Counterfeit merchandising is a multibillion-dollar illegal industry, and Major League Baseball’s Tanya Fickenscher is shutting it down on the front lines
Entering the
In Modern Counsel’s very first section on private practice, six attorneys tell their stories of handling everything from high-profile litigations to complex estate planning P58
P10
Summit Materials has completed more than sixty acquisitions in its history, the latest with help from Chris Gaskill and his legal team
P21
Julia Brncic details her three-step methodology for handling higher workloads without compromising efficiency at Express Scripts
P51
Audrey Boone Tillman’s keen understanding of cultural differences led her to great success in better corporate governance at Aflac
Jamal Edwards is bringing an entrepreneurial mind-set to legal at EM3
P75
Manya Deva Natan explains the ins and outs of estate planning and why it’s important
P87
William C. Callaham’s forty-five-year law career is built on his impeccable reputation
P94
How Chris Lacy relied on his skills to help Southwestern Energy persevere in a multimillion-dollar class-action lawsuit
P107
Zamira Zapata brought more than just legal skills to her role at Diageo
P114
Alison Wisniewski’s legal team has guided Epiq through major growth— and plans to help it keep expanding
P146
Tanya Fickenscher is leading MLB’s efforts to keep counterfeit merchandise off the streets and out of the grandstands
P160
Molly Treese helms corporate governance at data-analytics firm Teradata P170
A conversation with Continental Tire’s Steve Liccione, who brings a multitude of experiences to his current role
Caveat Venditor
Back in 2014, I was lucky enough to get the chance to see my and my father’s favorite baseball team, the San Francisco Giants, in a pair of World Series games in their home stadium, AT&T Park. We went together, my dad and me, and given the cost of the tickets and the likelihood of another Giants World Series anytime soon (especially one that both of us would have time to make it to), it felt like the right time to buy something to remember the occasion. So, I purchased myself an official commemorative jersey, with a patch for the 2014 World Series affixed to the sleeve, and now I wear it anytime I’m watching my team, even if only on TV.
I kept thinking back to my shirt as I was reading this issue’s cover story, “Playing Hardball with Counterfeiters” (p. 146), on Tanya Fickenscher, vice president and deputy general counsel for Major League Baseball. As the league’s memorabilia market moves online, counterfeiters are doing the same, so Fickenscher and her team are collaborating with law enforcement, independent investigators, and the other major sports leagues to track and stop them. Their work has helped shut down everything from major silk-screening operations to illegal internet distributors selling thousands of poorly stitched ball caps. More importantly, though, it has helped protect fans like me from knock-off merchandise that they’re likely to be disappointed with.
And, speaking of protection for those who need it, our new Private Practice section (p. 58), which we hope to make a recurring section in future issues, features three attorneys—Paul Matiasic (p. 60), Javier Espinoza (p. 80), and William C. Callaham (p. 87)—working to litigate cases for vulnerable plaintiffs who’ve experienced personal injury, a wrongful death, or worse. Others in the section have come up with innovative ideas in estate planning and firm management.
I hope their work—and the work of others in the issue—inspire your next big idea in the legal field.
Geoff George Senior Editor
VP, Deputy General Counsel, and Assistant Secretary, Summit Materials
By Will Grant
Summit Materials is growing at an explosive rate through acquisitions, and Chris Gaskill and his legal team are ensuring that it integrates its new companies with care
THE IMPLOSION OF SEVERAL highprofile banks, a worldwide recession, and some of the shakiest economic ground in American history made 2009 a trying year for even the most seasoned of businesses. For Summit Materials, though, a Denver-based construction materials company, 2009 was something else entirely: a beginning—and an auspicious one at that. What vice president, deputy general counsel, and assistant secretary Chris Gaskill describes as a company founded that year around a kitchen table quickly began a virtually nonstop acquisition process of dozens of construction companies, some with histories dating back more than a hundred years.
As only the second in-house lawyer, hired in 2015 (the same year Summit went public), Gaskill has been tasked not only with helping manage
the company’s acquisitions but also every other responsibility that may have legal attached to it. “There’s a lot of work to go around, and to truly gain your colleagues’ trust and confidence, you have to be extremely available and responsive,” he says. “I think we’ve performed admirably in this matter, and it makes having a passion for the business and the folks we work with an absolute necessity.”
Gaskill came to Summit after amassing legal experience at Western Union, Cardinal Health, and Simpson Thacher & Bartlett, and he’s found the entrepreneurial spirit at the company—as well as the leaders from the businesses it has acquired—both empowering and inspiring. “It really is a lot of fun getting to know a lot of these entrepreneurs who started their own companies; just learning from them and being there as
Since its 2009 founding, Summit Materials has completed more than 60 acquisitions, gone public, and amassed 3.3 billion tons of proven and probable aggregate reserves. Here’s a year-by-year look at the company’s radical expansion.
Receives a capital commitment from the Blackstone Group and makes its first acquisitios
Makes twelve more acquisitions, establishing its presence in the cement industry, and moves into five new states
Secures eight more acquisitions
Makes eight acquisitions and enters the Houston and Midland, TX, markets as well as the Vancouver market
Has its IPO in March and makes four more acquisitions, including a cement plant in Davenport, IA
Blackstone ends its investment, but the company makes nine more acquisitions, including purchasing Boxley Materials Company
2017
Deploys $400 million spread over fourteen new acquisitions in its busiest year to date, and its revenue reaches $1.9 billion
a resource is something that’s been very rewarding,” he says.
While the workload may seem intense—Gaskill’s legal team has cemented fourteen acquisitions in the past year alone—it’s part of what drew him to the position, particularly as a lawyer who enjoys making deals. “I knew, coming to a place that was expanding this fast, that there had to be a real entrepreneurial spirit among everyone, no matter the function,” he says. “Everyone has to buy into this vision of growing quickly but wisely and having your own ideas about how to expand the business.”
Gaskill says that the inherent nature of Summit and what it provides is part of the reason it’s been able to grow so fast. “The business itself is incredible,” he says. “The materials we provide and the services we perform really are the backbone of the infrastructure in the markets we serve. Additionally, my CEO, Tom Hill, has always said that one of the greatest aspects of our business is that we are able to provide jobs to hardworking people that enable them to feed their families. This is a responsibility all of us here take very seriously.”
As Summit has continued to grow, Gaskill and his team have endeavored to streamline its integration of newly acquired companies—without stifling the spirit of each company. “When we acquire a company, we are very careful to respect their way of doing things,” he says. “Some of the businesses we have acquired have been family owned for dozens of years; they know their markets and business best, and we at Summit are extremely cognizant of this.”
Outside counsel Gaskill works with, including Steven R. Shoemate, a partner with Gibson Dunn, are impressed with
“When we acquire a company, we are very careful to respect their way of doing things. Some of the businesses we have acquired have been family owned for dozens of years.”
Gibson, Dunn & Crutcher, a Summit Materials partner, is a premier, full-service international law firm and recognized leader in representing companies ranging from start-up ventures to multinational corporations across diverse industries from industrial, manufacturing, technology, and financial institutions to service companies and government entities. The firm advises its clients on some of today’s most complex, challenging, high-profile, and transformative transactions and matters around the world, handling every aspect of corporate transactions and counseling, private equity, mergers and acquisitions, litigation, crisis management, corporate governance, regulatory law, antitrust law, business restructurings and reorganizations, tax law, employment and labor law, intellectual property and real estate law, and many related practice areas.
Consistently achieving top rankings in industry surveys and major publications, Gibson Dunn is distinctively positioned in today’s global marketplace, with more than 1,200 lawyers and twenty offices located in major cities throughout the United States, Europe, Asia, the Middle East, and Latin America.
Simpson Thacher has been privileged to partner with Summit Materials on numerous capital markets transactions, including its 2015 IPO as well as ongoing public-company advisory and corporate-governance work. The firm’s publiccompany advisory practice (PCAP) works closely with Summit Materials as well as numerous other US and non-US public companies on all aspects of their compliance with US securities laws and the listing requirements of the major US exchanges. The PCAP is built of an established team of partners, counsel, and associates who are devoted entirely to ongoing public-company representation and dealing with the issues public-company clients face on a daily basis. The firm offers each of its clients a dedicated team of attorneys from the PCAP who know and understand the clients’ businesses and are committed to serving them. The extensive experience of the PCAP and Simpson Thacher’s client-team approach allows the firm to leverage its knowledge of evolving industry and market practices from across its advisory platform to provide its clients with timely and costeffective advice.
The lawyers in the PCAP routinely assist publiccompany clients with ongoing SEC reporting requirements, appearing on their behalf before the SEC and counseling clients with respect to the requirements of the New York Stock Exchange and the Nasdaq Stock Market. They also advise clients on board and executive compensation, corporate governance, internal controls, disclosure controls, and procedures and compliance with beneficial-ownership reporting requirements and the short-swing profit-recovery rules. In addition, they regularly review with clients their defensive profiles and counsel boards of directors and board committees on significant transactions. When circumstances warrant, they also bring a depth of judgment and experience to the conduct of internal investigations and help clients respond effectively to formal and informal inquiries from the SEC and other governmental authorities.
his careful approach to acquisitions. “Chris’s ability to identify the important issues in negotiations and apply his business acumen as well as his technical legal skills is a game changer, given the pace and complexity of Summit’s acquisition strategy,” Shoemate says.
Gaskill admits that it might make for less work on the weekends if Summit were to simply embrace a more “do-ordie” mentality, but he counters that Summit’s decentralized model is simply the better way to operate. “From a legal perspective, that means each time we acquire a company, it’s like getting a brand-new client with its own unique approach to how we do business,” he says. “We have learned how to provide a great level of service, ensure compliance, and become trusted business partners, all while being mindful of how each of our companies does business. It’s a challenge, but it’s one we absolutely embrace.”
One of Gaskill’s main focuses lately has been working to make the legal group more than the “department of no.” “When I first arrived, I made sure to get out to see as many of our operations as possible, to know the plant managers, and to make sure they knew I was there to help them accomplish their goals,” he says. “I think ultimately I want to make sure that the legal department is positioned at the center of all our business decisions. I think the role of in-house counsel can evolve from being boxed in to really being able to expand to more strategic and more organizational thinking.”
As Summit pursues more acquisitions, Gaskill says, it will be important for the company to continue to spend time listening rather than laying down the corporate line. He believes that most successful integrations come
down simply to matters of humanity. “The point is, you have to be humble,” he says. “It’s important that we keep reminding ourselves that though we have a lot of talent and expertise here already, we can always learn more. It just requires more flexibility, being adaptable, and, frankly, being willing to put in more time.”
A willingness to put in the time sums up the entrepreneurial spirit of Summit well, and it’s why Gaskill is so optimistic about the company’s future. “We are not a goliath of our industry,” he says. “We are relatively small com pared to the other public companies, but that makes us scrappy and hungry and want to prove ourselves.”
Constangy Brooks Smith & Prophete:
“I have worked with Chris in navigating thorny employment issues, including high-stakes, highly sensitive workplace matters. Chris has a keen understanding of the complex dynamics inherent in workforce management and brings a practical, level-headed approach and a fresh perspective to problem-solving. I am honored to be one of his trusted advisers.”
