Modern Counsel #16

Millennial consumers want craft spirits. Cindy Chen's helping Pernod Ricard USA acquire them without diluting each’s identity. P 102

Five in-house counsel from a variety of

discuss their and their

Table of Contents

Willis Towers Watson

CNX Resources Corporation

Zebra Technologies

Smiths Group

“We had to make sure that after the spin, each company, on day one, would be able to stand up and be its own independent company.” —Paul Rodriguez, RRD

“[At the SEC] I developed judgment, made decisions significantly earlier—and more consistently—than most of my peers in private practice, and learned through a baptism of fire. You learned by doing, and that was scary in the beginning.” —Claudius Sokenu, Andeavor

Masthead

VP OF CREATIVE

Sean Conner

EDITORIAL DIRECTOR

Cyndi Fecher

SENIOR EDITOR

Geoff George

EDITOR

Frannie Sprouls

CONTRIBUTORS

David Baez

Zach Baliva

Galen Beebe

Randall Colburn

Jenny Draper

Lori Fredrickson

Will Grant

David Levine

Stephanie Zeilenga

DESIGN & PHOTO DIRECTOR

Caleb Fox

DESIGNER

Greer Mosher

PHOTO EDITORS & STAFF PHOTOGRAPHERS

Cass Davis

Gillian Fry

VP OF SALES

Kyle Evangelista

SALES DIRECTOR

Ben Julia

EXECUTIVE SUCCESS DIRECTOR

Anna Jensen

ONBOARDING DIRECTOR

Sarah Jameson

BUSINESS DEVELOPMENT DIRECTOR

Jenny Vetokhin

BUSINESS DEVELOPMENT MANAGER

Erin Malone

CONTENT & ADVERTISING MANAGERS

Rachel Miller

Kara Thomas

Stuart Ziarnik

PUBLISHING Guerrero, LLC

CEO

Pedro Guerrero

MANAGING VP

Marc Jerbi

EXECUTIVE ASSISTANT

Jaclyn Gaughan

CLIENT SERVICES DIRECTOR

Cheyenne Eiswald

SENIOR CLIENT SERVICES MANAGERS

Rebekah Pappas

Katie Richards

CLIENT SERVICES MANAGER

Skylar Garfield

DIRECTOR OF PEOPLE

Kathy Kantorski

RECRUITMENT DIRECTOR

Elyse Schultz

OFFICE MANAGER

Megan Thorp

DIRECTOR OF NETWORK ENGAGEMENT

Vianni Busquets

DIRECTOR OF FINANCE

Nichole Roiland

REPRINTS & CIRCULATION DIRECTOR

Stacy Kraft stacy@guerreromedia.com

ISSUE 16

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From the Editor

Here’s to Skilled Dealmakers

I have a not-insignificant number of friends, I’ve noticed, who take their drinking seriously. Long past are the days of college, when cheap vodka and some sort of fruit punch might have counted as a mixed drink. Now, after the rise of mixologists and mixology classes, several seasons of fancy-looking cocktails on Mad Men, and the bloom of hundreds of craft distilleries all across the country (the total number in the US rose by 20.8 percent, to 1,589 distilleries, in 2017 alone, according to the American Craft Spirits Association), my friends want drinks they can count as experiences, featuring spirits they’ve never tried before, in combinations they’ve never considered.

Pernod Ricard USA understands this, and that’s why it’s done so much work in recent years to purchase some of the craft producers that are now in such vogue. But, it also understands that those brands are popular in part because of their independence and artisanal sensibilities. For our cover story on the company (p. 102), we talked to Cindy Chen, senior counsel of corporate and transactions, about a couple of its latest targeted acquisitions: of Smooth Ambler whiskey and Del Maguey Single Village Mezcal. She explained how she and Pernod Ricard USA have switched up their acquisition approach to ensure the brands can maintain the quality and autonomy they’re known for while her company handles back-end logistics. It’s a great story of a company that’s been able to rethink its growth strategy to fit current trends.

And speaking of transactions, in our special section this issue (p. 38), we got the chance to speak with five in-house counsel about the major mergers and spin-offs they’ve overseen for their companies. Paul Rodriguez (p. 40), for example, led a complicated split of RR Donnelley into three different businesses, and Neil Falis (p. 46) has helped guide mergers of equally matched firms for Willis Towers Watson.

Such transactions are tricky and well worth learning more about. I hope reading about them sparks new ideas in your own work.

GEOFF GEORGE, SENIOR EDITOR

Protecting a Pacesetter

Arconic’s innovations in the field of lightweight metals have catalyzed entire industries, and Quinn Johnson is helping the company protect those IP assets through litigation as it continues inventing

By Randall Colburn

uinn Johnson grew up just a few miles from Arconic’s research campus, and as a child she viewed it as a place of mystery and wonder. If not for Arconic (previously Alcoa Inc.), the company responsible for the commercialization of aluminum, there might not be airplanes, spaceships, or a good number of other innovations as we know them today.

“Growing up, I had a vision of Arconic’s research campus as a highly secretive James Bond-esque laboratory; I imagined them coming up with all kinds of new inventions,” says Johnson, who now serves as Arconic’s chief litigation counsel. “After I joined the company, I couldn’t wait to visit the research center. And I have to tell you: I was not disappointed. We are making truly incredible products and technologies there.”

On a macro level, Arconic develops innovative processes for manufacturing lightweight metals via rolling, forging, casting, extrusion, and, more recently, additive manufacturing. The results have fundamentally altered the aerospace, automotive, and construction industries, but for Arconic, innovation is continuous. Last year, for example, the company teamed up with Airbus to explore metal 3-D printing for aircraft manufacturing.

The result was the world’s first 3-D-printed titanium bracket to be used on commercial aircraft. The company also recently conceived the world’s first aluminum-lithium jet engine fan blade and a new surface treatment that makes aluminum-intensive vehicles possible. The Ford F-150, for example, was able to shed seven hundred pounds with an aluminum-intensive redesign enabled by Arconic’s technology.

“Arconic is a leader in not only aluminum but lightweight metal development and engineering,” Johnson says. “We’ve stayed on the cutting edge of the industry for more than a century and believe this technology is the foundation of our future. We take that seriously.”

Protecting that legacy is paramount for Arconic’s legal department. “My perspective—and I believe the company shares it—is that our intellectual property is our strongest, biggest, and best asset, along with our talent,” Johnson says. The company has made protecting IP one of its chief priorities, to ensure that no outside forces are permitted to misappropriate or exploit its innovations.

Johnson doesn’t shy away from litigation, should it become necessary. “In my position as Arconic's chief litigation counsel,

EXPERTISE SPOTLIGHT

Arconic partner DLA Piper is a leading global business law firm with lawyers located in more than forty countries throughout the Americas, Europe, the Middles East, Africa, and the Asia Pacific. It’s positioned to provide high-quality, integrated advice and assistance to multinational clients around the world, and it provides services across nearly all industries, serving the litigation and investigations, corporate and M&A, finance, employment, intellectual property and technology, real estate, restructuring, and regulatory and governmentaffairs needs of its clients. DLA Piper is committed to service of its communities and to diversity and the building of an inclusive culture. Its diversified practice and sector focus allows it to work almost anywhere for the world’s leading mature and emerging companies. There are few firms with as broad and deep a reach as DLA Piper.

Quinn Johnson Chief Litigation Counsel

I already and will continue to enforce our intellectual property rights through litigation,” she says. “We feel passionately about it because we've developed this IP over more than a century, through significant effort and expense.”

What Johnson and Arconic are working to protect goes deeper than just the actual, usable products the company creates. Often, what Arconic is developing are processes, which can take years or sometimes even decades to perfect. “Our IP comprises not only the final product but also the learnings along the way, the trials, and the experiments,” Johnson says. “All the paths and detours are just as important as the process to create the final product, because they helped us to figure out what works and what doesn’t. We build upon all of that know-how.”

Johnson’s focus on protecting the company and its IP is felt by her outside counsel. “Quinn brings to her cases

Arconic

EXPERTISE SPOTLIGHT

With more than 185 trial lawyers across offices in Austin, TX; Dallas; Houston; Los Angeles; Marshall, NY; Silicon Valley; and Washington, DC, McKool Smith, a key Arconic partner, has established a reputation as one of America’s leading trial firms. Since 2006, the firm has secured ten nine-figure jury verdicts and twelve eight-figure jury verdicts. The firm has also won more VerdictSearch and National Law Journal “Top 100 Verdicts” over the past ten years than any other law firm in the country. Courtroom successes such as these have earned McKool Smith critical acclaim and helped the firm become what the Wall Street Journal describes as “one of the biggest law firm success stories of the past decade.” McKool Smith represents clients in complex commercial litigation, intellectual property, bankruptcy, and whitecollar defense matters.

the rare and valuable combination of a trial lawyer’s sensibilities and a deep understanding of her clients’ business needs and how to use the law to address those needs first,” says Courtland Reichman, of McKool Smith, who has handled cases for Johnson for years.

According to Richard Hans, the managing partner of DLA Piper’s New York office, “What sets Quinn apart among in-house counsel is her passion for Arconic and ensuring its rights and interests are protected at every turn, and she does it with great cheer.”

Determining the right litigation strategy to enforce Arconic’s rights is squarely within Johnson’s wheelhouse. She describes herself as a problem-solver and says her early career in private practice helped prepare her for the broad range of legal issues she handles in-house at the company. “The wide variety of legal issues that we face is one of the best parts of my job,” she says. “That I never wanted to specialize in anything has become quite an asset, because we have every kind of case you could imagine.”

And, Arconic’s cases are all over the world, from China to Brazil, Australia, Hungary, and more. Johnson jokes that she thought she’d be limiting herself to just one client when she went in-house, but the reality is that she has more than ever; they’re just all internal. “Arconic has many different business units, each with different risks, different issues, and different locations, which have varying laws,” she says.

“I went from being a Pennsylvania lawyer to being a global one.”

It sounds overwhelming, and it certainly can be, but Johnson is motivated not just by the work she does but by what Arconic has created and what it continues to innovate, and she still views it with the awe she had as a kid.

“For once,” she says, “a childhood vision ended up being an exciting reality.”

GLOBAL PLATFORM, TRUSTED COUNSEL.

DLA Piper congratulates Quinn Johnson of Arconic, whose many accomplishments are recognized in this issue of Modern Counsel.

DLA Piper is a global law firm with lawyers located in more than 40 countries throughout the Americas, Europe, the Middle East, Africa and Asia Pacific, positioning us to help clients with their legal needs around the world. DLA Piper is positioned to help companies like Arconic with their legal needs anywhere in the world.

Taking Every Chance to Climb

In conversation with Carrie Parikh

By Galen Beebe

In 2013, Carrie Parikh was a senior associate at DLA Piper, a global litigation firm, when a headhunter called with a career-changing opportunity. Beazley, an insurance company, was seeking a new claims manager for its privacy and cybersecurity department, and though Parikh had no experience in the field, she embraced the challenge. “I was thrown into it and had to learn everything as if I were a first-year student in law school learning the law all over again,” Parikh says.

That opportunity set the stage for more learning three years later, in a position in-house at the global hospitality company Wyndham Hotel Group. Three weeks after applying, Parikh joined as senior legal counsel, then became head of the privacy and data security legal group shortly thereafter. Now, she’s vice president of legal, and she’s helping Wyndham Hotel Group spin off from Wyndham Worldwide into its own publicly traded company.

Here, Parikh explains how her quick climb up the corporate ladder has stemmed from her willingness to approach new challenges head-on, and she reveals some of the lessons she has learned along the way.

Very early in your time with Wyndham, you became head of the privacy and data security legal group. How did you advance so quickly?

I was here for about six weeks when the current privacy lead was promoted to a different division of the company. I fully expected that someone with significantly more traditional privacy experience would be slotted in above me, but my general counsel at the time knocked on my door. He essentially said, “How would you like to run the privacy program?” I took a deep breath, and I said, “I’m up for the challenge.” A few months after that, my general counsel came back to me and said, “Congratulations, you’ve done an excellent job bringing up the privacy program, you’ve been innovative, creative, constructive—we’d like to promote you to VP. You’re now officially running the show.”

What were the keys to adjusting to the change quickly?

Being confident and comfortable enough to say, “I don’t know, but I will figure it out,” and taking the time to learn before providing any response. In-house, we move very quickly, and “I don’t know” and “I need time to figure it out” are usually not expected. But folks here were very supportive of me taking on this role, and I relied on their support. Being passionate about it was also really helpful. I would come in every day, excited that I was going to be confronted with an area of law that was new to me. It makes every day a challenge, and challenge is a great igniter for success.

And now you have this additional challenge of the spin-off from Wyndham Worldwide. How have you been involved with it?

In the summer of 2017, Wyndham Worldwide announced that Wyndham Hotel Group was going to be spinning off into its own publicly traded company. With anything like an M&A deal or a spin, your first consideration is “What does that mean for me personally?” But instead of trying to focus on it from that perspective, I decided to raise my hand and say, “If you need someone in the legal department to work on this, regardless of what my personal employment situation will be at the end, pick me.”

“I would come in every day, excited that I was going to be confronted with an area of law that was new to me.”

Carrie Parikh VP of Legal Wyndham Hotel Group

What are the biggest challenges you’ve faced in facilitating the spin?

The biggest lesson I’ve learned is that there is a huge people element. Typically, when you’re an in-house counsel or a corporate lawyer, you’re not dealing with a human aspect to your job, but every decision that we make on a daily basis regarding spin impacts a person’s job. I think as in-house counsel, you’re insulated a lot from those decisions until something like this happens and you realize there are greater things at play than whether or not the company makes money. It’s how the company treats its people that is truly important.

Are there other lessons you learned from this experience that you think will be useful in your career going forward?

When all these different areas of law were being foisted on me, I had concerns that I was losing focus, and that focus was what was important. What I’ve learned from this experience is that yes, you have to have that solid foundation, you have to have that significant deep knowledge base, but you have to be willing to flex and stretch, particularly if you’re going to take on an in-house role.

Modern Counsel

Rajiv Parikh

Congratulations to Carrie Parikh for being recognized as an industry leader and innovator.

We applaud Carrie on her achievements and we are extremely proud of our partnership with Wyndham Hotel Group.

Venable’s corporate team provides counsel on a wide variety of corporate and transactional issues: mergers and acquisitions technology transactions and outsourcing antitrust matters regulatory compliance

“You have to have that significant deep knowledge base, but you have to be willing to flex and stretch, particularly if you’re going to take on an in-house role.”

What would be your advice to a lawyer who wants to expand their knowledge base?

If someone comes and offers you an opportunity, your first response should not be “I don’t think I can. I’m not sure I’m ready.” The answer should always be “Yes, I’ll give it a shot, and I will give it my absolute best.” Because you never know what the opportunity after that is going to be.

That sounds like a very proactive way to move your career forward.

This has been an interesting trajectory for me in general. I grew up in upstate New York, in a very small farm town. My parents died when I was young, and through sheer will, I got my butt to college and from there to law school. There are a lot of little kids out there who are struggling right now, and I want them to know that there’s a way to the top.

VENABLE LLP:

“Carrie is pragmatic and great at finding creative solutions to challenging legal and business issues. She is particularly well versed in privacy and data security matters. We are proud to have her as a client.”

