r ce himself as “an old daredevil;” his hoban Yellow fC c o flying planes, biesSeahave included boating, i p o Tr parachute jumping, racing motorcycles, and skiing. East China Sea

DANA BAUGHNS (p24) Assistant General Counsel Allegis Group

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A native of Connecticut, Baughns is an accomplished senior in-house attorney with subject matter expertise in labor and employment law. She earned a bachelor of science degree from Howard University and a JD from the University of Connecticut School of Law.

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DEBRA BURNS (p22)

R. STANTON DODGE (p112)

Senior Counsel Litigation/ Investigations GE Healthcare

Executive Vice President, General Counsel, Secretary Dish Network Corporation

Burns is 1 of 10 members of the American Conference Institute’s Drug and Medical Device Litigation Conference Advisory Board, a select group of industry leaders. She became senior counsel at GE Healthcare in October 2010 and previously worked for Hill-Rom Holdings and Hillenbrand Industries.

Dodge handles all legal and government affairs for Dish and its subsidiaries. He has been part of the satellite company since 1996 and worked in a number of roles in the legal department. He serves on the board of directors of National Jewish Health and the Denver Scholarship Foundation.

PAUL CHADHA (p42)

Corporate Counsel Accenture

Chadha’s title as in-house counsel at Accenture, a multinational management consulting, technology services, and outsourcing company, captures just one piece of his work as an attorney. He has served the Awassa Children’s Project in Ethiopia as its president and currently works as chairman of the board, volunteer coordinator, and director of grants. He’s an adjunct professor at Northwestern University and was named Adjunct Professor of the Year in 2014.

CHRIS COLLINS (p66)

General Counsel Unum US

As general counsel of Unum US, Chris Collins has helped decrease litigation by 70 percent for the disability insurer. Key to his success has been a three-stage approach to dispute resolution, which Collins describes as “enlightened.”

photo: GE Healthcare

KEVIN FEENEY (p39) General Counsel – US, Vice President Air Liquide Feeney began his career as a tax accountant with Deloitte Haskins & Sells (now Deloitte), but law school was always his calling. After earning a JD from the University of Texas in 1990, he joined a boutique litigation firm, Beirne, Maynard & Parsons, L.L.P. Five years later, he joined Air Liquide as a manager of litigation. He became general counsel in 2004.

JAIME HEINS (p16) General Counsel Burton Snowboards Jaime Heins follows his passions. In classic liberal-arts style, he studied French literature at Tulane University with a minor in economics and eventually added a law degree. Later, he explored his interest in real estate by working in the land acquisition and project management division of a home builder. Ultimately, those experiences converged, and as general counsel of Burton Snowboards, Heins has found a home.

Words of Wisdom SIMPLICITY IS KEY Simplify and standardize whatever and wherever you can to increase your productivity, alleviate mishaps, and save the company time and money. As we at GE believe, “Stay lean to go fast.” SURROUND YOURSELF WITH THE BEST TEAM And especially with people who have strengths in areas in which you might not be as strong. Seek out suggestions from your team on areas and processes that can be simplified or eliminated. GET RID OF THE BUREAUCRACY Eliminate unnecessary meetings, calls, and approvals, and replace them with more trust and delegation of authority and accountability. Then deliver results.

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CONNECT

Growth of the Printer

JASON HILLMAN (p72)

JERRY JONES (p84) Chief Ethics Officer, Chief Legal Officer Acxiom

“RETURN OF THE JEDI,” MTV, AND 3-D PRINTERS All were born in the 1980s. Charles Hull, one of the cofounders of 3D Systems, invented stereolithography in 1984, which creates physical objects from digital data.

In addition to the organization’s legal matters, which include marketing, employment, and media, Hillman manages Quicken Loans Arena. Before graduating from law school in 2001 and joining the Cavaliers as company counsel in 2005, Hillman was a radio and television sportscaster in the Detroit area.