—Jim Goh, Managing Partner, Denver
Simpson Thacher & Bartlett LLP:
“Chris Gaskill brings incredible determination, energy, and sound thinking to each project. I have the pleasure of working closely with him on various matters and am amazed at his skill in seeing demanding projects through.”
—Edgar Lewandowski, Partner
Akerman is a client-driven enterprise, recognized by Financial Times as among the most forward thinking law firms in the industry. We are known for our results in middle market M&A and complex disputes, and for helping clients achieve their most important business objectives in the financial services, real estate, and other dynamic sectors.
akerman.com
congratulates
Christopher Gaskill
Vice President, Deputy General Counsel & Assistant Secretary
on his accomplishments and recognition by Modern Counsel
Simpson Thacher Proudly Supports the Work of Chris Gaskill, Vice President, Deputy General Counsel at Summit Materials, Inc. and Congratulates Him on His Recognition in Modern Counsel
By Jeff Silver
Charles Wilkinson has developed a global rapid-response approach and implemented new technologies to protect Ashland Global Holdings’ growing international business
WHEN CHARLES WILKINSON joined Ashland Global Holdings in 2007 (when it was known as Ashland Inc.), 55 percent of the company's revenues were from North America, and it was in the process of transforming from an oil-and-chemicals company into a specialty-chemicals company. From 2007 to 2017, it divested its distribution, water technologies, and motor oil lines of business and acquired several specialty-chemical companies, which by 2017 resulted in 60 percent of its revenue coming from outside North America. This evolution made it imperative that Ashland improve its global trade practices in areas such as import and export control, sanctions compliance, and third-party due diligence. And, as the scope and volume of Ashland’s global trade has increased, says Wilkinson, now chief counsel of international trade and anticorruption compliance, the company has also introduced what he calls “twenty-first-century solutions.”
Wilkinson became closely involved with these efforts in late 2009, when, after having handled some significant international trade issues, he developed a white paper that recommended establishing a global trademanagement function. “Initially the idea of a global trade group was greeted by some people with skepticism and questions like, ‘Why can’t we just keep doing what we always have?’” Wilkinson says. But, after careful evaluation and planning, Ashland established a global trade group in June 2010. It has since grown to become a team of in-house experts around the world who are principally responsible for day-today management of global trade.
Wilkinson considered establishment of the group a significant step
forward that could lead to great benefits for Ashland. For example, it recently implemented a technology to determine preferential trade treatment for the company's products, thus saving it millions of dollars in duties. But, Wilkinson also realized, as the business grew internationally, that there was a need to identify employees who could be called on at a moment’s notice to help mitigate risks and address pressing issues in specific locations around the world. He likes to call these employees a “rapid-response team.”
When regional issues arose previously, employees from different groups were sometimes pulled together, but they weren’t always working in a holistic manner to address the many aspects of a problem and develop a solution—or understand the ripple effect that can be created by a solution. Now, for example,
if an order is detained at a border by a customs agency, a group of experts is called upon to take action: a regional commercial lawyer looks into the terms and conditions of the sale, logistics and global trade personnel determine how best to deal with the customs broker involved with the activity and the government agency that detained the goods, and accounting personnel can determine the payment status for the transaction. All this helps develop information necessary for the company to work more collaboratively with the customer to resolve the matter.
Now, in addition to global trade personnel in the United States, Europe, China, and South America, Wilkinson can call upon employees in those regions who have the requisite expertise and who he knows can assist with international trade issues. “They have
Charles Wilkinson Chief Counsel of International Trade and Anticorruption Compliance Ashland Global Holdings
a rapid-response mentality,” Wilkinson says. “They know that if I call, I urgently need their help.”
According to Wilkinson, requisite expertise includes understanding laws and regulations that apply to international trade as well as traditions and protocols of local cultures. He therefore provides training to employees involved in aspects of international trade and business, including sales and marketing, HR, auditing, customer service, logistics, and finance and accounting. He developed a four-hour in-person, interactive training course that covers anticorruption, international trade and payments, and the company’s third-party due-diligence system. Included in these subject areas are subtopics such as local anticorruption laws and the Foreign Corrupt Practices Act, export licensing, monitoring of the international financial system, US antiboycott laws, and the roles of local government agencies and US government organizations such as the Bureau of Industry and Security, the Securities and Exchange Commission, and the Office of Foreign Assets Control in cross-border transactions.
The training materials are provided in employees’ local languages, and Wilkinson has help from his global trade group and local offices to make certain the message isn't lost in translation. Wilkinson believes the training facilitates business growth by helping trainees understand and mitigate risk, recognize potential issues, and know appropriate follow-up steps. He also emphasizes to trainees that they have resident experts in the global trade group and himself to contact with any questions or concerns they have, and they can always call Ashland’s ethics and compliance hotline for matters involving anticorruption and global trade.
In addition to rigorously training its own workers, Ashland now reviews and approves third parties such as distributors, sales agents, consultants, advisors, freight forwarders, and customs brokers through a web-based due-diligence system from Securimate. The system replaces a paper process. Through use of dedicated URLs, Ashland employees request due diligence, and third parties are invited to complete an extensive due-diligence questionnaire, and this data is then used by the system to assign a risk level for determining the type of investigation required for the third party. The technology continuously screens against 280 databases worldwide and has reduced the time for due-diligence processing by 50 percent.
All this is helping Ashland conduct its work more swiftly on a worldwide scale. “The global trade rules and regulations can change daily,” Wilkinson says. “It’s important that we have both the awareness and tools in place so that we can quickly and effectively address issues anywhere in the world.”
Steele Compliance Solutions, Inc.: “Charles does a masterful job of effectively managing Ashland Inc.’s international business and anti-bribery/anti-corruption program. Collaborating with Charles is truly an honor, and we are grateful for his partnership.”
—Tony Charles, Chief Client Officer
Lee & Ko:
“Lee & Ko is proud to partner with innovative and business-centered counsel such as Charles Wilkinson and his legal team at Ashland in Korea. Charles is a global lawyer who drives great outcomes for Ashland with his ability to manage cross-border disputes and complex international transactions.”
—John Kim, Partner
After a major merger, Express Scripts’ Julia Brncic methodically built up her team to account for a heavier workload while maintaining its cost efficiency
By Lori Fredrickson
OVER THE SEVEN YEARS that Julia Brncic has spent building a legal operations team at Express Scripts, she has seen directly how valuable such an in-house department can be for an organization. “We methodically gather and analyze information quickly by following a process-oriented approach that allows us to work smarter,” the vice president and deputy general counsel says.
Brncic speaks from experience when talking about working methodically, too, because she grew her team during a time of massive change for her company as a whole. In 2012, Express Scripts merged with Medco, and the $29 billion deal more than doubled Brncic’s workload. She was then assistant general counsel, and as her small team worked to keep up with the new demands, her general counsel suggested that she might need to hire more attor-
neys. For Brncic, who was then also obtaining her MBA from Washington University, something clicked. “I said, ‘I don’t need more trainees,’” she says. “I needed project managers.”
Brncic applied her new operations knowledge to her established legal expertise to build a team that has since gone on to thrive, recently receiving a Value Champions award from the Association of Corporate Counsel. Here are a few of the key ways she did this.
When Brncic was first dealing with the additional workload of the merger, one of the things she realized was that she needed a team that understood where data was in the newly combined company and how to get it. “Attorneys
and traditional paralegals that I might hire from the outside will not have done this type of work, most likely,” Brncic says.
So, she focused on building her team from other departments, starting with the office of project management. Next, she hired a consultant to map out processes, which created roles that were filled by members from other departments such as internal audit, finance, and supply chain.
To make sure the team members were always on the same page, she created standard operating procedures for case management that would ensure that everyone on her team—as well as outside counsel—would have a plan from the outset. She also compiled playbooks on the different types of litigation the company had frequently seen over the past twenty years. “Having playbooks enables you to comprehensively get new attorneys up to speed efficiently instead of reinventing the wheel,” Brncic says.
Brncic recognized that the amount of structured and unstructured data that had to be collected in litigation could be overwhelming. “This is a very complicated and technical business,” she says. “There’s a lot of information, and you need to understand its context.”
She established a process where data is collected throughout the team, with different focus areas based on team members’ familiarity with the business units, custodians, and data. After collection, various steps are taken to reduce the volume of data before review by outside counsel. “You want to identify relevant information from the outset to avoid spending money for reviewing data that isn’t,” Brncic says.
A process-driven approach has also enabled the team to work more swiftly. Brncic mentions a recent project to gather data for the Antitrust Division of the US Department of Justice, during which her team was able to collect more than eight terabytes of data in less than a month. The speed has led to substantial cost reductions.
Brncic received substantial pushback internally and externally when she first proposed building out her legal operations team. “This has since become a hot topic in the legal field, but at the time we were unique in what we were developing
VP and Deputy General Counsel Express Scripts
and people were not convinced it could work with litigation’s unpredictability,” Brncic says.
She focused on showing how the new model decreased litigation costs, improved the speed of getting and analyzing information, and ultimately created winning outcomes. “Once it was up and running and everyone saw that it was working, they were invested,” Brncic says. Even the company’s corporate procurement department reviewed the model and had no further recommendations to reduce costs.
However, Brncic also had to gain the trust of her own team. “We were already a lean team, and I wanted people to understand that working more efficiently with a legal ops team doesn’t mean that other roles were threatened as we shifted work around,” Brncic says. “The goal was simply to build a great team by leveraging each member’s strengths.”
She focused on building trust by delegating more and giving her team increased responsibility that also empowered them and increased their own visibility. “It’s about working smarter so that attorneys can use more of their minds working on complex legal issues, not administrative tasks.”
The recent award the team received helped show its members exactly how much they’ve accomplished. And, for Brncic, it was particularly satisfying. “Giving my team interesting things to work on—and being able to see and track their successes as a result—has been one of the most rewarding things,” she says. “And, it has also allowed me to grow, both personally and professionally.”
Husch Blackwell LLP:
“Julia Brncic’s innovative approach to the practice of law is inspired. Her talent and dedication make this profile a well-deserved honor.”
—Christopher A. Smith, Partner
Husch Blackwell is proud to partner with Julia Brncic of Express Scripts on innovative ways to improve efficiencies in the delivery of legal services. In 2017, our collaboration was recognized as a Value Champion by the Association of Corporate Counsel.
Congratulations, Julia, on your welldeserved feature in Modern Counsel.
We proudly join Modern Counsel in recognizing Julia Brncic for her outstanding contributions as Vice President and Deputy General Counsel of Express Scripts.
The choice of
Williams & Connolly is recognized as one of the world’s premier litigation firms. Our lawyers successfully handle significant civil and criminal matters in courts across the country and forums around the world. We bring a unique blend of talent, tenacity and teamwork to every case we handle in the relentless pursuit of the best possible outcomes for our clients.