—William

Russell, Partner

More Responsive Regional Banking

The financial crisis of 2008 changed how many industries operate, and in particular it changed banking. When the banks that were “too big to fail” did, in fact, fail, the business of banking was shaken to its core. In the wake of the crisis, smaller regional banks have seen their stock rise—both literally and metaphorically—as consumers have looked for better customer service, faster response times, and a more human touch.

Susan Steinthal, deputy general counsel and head of the consumer banking legal team for Citizens Bank, is helping her business manage the transition by focusing on remaining compliant with regulations as it introduces new products to capture new customers.

Based in Providence, Rhode Island, Citizens Bank is hardly small; it boasts $152 billion in assets and some 1,200 branches across eleven states in the Northeast and the Midwest. But, it’s not CitiBank, where Steinthal originally worked, either. A native New Yorker, Steinthal graduated from Princeton in 1992, then attended the University of Chicago Law School before transferring and graduating from Columbia Law School in 1995. She started her career in a large private firm in New York, then moved to a smaller boutique firm—“That was the usual path: big firm, small firm,” she says—then moved in house with CitiBank in 2004 and stayed there until 2015. “I came to Citizens Bank because I wanted the challenge of managing this team,” she says, and she was especially interested in it because of the changing context of regional banking.

By David Levine

Susan Steinthal is helping Citizens Bank capture new customers with new financial-management products tailored to their needs

“After the financial crisis, with big US banks retrenching, banks like Citizens were focusing on enhancing procedures,” she says. “They had to be sure they were compliant with the new laws, regulations, and guidance that changed as a consequence of the crisis.” She led the work to make Citizens’ new procedures compliant, and today, she says, the company has completed the task. “We are starting to turn a corner, in the sense that we’ve

Susan Steinthal

Deputy General Counsel and Head of Consumer Banking Legal

met the new standards,” she says. “Now we can get back to focusing on innovating in favor of our customers.”

That means becoming a more proactive company that can provide solutions that consumers want, and to this end Steinthal has been involved in forging agreements with other companies to provide two new products to Citizens’ customers: One is an online lending platform for small businesses, created with the company Fundation, in New York. “This platform makes getting a smaller loan for a smaller business much easier,” Steinthal says. Customers can apply for a loan online and receive real-time, interactive feedback during their loan-application process. They can see how Fundation and the bank evaluate their applications. The application process requires minimal documentation, the closing is done electronically, and funding is available as soon as one business day after completing the online application. The program also provides easy and convenient online account access to perform a variety of account-management activities.

The second new product is an online digital adviser, created in partnership with the San Francisco tech firm SigFig to service the wealth space. “It offers a way for consumers to invest in markets at a very low fee,” Steinthal says, and it also provides real-time investment advice. “It used to be, if you wanted to invest money with an advisor, you had to meet in person and go over strategies and then the advisor charges a hefty fee. The digital advisor reviews your risk appetite, suggests a model portfolio online, and then can make those investments on your behalf—at a much lower cost.” SigFig pioneered the technology, and Citizens created the interface for its customers to use.

The bank also partnered with Apple, in 2015, to provide instant financing options at Apple stores. “At one time, if you bought an iPhone at the Apple store, you had to pay cash or use a credit card,” Steinthal says. “Now you can get a financing package.”

EXPERTISE SPOTLIGHT

Debevoise & Plimpton is a premier law firm with a market-leading Banking Group that advises banks and other financial institutions on a variety of regulatory, transactional, and litigation matters, including mergers and acquisitions, US and international regulatory and compliance issues, technology innovation through fintech, enforcement matters, capital markets activities, and new product development.

With lawyers in New York, London, and Washington, DC, the Banking Group has close relationships with—and long experience advocating before and negotiating with—regulators in the United States, the United Kingdom, and other jurisdictions, including the Federal Reserve and other US banking regulators, the Consumer Financial Protection Bureau, the Department of Justice (DOJ), state attorneys general, and the New York Department of Financial Services. The group has also worked closely with clients on issues before the Financial Stability Oversight Council, the Financial Stability Board, and other interagency groups that are developing new standards and frameworks for the banking and financial-services industry. With a team that includes fifteen former Assistant US Attorneys or DOJ lawyers, the immediate past chair and director of enforcement for the SEC, and three former SEC unit chiefs, Debevoise & Plimpton’s Bank Group provide clients unmatched insights.

In 2017, the group was named Banking Practice Group of the Year by Law360. It also was recognized as Financial Services Team of the Year by The Legal 500 US in 2014 and 2015.

The platform is unique in that it doesn’t use any paper, which is how Apple wanted it. “It’s all done on the store employees’ iPads, with email correspondence,” Steinthal says. “That was a different way to sell the product, and customers are much happier with that.” The bank is now offering the platform to other retailers, including Vivint, a security-systems supplier.

To launch these new products and services, Citizens has had to progress through “a number of tollgates,” Steinthal says, including compliance. “My team and I spend our time helping the bank and the business develop solutions that are compliant,” she says.

“I’ve always been impressed by Susan’s focus on developing solutions that promote the business and its customers and show Citizens’ commitment to complying with the letter and spirit of the law,” says Gregory Lyons, a partner with Debevoise & Plimpton LLP who works with Steinthal and Citizens. “She enjoys exploring ideas and encourages inside and outside attorneys to participate and find the optimal solution for a particular issue.”

For instance, with the Apple financing platform, the company had to adhere to the rules under the Truth in Lending Act, which require that customers receive information on a financing arrangement before they agree to it. “Because they are not using paper, we need to make sure they get an email with the information before they click the approve button on the employee’s screen,” Steinthal says. “We work with various tech partners to make sure that can happen. The legal team is very involved to make sure the business is focused on issues it needs to cover while giving customers a better experience than they were receiving before.”

Today’s customers expect the same service from banks that they do from companies such as Amazon, and Steinthal and Citizens are making a convincing case that customers can get more of what they’re

GOODWIN:

“Goodwin proudly congratulates Susan Steinthal, deputy general counsel and head of consumer banking legal at Citizens Bank, on this prestigious recognition from Modern Counsel . Susan’s leadership and commitment to innovation, growth, and customer service at Citizens Bank are truly inspiring.”

GREENBERG TRAURIG, LLP:

“Technology has changed the way that customers approach banking.  Greenberg Traurig  would like to recognize Citizens Bank for its forward-thinking approach to creating and implementing cutting-edge banking solutions across its platform.”

—Pete Michaels, C0chair, Financial Regulatory and Compliance Practice

—Leonard A. Bernstein, Partner and Chair, Financial Services Regulatory Group looking for from regional banks working to keep up with the times. “They used to have all their interactions in a branch,” Steinthal says. “Now they expect to interact over the phone and online. Regional banks take their strength of personal interactions and carry that through all these different channels. Working with smaller banks is easier, there is much less bureaucracy, and it feels more impactful. We are better integrated into our communities, too. Wherever we are, we are committed to being in those communities.”

REED SMITH LLP:

“Susan’s passion for her work is energizing. She is a brilliant bank regulatory lawyer. At a recent conference of our partners, Susan, as a key panelist, commanded our attention with her vigor and profound observations.”

Congratulations to Susan Steinthal of Citizens Financial Group, Inc. for being featured in Modern Counsel

Debevoise & Plimpton LLP is a premier law firm with market-leading practices, a global perspective and strong New York roots. We deliver effective solutions to our clients’ most important legal challenges, applying clear commercial judgment and a distinctively collaborative approach.

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

A Fitting Pair

After years of rapid growth at Under Armour, Wesley Muller helped merge and shake up the company’s patent and trademark departments to allow them to work better together

By Randall Colburn

When Wesley Muller joined Under Armour as the company’s first patent attorney, the apparel juggernaut was in the midst of a massive growth spurt. As work piled up around him, he found himself overseeing the creation of a brand-new arm of the business. And, as he built the patent department from the ground up, he did so with an eye on Under Armour’s overall business strategy.

“I knew ensuring that our growth was consistent with the company’s was going to be pretty critical,” Muller says. “Because we could easily outpace our budget with legal services and outside counsel if we weren’t careful and didn’t align what we were doing with what the business needed us to do.”

This careful, conservative approach paid off, and last summer Under Armour made the decision to combine its patent and trademark departments. Muller was suggested to lead the merger as managing counsel, chiefly because of his understanding and demonstration of how the combined intellectual property team could be integrated into the business’s overall strategy. And, now, as the company continues to grow, Muller is working to streamline the operations of his merged departments, which, due to their complex portfolios of IP, had grown used to particular—and very different—modes of operation.

“When I met with everybody and said I wanted to break up our current way of doing things, there was some skepticism,” Muller says. But his plan made sense, and he unveiled his changes methodically after gathering the collective thoughts of his team. “I’m not a big advocate of making big, sweeping changes,” he says. His first priority was reconfiguring the reporting structure. Previously, the attorneys had divided up responsibility by geographical region. But, under Muller’s direction, trademark and patent attorneys began intermingling, with representatives from one

Military Tactics for the Corporate World

In addition to his time with Under Armour, Wesley Muller has also served as an officer in the Marines. Below, he offers some lessons he learned in the field that continue to impact his day-to-day work.

On leadership: “Any time I took over a new unit in the Marines, I always talked to everybody to get a sense of what they felt they did well and what they felt we could do better on. I gather collective thoughts, synthesize what everyone says, and roll out a plan.”

On decision-making: I learned something called the OODA loop. It's a four-step decision cycle: First, you observe. Then, you orient yourself on your observations. You make a decision, and then you act. It's a cycle, and then you go right back into the observation phase. Observe, orient, decide, act.”

On intent: “No plan is perfect, and changes will always need to be made based on personalities, abilities, or business needs. Don’t become married to the plan; just remember the intent.”

Weil salutes Wesley Muller and values its relationship with Under Armour and its exceptional legal team.

Under Armour’s “relentless pursuit of innovation” inspires us every day. business partners.

“I didn’t want somebody from the business to have to reach out to four different attorneys within the IP group.”

camp strategically reporting to those in the other camp. Now, they’re paired in ways that better align with business considerations. “I didn’t want somebody from the business to have to reach out to four different attorneys within the IP group, depending on where they may want to protect a particular mark or file for a certain patent,” Muller explains. “I’d rather have a single point of contact that can help shepherd whatever work needs to be done with the rest of the team.”

Muller also worked to cultivate a culture of transparency regarding both his department’s budget and its objectives. These days, after allocating funds using historical data as a reference, Muller makes the budget visible to his entire team. “By giving the attorneys visibility into the budget, I find that we make smarter decisions on our outside counsel spending and the resources we put behind different initiatives,” he says.

“This way, everybody becomes an owner of it.”

Entrepreneurial

Strategic solutions. Innovative spirit.

Weil, Gotshal & Manges LLP

When it comes to the department’s objectives, Muller sets up programs that include members from both the trademark and patent sides and sets clear goals for those programs. For example, he’s brought his junior attorneys together and tasked them with creating a trademark manual that sets consistent guidelines and ensures uniform presentation.

Meanwhile, he’s having his four senior attorneys put together outlines for educational courses for Under

Armour’s project managers. “I want to establish some basic processes that we can use and formalize to help their business,” Muller explains. “This way, when they want to submit names for clearance, they know how that process works for us, what the timelines are, and what our expectations are. Getting this information to the technical employees working on the products is critical to make sure we can identify a safe path forward in terms of risk mitigation.”

The educational courses will become part of Under Armour’s company-wide Armour U learning center, through which employees receive in-person and online training in myriad areas of the business. “It’s fairly new but getting more and more sophisticated over time,” Muller says, noting that his goal is to make these courses a requirement for any employee taking on a new role.

It makes sense, too. As Muller’s sought to prove since he arrived at Under Armour eight years ago, it is essential that each and every employee be aligned with the goals of the business.

WEIL, GOTSHAL & MANGES LLP:

“We are proud to be able to work with Wes —a straight shooter (he was in the infantry!) with a sense of humor and a deep knowledge of patent law.”

—Brian Ferguson, Cochair

of the Patent Litigation Practice

We congratulate Wesley Muller, Managing Counsel, Intellectual Property at Under Armour and applaud his outstanding leadership and exceptional service.

At Maginot, Moore & Beck, we engage exclusively in the practice of intellectual property law. We provide patent, trademark and copyright legal services to domestic and multinational clients across a broad range of industries.

www.maginot.com

HARNESS DICKEY congratulates WESLEY MULLER

Managing Counsel, Intellectual Property, of Under Armour on his success and achievements. We are honored to be part of the team he leads.

www.hdp.com

“Diversity and inclusion are critical assets.”

In

conversation with Lauren Leahy

By John Joseph

Raised by parents in the import-export business, Lauren Leahy was first introduced to a wide variety of cultures at a young age, including their customs, philosophies, and even their cuisines. Her first solid food was an Indian staple, tandoori chicken, and she learned to use chopsticks before picking up a fork. “Those experiences—and the many that surrounded them—gave rise to curiosity, gratitude, and passion for cultures different from my own,” she says. “My appreciation for diversity is a fundamental part of who I am.”

She’s since carried that appreciation into her work as chief legal officer for Pizza Hut, a subsidiary of Yum! Brands. Here, she discusses where her passion for diversity and inclusion stems from and details a few of the particular D&I initiatives she’s been involved with at her company, including its employee resource groups.

When did you first realize how important D&I efforts are and develop a passion for them?

I've had the profound opportunity to engage with people from different cultures and backgrounds for as long as I can remember. My husband comes from a large Mexican family on one side and a large Arab family on the other; we celebrated our wedding with salsa music, belly dancing, and an Irish bagpipe player. My sister-in-law is of Korean heritage. My son's first language is Spanish. We joke that family get-togethers are like a UN conference.

In college, I worked closely with the International Rescue Committee, helping to resettle refugees in Dallas. In law school, I dedicated my time to the Legal Aid Bureau, a student-run law firm that provides services in the Boston area, and the Human Rights Initiative, a Dallas-based organization that works closely with survivors of violence from around the world. Through both experiences, I developed close relationships with the communities I served.

I’m better at my job because of these experiences. They’ve made me a better listener, risktaker, and colleague.

Plus, a healthy D&I outlook is important to the Pizza Hut mission, yes?

There’s no question that diversity and inclusion are critical assets for Pizza Hut. When people bring varied personal experiences, professional backgrounds, and styles of communication and leadership to the table, we more closely mirror our consumer and employee base and reach more effective, creative solutions to our most-pressing business problems. As a member of our executive team, a critical element of my role is to maintain an environment where every individual feels seen, heard, and respected.

In 2015, Pizza Hut formed its own in-house D&I council, Leading Inclusion for Today and Tomorrow (LIFTT). Have you been involved with that council at all since joining Pizza Hut in 2013? I’m tremendously proud of the work of the LIFTT Council. While I’m not intimately involved, I know that the collaboration of partners within the group has driven greater insights, open communication, and stronger bonds across our organization.

Pizza Hut and Yum! also began building “learning experiences,” including “unconscious bias training,” in 2015. Have you had any involvement in these learning experiences?

I’ve participated in unconscious bias training at Yum! and found it to be an extraordinary mechanism to assess the biases we bring to the table, identify the circumstances that can activate those biases, and develop practices to recognize and mitigate them.