Jerry C. Jones leads Acxiom’s legal and privacy teams and guides the strategy and execution of mergers, alliances, and other company-wide initiatives, including Acxiom’s expansion into international markets and moving the company into digital and interactive marketing services. Jones serves on the board of directors of Agilysys, Inc., Heifer International, and board of visitors of the University of Arkansas at Little Rock. He is chairman of FASTERArkansas, an organization bringing adequate high-speed Internet to Arkansas public schools. He has a degree in public administration and a JD from the University of Arkansas.

LAYERING ISN’T JUST FOR FALL 3-D printers deposit different materials, such as plastic, titanium, or polymers, in layers to create physical objects in a way that’s similar to the layering of ink in inkjet printers for colors and 2-D images. A 3-D PICTURE OF HEALTH In 1999, a 3-D synthetic scaffold coated with patients’ own cells was used for urinary bladder augmentation. This showcased the opportunities in health care that 3-D printing provides, which today includes engineered organs and prosthetics. These organs are engineered using patients’ own cells, so there is little to no risk of rejection. THE NEXT BOND CAR The next 007 car could be a printable vehicle. Not convinced? Urbee, a car created by 3-D printing, gets 200 mpg on the highway and 100 mpg in the city. Estimates for its cost range between $10,000 and $50,000. Source: T. Rowe Price Connections, Infographics.com

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Vice President and General Counsel Cleveland Cavaliers

SETH JAFFE (p78) General Counsel Levi Strauss & Co.

Initially a litigator in private practice, Seth Jaffe joined Levi Strauss & Co. in 1984. He left in 1999 to answer the siren song of Silicon Valley. Twenty years later, he returned to his roots as general counsel of the iconic company.

ANDREW JOHNSON (p101) Vice President, General Counsel, Secretary 3D Systems Johnson joined 3D Systems in July 2006 and worked as the company’s assistant general counsel, then general counsel, before taking on his current role. He’s handled more than 50 acquisitions with the printing company.

JERRY AND BILL Jerry Jones has known former US president and Arkansas governor Bill Clinton since 1973 and considers him a good friend. In 2012, Jones was instrumental in bringing the annual meeting of the Club de Madrid (a Spain-based organization composed of 93 former heads of state in 65 democracies) to Little Rock, Arkansas, due to a chance meeting with the organization’s deputy secretary general. Naturally, Clinton joined the roster for the conference, along with other speakers closely connected to Arkansas. The conference, titled “Harnessing 21st Century Solutions: A Focus on Women” was held at the Clinton Presidential Center in Little Rock and featured topics such as women in art and the media, equality in business, and women’s access and control of natural resources.


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“People are living 30 years longer than they did 100 years ago. You can’t just rock on your front porch for an extra 30 years.”

ED KNIGHT (p69) General Counsel NASDAQ OMX Group Prior to becoming general counsel of NASDAQ OMX Group in 2001, Ed Knight served as the chief legal officer for the National Association of Securities Dealers (NASD), now the Financial Industry Regulatory Authority (FINRA), and general counsel of the Department of the Treasury.

JOHN KUO (p36)

Senior Vice President, General Counsel Varian Medical Systems

John W. Kuo is senior vice president and general counsel of Varian Medical Systems. Previously, Kuo held senior legal positions at Broadvision, 3Com Corporation, and Acer America, and he worked with Gray Cary Ware & Freidenrich and Fulbright & Jaworski. He has worked in Scotland and Singapore and is a member of the National Asian Pacific American Bar Association.

CYNTHIA LEWIN (p116)

General Counsel, Executive Vice President AARP

Lewin has extensive knowledge of and experience within the nonprofit sector. She joined AARP from the National Wildlife Federation and previously worked as executive vice president and general counsel of Volunteers of America.

photo: Caleb Fox

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HELPING IN HAITI Pharmaceutical companies have two roles. As businesses, they exist to make money, but they're also part of the health-care industry, which is devoted to humanitarian work. Apotex has not ignored the second goal. In September 2014, the company donated more than $2.2 million in medical supplies to combat the spread of the chikungunya virus in Haiti. Early symptoms of chikungunya include fever, headache, nausea, and swollen limbs. Those symptoms usually disappear in a few days, but victims may experience joint pain for years. The mosquito-borne disease first appeared in Africa, but over the past two years, it has spread to many Caribbean islands. Health officials estimate more than 65,000 people have been infected in Haiti, and that number is expected to grow. No vaccine exists, but symptoms can be treated with pain relievers, rehydration packs, antibiotics, and malaria tablets. Apotex teamed up with the organization Direct Relief to deliver supplies to Haiti. The company’s combined donations include enough supplies to treat one million people.