By Bridgett Novak
Thanks to her experience and respect for the brand, Joni Lee Gaudes slipped easily into her job for performance footwear and apparel maker ASICS America, and now she’s helping it reach more consumers
SOUTHERN CALIFORNIA NATIVE Joni
Lee Gaudes has been a lifelong athlete. These days, she attends Orange Theory Fitness and Muay Thai kickboxing classes, but back in 2001, she had an ambitious goal: running the Los Angeles Marathon. After weeks of training, she did it, finishing in a respectable five hours.
Like any athlete, Gaudes puts a lot of stock in her footwear, and in 2015, as she was getting ready to run a half marathon, a shoe salesman suggested she try a new pair. “I had been running in a fairly heavy shoe,” Gaudes says. “The first alternative he gave me felt way too light. Then I tried on a pair of ASICS. It was the GEL-Kayano model, and I’ve been a devotee ever since.”
Little did she know that her love for that pair of shoes would one day lead to work for the Japanese-based brand, which designs and manufactures performance footwear and related apparel. “I was recruited to work for the company by a colleague I had previously worked for,” Gaudes says. “I was already running in their shoes, and I respected the brand and its emphasis on quality.”
She joined as associate general counsel in 2017. On day one, the hiring team cemented her loyalty even further by leading her into the company store and letting her pick her choice of shoes. She went with a fresh pair of the GEL-Kayano model. About seven months later, Gaudes became vice president and general counsel, and today she leverages her extensive legal experience to help spread word of the brand through the handling of sponsorship contracts and oversight of real estate deals in new markets.
“It helped that I had worked for a Japanese-owned company before,”
“The sport-style or athleisure shoe is what most of us live in now. . . . It’s exciting to be part of a company that plays such an integral role in people’s lives.”
Gaudes says. In 2014, she was the vice president, general counsel, and corporate secretary for FCTI, an ATM company that was owned by Seven Bank, based in Tokyo.
That’s not where she got her start, though; after getting her law degree from Southwestern Law School, Gaudes spent eight years at Breidenbach, Huchting & Hamblet, primarily handling insurance litigation and eventually becoming a partner. Then, she landed her first in-house position as vice president, general counsel and corporate
secretary for 1-800-DENTIST. “Most companies want lawyers with significant transactional experience as their GC, rather than someone who has focused on litigation,” Gaudes says. “But 1-800-DENTIST wanted an attorney who had tried cases and could give a risk-management point of view to transactions and litigation. They thought I could learn the corporate stuff, which I did.”
During her six years there, Gaudes was a true jack-of-all-trades. “They put quality assurance, the department that screens dentists and handles consumer
complaints, and HR under me, and I also managed contracts and reviewed marketing content,” she says. “I was used to working in a law firm with twenty other attorneys. It was a true trial by fire and a great learning opportunity. I now know a little bit about a lot of different things.”
Her position at ASICS America taps into all of that, particularly given the leanness of the in-house legal department. “When I first started,” she says, “there was just the general counsel, a compliance attorney, and me.” Today, she oversees that compliance counsel, a corporate counsel, two contract attorneys (one of whom specializes in data privacy), and a paralegal, and together they handle things for nearly every arm of the company. “I counted it up the other day, and I work with nine different departments for the US, Canada, and Latina America,” Gaudes says.
She and her team also oversee high-profile promotion and sponsorship contracts. Recently, they signed Grammy-nominated DJ, music producer, and record label founder Steve Aoki as the face of ASICS’s I Move Me campaign. Launched in October 2017, the campaign is helping the company connect with new audiences in innovative ways—through, for example, online videos and social media showing how various influencers move, and via product drops at popular events, including Coachella and various music festivals.
“Aoki was a brilliant selection,” Gaudes says. “He is a fitness fanatic, dedicated to leading a healthy lifestyle. He also pushes the boundaries creatively. ASICS’s name stems from the Latin phrase anima sana in corpore sano, which translates to ‘sound mind
in a sound body,’ so he is in sync with our core values. It was a bonus that he is Japanese American.” (His father, Rocky Aoki, was a larger-than-life wrestler who founded the Benihana restaurant chain.)
Gaudes and her team are also involved in ASICS America’s retail and geographic expansions throughout the US, Canada, Mexico, and South America. “We see lots of opportunities in Brazil, Argentina, Chile, and Peru,” she says. “As part of our direct-toconsumer efforts, we will be opening more stand-alone ASICS retail stores throughout the region and increasing our online presence via our own website as well as third-party vendors.”
Today, as the company continues to innovate and expand to help more people be active and healthy, Gaudes remains a loyal wearer of the brand, with at least ten different pairs of ASICS shoes in her closet. “I have running shoes, trainers, shoes for my various fitness classes, and lifestyle sneakers I wear to work,” she says. “The sport-style or athleisure shoe is what most of us live in now. They take us from fitness classes to the coffee shop to the office to wherever we’re going. It’s exciting to be part of a company that plays such an integral role in people’s lives.”
We congratulate JONI
on her success and well-deserved recognition in Modern Counsel .
By Jeremy Borden
In 2017, Dominic Hulse helped merge US-based Janus Capital Group and UK-based Henderson Group and relied on his business savvy to integrate their investment-management practices
IT MADE GOOD BUSINESS sense when, just a few years ago, the large investment firms Janus Capital Group and Henderson Group began to work toward a merger.
Janus, based in Denver, was focused primarily on US clients, and the London-based Henderson had primarily a European footprint. Combined, as Janus Henderson Investors, the two firms would have a total of more than $370 billion in combined assets and be a formidable global player, capable of competing against the world’s biggest investment firms.
Paving a path to the merger, however, required ingenuity, strategy, and the know-how to span borders successfully and navigate regulators in vastly different places. On the front lines of those complex legal issues has been Dominic Hulse, a senior legal counsel at Janus Henderson, whose work experience and business-savvy philosophy helped close the merger in May 2017 and strengthen its bond in the aftermath.
More than a year later, Hulse and others are still guiding the company through a slew of rules and regulations in jurisdictions all over the world. But, a sturdy legal framework has emerged—a set of unified business and legal practices that ensures a comprehensive risk-mitigation approach. Because he had worked in both the US and the United Kingdom, the idea of untangling regulatory hurdles from both countries was less daunting for Hulse, but his interest in and understanding of the business of the investment world—not solely its legal aspects—also helped.
“The business doubled overnight,” Hulse says of the merger. “And, as such, so did the scope of the regulations we
were dealing with. Although Janus didn't have a large footprint in Asia or Europe and Henderson didn’t have that in the US, there were definitely overlapping businesses and multiple overlapping entities in each jurisdiction. “I think it’s important for in-house lawyers to have an idea of what their philosophy is in providing service to clients. My driving motivation has always been to be a trusted advisor to the business and partner with a business rather than provide advice in a vacuum. To serve your business clients, you not only have to know the law—it’s a heavily regulated area—but how the business works.”
One big example was the immediate need for the global firm to have its arms around the second iteration of the Markets in Financial Instruments Directive (MiFid II), a wide-ranging set of complex regulations aimed at ensuring that firms that trade in Europe are more transparent.
In order to navigate MiFid II, Hulse helped provide a clear structure that integrated the US investment-advisory entities in compliance with the European regulation.
The Securities and Exchange Commission (SEC) also proved to be a tricky regulator to not run afoul of when merging assets. Hulse led an effort that combined and organized US client assets into more discrete silos. The reorganization—while complex for an organization of Janus Henderson’s size—eliminated the need for multiple entities and kept company leadership from having to worry about different parts of the business being under overlapping regulations. Instead, leadership could stay focused on the core investment business.
“There’s a cost involved in regulation,” Hulse explains. “Do all entities need to be registered with SEC? Or were
there any mechanisms we could use to essentially allow one or two regulated entities to conduct most of the business in the US and maintain some geographical distinction between US and non-US parts of the business?” Hulse steered the firm through the latter option, combining assets and eliminating cost and complexity in the long run.
The work has also given Hulse an appreciation for working on dynamic, evolving sets of issues. “Part of the attraction and fun of working in-house is the real partnership that develops as
Dominic Hulse Senior Legal Counsel
Janus Henderson Investors
Stradley
Ronon
is proud to recognize the achievements
of Dominic Hulse Assistant Vice President and Senior Legal Counsel
Janus Henderson Investors
“The business doubled overnight. And, as such, so did the scope of the regulations we were dealing with.”
you help the business grow and work on a product from inception to completion—and seeing those products grow as the business grows,” Hulse says. “There’s a shared responsibility and shared ownership that’s quite fulfilling.”
Hulse says that, ultimately, the Janus and Henderson merger worked well because leaders of both shared a customer-centric philosophy that helped pave the way for their deal. “With any sort of merger like this, it’s always challenging to integrate different parts of the business,” Hulse says. “We shared the view of putting the client first and partnering with the business, so there was a common philosophy there that helped move things along.”
Stradley Ronon:
“Dominic is a sharp attorney and knowledgeable in a wide range of transactional, regulatory, and compliance issues, including cross-border matters. He is a pleasure to work with.”
—Matthew
R. DiClemente, Partner and Cochair, Investment Management Group
As a
director of global IP for Illumina, Bruce Wu employs collaborative practices
to
engage
both the business and R&D sides of the company as it invents new solutions for genetic research
By Lori Fredrickson
GROWING UP, BRUCE WU was always passionate about building things— and learning through the process of building. “I try to be intellectually curious,” he says. “By being selfcritical and curious, you open yourself to creative solutions.”
Early on, this passion seemed to make him a natural fit for a career in engineering, and he eventually earned a master’s and a PhD in two different engineering fields at MIT. But, while in grad school, his experiences working in the field of negotiation and writing an advice column for the student newspaper helped him realize that he also enjoyed interacting with other people and having a role as a counselor. Believing that practicing intellectual property law would allow him to fuse his engineering expertise with such interactions, he earned his law degree from Georgetown while
working at two international law firms and then became an in-house patent counsel at HP.
However, his true calling arrived in 2016, when he joined Illumina, a San Diego-based biotech company creating solutions for genetic research, as part of a team tasked with scaling up the business’s then nascent IP unit. “The role was to help build not only an IP team but an IP portfolio from the ground up,” says Wu, now one of the company’s directors of global IP. “It was an opportunity to learn and build at the same time.” He’s since tackled this project head on, encouraging a more holistic approach to Illumina’s management of IP.
From the beginning, Wu focused on making his process as transparent as possible. “I’ve always seen my in-house counsel role as that of a
bridge and an interpreter,” Wu says. “I wanted to connect the executives with the scientists, since each group tends to have its own language and way of thinking. Even scientists from different disciplines don’t think the same way.” This was particularly true at Illumina, which, according to Wu, is both a biotechnology company and an engineering company. “Things here are being built, developed, and improved constantly, across all disciplines,” he says. “So we need to be able to speak a language that engages different parts of the organization.”
As Wu worked to lead Illumina’s IP strategy and initiatives in the engineering space, he engaged the company’s scientists as well as its executives.
He facilitated brainstorming sessions with the scientists and checked in with them about factors involved in making strategic decisions: how a technology was being used, how detectable the technology was, and whether it was being used by a competitor. At the same time, he included the non-scientist stakeholders in the decision-making process so that both sides were kept informed.