Lauren Leahy Chief Legal Officer

Pizza Hut

Several Pizza Hut and Yum! press materials mention internal employee resource groups (ERGs) that have been formed. Have you had a hand in forming or shepherding any of Pizza Hut’s ERGs? Our Plano, Texas, headquarters, which we refer to as a Center of Restaurant Excellence, features an ERG called WILL: Women in Learning and Leadership. I’ve been involved with WILL from its inception and am tremendously proud of the progress the group has made over the years. My role has evolved over time, from planning events to speaking on panels to serving in an advisory capacity, but all along the way, I've been impressed and inspired by the women around me.

What sorts of events does WILL organize?

The group hosts large events—most recently an International Women's Day celebration— broad discussions, and small group lunch-and-learns focused on the issues that matter most to our community of women. Events feature inspirational women from within Yum!, along with guest speakers and many of our male allies across the organization. WILL has elevated the conversation, created new safe spaces, and generated ongoing energy around professional development for women in all functions.

“My appreciation for diversity is a fundamental part of who I am.”

More recently, Yum! announced that it has made it a priority in 2018 to make itself “a bigger magnet for female talent.” Have you seen this play out at Pizza Hut?

Absolutely. There is substantial work ahead as we continue to recruit, retain, and promote women across the organization, but I’m proud of our continuing efforts on this front. I’m reminded of one of my favorite quotes: “empowered women empower women.” That philosophy has borne itself out beautifully throughout my time at Yum! Some of my greatest mentors and sponsors have been the women to come before me at Yum!, empowering me through honest feedback, an endlessly open door, and the confidence that comes with knowing that you are supported without caveat. The proof is in the pudding, too. Pizza Hut’s executive leadership team is 50 percent women, and we have an incredible pipeline of female talent across the organization.

Anyone in particular who inspires you?

I am consistently inspired by the brilliant women in my midst, from our chief technology officer, who leads her team with precision, grace, and strength, to our chief marketing officer, whose creativity and collaborative spirit knows no bounds. Our differentiated styles and skill sets offer women in the pipeline an opportunity to see themselves in us, to visualize—and ultimately materialize—a leadership role that allows them to find their own unique voice at the table. We unapologetically root for one another, committed to the principle that there is room for each of us to succeed.

Are there any other specific D&I initiatives or efforts you’re a part of or spearheading personally at Pizza Hut?

(212) 755-3100 www.kaufmanngildin.com

Without question, ERGs and continuous programming regarding D&I initiatives are critical to our success as we continue to evolve; so, too, is the work of empowerment in the everyday moments—the ways in which we believe in, champion, and truly see each other along the way. My commitment is to make a difference on both sides of that critical coin.

Businesses across the US split apart or join forces every day. But, balancing the various business and stakeholder needs of corporate spin-offs and mergers can quickly get messy and complicated. It’s therefore important to have a solid plan of attack. Here, five in-house counsel discuss their and their company’s notable experiences dividing into separate entities or forming new partnerships. Their work serves as a helpful guide for others grappling with major transactions of their own.

By Will Grant

Photos by Sheila Barabad

August 2015, Chicago-based RR Donnelley announced plans to execute a complex corporate transaction: a double spin. The integrated communications company contained a number of different services under its roof that it decided would be more capable as independent, publicly traded companies pursuing their own tailored business strategies: RR Donnelley (RRD), Donnelley Financial Solutions, and LSC Communications.

Paul Rodriguez, chief international counsel and chief intellectual property counsel for what would remain as RRD, immediately began preparing for the major three-way split. The breakup meant big changes and a lot of work for the RRD legal team, including the careful division of IP assets between the three soon-to-be-independent businesses, a series of global trademark searches

Paul Rodriguez explains some of the big challenges that accompanied RR Donnelley’s split into three independent companies and how he and the legal team helped handle them

for the new companies’ names, and a thorough accounting of the companies’ legal work streams.

Rodriguez, who joined RR Donnelley in 2007 after acquiring extensive IP litigation experience in both private practice and several other in-house roles, was well prepared to tackle the division of the company. His primary task was to divvy up the company’s thousands of IP assets, including trademarks and patents, and figure out which assets should be allocated to each new business entity. For assets that were used by more than one entity, decisions needed to be made regarding ownership and licensing.

“We established a good process where we would raise up issues on a periodic basis to the executive team that would make decisions and set guidelines so that we would know how to go about accomplishing the goals of the spin,” Rodriguez says. “That worked quite well.”

Another pressing concern that consumed a substantial amount of time was the naming of the new companies.

Paul Rodriguez Chief International Counsel and Chief IP Counsel RRD

Getting Ahead with HACE

Since 2017, Rodriguez has also been on the board of the Hispanic Alliance for Career Enhancement (HACE). In 2016, RR Donnelley was asked to provide a panel member for a summit for the group; Rodriguez was tapped, and his interest in the organization grew as he spoke with professionals who had gone through the program.

“One of the things that really impressed me about HACE as an organization is the sweet spot it hits for entryand midlevel professionals and the help it provides to advance Latino professionals in their careers, including resources, seminars, and networking opportunities,” Rodriguez says. The group also has programs for high school and college students.

“Whenever you’re trying to clear a trademark on a worldwide basis,” Rodriguez says, “the odds that you’re going to get tripped up in any individual market increase substantially.”

Rodriguez says finding the right names, with an acceptable risk profile, was a tough challenge for the executive team. “As often happens in life, sometimes there seemed to be an inverse relationship between how clear a mark was and how much people liked it,” Rodriguez says with a laugh. “But, we finally came up with an agreed strategy and proceeded with our worldwide trademark filings.”

Once the split occurred, in October 2016, there were additional tests for the new RRD legal team. “We’re now roughly half the size of what we were before the spin, in terms of the number of attorneys and resources, but we still have 75–80 percent of the legal issues,” Rodriguez says.

But, though these circumstances could have been seen as setbacks, Rodriguez says, the team has instead embraced them and taken on new responsibilities and opportunities head-on. Even Rodriguez’s own role has increased in scope, and it now includes supervising all of RRD’s international legal team as well as legal oversight of data protection and cybersecurity issues.

As the team continues to settle in, Rodriguez plans to dive more heavily into his data-protection role, particularly to assist with compliance with the European Union’s General Data Protection Regulation, which

“ We’re now roughly half the size of what we were before the spin, in terms of the number of attorneys and resources, but we still have 75–80 percent of the legal issues.”

ROPES & GRAY congratulates PAUL

RODRIGUEZ

Vice President

Chief International Counsel

went into effect in May 2018. “From the legal perspective,” he says, “we’ll play a big role in continuing to monitor the new regulations and helping provide the appropriate guidance so that the company will always remain compliant.”

Rodriguez says that RR Donnelley’s strength in integrating businesses through acquisitions over the years ultimately proved to be a double-edged sword when the company had to reverse-engineer the process for its double spin. But, in just over a year, the RRD team was able to successfully divide and conquer. “We had to make sure that after the spin,” Rodriguez says, “each company, on day one, would be able to stand up and be its own independent company.”

Chief Intellectual Property Counsel RR Donnelley on his recognition by Modern Counsel magazine. We value the opportunity to work with industry leaders such as Paul and RR Donnelley.

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A CORPORATE

By Stephanie Zeilenga

Neil Falis, general counsel for corporate transactions for Willis Towers Watson, reveals the strategies his companies have employed to more than once navigate successful mergers between equally matched companies

anagers overseeing mergers of equally matched companies (MOEs) must walk a high-stakes tightrope. From forging a new culture to fairly splitting leadership roles to even deciding what name appears first, there are countless details to consider. Willis Towers Watson, a leading global advisory, brokerage, and solutions company, understands this well: the business has negotiated its way through two successful MOEs: the 2010 Towers Watson merger and the 2016 Willis Towers Watson merger.

General counsel for corporate transactions Neil Falis has helped, as part of a team of colleagues, to execute these mergers on the legal side. He first earned

his expertise with them as a partner at what was then Kilpatrick Stockton—now Kilpatrick Townsend & Stockton—where he participated in MOE negotiations as an outside counsel. “When I was outside counsel, I was part of the process of deciding who leads, so I understand the end goal from doing that work,” he says. Unlike in a standard M&A deal, Falis says, the two parties in an MOE have to truly merge and learn to operate as a cohesive whole. A lot of pitfalls can stall or derail the process, so it’s important to establish trust from the opening negotiations. Here, Falis shares some of the common challenges companies must deal with throughout the process—and how his companies have successfully maneuvered them.

1) Striking a balance between the two companies

In an MOE, both companies often have to compromise for the greater good of

Neil Falis General Counsel for Corporate Transactions

Willis Towers Watson

the combined entity. “Certain things can’t be equal, so it’s a real balancing act,” Falis says.

For instance, only one CEO will keep their title. Sometimes, the choice is clear, such as in the Towers Watson merger, which involved one private company, Towers Perrin, and one public, Watson Wyatt. In that case, the CEO of the public company remained at the helm, and the CEO of the private company became president and COO.

Both sides also must heavily weigh the demands they will make, because almost everything in an MOE ends up being reciprocal. “Both companies have to agree up front that you’re only going to ask for the same things and not something you wouldn’t give in return,” Falis says.

It’s about more than making everyone happy, too, for if things aren’t split up fairly, the MOE might fail to obtain approving votes from shareholders. “The more consideration you give to one company in the deal, the less likely it could be for the other shareholder group to approve—and vice versa,” Falis says.

2) Combining two distinctive cultures

The combined company must take one of three paths regarding its culture: keep one of its old cultures intact, create a combined culture, or forge a new one. One mistake companies make is creating what Falis calls fiefdoms. “If you have general counsel from one company, you don’t want the people and culture from

“People have a tendency to fill a void with negative assumptions, so the quicker you get to them with decisions—whether good, bad, or ugly—or a timeline for when they will be made, the better for employees and the combined company.”

that company to dominate, or if you have a CFO from one company, you don’t want his legacy firm dominating,” he explains.

The type of merger at play can help guide the cultural approach. If it’s a merger of scale, where both companies do the same work—such as the Towers Watson merger—the cultures will likely have a lot of overlap. However, with mergers of scope, where companies are expanding their services or capabilities—such as the Willis Towers Watson merger—the solution is often to foster an entirely new culture.

Facilitating shared experiences among those on the leadership team can help inspire the trust necessary for a combined business to move ahead successfully.

After the Willis Towers Watson merger, for instance, CEO John Haley hosted a leadership meeting in London. “We talked about substantive issues, but the majority

of our time was spent getting to know each other,” Falis says. “It helped, meeting with people and talking with them in a nonconfrontational way.”

3) Combining established policies and procedures

When an MOE occurs, both parties entering it have to combine already established policies and procedures into a cohesive whole that makes sense for everyone operating inside the combined business. Similar to dealing with culture, Falis says, there are three paths: take policies from one party, cherry-pick the best from both, or create a whole new set. “If one code of conduct says you can do X , and the other says you cannot do X , and there’s no legal answer, you have to decide what’s best for the combined company,” he adds.

In both of Willis Towers Watson’s mergers, a change committee with representatives from both companies worked through such issues. “Even simple things can get complicated, so you want to move efficiently and get as much input from both sides to make sure they’ve been heard,” Falis says.

Once the policies and procedures of the combined organization are established, it’s important to quickly create the infrastructure and tools needed for employees to follow through on them. After the Willis Towers Watson merger, for example, a new website was created to house all new documents to make it simple for employees to find what they need.

4)

Communicating challenges

People can be resistant to change, so it’s vital for companies to communicate strategically during the MOE process. “People have a tendency to fill a void with negative assumptions, so the quicker you get to them with decisions—whether good, bad, or ugly—or a timeline for when they will be made, the better for employees and the combined company,” Falis says.

Every decision, no matter how small, sends a message and can impact employee morale. Even the name of the combined company matters. “It’s easy for people to see the outcome of these decisions and feel like it’s not really a merger between two equals,” Falis says.

To help manage the communications process during the Towers Watson

“During a merger of equals, you want to minimize disruption, because employee engagement is critical. You don’t want them to get distracted by issues such as the role they’ll have going forward.”

and Willis Towers Watson mergers, the combined companies created a comprehensive communications strategy. “As integration issues arise, you can’t barrage people with information,” Falis says, “so the company staged these communications and determined which ones had to go out immediately and which ones could be held back.”

5) Setting the tone at the top

Once a merger closes, the actions of the CEO and top leadership of the new company directly affect how successfully the company will forge ahead as a single unit. “I’ve come to believe that how the CEO handles himself or herself impacts culture significantly, but it takes a lot of work to do, and it doesn’t come together after just one meeting,” Falis says.

Falis points to Willis Towers Watson CEO John Haley as an example of a leader who has balanced personal decisionmaking and collaborative decision-making

involving voices from both sides of a merger. “He’s done a great job of picking his battles, of deciding whether to make the call himself or get input from both sides of the house, even if it means the decision is going to take longer,” Falis says. “As CEO, John could decide everything a CEO typically would have the authority to decide, but if there’s an issue he knows people care about, he often lets groups come to their own decisions and make recommendations, underscoring the teamwork aspect of the company’s values.”

6) Remembering that the workforce is the key asset

For many businesses, especially professional-services firms such as Willis Towers Watson, their people are their number one asset; keeping employees feeling engaged during the merger and integration process should be a top priority. This is ultimately why deftly maneuvering through the previous

challenges is so critical—if one side of the merger appears to lose to the other side, if changes aren’t communicated transparently or clearly, if one culture dominates, or if the chosen CEO isn’t willing to involve others in decision-making as the integration solidifies, employees of all levels could feel insecure, uncared for, and unheard.

“During a merger of equals, you want to minimize disruption, because employee engagement is critical,” Falis says. “You don’t want them to get distracted by issues such as the role they’ll have going forward, their compensation, or whether their job will be impacted because of integration-synergy goals.”

Willis Towers Watson is now moving forward, with its values regarding MOEs helping to drive its success.

Weil salutes Neil Falis and values its relationship with Willis Towers Watson and its exceptional legal team.

Weil, Gotshal & Manges LLP

Congratulations to Neil Falis of Willis Towers Watson for being featured in this issue of Modern Counsel! We are honored to partner with him and Willis Towers Watson.

By Galen Beebe

How CNX’s Stephanie Gill helped divide a historic company, CONSOL Energy, into two entities focused on different sectors of the energy market

1860, in the hills of Appalachian Maryland, a group of small mining companies joined together to form Consolidation Coal Company. After a brief delay due to the Civil War, the company launched its first active mining operation in 1864, and it continued to grow over the next 150 years, eventually becoming the US’s leading producer of high-BTU bituminous coal.

In the 1990s, the company diversified into the natural gas sector, becoming one of the largest independent natural gas exploration, development, and production companies. Last year, though, the company, then known as CONSOL Energy, decided to divide its assets and create two separate entities: the natural gas production and exploration company CNX Resources Corporation and the coal company CONSOL Energy. Luckily,

Stephanie Gill was there to help with the split, with the right experience and the right team to help launch the two new companies into the future.

“After 150 years of operations, it was necessary to divide the assets, keeping the gas assets with the gas company and the coal assets with the coal company,” Gill says. “This historic transaction transformed a 150-year-old company into two impressive companies that are positioned to singularly focus on their respective industries and market segments.”

Thanks to her background in mergers and acquisitions, Gill herself was perfectly positioned to help see CONSOL through its transformation. Before joining the company in 2005, she had been a shareholder at Buchanan Ingersoll & Rooney, where she focused on transactions and corporate governance. She joined CONSOL when a former colleague invited her to help him build the legal department.