ROBERTA LOOMAR (p30)

PATRICK MURCK (p98)

Loomar, a lifelong Floridian, has mastered two areas of law. She began her career as a litigator handling top cases for Hogan Lovells and Hughes Hubbard & Reed. She later worked as in-house counsel at several pharmaceutical companies. She’s the first person to fill that role in the US office of Canadian-owned Apotex.

Murck is one of the founding members of the Bitcoin Foundation and manages its internal corporate governance, commercial agreements, public policy, and government affairs. His previous roles include tenures at BigDoor, Engage Strategy, CoinLab Inc., and Fletcher, Heald & Hildreth, PLC.

General Counsel – US Apotex

DAVID MELTZER (p34) General Counsel, Chief International Officer American Red Cross

David Meltzer is the general counsel and chief international officer of the American Red Cross. He is also in charge of the office of investigations, compliance, and ethics. He has been with the organization for nine years. Meltzer received a bachelor’s degree in international relations from the University of Pennsylvania and a JD from George Washington University. In his spare time, he plans to visit every Major League Baseball stadium in the United States and Canada.

TODD MULLEN (p96) General Counsel PanAtlantic Exploration Company Todd Mullen joined Vanco, now PanAtlantic Exploration Company, as general counsel in September 2008. Previously, he worked at several energy and oil field services companies, including Anadarko, ConocoPhillips, and Baker Hughes. He also worked for the international law firm King & Spalding LLP. Mullen received his law degree from Georgia State University.

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General Counsel Bitcoin Foundation

MARK NIELSEN (p56)

Senior Vice President, General Counsel, Secretary Frontier Communications

After advancing to his current role in March 2014, Nielsen reports to Frontier CEO and chairman Maggie Wilderotter and is a member of the company’s senior leadership team. He oversees Frontier’s legal matters across its 28 states of operation. Nielsen was associate general counsel and chief compliance officer at Praxair before coming to Frontier, and he completed his law and undergraduate degrees at Harvard University.

SUPPORTING THE SCIENCE “One nice thing about a company of our size and organizational mix is that I get the chance to interact directly with geoscientists and drilling personnel more than I would at a larger organization,” says Mullen, who enjoys seeing firsthand the intelligence, science, and technology that go into the business of finding and extracting oil and gas. Ten years of in-house industry experience have given Mullen a strong appreciation for the science, and as a member of PanAtlantic’s executive team, he considers geoscientists’ analysis and recommendations when considering potential projects.


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“You’re dealing with one crisis after another, so you always have to keep your eye on the prize, which is helping people in need.” DAVID MELTZER, AMERICAN RED CROSS

GARRETT PADDOR (p28) General Counsel Farmers New World Life Insurance Paddor joined Farmers in 1997 in Los Angeles and was promoted to corporate counsel in 1999, senior corporate counsel in 2002, and vice president of property and casualty law in 2008. He was on assignment in Zurich, Switzerland, until he recently returned to the United States to serve as general counsel.

STEPHANIE PLASSE (p104)

Senior Vice President, Head of Distribution Legal Group A&E Networks

After completing her undergraduate degree at Yale and law degree at Stanford, Plasse’s work as a corporate associate at Cravath, Swaine & Moore and entertainment and media associate at Greenberg Traurig prepared her for the legal departments at HBO and A&E Networks. Her current role keeps her apprised of the latest developments in media technology, and she works on the distribution of programming services offered by A&E Networks, including A&E, History, and Lifetime.