As the company’s technical expertise continued to expand, Wu found that his collaborative approach also helped him arrive at creative solutions to challenges. “By being willing to ask questions and embrace different ideas, I realized that we could often find synergy in different teams’ efforts,”
“Things here are being built, developed, and improved constantly, across all disciplines. We need to be able to speak a language that engages different parts of the organization.”
Wu says. “That’s when the ideas really began to flow. We were able to come up with solutions that would not have existed had we not been willing to learn from each other.”
Wu has continued to build on that synergy, developing a portfoliobuilding strategy that’s particularly suited to Illumina’s engineering technology. For example, his team protects Illumina’s innovations with both utility patents and design patents, and it tailors the patentfiling strategy to the company’s commercial activity. And, as Illumina expands, Wu is working with the team to address new legal challenges in order to protect Illumina’s technologies around the globe. This customized approach, Wu points out, is one of the reasons why
having in-house counsel is so vital. “We are at the table when strategic decisions are made,” Wu says. “We are the interpreter of what’s happening inside and outside the company so that it can take a holistic approach to decision-making.”
Wu is also quick to make it clear, though, that he did not do all of this alone, and he consistently celebrates the important roles of the other members of the IP team. “I came to Illumina because I knew it would allow me to learn and build at the same time,” Wu says. “All of us are learning together and learning from one another to achieve a sum greater than its parts. That has been an empowering experience.”
who seamlessly integrates an enduringly courteous demeanor with an unabated resolve to achieve perfection.
www.hrfmlaw.com
By Brandy Gonsoulin
Legal-services firm LeClairRyan needed a better way to oversee and check in with its people as it expanded, and Shellie Smith was there with a solution from her days in retail: regional office managers
WHEN SHELLIE SMITH JOINED the human resources department of legal-services firm LeClairRyan in 2011, one of the first things she did was visit a number of the company’s regional offices to handle outstanding issues. On these trips, she quickly noticed a problem: the growing firm of about 325 lawyers had its two hundred direct attorney support staff reporting directly to the central human resources department, a small team that consisted of just Smith; her boss, Jennifer Mistal; and an HR generalist.
“There was no set structure for them to report into,” Smith says, adding that this led to a lack of formal coordination between attorney support staff and those in central business operations. It soon became clear that this organizational approach wasn’t going to be sustainable for increased growth. “I couldn’t get close enough to people to effectively manage them,” Smith says.
Luckily for LeClairRyan, Smith had extensive prior experience with regional talent management thanks to her many years in retail, most recently with Circuit City. Drawing on that background and her exposure to the retailer’s regional management model, Smith and Mistal set out to put together a pilot program for a new position: the regional office manager (ROM), who manages staff on the ground for several offices, while acting as a liaison between those offices and those in central business operations. The position has since taken off and improved firm efficiency and communication, but establishing it was not without its challenges.
In the beginning, to get leadership buy-in, Smith knew she had to make a business case, so she produced a formal proposal outlining the importance and
objectives of the position and the value it would ultimately deliver for the firm, including enhanced regional operations and better management of people and finances. Leadership agreed to the proposal, and Smith launched two inaugural office manager positions (“regional” wasn’t originally part of the title) in San Francisco and Boston.
The experiment in San Francisco was a hit and remains the gold standard for what’s possible with the ROM position, and the original person who took the job still occupies it. The experiment in Boston, on the other hand, at first hit some setbacks, and for a time the employees in
that office thought the position might not work. Smith knew she had to fix the situation fast for the program to succeed. Both Boston and San Francisco were outside hires, so Smith decided to hire internally in Boston to make the position more credible. “We realized that an internal understanding and credibility was the driver for success,” she says. She found an employee in accounting for the job, and in the process she discovered a reliable method of recruitment— moving people within the firm and expanding their roles.
Once San Francisco and Boston proved to be successful, Smith estab -
Shellie Smith Director of Human Resources & Business Operations LeClairRyan
“[The regional office managers] are the glue that holds the business’s operations together.”
lished the ROM role for additional offices. By 2015, three years after Smith’s initial proposal, LeClairRyan had ROMs covering the entire firm, and it decided to bring paralegals into the support structure as well. To continue to increase efficiencies, Smith and her team have since worked to develop the positions further by making ROMs accountable for office-level decisions and giving them budgets to manage.
Since the launch of the ROM program, LeClairRyan has seen improved efficiencies in regional office operations and year-overyear decreases in overtime and temp expenses, Smith says. The ROMs have also allowed the HR department to continue to advance while internally
building and stretching development. The ROMs are now the go-to people for administrative operations for all offices and conduits for information, according to Smith. “They are the glue that holds the business’s operations together,” she says. “The lawyers still provide the highest levels of client service, but the ROMs are enabling it to happen.”
Iron Mountain was proud to assist LeClairRyan with consolidating their records and information governance program. They are now able to follow compliance and security protocols very easily, and client audits and meeting OCGs have become easier to administer. Lastly, by consolidating, they are able to create synergies and economies and realize enormous savings. We look forward to continued partnership with LeClairRyan.
What you do best that’s why you’re in business. We’ll enable you to do it as intelligently as possible, through a balanced approach to transformation innovation adaptation optimization dedication
Despite a number of recent shifts and reversals in federal and state fiduciary laws, Karen Scheffler has managed to keep financialservices firm AllianceBernstein aboveboard
By David Levine
IT’S TOUGH FOR financial-services businesses to keep up with regulatory changes in normal times. But government oversite these days is anything but normal, and that keeps people such as Karen Scheffler on their toes. Scheffler is senior vice president, senior ERISA counsel, and assistant secretary at AllianceBernstein, a New York City-based investment management company with annual revenues of $2.7 billion. Since joining the firm in 2016, she has had to wade through the ever-shifting tides of fiduciary regulations in order to keep the company compliant.
Scheffler was hired, in large part, because of her former experience working for the US Department of Labor (DOL) in the area of ERISA (Employee Retirement Income Security Act) law. The DOL had proposed new
fiduciary requirements, and AllianceBernstein wanted someone in place to address them when they were finalized. “We all thought I would have a couple of months to learn the business and get to know everyone,” Scheffler says. But, just two weeks after setting up her desk, the final regulations were released. “I stayed up all night poring over more than one thousand pages,” she says. “I had to become an expert fast to help the company understand the impact on its businesses.”
In many ways, she was already an expert in the field at that point. Originally from Southern California, she studied law at Hofstra University, in New York. “I expected a career in mediation, but fate directed me to a job at the Department of Labor right out of law school,” she says. “I got deep, intense training
with regard to the ERISA—the kind of expertise that would take years to get somewhere else. Once I had this expertise, I decided to stay in that area.”
She added to her expertise while working at Deloitte Touche, where she learned the tax side of retirement-plan law as well as other areas of compensation and benefits, including deferred compensation and equity plans, mergers and acquisitions, and health and welfare plans. Then, fifteen years out of law school, “I took my first law firm job,” she says, “looking at the documents and issues with a specific lawyer’s eye. I learned the significance of language and nuance in negotiations.”
In all, she worked at three different law firms, becoming a partner in charge of the compensation and benefits practice at the last one. “I thought I’d be there until I retired,” she says. “Then AllianceBernstein enticed me away. I saw it as the culmination of all my past experience coming together in the perfect opportunity.”
She learned about the company’s businesses quickly, thanks to her coworkers. “I couldn’t have been successful if AllianceBernstein wasn’t the company it is,” she says. “People in this company are truly invested in helping one another. Any questions I had were answered right away.” This was helpful as she assessed the demands of the DOL’s new regulations, which required cooperation and coordination from many departments. The analysis of the new regulations took months, but in the end, they turned out not to be as onerous as anticipated. “AllianceBernstein has a fifty-year history of processes and procedures and a commitment to compliance,” Scheffler says. “So, while it took a lot of effort to make sure we complied and to respond and work with
Karen Scheffler SVP, Senior ERISA Counsel, and Assistant Secretary AllianceBernstein
We are pleased to congratulate Karen Scheffler on her successes as Senior Vice President-Senior ERISA Legal Counsel and proud to be among the law firms partnering with Karen and her colleagues in the representation of AllianceBernstein.
“The more uncertainty there is regarding different rules and where they apply, the more challenging it becomes.”
all our business partners, this was not as much of an upset to our businesses as it may have been to other companies.”
But, just when she and her team thought they fully understood the new regulations, everything changed again—and again, and again. First, the president issued an executive order requiring the DOL to review the rules. Then, it was sued for exceeding its regulatory authority. The DOL issued interpretive frequently asked questions and extended the deadline for compliance with some of the more controversial and onerous requirements. In March 2018, the Fifth Circuit Court of Appeals struck the suit down, and on June 21, it issued its mandate revoking the rule in its entirety. “So, the path to compliance has been a complicated one,” Scheffler says.
Meanwhile, also as of June 2018, the Securities and Exchange Commission (SEC) had proposed a fiduciary rule of its own. If finalized, many questions will be raised as to how to reconcile the SEC rules with the DOL rules. Everyone will be waiting to see if the DOL will provide guidance to
help businesses understand how to comply. And, if that isn’t confusing enough, several states, including New York, Nevada, Maryland, and Illinois, have passed or proposed their own fiduciary rules.
Maintaining understanding of the legal standard of care is a fundamental concern in providing investmentmanagement services. When federal rules come up against state rules, Scheffler says, “it adds layers of confusion in trying to understand how to comply and how to train your people. And, the more uncertainty there is regarding different rules and where they apply, the more challenging it becomes.”
So far, her firm’s businesses have not been greatly affected by the chaos, she says, but without her in place, things could have been much more harried. “I came from a regulatory background, and I take a fairly conservative approach to compliance,” she says. “Fortunately, AllianceBernstein has a similar philosophy. So, I’m confident that no matter what rules are passed, I and AllianceBernstein will be ready for the challenge.”
When four large medical providers merged into one, EmergeOrtho, David Singer came on board to build its legal and compliance efforts, and here he shares his four-step plan for success
By David Levine
IN 2016, FOUR LARGE ORTHOPEDIC practices in North Carolina merged to become EmergeOrtho, which is now one of the largest physician-owned orthopedic practices in the state, comprising 135 orthopedic specialty physicians and 229 midlevel providers covering a range of orthopedic subspecialties. Soon thereafter, David Singer was hired as general counsel and chief compliance officer and tasked with creating the legal and compliance departments for the new company.
His previous experience, as in-house counsel for Maxim Healthcare Services, in Columbia, Maryland, “served as the foundation for what I do today,” he says. “Putting together processes and protocols that ensure compliance and legal are ingrained in the culture of the organization and have a seat at the table in all aspects of the business.”
Singer came up with a detailed action plan for EmergeOrtho and, he says, “hit the ground running on day one.” Here’s a look at how he did it.
“The first step is getting out into the field and interacting with the key stakeholders in the organization,” Singer says. “That is something I learned at Maxim, to interact directly with those in the business so that you know how it runs. You can’t advise if you don’t know how the business operates.”