“After meeting with several employees and realizing that they were energetic, hard-working, and personable people with

a common mission, I accepted the offer,” Gill says. “This marked the beginning of a challenging and exciting opportunity.” She started as senior counsel and, over the years, progressed to her current position as vice president, secretary, and general counsel of CNX. By the time she was helping to steer CONSOL through its separation, she had more than a decade of experience with its operations.

The transaction team—composed of numerous employees beyond the legal department—had a tight time frame in which to accomplish its work. The team filed its first Form 10 with the Securities and Exchange Commission (SEC) in July 2017 and closed just four months later. In that time, it drafted numerous agreements, worked with the SEC and the Internal Revenue Service, addressed the separation of employee benefits and responsibilities, coordinated with consultants, notified third parties of the spin, and more. “It was a massive team effort across the board and an accomplishment that both companies are very proud of,” Gill says.

Stephanie Gill VP, Secretary, and General Counsel

CNX Resources Corporation

“The entire company worked tirelessly for almost twelve months to effectuate the spin, a transaction that resulted in two impressive companies singularly focused on their respective industries.”

The legal team worked with every department in the company to assist with the strategy and documentation needed to complete the separation. During that time, as was the case with many other departments, the legal team’s workload doubled as its members handled their everyday responsibilities and the additional tasks required to effectuate the spin.

It was the energy and dedication of CONSOL’s employees that had drawn Gill to the company a decade before, and it was that dedication that ensured the business’s successful split and the launch of its newly separated entities. “It made for one of the most gratifying and rewarding transactions I have ever been a part of,” Gill says. “The transaction was a challenging endeavor for everyone, but the entire company worked tirelessly for almost twelve months to effectuate the spin, a transaction that resulted in two impressive companies singularly focused on their respective industries.”

Gill is now continuing her work with CNX, with a team of four lawyers, a senior paralegal, and a project analyst. Together, they have more than 120 years of experience. That legal department and the entire management team are just a couple of the many things she likes about working for the new company. “We work together toward a common goal,” she says, “providing power to the world, our country, and our communities.”

EX P A N D ING

EDUCATING

AND

By Galen Beebe

After a big acquisition, Zebra Technologies redefined its vision, and in response, Cristen Kogl and her newly merged team redefined the way they work by developing a better understanding of one another

can often be tough coming into an established team as a complete outsider, but it proved to be an advantage for Cristen Kogl when she joined Zebra Technologies Corporation, in 2015.

The company had acquired Motorola Solutions’ Enterprise business in October 2014, for $3.45 billion, so when Kogl arrived, she suddenly found herself the new leader to a legacy Motorola group. It was her independent perspective that allowed her to approach the group and the new company respectfully to find the best solutions for their newly merged work.

“I was the tether that attached back to what was the historic Zebra mothership, even though that’s not where I came from,” Kogl says. “I wasn’t painted with one brush or another. I could just look at both businesses and say, ‘How do we move forward?’”

Since the acquisition, Zebra has transitioned from a product company to an enterprise asset intelligence and

solutions company. In that time, Kogl, vice president, assistant general counsel, and assistant corporate secretary, has worked with her newly merged team— which has grown to include legacy Zebra employees and new hires as well—to wholly restructure certain practices and policies of Zebra’s legal department to take a unified, transparent approach.

Part of her team’s challenge was to integrate Motorola’s culture of rigor and Zebra’s culture of entrepreneurial agility—a task made difficult by the natural initial wariness of counsel from both organizations. “Lawyers are trained to be skeptical,” Kogl says. “As part of our schooling, we look at things a bit cynically.” So, to successfully create a new organizational structure, team members had to assume their new colleagues had the best intentions, even when their priorities appeared different. “Assuming positive intent was a great cultural way to look at what everyone was bringing to the table and say, ‘We’re all doing this for the betterment of Zebra,’” Kogl says.

Her colleagues feel similarly. “After spending ten years supporting various businesses at Motorola, it was a real shift to support an organization that

Cristen Kogl VP, Assistant General Counsel, and Assistant Corporate Secretary

Zebra Technologies Corporation

Rich Chapman

Cristen Kogl (center, brown sweater) stands with many members of the team she helped bring together at Zebra Technologies Corporation after the company acquired Motorola Solutions' Enterprise business.

was genuinely interested in innovative ideas and processes that support the corporation’s goals and fit the ‘One Zebra’ cultural initiative,” says Andrew Soderna, senior commercial counsel for Zebra, who joined as part of Motorola’s Enterprise business.

The legal corporate and commercial practices group is today made up of twelve women and eight men from a range of backgrounds, and this diversity has contributed to their ability to successfully dialogue. “Having people from different backgrounds—be it gender, religion, or national heritage— makes for a more fruitful discussion and getting to a better solution,” Kogl says, adding that teamwork is essential, which, at a company called Zebra, makes sense. “Zebras survive in part because they work together as part of a group. A big part of why we succeed is because we grow and learn from each other.”

To further foster this atmosphere of mutual education, each year, Kogl’s team focuses on one of the company’s five core values: teamwork, accountability, agility, integrity, and innovation. In 2017, its members turned their attention to accountability, asking, “How am I accountable to myself, to my teammates, and to my clients?”

Holding oneself accountable to tight deadlines is admirable but not always realistic, so instead of focusing only on deadlines and goals met, Kogl’s team concentrated on communication.

“There are going to be peaks and valleys in everybody’s work schedule,” she says. “When you have a valley, you can pick up somebody else’s work or take an assignment. But, when you have a peak, you know that to do your best work, you have to have a bit of breathing space and time to be creative and think through the puzzle. It’s about being able to acknowledge that, share burdens, and work collectively.”

Kogl’s colleagues appreciate this atmosphere of continual learning.

“Cristen personifies the phrase ‘lead by example,’” says Pat Kall, senior director and corporate counsel. “She is acutely inquisitive and inspires each of us to learn something new every day and to pass on the information we uncover creating within her team, a collaborative network of experts in many disciplines.”

In addition to reworking its culture, Kogl’s team has reworked many of its processes, including those tied to global nondisclosure agreements. It devised a system based on the contractmanagement program Zebra licenses, which uses smart fields and drop-down texts. This allowed employees around the world to create most of their own nondisclosure agreements (NDAs) without needing to consult Zebra’s legal department. And, for issues that would need the legal department’s input, Kogl trained a group of paralegals. Now, Zebra’s lawyers are involved in less than 5 percent of the more than one thousand commercial NDAs the company does each year.

“We’ve been able to be more effective and efficient by spending the time to think through the process, spending the

“Zebras survive in part because they work together as part of a group. A big part of why we succeed is because we grow and learn from each other.”

navigating the way

Polsinelli congratulates Cristen Kogl, Vice President, Assistant General Counsel and Assistant Corporate Secretary for Zebra Technologies.

We are honored to partner with Cristen and Zebra Technologies in helping to achieve their business objectives.

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time to come up with the right approach while still protecting our interests, and making it easily available for employees to understand how to use it,” Kogl says.

Her team also oversees privacy and security programs for Zebra, and in 2015 it launched an annual summit on the subject. It brings together a crossfunctional team of employees from all regions to discuss privacy regulations and security implications, and like the legal team’s other efforts, it has succeeded by bringing people together to collectively get a better look at the big picture.

Ariel Dvorkis, senior counsel and global channel lead, has experienced this collective global mind-set firsthand. “As Cristen’s team member, I’ve been leading the support of our global channel organization,” she says. “Collaborating with colleagues from all regions, with diverse backgrounds and cultures, we created global templates that make it easier to do business with Zebra on a global scale.”

Kogl continues to be impressed with all that her group is capable of.

“I am amazed at how a team of twenty people is able to engage a company of nearly seven thousand and have such an impact,” Kogl says. “Sometimes you get deeply engaged in the depths of a company and you wonder, ‘Does my work really impact the business?’ At Zebra, it’s so evident that it does.”

American Builders Quarterly highlights leaders and projects on the cutting edge of today’s US building industry.

DO U B L Y

By Stephanie Zeilenga

DIVESTED

Nicole Keen, associate general counsel of the Americas for Smiths Group, details the legal support she provided as her company underwent two major divestments in 2017

a business to grow and move forward, it sometimes has to refocus. Such was the thinking in 2017 for Smiths Interconnect, one of five divisions of UK-based Smiths Group plc, when it decided to make two major divestments: it sold its microwave telecoms business to Infinite Electronics Inc. for £85 million and its power business to Dunes Point Capital for £162 million.

The aim of the divestments was to refocus Smiths Interconnect’s portfolio on its core technologies: technically differentiated electronic components, subsystems, and microwave and radio frequency products. “We continue to make progress in focusing our portfolio to position Smiths Group for long-term growth markets where leading positions can be developed that have innovation at their heart,” Smiths Group CEO Andy Reynolds Smith said in a press release.

Nicole Keen, Smiths Group’s associate general counsel for the Americas,

supported the legal aspects of the divestments and oversaw subsequent reorganization activities. “It was an intense year of work, but it was an interesting opportunity to mix the legal aspects of the job with coordinating and managing business colleagues and giving them the guidance and support they needed,” says Keen, who wore many hats throughout the process. Here, she explains some of the major considerations of the divestments and the subsequent reorganization as well as her role in ensuring they went smoothly.

Managing Stakeholders

Smiths Interconnect’s two divestments involved numerous stakeholders, including internal team members and business heads, external counsel, and consultants who worked in support of the business. Keen played a key role in managing these stakeholders during the diligence process, ensuring each was invested in the process and understood and met expectations. She also kept things moving along by clearly communicating duties and timelines.

“When you’re an in-house lawyer, you’re not just working with other lawyers; you’re also collaborating with sales and marketing, finance, engineering, HR, operations, etc.,” Keen says. “These deals aren’t done by one person; everyone has their part, and it’s important that everyone understands their role and perform it well in order for the deal to be successful on all sides, whether you’re the buyer or the seller. There’s a lot at stake.”

Engaging with all the different stakeholders for a large global company often means waking up to hundreds of emails each day and handling calls from

time zones all around the world, including Asia, Europe, and the coasts of the US.

The unique perspectives and personalities of the stakeholders require Keen to rely on her sharp interpersonal skills, which luckily come naturally to her.

“I’m a people person,” she says. “You have to act with empathy and communicate well with people but also know when to be more assertive to drive people to action.”

Creating a New Order

Each of the divestments was lengthy and involved, and so were the postdivestment reorganization efforts. “Smiths

Interconnect is composed of many legacy legal entities and brands,” Keen says. “A major goal of the reorganization was to simplify internal processes and systems and enhance customer focus, doing business as Smiths Interconnect rather than as individual legal entities.”

To accomplish this, Keen, in coordination with other business functions, worked to consolidate multiple legal entities into a single one.

The consolidation entailed a lengthy list of tasks, including conducting an overall assessment of the impact of the reorganization and the actions to implement it, preparing and filing the underlying legal documents and foreign qualifications, updating registrations and permits, recording transfer of ownership of intellectual property, amending contracts, updating internal systems and templates, and communicating changes to internal and external stakeholders.

“Reorganizations are tricky because while managing and implementing the changes, you also have to support the daily business needs.”

Similarly to her role during the divestment, Keen worked with many parts of the business during the reorganization. “In consolidating and streamlining the legal-entity structure within Interconnect, each of those internal mergers required coordination with various functions,” she says.

Providing Daily Support

Divestments can be disruptive, and it’s all too easy to lose sight of the most important thing: being there for customers. While consolidation activities

Nicole Keen

Associate General Counsel of the Americas

Smiths Group plc

Smith Pachter McWhorter is proud to support Nicole Keen and the team at Smiths.

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White Collar

were going on, Keen also had to keep in mind Smiths Interconnect’s day-to-day operations and ensure the company would be able to move forward successfully. Keen accomplished this by continuing to provide daily legal support to business colleagues, from sales and engineering to HR and finance.

“It’s important to continue to focus on growth of the core businesses because they represent the future of Smiths Interconnect,” Keen says. “Reorganizations are tricky because while managing and implementing the changes, you also have to support the daily business needs, make sure there is no negative impact to the customer, and deal with the inevitable questions and issues that may arise internally.”

Although managing the diligence aspects of Smiths Interconnect’s divestments and the legal aspects of the reorganization required months of hard work, Keen says, she’s grateful she got the opportunity. “The divestments and reorganization called for a lot of late and early hours, but the experience I gained is invaluable,” she says, “I’m grateful to work for a company that stretches its lawyers and offers them opportunities like this.”

SMITH PACHTER MCWHORTER:

“Nicole Keen works hard to provide effective legal support with a focus on ethics and compliance. We are proud to call her a friend and a client.”

—Armani Vadiee, Partner

Claudius Sokenu Stays One Move Ahead

The in-house deputy general counsel for Andeavor has consistently taken the long view—starting with a foresighted decision to join the SEC—to build a brilliant and varied legal career

By David Baez // Photos by Cass Davis

After graduating from Georgetown Law School, Claudius Sokenu watched most of his classmates take lucrative jobs at major law firms. Instead of going into private practice, though, he took a position in the Honors Program at the US Securities and Exchange Commission (SEC), in the Division of Enforcement, because he wanted to get actual investigative and courtroom experience. The decision was an extension of his goals growing up in England.

“I was fascinated with courtroom drama, and my intention was to be a trial lawyer, and so I set out to accomplish that goal,” he says.

His experiences at the SEC have since led him to a position as deputy general counsel, global head of litigation, and global head of compliance for Andeavor, a Fortune 100 integrated-marketing, logistics, and refining company. There, he oversees all the company’s litigation and its ethics and compliance program. In an industry as heavily regulated as the energy industry, that is a major undertaking.

Sokenu’s path from the SEC to a major corporation that would hand him a role of such responsibility was a long one, but he was conscious of how every step would lead to the next. Here’s a look at the strategic route he took, how it helped him develop a broad set of legal and business skills, and how he uses those skills today while working with a team of incredibly smart businesspeople, excellent lawyers, and other professionals at Andeavor.

A SMART PLAY WITH THE SEC

Sokenu’s decision to join the SEC meant deferring the pay of a top law firm for a more modest government

salary. But, because he had no loans to repay from law school, he was able to make a decision that was aligned with his professional aspirations rather than short-term financial concerns.

“We had a number of current and former SEC lawyers as adjunct professors at Georgetown,” Sokenu says. “There was a strong case for going to the SEC before private practice. It was an environment in which one could actually practice law, gain valuable investigative and trial experience, and develop excellent judgment.” For instance, Sokenu recalls taking depositions in his first month at the SEC, in major matters alleging violations of federal securities laws.

In his first year at the SEC, Sokenu had his own caseload, managed his own investigations and court docket, and was the commission’s lead counsel on several high-profile matters. “A junior associate at a law firm would likely not have gotten such opportunities for five years or more,” he says. “I was actually practicing law, and it was a lot of fun. And, that meant that I developed judgment, made decisions significantly earlier—and more consistently—than most of my peers in private practice, and learned through a baptism of fire. At the SEC, there is little, if any, safety net. You learned by doing, and that was scary in the beginning.”