FRONTIER IN CONNECTICUT Frontier has been headquartered in the state since 1946, but the acquisition of AT&T offered its first opportunity to work with Connecticut clients. Here is the breakdown of the deal that made it possible: SELLER: AT&T BUYER: Frontier Communications ANNOUNCED: December 2013 PRICE: $2 billion SAMPLE OF ASSETS SOLD: • 415,000 data connections • 900,000 voice connections • 180,00 video residential connections • Local exchange services • Local usage, Intra-LATA Toll • Long Distance services provided by SNET America • Intra-LATA Data Transport Services • Internet access • U-verse Internet, voice, and TV services • Wholesale services Sources: ATT.com, Forbes

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LAWYER BY DAY, LECTURER BY NIGHT Firms like IDEO thrive on creativity. Unfortunately, lawyers do not. Soper is trying to change that as a law professor at the University of California’s Hastings College of the Law and the University of California, Berkeley’s School of Law. Her primary course on negotiations is a skills-based class in which she teaches students practical strategies. “Practical” doesn’t mean “predictable,” however. In true IDEO fashion, Soper infuses her course with curve balls that challenge conventional thinking. “One of the segments I always teach is creative problem solving,” says Soper, who teaches IDEO’s design process as a model. “A couple semesters ago, I gave my students an assignment to redesign their course. They decided they wanted to have at least one class at IDEO, which I’d actually never thought of. That’s one of the beautiful things about collaboration— you only know what you know, and you only think what you think, but when you put a bunch of bright people together and start sharing ideas, super things come out of it. Now, I bring one class a semester to IDEO’s office in San Francisco. They take a tour of the office, learn about our process, and ask questions of our designers. It’s very rejuvenating.”

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photo: Nicolas Zurcher/IDEO


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RALPH SHALOM (p64) Associate General Counsel, Chief Litigation Officer First Data Corporation

Shalom has worked with First Data, an $8 billion (revenue) financial transaction processor, for the last 18 years. He graduated from the University of Miami School of Law in 1990 after studying industrial engineering at the University of Florida.

DAWN SMITH (p60) Senior Vice President, General Counsel, Chief Compliance Officer, Secretary VMware Dawn Smith started her legal career at Wilson Sonsini Goodrich & Rosati and later became a partner at Morrison Foerster. She earned her law degree at Stanford and served as a commissioned officer in the US Navy.

ROCHAEL SOPER (p108)

General Counsel, Legal Design Lead IDEO As a child, Rochael Soper liked two things: writing and photography. When it came time to choose a profession, neither seemed a practical choice. She studied law, which she learned to love in her third year at Duke Law School, when she discovered intellectual property and the intersection of law and creative arts. Upon graduating from law school in 1998, Soper joined the New York law firm Fulbright & Jaworski, which had a small Internet law practice

at the height of the tech boom. She leveraged that experience to find a job in Silicon Valley with Palo Alto, Californiabased Wilson Sonsini Goodrich & Rosati. When the tech bubble burst in 2002, she decided she’d had enough of lawyering and became an artist. She spent two years working as an independent filmmaker before joining IDEO in 2004.

JONATHAN WASSERMAN (p91)

Vice President, Associate General Counsel Bristol-Myers Squibb

Wasserman has been with the biopharmaceutical company for six years. He was previously the senior legal director at Schering-Plough Corporation after four years as an attorney at Lowenstein Sandler LLP. His first legal role was with the Department of Justice.

MARK WEISS (p50)

Assistant General Counsel, International and Global M&A Staples

After graduating from the University of Chicago Law School with honors in 1993, Weiss spent a few years with Goodwin Procter LLP. Staples’ general counsel called him in 1999 and asked him to join the office supplies company’s in-house team, where he has worked for the past 16 years.

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“[Bringing the Republican National Convention to Cleveland] was one of the most inspiring, bipartisan, public/private, for-profit/nonprofit, jointeffort initiatives that I’ve ever been a part of.” JASON HILLMAN, CLEVELAND CAVALIERS

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PROFILE MAGAZINE THE VOICE OF THE MODERN EXECUTIVE APRI L/MA Y/JUN E

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MODERN COUNSEL serves lawyers and nonlegal professionals invested in the complexities of the industry. We explore the experience and values of the people who guide, execute, and analyze the legal profession. Their stories shape the business of law.

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Modern Counsel #2  

April/May/June 2015, #2. Your partner in business.

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