He met with the practice leaders and sat down with the physicians to learn what their needs were. “Everybody was very welcoming,” he says. “The providers especially recognized that only benefit comes from some -
David Singer General Counsel and Chief Compliance Officer EmergeOrtho
body managing and directing legal and compliance in a coordinated manner at a statewide level.”
The only challenge, he says, was the amount of time: “There aren’t enough hours in the day to do all the work you need to do.”
Singer then built a plan he called “aggressive, yet realistic.” He didn’t want to promise too much, but he did want to ensure he could deliver on expectations.
He broke the plan into thirty-day, sixtyday, ninety-day, and one-year time frames, and he added a handful of “quickhit” action items that could be implemented fast for instant impact. Quick hits included changes to investigation techniques, adjustments to some HR policies and procedures, changes to Health Insurance Portability and Accountability Act protocols, increased tracking of investigations, and increased reporting.
Another item was the immediate formation of a statewide compliance committee, with representatives from the executive team and from each of the departments. “For these changes to gain traction, I needed support from the entire organization,” Singer says. He used the committee as a sounding board to work through issues. “That, ultimately, was very instrumental in rolling out the initial plan,” he says.
There were still challenges, though: “It was a lot of information at once, and I was working a mile a minute,” he says. “You have to balance that with the need of the business to continue and minimize disruption. What I do is a complement to patient care, and anything that supports that helps the patients and also helps the business.”
“It’s great to have an action plan, but then you need to ensure tasks get done and that there is appropriate follow-up and accountability,” Singer says. “That is what we are working on now, in month nine, looking back and analyzing the work to date to ensure it was done correctly, it has a lasting impact, and that it is necessary going forward.”
That includes both tweaking existing processes and creating new ones. “Constant revisions are needed to
“It’s great to have an action plan, but then you need to ensure tasks get done and that there is appropriate follow-up and accountability.”
adapt to the business model,” Singer says. “That is the challenge looking forward to our next areas of growth and development.”
For example, Singer initially formed the compliance committee with representatives from specific departments. “It quickly became apparent there was interest from other employees and providers to be involved in the process,” he says. “They liked the idea of having a compliance and legal forum, not only to detail action items but to be a forum for discussion of new issues and changes in regulations and laws. I recognize now that that was a good platform, and we added anyone who had an interest.”
As a department of one, Singer is currently using resources from other divisions to help him. Eventually, his department will grow and, he expects, ultimately become two separate departments: one to handle compliance, the
other legal. Now that he’s carried out his initial action plan, though, he wants to dedicate more time to training and educating staff and providers. “Now that we have a foundation, education is how we continue to create the culture of legal and compliance throughout the organization,” he says.
None of this would have happened, he says, if not for the foresight of EmergeOrtho’s executive team. “They recognize that legal and compliance are integral parts of any healthcare organization,” he says. “In today’s regulatory environment, it is absolutely necessary to have not only the foundation for legal and compliance but the ability to grow and create a culture within the organization.”
As one of North Carolina’s preeminent firms, we’re proud to serve as outside counsel to EmergeOrtho and other leading healthcare practices statewide.
learn more about Manning Fulton, please visit www.manningfulton.com
—Jim
When Royal Bank of Scotland divested itself of Citizens Financial Group, Robin Elkowitz rose to the occasion and paved the way for Citizens’ new corporate governance team
By Jacob Winchester
IT WAS ONE FOR THE history books. Spun off by Royal Bank of Scotland (RBS) in the turbulent wake of the 2008 financial crisis, Citizens Financial Group, Inc. had successfully navigated its bid for independence in 2014, and in turn it completed the largest traditional bank IPO in the history of the United States.
“That was one of those unbelievable moments; it was surreal,” says Robin Elkowitz, Citizens’ executive vice president, deputy general counsel, and secretary. “You’re standing there waiting for the New York Stock Exchange bell to ring that morning, and you realize that you were a part of the process. And you think of everything that Citizens had to navigate in order to get it done—not just the technical requirements of listing the company on the stock exchange but also the separation from our parent entity and overcoming the trying financial times. Everybody was very proud that day.”
Having previously served as managing director and deputy general counsel
for RBS, Elkowitz was tapped during the divestiture of Citizens Financial Group for the enviable—albeit potentially tricky—task of crafting that company’s public corporate governance function from scratch. It was a big career shift, but it also presented Elkowitz with the opportunity to push the limits of her leadership abilities and achieve something truly notable alongside her team.
“I had served in a governance function for many years at various companies, but this was the first time where I was responsible for actually establishing the function,” she says. “I learned a lot about myself and what I felt I needed to do to be a good leader. Luckily, I had many good examples to follow. I’m very appreciative to Bruce Van Saun, our CEO, and to the board for having faith in me and giving me the opportunity to do it. I think taking on that management role and finding out what works to make a functional and cohesive team was one of the biggest learning experiences for me in my career.”
That learning process, she says, happened in a few, distinct phases.
In the lead-up to the company’s IPO, Elkowitz and her team, in conjunction with other departments, set their sights on developing a robust structure that would ultimately be able to support the company’s future endeavors.
“My team and I—who are part of the legal function—had to create a governance function, and the company had to build an investor-relations department as well as enhance its corporatereporting function,” Elkowitz says. “A main focus of my team during that time was to meet the many technical regulatory requirements for the IPO and help set the stage for getting the company ready to be listed on the New York Stock Exchange [NYSE]. A lot of planning had to happen for that, so there were a lot of moving parts at that time.”
To prepare the company for its listing on the NYSE, Elkowitz’s team instituted fundamental operating precepts such as charters, bylaws, and corporategovernance guidelines. They also established a shareholder-outreach program and helped to bring on several new directors to Citizens’ board of directors.
“On the board administration side, we looked for people who were detail oriented, task oriented, had good communication skills, and had the ability to work beside board members and senior management,” Elkowitz says. “We wanted people who didn’t have a ‘me me me’ attitude but more of an understanding that this could only really work as a team. The overall phi-
losophy was one of collaboration, which was key in working with our colleagues in the rest of the legal department and the bank as a whole.”
Although her team and the company were ultimately successful in their efforts, the period wasn’t without its challenges. “We really had two very daunting tasks that were happening at the same time and on a tight timeframe: the separation process from Royal Bank of Scotland and the process of going public,” Elkowitz says. “We also had to overcome the challenging economic times. The markets were very much in flux, and we needed to gauge the best time and price for our transactions to take place.”
Of course, after the first round of funding, her job had just begun. “On day two, it was back to work to gain full independence and to support the business in achieving its financial goals,” Elkowitz says. “Now we had the reins of
Robin Elkowitz EVP, Deputy General Counsel, and Secretary Citizens Financial Group, Inc.
Debevoise & Plimpton’s Banking Group is ranked among the leading practices in the United States, advising banks, brokers, and other financial institutions—including Citizens Financial Group—on the full gamut of regulatory, litigation, and transactional matters. As banking industry regulation has proliferated in the wake of the financial crisis, the Debevoise Banking Group has grown to more than twenty lawyers with expertise that spans the landscape of regulatory regimes and agencies.
Leveraging its deep market knowledge, the group provides unmatched counsel to financial industry clients on mergers and acquisitions, US and international regulatory and compliance issues, enforcement matters, broker-dealer matters, derivatives, capital markets activities, and new product development. The group combines a nuanced understanding of the regulatory terrain with Debevoise & Plimpton’s strong litigation and transactional resources. The result is an ability to handle the most sophisticated and multifaceted issues, manage critical enforcement and compliance challenges in the evolving regulatory environment, and lead complex and sophisticated transactions.
With lawyers in New York, London, Hong Kong, and Washington, DC, the group has close relationships with—and extensive experience advocating before and negotiating with— regulators in the US, the United Kingdom, Asia, and other jurisdictions, including the US Federal Reserve and other US banking regulators, the Consumer Financial Protection Bureau, the Department of Justice, state attorneys general, and the New York Department of Financial Services.
our own destiny, and it was up to us to invest in what we thought was necessary and to evaluate what our shareholders and customers thought was important. We’ve been building ever since.”
In 2016, the company became part of the S&P 500 and the Fortune 500. “Our governance team was also named a finalist for Governance Team of the Year by Corporate Secretary magazine,” Elkowitz says. “We thought that was a great honor after only being public for two years. Our board has also received honors in the governance space. We were recognized in 2017 and 2018 by Women on Boards 2020—which recognizes gender diversity on boards—because our board is 25 percent female.”
Now in year four, Elkowitz and her team continually work to cultivate the systems they’ve developed. “We’re well on our way, and we’re working to improve and enhance our processes,” she says. “A year or so ago, I think we felt like we’d finally turned a corner, in that we could be less reactive and more proactive in our approach to things.”
It’s a long way from where her team began, and the opportunities ahead are myriad. “At first, we just wanted to make sure we were meeting all of our regulatory requirements, being accurate, and being on time,” she says. “Now, we’re able to step back and think about how we can present things in a more refined way, and we can look at what other companies are doing, what our peers are doing, and, most importantly, what we want to do.”
Debevoise & Plimpton:
“Robin is an innovative leader with strategic insights and extensive industry knowledge. It is always a pleasure to work with talented attorneys like her.” —Gregory J. Lyons, Partner
We are proud to join in recognizing Robin Elkowitz of Citizens Financial Group.
Robin’s exceptional leadership is a pillar of Citizens’ continued market success.
New York | Washington, D.C. | London | Paris | Frankfurt Moscow | Hong Kong | Shanghai | Tokyo
WHEN ANNE FRYE LEFT law school, she never envisioned working for a business. She’d trained to become a trial lawyer at Indiana University’s Maurer School of Law, loved it, and says she would have been content doing that forever. In June 2018, though, Frye celebrated her twenty-first anniversary with Vertellus, an international manufacturer of chemicals for products serving a range of markets, from agriculture to healthcare to plastics.
“It’s nothing I would have predicted,” Frye says, adding that even when she started at the legal department with Vertellus, friends told her she likely would take on other responsibilities in no time. “I thought, ‘What are you talking about?’ I have no business training. Legal is what I’m here to do.” However, her friends were right. In Frye’s time at Vertellus, not only has she ultimately risen to the level of vice president, general counsel, secretary, and compliance officer; she also recently got the chance, after Vertellus’s CEO left, to serve as a member of a three-person executive committee tasked with fulfilling the CEO’s duties until a new one could be found.
It’s a bit of a shift from trial work, but at the same time, Frye says, that classical training is what has helped guide her path in the business world, including her ability to adapt to change and find and collaborate with the right people.
By Paul Snyder
Vertellus’s Anne Frye didn’t expect to move from trial law to in-house work, but now that she has, she’s applying her time from the courtroom to new endeavors in the boardroom
“One of my mentors at my first firm told me, ‘If you’re not leaving your first meeting with your client formulating your closing argument in your mind already, you’re not doing your job,’” Frye says. “That kind of strategic aspect is something that has come in handy time and again throughout my career, but it’s part and parcel of being a trial
lawyer. You have to think about how to make seamless moves.”
In more than two decades with Vertellus, Frye has seen the company shift from a family-owned business to an international force that has brought in an array of talent and experience from around the world. In the wake of that transition, Frye’s duties have grown to encompass strategic planning, including determining the personnel to bring into the company and the best ways to foster collaboration and communication between its many international employees and teams. Frye says she and others have done this chiefly through a focus on “smart processes” and “smart people.”