Sokenu’s first couple of years at the SEC coincided with the dot-com boom, which led to a kind of gold rush, with droves of government lawyers flocking to private practice and Silicon Valley. Consequently, Sokenu’s group in the Division of Enforcement saw nearly 100 percent turnover, which worked in his favor.

“As the senior people left, it created opportunities for people like me to handle higher-profile cases,” he says. “Toward the end of my second year at the SEC, I was one of the most senior lawyers in my group of about thirty lawyers. I therefore had seniority and a correspondingly bigger docket of cases that I might otherwise not have had for many years. By the end of three years, I had brought a number of big cases, including the SEC’s first-ever joint Foreign Corrupt Practices Act [FCPA] enforcement action with the Justice Department—against Baker Hughes, Inc., one of the world’s largest oil-field services companies, and KPMG, a big-four accounting firm—and the SEC’s enforcement action against Goldman Sachs for violations of the federal securities laws in connection with the initial public offerings of PetroChina Company Limited, China Telecom, Chinadotcom Corp., and GigaMedia Limited, for which Goldman Sachs served as underwriter. After these and other cases were completed, I felt that it was time to leave the SEC and go into private practice for a new challenge.”

Sokenu had never planned to spend his entire career at the SEC, nor did he have to. The commission has traditionally served as a springboard between government and big law firms. Sokenu’s Honors Program, for instance, was a three-year commitment program. If a lawyer’s goal was to go into private practice, the advice was to leave shortly after the three-year mark. Staying longer, the reasoning went, meant law firms could see the lawyer as too senior to go through the firms’ training but not senior enough to come in as a partner. The other option was to stay at the SEC for several more years and get promoted up

Claudius Sokenu’s Career Accolades

2003: The Minority Corporate Counsel Association names him on its Outstanding Outside Corporate Counsel list

2005: The City Bar Association of New York appointments him to serve on the Task Force on the Role of Attorneys in Corporate Governance

2007: Securities Law360 names him on its 10 Under 40 list

2010: Diversity & The Bar recognizes him as a Leading Law Firm Rainmaker

2011: Main Justice name him on its Best FCPA Lawyers Outside the Beltway list

2011: The National Bar Association’s Commercial Law Section grants him an Outstanding Outside Counsel award

2011 & 2012: Chambers USA recognizes him on its list of America’s Leading Lawyers for Business for International Trade: FCPA Experts, USA

2012, 2013, & 2014: Chambers Global recognizes him on its list of the World’s Leading Lawyers for Business for International Trade: FCPA Experts, USA

2013: The Latin Lawyer 250 ranks him for WhiteCollar Crime and Compliance

2015 & 2016: Benchmark Litigation names him as a Litigation Star

“There was a strong case

for going to

the

SEC before private practice.

It

was an environment in which one could actually practice law, gain valuable investigative and trial experience, and develop excellent judgment.”

the ranks. At that point, a lawyer could look to enter private practice as a counsel or partner. Sokenu opted to stick with the shorter path.

A HOLISTIC SKILL SET

In 2001, Sokenu joined Mayer Brown as an associate and made partner in 2006—an ultrafast track by New York big-firm standards. Stints with Arnold & Porter and Shearman & Sterling followed. Among other firsts, Sokenu was the first black man to be elected a partner at Shearman & Sterling, one of the country’s oldest and most prestigious law firms. Sokenu has been consistently recognized by both Chambers Global and Chambers USA as an FCPA expert and for his investigative, regulatory, and securities-enforcement practice, and he’s also won a number of awards (see sidebar on p. 71).

Sokenu credits his success in private practice to hard work and the mentorship he received from several lawyers who guided his career. “Hector Gonzalez and Z. Scott were great mentors who helped steer my youthful exuberance,” he says. “As I grew in my career and became a partner, I leaned on Michele Coleman Mayes and Ted Wells. In my case, the adage ‘it takes a village’ is particularly apt.”

Last May, after more than sixteen years in private practice and four years at the SEC, Sokenu joined Andeavor. The company does business around the world and is highly regulated, so Sokenu’s scope of experience and steady hand is especially valued. He says there have been two big learning curves for him there: The first was making the transition from private practice to an in-house position. As a litigator in private practice, he would get a case, litigate it, and generally that was the end of it, until the next matter came along. Now he has only one client: Andeavor. “My client needs answers quickly,” Sokenu says. “The speed with which

Claudius Sokenu Deputy General Counsel, Global Head of Litigation, and Global Head of Compliance Andeavor

decisions get made was the biggest surprise for me. The questions are complex. You need to get up to speed quickly to fully understand the business imperatives and the decisions that drive them.”

The second learning curve involved gaining a deep understanding of Andeavor’s industry from a business perspective. Sokenu had represented energy companies in private practice and investigated them while at the SEC, but he knew that being an in-house lawyer would require him to have a deeper and more holistic grasp of the industry. “I quickly realized the things I needed to learn and set about learning them,” he says. “I’m able to take complex information, digest it, figure out business needs, and pick the best option that combines our business and legal imperatives.”

Current and former colleagues and outside counsel that have worked with Sokenu have been equally impressed. “Claudius has the qualities we want to see in a leader of the legal profession: legal brilliance, enormous work ethic, professional leadership, and a collaborative personality,” says Ashish Prasad, vice president and general counsel of eTERA Consulting and a former litigation partner at Mayer Brown, where he and Sokenu first crossed paths. “He is a great role model and an inspiration to his peers and up-andcoming lawyers.”

A TEAM EFFORT

Sokenu adapted to Andeavor’s culture and industry fast, but he’s quick to point out that he couldn’t possibly do all the work he’s been charged with at the company without an incredibly supportive team of lawyers and professional staff. “My team is fantastic, and we collaborate well to find the best answers for our company,” he says. “We also have an amazing general counsel who is constantly challenging us to improve both what we do and how we do it. Every quarter, the litigation team does a ‘lessons learned’ review,

We congratulate Claudius Sokenu, Deputy General Counsel, Global Head of Litigation and Global Head of Compliance at Andeavor, on his stellar accomplishments and recognition by Modern Counsel.

We are proud to partner with Claudius in the pursuit of excellence.

As a leading eDiscovery company, eTERA Consulting is an international, award-winning organization selected by clients to help solve the challenges of complex data projects in the areas of e-discovery, document review, information governance, investigations, litigation, regulatory compliance, and security breach response. Built by the clients, for the clients, eTERA provides customized data-management solutions and services to Fortune 500 companies and the Am Law 100, where legal, data analytics, security, and information technology meet. The firm’s experienced subject-matter experts ensure clientengagement success by using best practices, leading technologies, and proven project-management methodologies combined with exceptional client service. Having passed stringent security audits, eTERA is trusted by the world’s largest insurance, financial services, pharmaceutical, and energy companies as well as those in the healthcare, manufacturing, mortgage, and technology industries, among others. Headquartered in Washington, DC, eTERA maintains offices in Chicago, Detroit, Paris, and Shanghai.

The firm supports the legal community and is a proud sponsor and participant in the Association of Corporate Counsel, the Electronic Discovery Institute, and the Government Investigations and Civil Litigation Institute. These organizations help set the standards and best practices of the legal and technology industries, and eTERA is proud to support them.

The firm understands the importance of data security. Through an extensive security framework, eTERA passes an independent SSAE16/18 audit—along with more than thirty-five corporate audits—annually. The firm secures data through physical and electronic methodologies and maintains active monitoring technologies to ensure compliance. The firm also complies with the ISO 27001 certification and is working toward the HITRUST certification. The firm’s primary, backup, and international data centers have multiple, extensive layers of security to ensure that only authorized personnel have access to clients’ data.

As a data-management provider, eTERA also understands the need to maintain expertise in emerging technologies. The emergence of Office365 continues to change the landscape of e-discovery, with challenges around the management of data in the cloud as well as the new capabilities and limitations of this technology. The firm’s professionals are right at the forefront of legal technology, with specific expertise around the e-discovery center of Office365.

On the international front, the EU’s General Data Protection Regulation (GDPR) has enhanced the data-protection rights of EU individuals, provided for increased enforcement, and extended accountability obligations to data controllers and processors. As the reach of the GDPR extends to any corporations offering goods and services to EU individuals, corporations require data-protection officers and Article 27 representatives who understand the processes and technology for implementing and maintaining GDPR requirements. Furthermore, they require a data-management partner who will help them through the enforcement actions that may occur as a result of the GDPR. The firm’s CIPP/E experts, based in Europe, are already educating, supporting, and implementing these solutions for existing and prospective clients.

The firm has sustained success in delivering first-rate data-management services—and exceptional client responsiveness—is built on its values of quality, integrity, innovation, and creativity.

going over our litigation docket and asking what we did right, what we could have done better, and how we can apply what we have learned to our future efforts.” Sokenu says such preparation is key to the team’s ability to serve Andeavor.

Asked what’s next in his stellar career, Sokenu demurres. “I am fully focused on Andeavor and our journey,” he says. “Together, we are building a great company where our shared value and purpose is very rewarding and makes coming to work a joy. I love working with my colleagues, the legal issues are challenging, the regulatory outlook is interesting, and I am enjoying being a part of an excellent and collaborative team. My singular purpose at the moment is to safeguard the reputation of our people and our company through excellent and timely counsel.”

AKIN GUMP:

“Claudius’s intellect, creativity and pragmatism have enabled him—in working with clients and now outside counsel—to address difficult and complex issues very effectively, producing value-maximizing results in both litigation and corporate compliance contexts.”

—Susan Leader, Partner, and Ashley Crawford, Partner

MANATT:

“Claudius is that rare individual who brings sophisticated real-world private practice experience to his job as Global Head of Litigation and Compliance, merging real litigation chops with sound business judgment. Great to work with!”

—Craig de Recat, Partner

Claudius Sokenu

Deputy General Counsel, Global Head of Litigation & Global Head of Compliance, Andeavor

We are honored to work with Andeavor, and we congratulate Claudius on being selected for a profile in Modern Counsel.

With respect, your friends and colleagues at Manatt.

Built by the clients, for the clients® .

eTERA believes that our clients are what make us great. Congratulations to our friend and client Claudius Sokenu for his outstanding stature and recognition as one of the top litigators in the legal industry. Claudius has had outstanding legal achievements in his career and eTERA is proud to support such an exceptional person.

(HEADQUARTERS)

eTERA believes in the innovative, creative solutions that make for effective discovery data management, but even more importantly, we are committed to understanding the unique circumstances of each client, and providing each client with tailored solutions to achieve successful outcomes. In these challenging and ever-changing times, innovation and creativity are necessary to solve difficult discovery challenges.

eTERA Consulting joins Modern Counsel in recognizing Andeavor’s Claudius Sokenu.

eTERA Consulting has been recognized as a leader in eDiscovery, litigation consulting, managed review, and data and technology management. eTERA prides itself on customized solutions, data management expertise, managed data services and managed review. eTERA provides technology and data solutions in a secured environment with time-tested and proven methodologies. The foundation of eTERA’s success rests on our people and our exceptional client service. As a company, eTERA is committed to a diverse workforce and is a leader in diversity initiatives in the eDiscovery industry. We continually invest in people, processes and technology so that we can better serve clients regardless of size, scope, complexity and location of their projects.

Providing Answers to Get Answers

As the leader of Solenis’s Resource Center, Mark Dugan helps investigate legal queries from other departments, and in turn what he learns informs his M&A work

By David Baez

t’s not unusual for a lawyer at a growing company to be asked to juggle various duties. It’s less common, though, for a lawyer to find a way to merge two apparently distinct roles so that they come to look like one.

At global specialty chemical producer Solenis, Mark Dugan, assistant general counsel, is both a busy mergersand-acquisitions lawyer—the company has completed six major acquisitions in the past three years alone— and the owner of its Resource Center. The Resource Center is not a library or a physical location; it’s instead a group comprising Dugan and a suite of outside counsel that he manages. Together, they field requests for information from many of the company’s functional groups (environmental health and safety, global trade, import-export, product regulatory, etc.), find answers, and deliver strategic legal advice based on their research.

But, rather than look at his Resource Center work as siloed from his M&A duties, Dugan has come to see the two jobs as complementary. He brings what he learns carrying out his Resource Center responsibilities into M&A transactions, and his wealth of M&A expertise

helps him be a more effective leader of the Resource Center. “I look at them as one cohesive role,” he says. “If I didn’t do that, I’d be constantly pivoting from one to the other, and neither client base would get the attention and focus it deserves.”

Dugan calls M&A his professional passion, and he’s been immersed in it his entire career. Out of law school, he joined a Philadelphia-based private firm, in its business law department. In the seven years he spent there, he worked on M&A for companies from a wide swath of industries, from IT to professional sports.

Then, he joined the specialty-coatings company Axalta, and the frenetic activity of the business as it headed toward an IPO allowed him to broaden out beyond M&A. This was an important step in his path toward his ultimate goal of becoming a general counsel, a role in which he thinks it’s ideal to have a specialty while also keeping the mentality of a legal generalist.

“I wanted to make sure the work I did and the roles I pursued didn’t prematurely put me in a narrow skill set,” he says. “My career focus was to try and remain broad while also keeping my M&A experience sharp.”

Mark Dugan , Assistant General Counsel , Solenis

Cozen O’Connor congratulates Mark Dugan for the well-deserved recognition and profile.

Peter J. Fontaine

Co-Chair, Utility, Environmental & Energy (215) 665-2723 pfontaine@cozen.com One Liberty Place 1650 Market Street Suite 2800 Philadelphia, PA 19103

700 attorneys | 27 offices cozen.com

Eventually Axalta went public, and Dugan stayed for three years, until Solenis called. He liked the idea of bringing everything he had learned at Axalta to another private-equity-owned spinoff business— but this time he would be in a more senior role. “I’ve been working with our general counsel and the excellent legal department she built ever since,” he says. “Solenis is an innovative and solutions-focused business, so the legal department has to be equally innovative and solutions-focused in serving our clients. We’re creating a culture of acquisitions, with highly involved global transactions that the relatively small M&A team can’t do without the buy-in from the rest of the business.”

Understanding overall business impact is crucial for an in-house lawyer, who must own the work in a way that a lawyer for a private firm, who works with a revolving door of clients, can’t. At Solenis, Dugan is attached to every deal, from start to finish. He says this has dramatically changed the way he looks at deals and all the things that can help or harm their performance over the long term. And, while he may have initially winced at the idea of wearing two hats, he quickly realized his Resource Center work could help him be a better in-house M&A lawyer.

For one, the relationships Dugan makes with various departments while carrying out his Resource Center responsibilities end up paying dividends when working on M&A. “I try to be very responsive to Resource Center clients so that when an M&A deal is in full swing and we’re doing due diligence on a regulatory matter, for example, I know who the right person in the company is to answer a question,” he says. “The relationship has already been established.”

In turn, Dugan’s Resource Center work has also given him a leg up in striking deals that make sense for all parties. It has allowed him to understand M&A

“Because I touch so many business units in the Resource Center role, I get to see the effect of decisions we’ve made in previous deals. It gives me a more granular view of the impact of our M&A deals.”

transactions from all angles. “The role has helped me appreciate how the different functions of the business are interrelated,” he says. “If M&A is all you’ve ever done, then when you’re negotiating a deal on behalf of the company, you may not see how the things you’re negotiating for connect and will affect the business in the long term.”