“Some time ago, when we were looking at strategic objectives, we
adopted the tagline ‘Smart chemistry. Our specialty,’” Frye explains. “But, then we said, ‘What does that mean?’
We’ve defined four attributes: smart market position, smart chemistry leadership, smart people, and smart processes. It comes down to making sure we have the right people in the right roles, a culture of accountability and commitment. Without the people, we’re not going to get product out the door.”
Achieving that chemistry goes beyond finding the right people, though. “We always want to be doing things smarter, better, and more effectively,” Frye says. “We want to make sure we’re following those processes with the right mix of rigor and speed— never forgetting we have to strive for continuous improvement.”
VP, General Counsel, Secretary, and Compliance Officer Vertellus
“It comes down to making sure we have the right people in the right roles, a culture of accountability and commitment.”
One such example of this approach seems simple, but it has made a world of difference in Frye’s role. Vertellus’s legal deparment has four members: one in India, another in New Jersey, and two in Indianapolis. Not long ago, although these four talked during regular department meetings, their discussions were very formal and agenda driven.
“So, one of my colleagues suggested a virtual lunch every week, just to talk about what’s going on,” Frye says. “It’s great to have an unstructured session like that. We still have the structured sessions, but it keeps us all engaged on a lot of aspects that might not come up in other meetings.”
The open lines of communication and the ability to interact with colleagues on both formal and informal levels have helped Frye and others at Vertellus identify creative ways to do business. Although she says there are still plenty of issues that come across
her desk that demand a lot of time and effort, the success she’s had in helping build a strong team has eased the burden of having to deal with both legal and administrative duties. What’s more, her work ethic seems to be rubbing off on the company. Frye says that for the first time in Vertellus’s history, its legal department has developed a mission statement.
“It says, ‘We are committed deeply to finding creative business solutions, providing quality service, and inspiring trust,’” she says. “I’m really proud of the work of the team in developing that. I think it not only captures what we are but guides us as we move forward. It reminds us that we are not just giving the legal answer, and it has us all starting from the same point. Maybe we were there already, but sometimes glancing up at your wall and looking at that is just a nice grounding mechanism.”
US-based Aflac turned its successful Japanese branch into a subsidiary for better corporate governance, thanks to Audrey Boone Tillman and her understanding of cultural differences
By David Levine
AFLAC, THE $22.5 BILLION, Fortune 500 insurance provider based in Columbus, Georgia, had a branch in Tokyo, created at the request of the Japanese government. But, that office became so successful that at one time it generated 75 percent of Aflac’s total business. That caused challenges with both regulators and with administrative functions in the US and Japan.
“We had the world’s largest branch functioning as Aflac Japan; that is not an organizational structure that is ideal to anybody,” says Audrey Boone Tillman, Aflac’s executive vice president and general counsel. The company wanted to turn the branch into a subsidiary, but because of the differences in tax laws, insurance regulations, and administrative matters,
multiple efforts to effect the transition “were so problematic, it just never took place,” she says.
Eventually, the legal team was charged with getting it done in a way that would benefit Aflac while satisfying Japanese regulators’ desire to see Aflac Japan operate as a subsidiary. “We didn’t want to be forced to do this,” Boone Tillman says. “We wanted to do it on our own terms.”
Mission accomplished. On April 2, 2018, after about eighteen months of work, Aflac Japan was launched as a subsidiary of Aflac Inc.—thanks in large part to the work of Boone Tillman and her team.
That team, comprising experts from multiple departments, including tax, finance, regulatory, legal, and
HR, looked for a creative solution that would be fair to both governments. “We wanted to leave Japan and US operations in a position of strength that would be more appropriate in governing structure,” Boone Tillman says. That involved months and months of daily work, integrating various departments in both the US and Japan and discussing and interpreting different regulatory statutes and how to comply “in a creative yet authentic way,” she says. “There were a lot of late-night and early-morning meetings because of the time difference.”
Any plan needed approval from every US state’s department of insurance as well as the Japanese government. “This was a real team effort, by people more often associated with blackand-white issues and not traditionally associated with thinking outside the box—finance people, accountants, and lawyers—but that is what we did,” Boone Tillman says. “It was a labor of love, but it was tough labor.”
An overriding goal was to make any change “invisible” to Aflac staff and its customers in both the US and Japan. “There was no stoppage of work, no
EVP and General Counsel Aflac
regulatory penalty; we were able to continue work as if nothing happened,” Boone Tillman says.
Her wealth of experience is at least partly what helped the transition go so smoothly. She had previously led a project called All Aflac that was designed to bridge the cultural gaps between the two countries. And, after joining Aflac in 1996, one of her early internal clients was human resources, and it taught her a lot about the business as a whole. “I knew next to nothing about HR operationally, but we had a reorganization here, and I was asked to go over and run HR,” she says. “I was extremely nervous and reluctant; lawyers aren’t trained to manage people. I went from one assistant to a department of ninety overnight. But, it was a fantastic experience. I learned truly operationally what Aflac does—what makes Aflac what it is.”
That HR experience made it clear to her that Americans and Japanese do business differently, and there were opportunities to make the partnership better and easier by being aware of some of the differences. For example: communication styles. “In the US, we tell it like it is, we give a full answer,” Boone Tillman says. “In Japan, they are not as direct, and it is perceived as almost rude to be that forthcoming. Both organizations would make presumptions about the other based on their manner, and those weren’t always true.”
She and Aflac addressed these problematic HR issues head on. “We would sit down and talk about it, explain the pain points, such as why we need things done quickly here in the US,” Boone Tillman says. “Here, we need everything done today, but that is not
“We wanted to leave Japan and US operations in a position of strength.”
how they do things there. Giving our counterparts an opportunity to understand and meet our expectations has reduced frustrations dramatically.”
The transition has ultimately left Aflac’s US and Japanese affiliates in a stronger position. “This more appropriate corporate structure will lead to better and more productive organizations and give regulators confidence in us and our leadership,” Boone Tillman says. “And, pulling off a project this big and this complicated, in-house, while meeting all our goals, was a tremendous confidence boost as well.”
By David Levine
Jones Lang LaSalle’s David Hitchens is helping reconfigure its legal department to better handle its growth, and his team’s gathering data to take the effort even further
SUCCESS CAN BE A double-edged sword. Rapid growth is certainly great for the bottom line, but it also can be disruptive for those who steer the speeding ship. Take Jones Lang LaSalle (JLL). The commercial real estate and investment firm, a $2.7 billion company ten years ago, has since then nearly tripled its revenues, to $7.9 billion as of 2017. In 2017, it also zoomed up thirty-five spots on the Fortune 500 list, one of the biggest moves of a large corporation in the United States.
To manage the growth, many of the company’s departments have been restructured, including its legal department. “It’s not a reorganization as much as a change in executive leadership globally,” says David Hitchens, JLL’s US litigation director. The leadership has launched a new marketing campaign, called Achieve Ambitions. “This is the thread that runs throughout the organization,” Hitchens says. “That is what we do for our clients and for our employees.” To achieve ambitions in the legal department, the US litigation team is helping to implement a number of initiatives to streamline internal and external processes, and it’s focusing on new data that could help it determine what to streamline further in the future.
A particularly big shift for the legal team was the creation of a regional general counsel for the Americas—a role filled by Kathryn Ditmars—a counterpart to general counsel in Europe, Asia and the Pacific, and the Middle East and Africa. “Americas leadership wanted a single point of contact for all legal issues,” Hitchens says. As Ditmars’s vision of the department has evolved, the company has separated litigation and employment duties between two different legal teams. “It is much more efficient to have all litigation running through one team and
have the employment team focus more on employment but also work closely with our global ethics program.”
The legal department wants to help both internal and external clients achieve their ambitions, and one way it’s doing that is through a renewed focus on simplicity. “We have a robust and complicated global business, and one way to make incremental progress that turns into bigger-ticket items is by simplifying things we do on a day-today basis,” Hitchens says. Changes can be basic, he explains, like shifting how the team communicates litigation hold notices to internal clients, or they can be more complex, like shifting how the team engages with and manages outside counsel and other vendors.
For example, after trying several methods of working with outside counsel on equal employment opportunity matters, the company decided to go to a regional model to simplify how it hires them and prices their work. “We set up firms for success in terms of the work product we expected,” Hitchens says. “We tried to get the efficiencies of having only a small number of firms working on these matters. We also provide selfcontained packets of information and forms that firms can use to be more efficient in how they handle matters for us. We get the product we like, and it is easier for them to give us the pricing we are looking for.”
To determine additional avenues of improvement, the department is also putting more focus on data and measurement. “We are collecting more information from our outside counsel partners and using that data to drive change,” Hitchens says. The data the department is gathering revolves around three main areas of interest, the first of which is legal technology, including information on
what its partners are using or willing to try. “We ultimately want to connect our tech people here with tech people there to best leverage it,” Hitchens says. “Last year, JLL launched a start-up company, called JLL Spark, in Silicon Valley, to work in the property technology area. So, technology is a key driver of JLL’s future, and the legal department needs to help drive that.”
The JLL legal team is also collecting data on alternative fee arrangements. “We have tried any number of ways to price legal services,” Hitchens says. He hopes research in this area will help the company discover the best ways for both it and outside firms to meet their fiscal needs. Simplicity requires predictability, which is something the standard billable-hour model has a difficult time delivering.
Finally, the legal team is putting together information on diversity. “We want to make sure the firms we work with not only have glossy brochures and great things on their websites but that the attorneys working on our matters are as diverse as our in-house group,” Hitchens says. “That is important to us as an organization and within our legal team. We are committed to that and want to invest dollars and time in helping drive that forward.” This is critical to the mission of the Achieve Ambitions campaign.
Hitchens, who joined JLL about ten years ago, has had a front-row seat on its growth. There were only three US attorneys focused on employment and litigation matters when he started, but now there are ten, ready to steer the ship toward even bigger growth numbers under the leadership of Alan Tse, the new global general counsel. “That excites people and continues to drive innovation,” Hitchens says. “It’s an exciting time.”
FrankGecker LLP is proud to partner with David Hitchens and the talented lawyers at JLL to execute practical solutions to every legal challenge.
He’s won seven-figure lawsuits for personalinjury and abuse victims.
He’s handled logistics at his law firm using lessons learned from parenting.
He’s built a firm with a unique entrepreneurial, nonheirarchical model.
She’s developed a practice to ensure estate planning is done the right way.
Manya Deva
He’s worked his way from practically nothing to run his own practice.
He’s made himself a model of professionalism, and it has won him many cases.
William
Attorney Paul Matiasic left the corporate world to found his own practice and pledge his service to vulnerable plaintiffs in personal-injury, wrongful-death, and sexual abuse cases
Paul Matiasic painted houses with his father, an Italian immigrant, during the summer and on weekends. Looking back on the fruit of their labor at each day’s end proved a formative experience for him, and he’s since carried the drive to make a proven impact into his work as an acclaimed trial attorney at the Matiasic Firm, PC, the law firm he founded in San Francisco. “It’s important for lawyers to find that area of the law where they can truly see a change from inception of their representation to the conclusion—a change in having made the client’s life better, a change having effectuated some type of societal or systemic change,” he says.
Today, Matiasic paints better futures for society’s most vulnerable individuals. His firm, opened in 2007, has garnered multiple seven-figure verdicts and settlements for clients throughout California dealing with catastrophic personal injuries or the wrongful death of loved ones. The cases he selects and prosecutes are often dismissed by other firms as too difficult, and they run the gamut from sexual abuse to medical malpractice, motor vehicle accidents, premises liability, and product liability.
For example, one evening Matiasic sat down with his wife to watch the ten o’clock news. A twelve-year-old girl had been struck by a car and killed just a couple of blocks from her house while riding her bike home from school. Two weeks later, Matiasic sat in the living room with her grieving parents, as their advocate. Subsequently, a fiftyfive-page traffic-collision report prepared by the local police department blamed the accident on their child. After a year and a half of forensic investigation, Matiasic’s team demonstrated that it was the fault of the driver, in conjunction with a dangerous condition of public property, vindicating the girl’s family and giving a voice to the victim.
“The counselor part really comes into play because we’re more than just lawyers,” Matiasic says. “It’s a gift to have the internal fortitude, the empathy, and the legal acumen to help people during their darkest hour.”
Matiasic didn’t begin his career working on such cases. Instead, he got his start at a large national law firm, helping billion-dollar companies save millions of dollars. When another law firm contacted him and offered an opportunity to become a partner at the firm, which only represented defendants, he turned it down.
Matiasic’s intellectual curiosity and desire to represent both sides of the courtroom inspired him to open his own hybrid firm. Over time, it became clear that his team’s true bailiwick was seeking civil justice for victims of
Shareholder/CEO and Attorney
“It’s a gift to have the internal fortitude, the empathy, and the legal acumen to help people during their darkest hour.”
negligence and abuse, so it began exclusively representing plaintiffs, and it still does so today.
“We provide the highest-caliber representation to people who wouldn’t necessarily have those type of lawyers in their Rolodex to try to level the playing field,” Matiasic says. “It is difficult yet exponentially more rewarding to help people who call you after one of the worst things possible has happened in their lives.”
Matiasic has found success with this approach. The National Trial Lawyers organization routinely ranks him on its “Top 100 Trial Lawyers” list, and the National Association of Distinguished Counsel includes him in the top 1 percent of lawyers in the US. He earned his JD at the Pepperdine University School of Law while also studying international and European Union law at Oxford University, and he applies his world-class expertise on a personalized scale at the Matiasic Firm to secure groundbreaking victories for plaintiffs.
For example, his team secured the largest wrongfuldeath jury verdict in the history of Madera County, California, after a thirty-one-year-old mother of four children was killed when a car cut off the motorcycle she and her husband were riding on a particular stretch of roadway known for accidents. The husband, severely injured, struggled to make ends meet on a one-parent salary, and he and
the kids were in danger of losing their house when, after five weeks of trying their case against the State of California, for dangerous condition of public property, Matiasic’s team was successful.
He approaches each case like a chess match, and his team maps out strategies ahead of time to anticipate any roadblocks from the defense. “We pride ourselves on turning over every single stone,” Matiasic says. “We chase down every lead and investigate every angle to make sure that the mosaic we put to the jury or judge is as complete and as vivid as possible.”
Sexual abuse cases in particular require additional levels of accuracy and specialization. “You can’t put up an X-ray in front of a jury and be able to articulate the injury in black-and-white terms,” Matiasic says. “With many cases involving sexual abuse and assault, the injuries are more opaque.”
In the wake of the #MeToo movement and the greater societal attention on sexual misconduct, Matiasic’s phone is ringing off the hook. “Our practice mirrors the greater social consciousness that has arisen relative to the pervasiveness of the problem of sexual abuse and sexual assault,” he says. “We feel very fortunate to be advocates for these brave victims—to help them along the cathartic process of standing up to their perpetrators and to the institution that allowed it to happen.”
Matiasic turns down 95 percent of the cases that come across his desk, so he looks for the potential victories that are likely to produce the greatest systemic change. For example, his firm’s cases involving sexual abuse by massage therapists helped lead to positive institutional safeguards to make sure such therapists are properly vetted.
Matiasic also points to another significant case, in the Evergreen School District in San Jose, California. His team demonstrated that former teacher Craig Chandler was guilty of engaging in lewd acts with five young girls, in 2012. And, the principal was convicted of a misdemeanor for her failure to report possible sexual abuse to authorities.
“I feel very good about the work that we did in that case because we ensured that no child ever has to be subject to this type of inappropriate sexual conduct,” Matiasic says. “If you are an institution, a school district, or a corporation that sticks its head in the sand instead of sounding the alarm, we’re going to hold you to account.”
By Will Grant
Michael Leddin explains how he has helped grow Segal McCambridge Singer & Mahoney and communicate better with employees by relying on lessons learned as a single parent
in Chicago, the law firm of Segal McCambridge Singer & Mahoney (SMSM) opened shop with a team of lawyers consisting of just the four names in its namesake. Today, though, seven additional cities and more than 140 attorneys later, the firm counsels Fortune 500 companies, major insurance carriers, and individuals across the United States.
Michael Leddin has been there for more than half of SMSM’s lifespan, and as executive director, he’s been integral to many aspects of its growth. “My role throughout the process has been to analyze the potential financial impact, including the utilization of resources, expected cash flows, and anticipated profitability of the work,” he says. “Additionally, I have been involved in providing logistical support, including real estate, staffing, furnishing/supplies, and more.” He has approached these tasks successfully by relying on a combination of past experience, close communication with fellow employees, and insight gained as a parent.
Early in his career, Leddin spent ten years with a large firm. The role prepared him for the growth he encountered when he first joined SMSM, and since then, as part of the firm’s real estate team, he—along with members of the executive committee and outside brokers—has been charged with scouring the market to identify potential suitable matches for the firm’s current and future office needs. “It is very important to us to provide a positive work environment for our employees,” Leddin says. “We spend a great deal of time at work, and we want to be sure that our facilities meet the needs of all our employees. We have been very fortunate in working with sophisticated real estate partners to identify the best opportunities in all markets.”
Among other moves, in 2016, SMSM relocated the billing and accounting department from its Chicago office to the south suburb of Tinley Park. Leddin now normally starts his day there before heading downtown, and he says it has allowed for a lot more hands-on communication with the staff. “Typically, if I’m only in my office, some days I never get to the other side of the wall,” he says with a laugh.
As SMSM has evolved and grown, so has Leddin’s approach to his work. He says that with experience, he has learned the value of communication and passing on his knowledge and experience to the company’s future generations. “I spend most of my day talking to different people about what they’re working on and why—and
Executive Director
LOCKTON congratulates Michael Leddin of Segal McCambridge Singer and Mahoney on all his accomplishments and recognition by Modern Counsel.
“I believe the change in my personal life taught me some interesting lessons on time management, . . . and, in some ways, it made me a more well-rounded and compassionate person.”
what we’re hoping to accomplish,” Leddin says, adding that he examines their work and their methods to see what can be improved and where growth can be encouraged.
“I see my role as becoming less of a doer and more of a teacher, because I won’t be here forever.”
Leddin’s time with SMSM coincided with his time as a single parent of three children—one of them with special needs—and over time his duties as a parent crystalized his focus on communication.
“To keep things working properly at home, it was imperative that everyone be informed as to what was coming up, what needed to be accomplished, what the expectations were, and what each of our roles and responsibilities were,”
Leddin says. “I believe the change in my personal life taught me some interesting lessons on time management, prioritizing tasks, change management, and scheduling. And, in some ways, it made me a more well-rounded and compassionate person.” Leddin is now happily remarried, with a combined family of six wonderful children.
At work, the experience has pushed him to figure out what motivates SMSM’s employees to be their best, and he’s relying on what he learns to inform his next big project: the negotiation and renewal of SMSM’s lease for and the completion of planned updates to its headquarters, which will continue to be located in Willis Tower, in downtown Chicago. “The next step is the design and construction of the space that will house the firm for the next ten-plus years,” Leddin says. “We strive to design space that matches the needs of SMSM, provides the right environment for our employees, is scalable for the term of the lease, and provides the best financial result for the firm.”
Lockton Companies:
“The supreme quality for leadership is unquestionable integrity.” Dwight D. Eisenhower
“Leadership and learning are indispensable to one another.” JFK
Michael Leddin exemplifies leadership and integrity in his role at Segal McCambridge Singer & Mahoney. We at Lockton congratulate him; we are honored to work with him and the firm.
J.C. Anderson:
“Knowledge, integrity, experience, a superior collaborative approach to achieving shared goals, and a man of his word. That’s Mike Leddin. Mike’s one of the finest people I’ve had the pleasure of working with in my forty-one-year career.”
—Steve Boulukos, COO
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of his many years in both law and business, Jamal Edwards has learned that any new company’s future is dependent on its culture.
“The culture and the tone of any organization drive its success or failure,” Edwards says. “If you’re consistently transparent, people respect that and they’ll operate in a transparent way. And, in a culture of meritocracy, a person will do their best, and people will respect that and give that back.”
Setting that tone has been key at his rising new firm, Edwards Maxson Mago & Macaulay, whose lean and focused approach is making waves in the legal industry. Edwards founded EM3, as the team-oriented organization is more commonly known, with four attorneys he’d previously worked with at other firms. EM3 began with an innovative new approach: to bring the talent level of major firms to clients while driving down costs and rates through a nonhierarchical, low-overhead model focused on value and experience, not brick and mortar.
“We’re not hiring a bunch of lawyers just for the sake of having those numbers,” Edwards says. “We’re hiring lawyers with whom we’ve actually practiced law or have prior professional experience, so that we already know their skill set, client relationships, and respect for partnership.”
Edwards’s entrepreneurial instincts date back to his beginnings working in corporate America—a trait he shares with nearly all his EM3 partners, who have worked in places such as Proctor & Gamble, CVSCaremark, and a national life insurance company. After spending some time as a manager and director of the debt-collection division at Equifax, he studied at the University of Michigan Law School and later turned his focus on IP law and patent litigation. From there, he worked as corporate counsel at IBM, serving on its board of advisors after only a short period of time. Then, he joined the Chicago firm Kirkland & Ellis LLP, where he made partner and earned a reputation for being able to resolve difficult patent cases and negotiate sophisticated technology-driven acquisitions.
When he later decided to expand his career path to add consulting work and public speaking—in part to have the freedom to chart his own course—his now partners reached out to him to express similar goals and their commitment to supporting him in building a firm that allows its lawyers to explore other entrepreneurial and civic activities. All had experience working in large Am Law 100 firms, and they also realized that cutting down
“Most businesses know that the client is hiring a lawyer, not a law firm. Here, the client knows each of our lawyers has their best interests at heart, because we’re entrepreneurs and businesspeople ourselves.”
on the associated overhead costs and greater percentage cuts typically taken from partners by larger firms could help them serve both their clients and their attorneys in a more value-added way.