As Dugan continues in his dual role, he looks forward to the new things that other Solenis departments have to teach him, and he looks forward to applying more of what he’s learned in the Resource Center to his M&A work. “Because I touch so many business units in the Resource Center role, I get to see the effect of decisions we’ve done in previous deals,” he says. “It gives me a more granular view of the impact of our M&A deals.”

Debevoise & Plimpton is proud to recognize our colleague and client Mark Dugan for his professional excellence and outstanding leadership at Solenis.

Debevoise & Plimpton LLP is a premier law firm with marketleading practices, a global perspective and strong New York roots. We deliver effective solutions to our clients’ most important legal challenges, applying clear commercial judgment and a distinctively collaborative approach.

Where Leadership Meets the Law

By Lori Fredrickson

Since taking the helm of the legal department at Otsuka after a long career in HR, Steven J. Weisel has merged his management insights and knowledge of law to help the company and his department grow

Steven Weisel VP and General Counsel Otsuka Pharmaceutical Development & Commercialization,

Bud Hayman Images, LLC

SSteven Weisel’s time with Otsuka Pharmaceutical Development & Commercialization, Inc., a member of a global group of companies committed to developing and delivering solutions to patients, particularly in the area of serious mental illness, didn’t begin in the business’s legal department. Instead, he initially joined as a human resources professional, after working in HR for nearly two decades.

Steve earned his JD from George Washington University in 1982 and had chosen a career in HR because it felt like a better personality fit. However, as he worked more and more with Otsuka’s legal team on employment issues, the head of that department decided he could add more value to Otsuka as a member of the legal team. The head of HR agreed that Steve needed new challenges to continue his professional growth and development, and in 2005 Steve transferred to the legal department.

A few years later, in 2008, the head of legal moved to a new role in the company and recommended to the CEO that Weisel be the next leader of the legal department. The CEO agreed that his experience made him a perfect fit for the role—a position requiring a legal background, management skills, and a business perspective. “My HR background provided an understanding of organizational dynamics and how pieces of the business and its processes fit together,” Weisel says. “That experience also helped me develop insights into how people work and what motivates different individuals.”

Since assuming leadership of the legal department in 2008, Weisel has used his combined skill set to help align the department with Otsuka’s broader business strategies—first by expanding the size and scope of the department and instituting a client- and

business-focused approach and more recently by introducing new technology, including automation and cloud-based technology, to improve the speed and efficiency of the company’s services. “One of the best things that’s happened with our department here over the past ten years is that we’re seen as a partner that helps the business navigate new legal questions as it fulfills its mission of developing novel and innovative products and solutions,” Weisel says.

In 2008, Otsuka had just three attorneys, including Weisel, so growing the legal department was an early priority. He’s since built up its staff to include twelve attorneys and multiple paralegals and contractors, and he’s organized the team to provide its members with opportunities to work on a variety of issues to support their learning and development. He’s also made the department’s operations more transparent to its Otsuka clients. “I wanted to include people in a way that wasn’t broken into silos,” Weisel says, “so that everyone in the department could be a resource to any part of the business.”

Weisel worked to get management and other departments of the company to include the legal department early in all major business discussions— to help the legal team better understand where the company wanted to go. And, as Weisel worked to get his growing team into meetings—while encouraging its members to be partners in business initiatives, to mitigate legal risks from the outset—he was able to identify and address other areas for improvement.

Specifically, in 2009, he began moving the legal department from its previously paper-driven processes to an automated contract system, one that allowed the company and other parties to see and make changes to documents online. “This created more speed and

“My HR background provided an understanding of organizational dynamics and how pieces of the business and its processes fit together.”

online. At press time, Weisel hoped to have the portal up and running by spring of 2018.

As Otsuka has grown, moving from a small portfolio to a much larger one, Weisel has also focused on how its products and solutions present new legal challenges. “Recently, our parent company received FDA approval of the first digital medicine,” Weisel says. “Because of some of the new legal questions that come alongside such new products, I continue to ensure that our team works closely with key stakeholders as the company embarks on this new journey.”

transparency and gave the members of the legal team metrics to report on, making them better partners and collaborators,” Weisel says. He also embraced his team’s idea of creating a database to track inquiries and responses, which allowed the company to gather more information about calls coming in for various products and improved its ability to spot issues.

His efforts led to his appointment as vice president and general counsel in March 2010. Since then, Weisel has continued to focus on establishing the legal department as a true business partner and ensuring the growth and development of his team. Recently, he asked the team to look for ways to improve the management of corporate records at the board level. It’s currently in the process of implementing a cloud-based portal that will allow Otsuka to share documents with its board members—and allow board members to access records and conduct business

In addition to the many things achieved by the legal team during his tenure, one of the things Weisel is most proud of is the low turnover in his department. Many of his initial recruits for the company are still with the team, and his department has also become a magnet for new talent, largely thanks to its ability to work cohesively toward common goals. “People at Otsuka, including the legal department, feel empowered to innovate and pursue their ideas,” Weisel says. “It’s a great place to build and sustain successful teams. I would not be where I am without the support of a company that sees beyond today and actively encourages its employees to develop to their full potential.”

And, as the company continues to explore new and innovative products and technologies, he adds, “our legal team will also learn and develop to make sure we support Otsuka’s mission of creating new products for better health worldwide.”

MCDERMOTT WILL & EMERY:

“Steve has a team-centered approach to leadership. He empowers and challenges his legal team and outside counsel to provide practical advice and creative solutions to support the company’s groundbreaking innovations and commitment to patients.”

—Vernessa T. Pollard, Coleader, FDA Practice

“We have an obligation to serve.”

In conversation with Bryce Tolefree

By Zach Baliva

One word unites the many phases of Bryce

Tolefree’s life: service. The Wisconsin native grew up in a working-class family where others demonstrated the values of kindness and helpfulness. Then, after completing an undergraduate degree in political science, he enrolled in law school, looking for a career that would unite his passion for service with his competitive personality. He’s worked in corporate law and as a public defender, but today he’s vice president of American Family Insurance’s (AFI) claims legal division. In that role, he’s applying lean management solutions while working to maintain the same level of personal attention and service the company’s clients have come to expect. Here, Tolefree talks with Modern Counsel about why service still matters in the present era and how legal leaders can push for such oldschool values while still impacting the bottom line.

What has made you a believer that customer service and personal attention are so important? I came to this profession because we have an obligation to serve. We’re helping people achieve personal, financial, and professional goals. We exist to serve their interests. That means we have to see customer service and personal attention as critical. You have to think about dollars and cents but also about the impact you are having on people and the community.

How does that play out at AFI?

We’re seeing our customers through the most difficult circumstances in their lives, and if we can do that while treating them as more than a number on a spreadsheet, it shows. It matters.

We’re a mutual company, and that means we don’t have the typical profit-driven mentality. Our policyholders are owners, and our culture is different. The structure allows us to focus more on our customers.

But how does this play out day to day? How does this underlying philosophy actually impact your legal work?

It guides decision-making. As a leader, my first question is always “What do we need to do for the customer?” I think about how to best serve them first. Our leaders demonstrate this in action. Our president and CEO sets the tone. We have a great partner in the UW Health American Family Children’s Hospital, and we support many charities. This shows our employees that the philosophy is real, and it empowers them to make those daily decisions the right way.

You’ve been researching and implementing lean management principles. Why?

Along the same lines, it’s about stewardship. Our policyholders own the company, and we want to perform our fiduciary duty well. These lean management ideas let us enhance our ability to do proactive and innovative work, which means we are delivering results without undue financial sacrifice.

What are some measures that have worked?

The goal is to eliminate waste and allow employees to spend their time on things that benefit the customer. So, again, it all plays back into service. We have offices all over the country. If litigation drags on, it gets more expensive and creates stress. We wanted to decrease litigation time, so we started a controlled experiment, and we found out that these lawyers in different offices were each handling the discovery phase in their own way. We set a standardized schedule that calls for discovery much earlier in the process, and this reduced litigation time as well. We’ve been able to cut off several months of total litigation. We now resolve cases quicker and have created more capacity in our legal department.

Bryce Tolefree VP of the Claims Legal Division

Family Insurance

American

A True Professional

Faegre Baker Daniels congratulates Bryce Tolefree on his hard-earned professional success and commends his years of leadership and service in American Family Mutual Insurance Company’s legal department.

“We’re helping people achieve personal, financial, and professional goals. We exist to serve their interests.”

You mentioned a controlled experiment. Is that how the process works?

That’s the beauty of it, yes. Someone—anyone—can come to us with an idea, and we can test it out in a fixed environment. If it works, then we roll it out wider. If it doesn’t work, then we didn’t damage anything because it was a small and controlled test. It really empowers our staff and creates a safe space for innovation. We have lots of lawyers going to the court for proceedings. We noticed that on any given day, we’d have several company lawyers in the same courtroom for a routine hearing. We used one of these experiments to prove that one assigned lawyer could appear on behalf of the others and free up a ton of time.

What’s surprised you most about going through this?

There are some unexpected benefits for sure. Employees love it because they get to voice ideas and then see the ones that rise to the top really make a difference. Our internal survey scores have gone way up. Legal was in the middle of the pack for company engagement before we did this, and now we have the highest scores. I love it because I know it means our employees are spending more time serving our customers. It’s hard to provide great customer service if you’re too busy.

What’s next?

We’re making progress, but we want to be best in class when it comes to customer service and lean management in legal. We have some of the steps in place, and we’re pushing ourselves to develop new innovations to take us where we want to go.

FAEGRE BAKER DANIELS:

“In our experience, Bryce Tolefree is a seasoned, energetic, and inspirational leader. American Family has recognized those qualities by entrusting him with missioncritical roles in its legal department—where he has excelled.”

—Michael McCarthy, Partner

A Global Approach

Andrew Gratz relies on his business and legal acumen and his diverse set of experiences to support LyondellBasell's strategic transactions around the world

By Will Grant

ndrew Gratz’s mornings don’t start with a casual cup of coffee and a gradual acclimation to the day. Instead, as associate general counsel for LyondellBasell, one of the largest chemical companies in the world, he immediately gets to work responding to the many emails and calls that come in overnight from the company’s offices in Asia, Europe, and other regions of the world. “The minute I open my eyes, it’s go time,” he says. “And that’s what I love about my job.”

Gratz’s resilient attitude in the face of such pressure may be the product of having finally found the perfect role, but it’s one that didn’t come without a great deal of searching. His work supporting LyondellBasell, a $47 billion publicly traded company, is the result of a love of learning and an exploration of several different career opportunities. But, now that he’s found his calling, he’s using his wealth of experience from his time before LyondellBasell and his time with it to

provide advice and counsel in support of the company’s businesses, strategic goals, and initiatives.

For Gratz, the overarching responsibility of his current role is the same as that of his very first job out of college, managing political campaigns: understand the goal, and then make sure every single action the team takes advances that goal. “Any time someone from our business or strategic planning group suggests an idea, I immediately ask, ‘Why? What are we hoping to accomplish? How does this help the company achieve its strategic goals?’” Gratz says. He believes it’s imperative to look at the whole strategic picture and see where an organization is going before taking any actions to try to get there. “Every action you take has to be advancing the goal,” he says. “If you don’t know the why, you can’t effectively develop the how.”

Understanding and achieving organizational goals has been an imperative for Gratz even when his own professional path hasn’t been as clear. Following his

political work, he obtained his law degree and went to work ligating employment-law cases, personalinjury claims, and commercial disputes, but something was off. “I realized that litigation, no surprise, is very contentious,” Gratz says with a laugh. “You’re trying to defeat somebody. Each party is aiming for a different target; there’s no shared goal, and that doesn’t encourage collaboration or teamwork.”

Gratz decided to pursue his MBA at night. “I was going in with the full assumption that once I got that degree, I was going to leave the practice of law,”

Andrew

Gratz

Associate General Counsel of Commercial and Strategic Transactions

LyondellBasell

he says. But, after taking on mergers, acquisitions, securities, and other corporate-law responsibilities in private practice, Gratz realized he’d found his calling. “Being a corporate attorney allowed me to collaborate each and every day and work with people to accomplish the same goal.”

That work led him to LyondellBasell ten years ago, and Gratz has held a number of roles within the company since, his most recent being associate general counsel of commercial and strategic transactions. His global qualifications, though, were first cemented

during a two-year assignment traveling the world as part of LyondellBasell’s compliance team. “Because I had responsibility for managing the company’s global anticorruption and antitrust compliance programs, I had the opportunity to visit all our offices in Asia and many in Europe,” Gratz says. “These visits gave me a true appreciation for the different cultures and viewpoints that contribute to LyondellBasell’s success.”

Those differing viewpoints have to be approached individually and with care. “If you’re in the senior leadership of a global company, you have to understand that your stakeholders have different perspectives as well,” Gratz says, adding that a US perspective does not always take precedence in a global negotiation. He also believes that working to understand different political and cultural views is essential—not only for good business development but for good relationships. “Our employees, suppliers, and customers are everywhere; we buy and sell product everywhere in the world,” he says. “If you don’t understand different cultural norms and differences, you’re not operating as effectively as you can be in a global company.”

Providing legal support for the company’s strategic goals and transactions also means maintaining an effective external and internal network of trusted professionals and colleagues. “I have the privilege of working for and with an amazing group of individuals,” Gratz says. “We depend on and trust each other, which makes all the difference.”

When it comes to his own team, Gratz stresses the importance of understanding not just the different cultures in which LyondellBasell operates but the company’s different products and business lines. “I expect the lawyers on my team to truly understand the businesses they support and talk with our business clients on a regular basis,” he says. It may seem rudimentary, but Gratz places an absolute premium

It is a great honour and privilege to partner with LyondellBasell

We are proud to recognize Andrew Gratz for his outstanding leadership and legal and business acumen. We look forward to continuing our relationship with Andrew and his team.

We congratulate Andrew Gratz, Associate General Counsel at LyondellBasell, on his accomplishments and recognition by Modern Counsel. We are proud to partner with Andy in the pursuit of innovation and excellence.

shearman.com

“If you’re in the senior leadership of a global company, you have to understand that your stakeholders have different perspectives.”

on being able to back up words with knowledge. Understanding the business and commercial dynamics, not just the law, he says, is essential to being an effective and trusted counsel.

And, when it comes to managing his team, he says, it’s important to strike a balance between being a motivator and a mentor. “I try to identify and cultivate each individual’s potential,” he says. “If my team knows I care about them reaching their personal goals, it encourages collaboration and a strong focus on teamwork.”

Gratz says the best leaders never stop learning or evolving, and it’s an ideal he’s committed to, both in the variety of work he’s done and the people he’s worked with along the way. “The idea of being pigeonholed and doing the same thing over and over again doesn’t work for me,” Gratz says. “I truly relish the opportunity to do different things and to challenge myself each and every day.”

SHEARMAN & STERLING:

“Andrew is an outstanding lawyer and a consummate professional. His experience and a thorough and thoughtful approach to transactions and a calm leadership style with large and small transactional teams make him a very effective M&A practitioner.”

—George Casey, Partner

Raising a Helping Hand

By Jenny Draper

Brenda Arndt explains a few of the ways that her philanthropy makes her a better legal leader

When Brenda Arndt isn’t working as a dedicated senior mergers-and-acquisitions lawyer for a major agricultural company, she regularly volunteers for communities in need. “Unlike so many people in the world, I’m not worried about whether I’ll have enough to eat, clothing to wear, or safe shelter,” Arndt says. “It’s really important to give financially, but hands-on volunteering provides a unique opportunity to directly impact and connect with another person.”

Arndt now volunteers locally and internationally, is completing courses in the Leaders Impacting the Nonprofit Community program, sponsored by the Hennepin County Bar Association, and is interested in joining a nonprofit board. Yet, for executives looking to jumpstart their own philanthropy efforts, she advises that even starting small can make a big impact.

For example, when her daughter was younger, Arndt was involved at her school and church and, with her daughter, volunteered at the Interfaith Outreach & Community Partners (IOCP) thrift store. Now that her daughter is off at college, Arndt continues to volunteer at her church and the IOCP food shelf once a month. “You see need right in your own neighborhood,” she says. “Even if it is just working a shift at Habitat for Humanity, Feed My Starving Children, or Second Harvest, you can make a difference. Don’t be afraid to raise your hand for opportunities.”

Arndt believes that helping others is a crucial form of professional development, and here she shares with Modern Counsel what she’s learned from her own experiences.

1) SEEK NEW PERSPECTIVES

As a legal leader who’s often making deals around the world, Arndt says, she leverages her international volunteer work to better understand various approaches to negotiation in different regions. “As a

lawyer, it’s important to get out of your comfort zone and dive into new perspectives and avoid assumptions about the law, which is not universal,” she says, adding that the bulk of her deals now occur in North America and Latin America. “But, at the same time, I’ve found that volunteering in other countries has helped me see how we’re the same at our core.”

For instance, for four consecutive years, since 2014, Arndt has joined a Healing Haiti weeklong mission trip to bring resources and care to communities in need on the Caribbean island. Volunteers care for the sick and elderly, in addition to infants and orphaned children. “Taking the time to connect with people through these volunteer opportunities and learn about their culture or the struggles they’ve faced opened my eyes to where other people are coming from,” she says.

Healing Haiti volunteers also deliver water to locals in Cité Soleil, a Haitian slum where thousands of residents live in extreme poverty. Arndt recalls how people would hurry to the water truck with their five-gallon buckets and the chaos of filling and helping carry the buckets back to their shanties. “It’s hard, physical work but also emotional work to try and digest the scene,” she says. “It really puts my daily challenges into perspective.”

2) IDENTIFY COMMUNICATION STYLES

While Arndt’s philanthropy efforts have introduced her to many different perspectives, they have also taught her to adapt her communication style on and off the job. She cites the memorable conversations she has had while volunteering—including one with a Rwandan genocide survivor and another with a Haitian man learning English to improve his job prospects— as turning points in her own evolution as a leader.

“I’ve learned so much from hearing about people’s experiences and witnessing what’s happening to them,” she says. “It has helped me understand body language,

and at work that translates into more effective negotiating tactics to get the deal done.”

Recently, the legal leader joined Opportunity International on an “Insight Trip” to Africa. The nonprofit organization provides microlending and business training in twenty-two developing countries and has already helped create or sustain more than seventeen million jobs. “They provide loans to business owners, oftentimes women,” Arndt says. “The clients learn how to manage a business and pull themselves up out of poverty.”

In Rwanda and Uganda, Arndt and other Opportunity International volunteers met with business owners who had developed their own businesses, schools, and farms through the program. She recalls one woman whose first loan was for $17. “I saw how a little bit of money makes a huge difference,” Arndt says. “Another gentleman, whom I’ll never forget, was so very proud and thankful to be able to send his kids to school.”

Brenda Arndt

Sarah Morriem

Working with people who have such a strong desire to improve inspires Arndt in her own professional career, and it’s through her conversations with them that she’s become more attuned to individual communication styles and needs and thus better equipped to help her clients achieve their goals.

3) LEARN BY ASKING QUESTIONS

In addition to contributing her time and money on volunteer trips, Arndt is a strong believer in knowledge sharing, so she also contributes her career experiences through mentoring—both for the Menttium organization, to provide leadership development across companies, and for Twin Cities Diversity in Practice, to mentor and encourage law students.

Mentorship played a pivotal role in Arndt’s own professional development. She started her legal career in litigation but then went in-house to take on a brand-new legal area: real estate and finance joint ventures. “The attorney who hired me, who is now our general counsel, really empowered me to ask questions,” she says. “In addition, I was selected to be a Menttium mentee earlier in my career, which allowed me to connect with and learn from someone outside my own company and outside my own field,” she says. Now, as a mentor to high-potential young professionals, she often helps them brainstorm different ways to navigate difficult situations.

“My mentors helped me appreciate that there are multiple ways to approach problems,” Arndt says. “For in-house lawyers, we have to be solution providers. You can’t say no to everything because there may be risk, but you can’t automatically say yes simply because that’s what the business wants. Legal counsel must learn to be advisors who provide practical solutions to reach goals.”

Arndt also extends her legal expertise to nonprofits, including the Minnesota Assistance Council for

“Hands-on volunteering provides a unique opportunity to directly impact and connect with another person.”

Veterans, and to the Nonprofit Tune-up, organized by LegalCorps. “It’s a quick legal-advice clinic for nonprofit organizations to help them set themselves up appropriately,” she says. She also joined the community service committee of the Minnesota chapter of the Association of Corporate Counsel. Her pro bono work keeps her learning, especially when the issues are outside her immediate expertise. Being a lifelong learner means not being afraid to ask questions, she says, whether you’re a mentor or mentee.

Young lawyers often feel they must pay their dues, Arndt says, but the best lesson she has learned is to set boundaries around different aspects of life. “I started out so focused on achievement, checking the boxes and executing deals, but once you retire, you won’t think back on the billion-dollar transactions or the number of deals completed,” Arndt says. “You’ll be thinking about how you worked with your team, how you learned to communicate, how you helped other people in your community. You’ll be able to answer the question, ‘Where did you have a positive impact on others?’”

Cheers to Smart Acquisitions

As young consumers flock to boutique brands, associate general counsel Cindy Chen is helping major wine and spirits company Pernod Ricard USA bring in new strategic partners

By Zach Baliva

Portraits and Product Photos by Cass Davis

Product Styling by Greer Mosher

Jameson, Malibu, Absolut, Kenwood— Pernod Ricard boasts a lineup of some of the biggest names in wine and spirits, collected over the course of nearly fifty years of careful organic growth and relentless acquisition. The global company, based in France, entered US markets in 1975 and spent more than twenty-five years luring the industry’s most recognizable labels to its growing portfolio. Recently, though, changing trends and shifting consumer behaviors have caused Pernod Ricard USA to rethink its approach. The company’s now targeting entrepreneurial craft producers of wine and spirits, and inhouse attorney Cindy Chen and her team are pivoting with it to help it succeed in the modern era.

Millennials drink less but drink better,” says Chen, Pernod Ricard USA’s associate general counsel. Their habits and preferences are driving Pernod Ricard USA to seek a different breed of partner. The company acquired Absolut Vodka in 2008 and Tequila Avion in 2018, but its leaders now also want to capitalize on changes in the market and leverage Pernod Ricard USA’s reach and history to find mutual success with regional outfits such as Smooth Ambler Spirits—a small West Virginian company that makes specialized bourbon. “We’ve started looking for entrepreneurs that we can partner with in a meaningful way, to scale them without losing the essence of who they are and why their story and their brand resonates with consumers,” Chen says.

For Chen, it means a whole new way of doing deals. Instead of going in heavyhanded, negotiating a lopsided deal, and onboarding the acquired company to fit Pernod Ricard USA’s mold as quickly as possible, she must keep the target’s culture

intact and preserve the story and history that have helped it build a dedicated following. “We’re no longer simply looking at how many cases of their product we can sell,” Chen says. “We don’t want to acquire a brand and impose our ways of working. We want to apply our capabilities to their foundation as we learn from one another and do something special in the market.”

This new mergers-and-acquisitions philosophy is one built on symbiosis. Small producers can continue what they do best—making spirits—while Pernod Ricard USA handles risk assessments, audits, and compliance and offers production advice and back-office support. Various legal leaders helped Pernod Ricard USA create a new business unit, New Brand Ventures, through which the company accomplishes these goals.

The relationship with Smooth Ambler is a good example of the sort of mutually beneficial arrangement Pernod Ricard USA now aims for. In 2016, Chen’s team negotiated and closed a deal to take a

“We don’t want to acquire a brand and make them the same as us.”

majority stake in and distribute high-end bourbons created by the West Virginia company. The partnership enabled Smooth Ambler to increase production and grow its regional team, and cofounder and head distiller John Little became CEO and operates the company with its culture and style intact.

Pernod Ricard USA took a similar approach in 2017 when acquiring a majority stake in Del Maguey Single Village Mezcal,

a line of artisanal mezcal launched in 1995 by Ron Cooper. Global mezcal sales had spiked by nearly 300 percent between 2005 and 2015, making Del Maguey particularly attractive for Pernod Ricard USA. And, the partnership will help Cooper take his product to more consumers while preserving the culture and tradition of its production in the Oaxaca region of Mexico. The agreement also left Cooper’s management team and operations untouched.

Cindy Chen, Associate General Counsel, Pernod Ricard USA

EXPERTISE SPOTLIGHT

Globalization of supply chains has grown exponentially, creating an intricate network of support systems enabling and complicating international trade. Companies involved in moving goods across borders need knowledgeable guidance to ensure maximum efficiency and compliance and navigate ever-shifting rules and regulations.

The international trade and supply-chain team of Husch Blackwell, a Pernod Ricard partner, offers a full range of services pertaining to inbound and outbound goods, on matters including customs, export controls, economic sanctions, antidumping and countervailing duties and other trade remedies, logistics, and transportation.

Husch Blackwell’s counsel handle everyday trade and supply-chain matters and develop complex strategies requiring experience with enforcement, lobbying, litigation, risk assessment, and large-scale project implementation.

Husch Blackwell has substantial experience with many industrial and consumer goods, including consumer electronics, pharmaceuticals, chemicals, steel products, food and beverages, and textiles and apparel. Its clients range from large multinationals, major trading companies, and Fortune 500 corporations to smaller privately held entities.

Many of Husch Blackwell’s professionals have experience at key regulatory agencies, including the US International Trade Commission, the US Department of Commerce’s International Trade Administration, and the Federal Maritime Commission. Their collective experience and longestablished relationships worldwide ensure tailored strategies for the companies, individuals and products Husch Blackwell represents.

Chen is a perfect candidate to helm such deals because of her deep background in M&A. She spent seven years focused on such work for Skadden Arps before joining and handling similar matters for Johnson & Johnson. There, she also served as a board attorney for a wellness and prevention service line, for which she coordinated legal services and advised senior leaders on business strategy. “Being a board attorney helped me dip my toe in the waters of general corporate law because I was exposed to legal and business perspectives that must unite in any successful large business,” she says. Today, at Pernod Ricard USA, in addition to M&A work, Chen negotiates distribution contracts, supports tax projects, advises international affiliates on regulatory matters, trains sales teams on compliance issues, creates internal policies, and oversees litigations and investigations.

Outside counsel have also been impressed with her M&A work. “International trade transactions, particularly for highly regulated products, can be complex and associated with significant risk,” says Robert Stang, a partner with Husch Blackwell. “Pernod Ricard’s thoughtful approach is exemplary, and Cindy has been a driving force in the company’s success in that arena.”

With the two recent acquisitions complete, Chen is now focused on fully integrating the new companies through innovation and respect. “We value these new partners and believe that we and our

A History of Pernod Ricard’s Expansion

Forms from the merging of two French rivals: Pernod and Ricard

Aquires Austin Nichols and expands into the United States

Aquires Jameson Irish whiskeys and other spirits through a deal with Irish Distillers

Acquires 39.1 percent of Seagram’s spirits and wine business

Acquires Orlando Wyndham, bringing Jacob’s Creek into the Pernod Ricard portfolio

Purchases Vin & Sprit and Absolut Vodka

Invests in West Virginia bourbon producer Smooth Ambler and acquires Black Forest Distillers GmbH

Takes on Malibu Rum, Perrier-Jouët, Beefeater, and Kahlúa through the purchase of Allied Domecq

Acquires Kenwood Vineyards wine and enters into a joint venture with Tequila Avion

Acquires a majority stake in Del Maguey Single Village Mezcal

Two of Pernod Ricard USA’s latest acquisitions—bourbon producer Smooth Ambler and Del Maguey Single Village Mezcal— represent the company’s shift toward the purchase of craft spirit-makers with established cachet among younger consumers.

Debevoise & Plimpton is proud to recognize our colleague and client Cindy Chen for her professional excellence and outstanding leadership at Pernod Ricard USA.

Debevoise & Plimpton LLP is a premier law firm with marketleading practices, a global perspective and strong New York roots. We deliver effective solutions to our clients’ most important legal challenges, applying clear commercial judgment and a distinctively collaborative approach.

GrayRobinson is proud to congratulate our friend and colleague Cindy Chen for her outstanding accomplishments as Senior Counsel of Corporate & Transactions at Pernod Ricard USA.

GrayRobinson’s Nationwide Alcohol Industry Team focuses on the manufacture, distribution, retail sale and consumption of licensed beverages. The firm’s professionals have experience representing clients in all segments and at all levels of the U.S. tiered system. The Team has one of the largest and highest-ranked alcohol practices in the U.S. (Chambers and Partners Alcohol Beverage Law National Band 1 Ranking).

legacy brands can learn from them—as they can learn from our larger enterprise,” she says. Absolut, Jameson, and others are learning from Pernod Ricard USA’s newer brands at company-wide meetings and global conferences designed to promote collaboration.

More acquisitions are coming, too, and Chen is excited to help Pernod Ricard USA chart its future as she continues to reach for a general counsel seat. Her first years in a broader corporate role have included many challenges, but she’s never regretted stepping away from pure M&A work.

“There were some doubts associated with moving to a new industry and learning an entirely new industry, especially one as regulated as alcohol and beverage,” she says.

“But I’ve learned this: you never grow unless you’re willing to take a leap.”

Conquering Crisis

Kevin Moran joined Tiedemann Wealth Management at the height of the 2008 recession, and since then he’s helped take the company from $2 billion in assets to more than $12 billion

By Randall Colburn

tress. Anxiety. Demanding. These are the words Kevin Moran uses when describing his first year at Tiedemann Wealth Management. It’s not that Moran didn’t love working for the company from the beginning; it’s that he started in 2008, when the US found itself weathering what many economists have described as the worst financial crisis since the Great Depression. But, Moran also describes that year of his career with another word: confidence

“There was nervousness, yes, but also a confidence in what we could do and the services we provided—as well as that we’d come out of it on the other side in a good place,” he says. That confidence proved not to be misplaced, and it has only grown as

Moran has helped the company move in new directions and form new partnerships to expand dramatically in the years since.

Hired as the new general counsel and chief compliance officer of the company, Moran was asked at the outset to help shepherd Tiedemann from being solely a trust company to becoming a broader wealth-management firm. His specific mandate was to get Tiedemann registered as an investment advisor and build out the compliance program for its new advisory role. This way, the company could be “the one call that a client needs to make,” Moran says.

His confidence in tackling this came partly from the firm’s foresight. Because Tiedemann had been “conservatively managed from a balance-sheet perspective,”

he says, it was in a good place to rebrand and build out its service to better serve and build trust among its clientele.

“We wanted to come out of the financial crisis with institutional controls internally, as well as a boutique, high-touch service model for our clients,” Moran says. “It was important for us to give clients the comfort of knowing they were with a firm that was going to be stable, because that was a major concern for clients back then.”

As the economy slowly regained its footing, Tiedemann watched its investments pay off. Since 2010, the company has seen organic growth on both the trust and wealth-management sides of its business, with its assets climbing higher and higher into the billions. This has given Tiedemann the luxury of bringing on

additional advisors and support staff to keep up with the growth.

In addition to its internal controls and client-first approach, Moran also credits the company’s efficiency initiatives with spurring its growth. Roughly five or six years ago, Tiedemann began teaming up with third-party partners in areas such as technology, custody, and other operations. By doing so, Moran says, the firm has been able to focus its own efforts on what it does best, which is working one on one with its clients.

Among its new partnerships is a relationship with Addepar, a Silicon Valleybased company that’s allowing Tiedemann to receive “customized, highly efficient client reporting” that enhances the firm’s high-touch services that much more. “Since the financial crisis, clients have focused more on who’s actually holding their assets,” Moran says. “Partnering with a vendor that allowed us to report on assets wherever they may be held was important to us.”

It also helped make Tiedemann’s 2016 merger with Presidio Capital Advisors easier. The deal helped propel Tiedemann from roughly $5 billion in assets in 2016 to the $12.2 billion it sits at now.

Moran says the merger was only possible because of the steps Tiedemann had taken over its previous years. “Each step was key in allowing us to integrate and digest a large number of clients at one time, which is what happened with the Presidio transaction,” he says. “We brought on a

Kevin Moran General Counsel and Chief Compliance Officer Tiedemann Wealth Management

“There was nervousness, yes, but also a confidence in what we could do and the services we provided—as well as that we’d come out of [the recession] on the other side in a good place.”

Duff & Phelps is proud to congratulate Kevin Moran on being recognized by Modern Counsel

number of new employees, a large number of new clients, and we were able to make it all pretty seamless.”

One of Tiedemann’s goals with the merger was to extend its reach beyond New York and the East Coast. And, now that new offices are sprouting up, Moran says, communication and openmindedness will be key to sustaining the firm’s growth and ensuring it remains a healthy workplace. Looking ahead in his own role, Moran says he’ll be tackling topical issues such as passive investing, shifts in the due-diligence process, and the refinement of cybersecurity.

It sounds like a lot, but Moran wouldn’t want to be anywhere else. He just celebrated his ten-year anniversary with Tiedemann, and he feels fortunate to be part of such an invested group.

“It can be difficult out there for a compliance and legal professional, but here I don’t feel like an arbiter,” he says. “I feel like I’m part of a team.”

Doing Double Duty

By Galen Beebe

EthosEnergy’s Abby Yates shares four best practices for the general counsel of joint ventures such as hers

Abby Yates’s journey to EthosEnergy began years ago, in 2008, with her former company, Wood Group GTS. It was that year that she transitioned from head of litigation to divisional counsel for the energy-services company, and she was swiftly tasked with creating a new divisional legal department.

The work was challenging—“It really was a major stepping stone for me,” Yates says—but it paved the way for a new opportunity when Wood Group and Siemens TurboCare partnered to form EthosEnergy, an independent service provider of rotating equipment services and solutions to the energy, oil and gas, and industrial markets. Yates became general counsel for the joint venture, and the team and skills she had built at Wood Group transitioned with her. “By the time we formed a joint venture, I had a good team around me,” she says, “and so I felt confident in my ability to do the job well.”

Managing the legal function of a joint venture has not been without its own challenges, though, and here Yates offers four pieces of advice for other counsel overseeing such complex entities.

1) REPRESENT THE JOINT VENTURE FIRST

After transitioning from Wood Group to the joint venture, Yates took immediate steps to demonstrate that she was acting in the best interest of her new client, the joint venture, rather than one or the other shareholder. “I made sure to establish a relationship with the Siemens legal department and to go out of my way to ensure that there was not any perception of bias,” she says.

Still, Yates quickly found herself in a position where the interests of the joint venture were not fully aligned with those of one of the shareholders. In that case, “you make the argument as strongly and as coherently and with the same passion that

you would if you were dealing with a completely independent third party,” she says. “All it takes is one of these instances for both of the shareholders to see that I do the best thing for EthosEnergy.”

2) MANAGE SHAREHOLDERS’ EXPECTATIONS

Because Wood Group and Siemens’s interests don’t always align, hammering out agreements can be challenging. Typically, the shareholders agree that what’s best for EthosEnergy is best for them, but when they have conflicting expectations, Yates relies on her advocacy skills to present the best solution for EthosEnergy as a whole and push the shareholders in the right direction. “You have to do your homework, have all your details straight, and present in as dry and unbiased a way as possible the wisdom of the approach on behalf of the joint venture,” she says. “Ultimately, you have to fall back on your training as a lawyer, but you also have to be willing to be a bit unpopular.”

3) REMAIN COMPLIANT

Maintaining accordance with local laws can be complex for a global company such as EthosEnergy. “We take our compliance obligations very seriously,” Yates says. “Integrity is one of our five ethos, so this is not simply about serving a business purpose.”

The company has a trade-compliance and exportcontrol team that reports to Yates, and it also has employees within each business group who attend monthly trainings and outreach to ensure that the business remains compliant. In addition, the compliance team conducts business-ethics training throughout the year and an annual online businessethics test that is mandatory for more than 90 percent of employees.

Abby Yates General Counsel EthosEnergy

“You have to do your homework, have all your details straight, and present in as dry and unbiased a way as possible to demonstrate the wisdom of the approach on behalf of the joint venture.”

The company has strict compliance processes, including multiple business-ethics subpolicies and a restrictive annual process for qualifying its intermediaries, and these and other practices have had company-wide effects. “While we benefitted from having two shareholders with mature compliance programs, we have continued to tailor our compliance program to the specific risks faced by EthosEnergy,” Yates says. “We’ve found that the level of awareness and understanding across the business has vastly improved.”

4) MINIMIZE RISK

One key to Yates’s success has been looking beyond her legal department and establishing liaisons within other business units through an authorized contracts-advisor program. Business units nominate experienced commercial managers who, once accepted, complete a training course on EthosEnergy’s contracting policy and then, shadowed by a lawyer, complete at least ten contract

redlines before sitting for a certification exam. Once they are certified, the advisors work alongside the legal department on future contracts. “They are our local representatives sitting in the businesses,” Yates says.

Because these employees work directly in the business units and have substantial commercial experience, they are better positioned to identify potential risks and evaluate the practical applicability of contracts’ terms. “It makes for a better contracting structure, but it also creates this relationship of trust with a person that sits in the business,” Yates says. “They’re much more likely to pick up the phone and call the legal team. It is often through this relationship that we know about risks before they develop.”

THE KULLMAN FIRM:

“Abby is a savvy problem solver who is always thinking outside of the box. Her creative leadership and dedication are unparalleled, and she is truly an asset to EthosEnergy and her team.”

—Sam Zurik, Shareholder

Stepping Up onto the Global Stage

Geoffrey R. Hartenstein, general counsel of Werner Co., helps make sure the company remains compliant worldwide as it sells its ladders and other equipment in more regions

By David Levine

TTen years ago, Werner Co., a Pennsylvania-based, privately held manufacturer of ladders, was a $300 million company, with nearly all its sales in the US. Today, it’s one of the world’s leading producers of all types of climbing and access equipment, with a diversified product line that includes secure-storage and safety products and light-duty construction and logistics equipment, and its annual sales total about $1.2 billion.

Geoffrey R. Hartenstein, general counsel, has played an important role in making that impressive expansion possible. He and his team have worked to ensure Werner’s compliance in the more than a hundred countries in which it now sells its products, and to make the work easier, they’ve also worked to better integrate their outside counsel and integrate themselves into other aspects of the business.

Hartenstein’s path to Werner stemmed from a love of his hometown. A born-and-bred Pittsburgher, Hartenstein graduated from the University of Pittsburgh and Duquesne Law School. After working for a big law firm in the city, he went in-house with Westinghouse Electric, and when Westinghouse considered moving him to another location, he sent his resume around, preferring to keep his family where it’d always been. He got a call at home late one evening, from someone at Werner—a company he barely recalled applying to. “I told the guy, ‘Sorry, I don’t remember who you are,’” he says with a laugh. “He said, ‘Go to your garage and look at your ladder. That’s us.’”

Courtesy of Werner Co.

An electrician does his work with assistance from one of Werner’s L7300 series stepladders. The company got its start in the ladder-making business but has since branched out to make a variety of job-site products.

Modern Counsel

Ansel Schwartz proudly congratulates Geo ery Hartenstein, Vice President, Secretary and General Counsel of Werner Co, on his well-deserved recognition by Modern Counsel for his success and achievements. It has been an honor and a privilege to be part of Geo 's outstanding legal team for many years. He is a leader who inspires loyalty and excellence in all who work with him.

Ansel M. Schwartz Attorney

At

Law

The Werner family still ran the business then, but in 1997, it sold it to an investment firm in New York. In 2006, the company went through bankruptcy, and five hedge funds bought its assets and formed a new company in 2007, naming Hartenstein as general counsel. “That’s when all the international growth and diversification really took off,” he says.

The company, which was sold again in 2017, to a German equity firm, now generates about a third of its sales overseas. A similar percentage of its sales comes from nonaccess equipment. “We transitioned the company away from only selling ladders and being reliant on the major home centers—like Home Depot and Lowe’s—to something worldwide,” Hartenstein says. Some of that expansion came from acquisitions in the UK, France, Germany, and other markets. The company also launched its products in China, Canada, and Australia, among other locales.

Hartenstein and his team are responsible for meeting the different compliance and safety regulations in each country. “Products complying with American standards aren’t necessarily transportable to other markets,” he says. “We have to closely work with other departments to make sure we put out safe and compliant products for those other markets.”

The legal team works directly with engineers, performs regulatory assessments to make sure products are up to various regional codes, looks for intellectual property opportunities, monitors claims management, and more. “We are not a large group: three lawyers, three paralegals, three claims administrators, two in product engineering, and a director of risk management,” Hartenstein says. “So, we needed to integrate ourselves in the business and understand the markets we are going into. The analogy is like a journalist being embedded in the military. We try to get embedded into the business.”

He also relies on outside counsel. “We don’t have lawyers all around the world, so we try to make long-standing relationships with our outside firms,” he says. “You want to get your outside counsel to be part of your team and business.” He mentions a particular group of outside counsel in product liability that have worked for Werner for more than thirty years. “We brought them

“Products complying with American standards aren’t necessarily transportable to other markets.”

to our Mexico plant a few years ago so that they could see our manufacturing processes and inspection techniques,” he says. “It’s all part of integrating them into our process.”

Working overseas also means keeping up with other regional business concerns. Data protection, for example, is more important in Europe than in the US, according to Hartenstein. “We have had to adjust our policies to meet their regulations,” he says. Laws regarding corruption and the sourcing and procurement of workers also are different overseas, and Hartenstein counts on outside counsel for these issues. “Our Chinese counsel has been with us for ten years or so,” he says.

The bottom line for Hartenstein is trying to create a culture where the legal department is seen as part of the business. “We are not just a place to go to find out: ‘Can we do this or not?’” he says. “We want it so that other departments are not afraid to come into our offices. In-house lawyers always tell you that you have to know the business, and that is true. However, the fun part of this job is to truly be a part of the strategic team and be involved in the business, rather than just providing legal services. That has been particularly fun for me.”

MCDERMOTT WILL EMERY:

“Werner has transformed itself, under Geoff’s leadership, from a family-owned ladder producer into an international safety-products company. Geoff has successfully handled a wide range of complicated legal issues. We are proud to have had the opportunity to work with Geoff and his team throughout this period.”

—Ray Jacobsen, Head of Regulatory and Governmental Affairs

TOULET & GOTTFRIED:

“Geoff Hartenstein has masterfully managed the legal and human resources departments of Werner world-wide. As outside counsel, it has been a pleasure representing him. We have truly enjoyed his leadership, confidence and keen legal instincts.”

—Alejandro Toulet, Partner

People & Companies

BRENDA ARNDT, P97

CINDY CHEN, P102

Senior Counsel of Corporate & Transactions

Pernod Ricard USA

ROBERT STANG Partner

Husch Blackwell LLP 202.378.2334 robert.stang@huschblackwell.com

Robert focuses his practice on customs and international trade law, bringing over 30 years of experience to a range of issues affecting inbound and outbound goods.

MARK DUGAN, P80

Assistant General Counsel Solenis

NEIL FALIS, P46

General Counsel for Corporate Transactions Willis Towers Watson

STEPHANIE GILL, P52

VP, Secretary, and General Counsel CNX Resources Corporation

ANDREW GRATZ, P93

Associate General Counsel of Commercial and Strategic Transactions LyondellBasell

GEOFFREY R. HARTENSTEIN, P120

General Counsel Werner Co.

QUINN JOHNSON, P10

Chief Litigation Counsel Arconic

RICHARD F. HANS

Managing Partner DLA Piper LLP 212.335.4530 richard.hans@dlapiper.com

Richard Hans is a litigation partner and Managing Partner of the New York office of DLA Piper, representing global entities in complex, often cross-border disputes.

COURTLAND REICHMAN

Managing Principal McKool Smith 650.394.1401 creichman@mckoolsmithhennigan.com

Courtland Reichman is a trial lawyer at McKool Smith, where he tries high exposure cases and hosts a podcast called Behind the Trial.

NICOLE KEEN, P62

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CRISTEN KOGL, P56

VP, Assistant General Counsel, and Assistant Corporate Secretary Zebra Technologies Corporation

LAUREN LEAHY, P32

Chief Legal Officer

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KEVIN MORAN, P114

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WESLEY MULLER, P28

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CARRIE PARIKH, P16 VP of Legal Wyndham Hotel Group

PAUL RODRIGUEZ, P40

Chief International Counsel and Chief IP Counsel

RRD

CLAUDIUS SOKENU, P68

Deputy General Counsel, Global Head of Litigation, and Global Head of Compliance Andeavor

SUSAN STEINTHAL, P21

Deputy General Counsel and Head of Consumer Banking Legal Citizens Bank

PARTNER CONNECTION

GREGORY J. LYONS

Partner, New York Debevoise & Plimpton LLP 212.909.6566 gjlyons@debevoise.com

Gregory Lyons focuses his practice on serving the needs of financial institutions, as well as private equity and other entities that invest in financial institutions.

BRYCE TOLEFREE, P88 VP of the Claims Legal Division American Family Insurance

STEVEN WEISEL, P84 VP and General Counsel Otsuka Pharmaceutical Development & Commercialization, Inc.

ABBY YATES, P117 General Counsel EthosEnergy PARTNER CONNECTION

ASHISH PRASAD Vice President and General Counsel eTERA Consulting 312.282.0609 aprasad@eteraconsulting.com

Ashish Prasad is a leading expert on eDiscovery, and specializes in strategic partnering with legal departments and law firms to address eDiscovery issues.

For our cover feature, photographer Cass Davis and designer Greer Mosher had some extra fun conducting an in-house photo shoot with impromptu hand model Juliet Desnoyer (a designer for our sister publication, American Builders Quarterly).

Cass Davis