From the beginning, EM3 was designed to be relationship-based. “Everyone who has come in so far has come in through a preexisting relationship; no one has been randomly recruited or taken just because a headhunter sent them to us,” Edwards explains. Doing this has cut down on friction because everyone is already familiar with one or more of EM3’s partners. As a result, all attorneys at the firm trust and feel comfortable handing cases and deals off to one another, which also lets clients know that they can come to EM3 with any issue. “Most businesses know that the client is hiring a lawyer, not a law firm,” Edwards says. “Here, the client knows each of our lawyers has their best interests at heart, because we’re entrepreneurs and businesspeople ourselves.”
They were also able to drive down costs by using a relatively low-overhead infrastructure that also supports work-life balance. Though EM3 has offices in cities across the US—including Chicago, New York, Dallas, Atlanta, and Austin, Texas—the attorneys do most of their work from home, communicating via weekly calls or video meetings. This also enables them to maintain rates that are often 50 percent or less of what their rates were at their former Am Law 100 firms. Also, overall attorney compen-
sation has remained the same or increased because, in contrast to most larger firms and many boutique and virtual firms, EM3 takes only 10 percent out of the originations of its partners, up to an annual maximum that is tied to EM3’s budget and actual costs to operate.
And, the firm has also been able to draw in a pool of high-quality talent by making it clear that it supports any goals of its attorneys. “Our attorneys are committed to their clients and professional duties, but we understand that people have interests outside of the practice of law that they can and should pursue,” Edwards says, adding that the firm’s entrepreneurial culture has enabled EM3 to begin putting together a bundle of services that it plans to offer to other law firms and consulting firms looking to leverage similar efficiencies and opportunities.
All these elements have allowed EM3 to thrive over a relatively short period of time. Within six months of operating, the company was able earn more than $1 million in gross revenue. For Edwards, the success goes back to the organization’s culture, and he’s proud to be working among a team of attorneys that he values and respects. “You have to be selective about relationships; once you find the good ones, you have to focus on them,” he says. “We encourage our attorneys to always do their best—and to collaborate only with others who share the same commitment to excellence.”
By Lori Fredrickson
Manya Deva Natan has seen how other estate-planning attorneys let clients’ trusts grow out of date, so she’s established an annual review program within her practice to keep clients on track
Deva Natan is an estate-planning attorney obsessed with doing planning the right way. Whether she is servicing her domestic clients or her international clients, her commitment remains the same: overcome the pitfalls inherent in traditional estate planning and ensure the planning is done the right way, every time. In the years that Natan has practiced as an estate-planning attorney, she has encountered the near-ubiquitous problems inherent in the profession. Most attorneys approach estate planning as a transactional process. They draft documents for their clients, and then they are done. This methodology leaves clients underserved, as the planning consistently falls short of what it promises. Natan is passionate about changing this and making sure that the estate-planning process works as it should and delivers what it promises, for every client.
Natan’s estate-planning expertise is extensive. Her practice ranges from basic probate-avoidance work to complex tax and asset-protection planning. She has a subspecialty in international estate planning and represents not only domestic clients but clients from around the world. Natan’s international practice developed, in part, from her background in international affairs.
After receiving her undergraduate degree, Natan spent time living and working throughout Central America, assisting with small-business development. She went on to earn a master’s degree in international affairs from Columbia University. She was awarded a fellowship to live and work in Bolivia, once again assisting with small-business development. Following this international training, Natan earned her law degree from Stanford University. After law school, she practiced real estate law at a large firm and then transitioned to a small firm to focus exclusively on estate planning. It was there that she had her first international estate-planning matter and discovered the synergy between her international training and her legal expertise. When she went on to found her own law firm, she dedicated her practice to serving both domestic and international clients, as each demographic presents unique needs and planning opportunities.
Today, her firm handles a variety of planning matters. Her domestic work includes drafting revocable trusts—accompanied by pour-over wills—durable powers of attorney, and advanced healthcare directives. More complicated matters include drafting irrevocable trusts, forming LLCs for valuation discounting, and engaging in charitable planning for high-net-worth clients. On the international
“Estate planning is the procrastination practice of law. Everyone knows they need to do it, but nobody wants to.”
Manya Deva Natan Founder
side, Natan defines her practice as “whenever people or assets move transnationally.” Her clients include, but are not limited to, US citizens who are beneficiaries of foreign trusts or are inheriting assets from other countries, citizens of foreign countries who are investing in real estate or own vacation homes in the US, as well as US citizens who own vacation homes in other countries.
A key component of Natan’s work for international clients involves assisting them to navigate around the exceedingly low estate tax exemption currently available for nonresident aliens. For US citizens, the estate tax exclusion is currently set to approximately $11.2 million per individual, indexed for inflation. This means that an individual can gift or leave this amount to his or her heirs free of estate tax. Married couples can combine this exclusion. That means married couples can pass down approximately $22.4 million worth of assets without incurring estate tax. With that being said, US citizens and permanent residents are taxed on their worldwide assets. This means that assets anywhere in the world will be subject to this exclusion amount.
For nonresident aliens, however, the estate tax exclusion is a mere $60,000. The difference is that nonresident aliens are only taxed on their US situs assets, not their worldwide estate. “If, for example, I have a client who lives in Australia and he or she purchases a condominium in the US as an investment property, that condo will be taxed at 40 percent for any amount over $60,000 if he or she takes title to the property as an individual,” Natan says.
This issue came into play for two of Natan’s European clients, who decided to purchase properties in California, each valued at around $2 million. In order to keep the properties outside of her clients’ taxable US estates, Natan created California-based corporations owned by foreign corporations. By doing this, the properties were not considered US situs real property. Instead, they were considered stock in a foreign corporation, which means they were outside of the reach of the US estate tax.
Regardless of the specific type of matter, whether domestic or international, Natan’s focus is unwavering. She is determined to ensure that her clients receive planning that is done the right way, every time. She does this through her unique client-maintenance program that is designed to eliminate the transactional bias inherent in most estate planning. As Natan likes to explain, estate planning is a two-step process. The first step is to meet with an attorney to get documents drafted. The second step entails getting
all applicable assets titled in the name of the trust. This is also referred to as “funding the trust.” Assets must be retitled (i.e., the trust must be funded) in order for it to work effectively. Unfortunately, the vast majority of attorneys will transfer title to real property only and then leave it to their clients to retitle bank accounts and brokerage accounts, change beneficiary designations on life insurance, etc. The fact is, however, that most clients don’t follow through. Perhaps they get busy and forget. Or they don’t understand the importance of it. Or they procrastinate. As Natan likes to say, “Estate planning is the procrastination practice of law. Everyone knows they need to do it, but nobody wants to.”
Even if clients succeed in getting their initial assets titled into the name of the trust, when those clients acquire assets later on, including new homes or an inheritance, they often neglect to title those assets in the name of their trust. Natan’s program is designed to overcome this ubiquitous problem. Instead of leaving it to chance, Natan and her staff assist program members with trust funding. This way, nothing is left undone, and, as Natan says, “we can ensure it is done the right way, every time.”
Another common problem with most estate planning is that clients forget to contact their estate-planning attorneys when they should. Major life events happen, events that create planning opportunities—such as birth, death, marriage, and divorce—but clients fail to call their attorney. To overcome this problem and ensure that her clients are receiving the best planning possible, Natan’s client-maintenance program is designed to foster ongoing contact with her clients. Natan considers estate planning the legal side of wealth management. As she likes to say, “people would never consider meeting with their financial advisors once every decade. Yet, that is how often most clients meet with their estate-planning attorney.” Natan’s program participants meet with her annually. She reviews what has changed in their lives, including both financial changes and familial changes. “It is essential that we stay abreast of what is happening in each client’s life so that we can be proactive and make the optimal planning choices,” Natan says.
Natan’s ultimate goal is to make sure her clients are well protected and receive the full benefits that estate planning can offer. She is committed to overcoming the pitfalls inherent in how estate planning is traditionally practiced and insists on doing planning the right way, every time.
By Jeremy Borden
The head of the Espinoza Law Firm, who climbed his way out of hardship living out of his car in college and working construction jobs to pay for law school, wants to inspire others to dream big
memory for Javier Espinoza: He was a young Mexican immigrant standing in an office elevator, old clothes splattered and stained with paint from the early morning’s work. The doors would open, and office workers in crisp suits would trickle in to spend a day in an air-conditioned life he could hardly imagine. The words and thoughts that might have crossed their minds would sear him: Mexican, immigrant—or worse.
It would take many more years for Espinoza— now forty-three and at the helm of his own successful and growing personal-injury law firm, the Espinoza Law Firm, in San Antonio, Texas—to see the dirt beneath his and his father’s fingertips as a source of pride, or his Latin American roots as a heritage to embrace. Early on, who he was—an immigrant who spoke no English when he first started school, whose father, a construction worker, and mother, with only a fifth-grade education, both left Mexico for Odessa, Texas, in search of a better life—was something from which he wanted to run. So, when he saw those office workers—neat, tidy, comfortable—he would ask himself a question, again and again: “Why not me? Why can’t that be me?”
“Why not me?” became Espinoza’s battle cry, a way for him to plan for a difficult-to-grasp future of success and acceptance. “I just started reflecting: ‘What am I going to do with my life? Am I going to be a construction worker? Should I get married?’” he says. “I just decided that wasn’t what I was going to do with my life. My only way out, I decided, was school. I knew I wanted to do something more. I would study and work harder than anybody. In my mind, that’s the way I was going to show them that I belonged.”
And, he decided, that meant he couldn’t go small; he needed to go to the University of Texas–Austin, the state’s flagship university. While attending a full slate of classes there, he also worked forty hours per week at a Budget rental-car counter, chatting with business travelers. One summer, because his roommates had left temporarily for home, he found himself living out of his car, spending his nights sleeping in it in the Budget lot or on coworkers’ couches. Still, he didn’t doubt his plan. “I don’t recall ever thinking about giving up,” he says. “I saw those people on the other side of the counter, and that helped motivate me. I thought, ‘Someday, I’m going to be on the other side of this counter.’”
“I want my leaders to reflect my values, for my community, my clients, and my family. . . . I want the door behind me to remain wide open for other hardworking individuals who desire a better life.”
It wasn’t all hardship in Austin, though. He met his wife, Anjélica Jiménez, now a district court judge, with whom he helped found an activist group, Helping Everyone Reach Opportunities and Education, which provided tutoring and mentoring to low-income high school students. The work inspired him, and he began to notice something: whether it was school issues, civilrights issues, or worker-rights issues, it was always lawyers who seemed to give a voice to the powerless. Once again, he said, “Why not me?” He decided he would become an attorney who would fight for the working class.
So, he returned to west Texas and worked construction jobs to sustain his family while at Texas Tech University’s School of Law. When he became an attorney, his clients became his passion. “I could speak their language,” Espinoza says, noting that they often worked in construction or warehouses or performed other kinds of manual labor. “I would see people come in, and that was my uncle or my aunt, that was my dad—they looked just like my family. They were working class, and that became who I really put my flag down for. I’d go to war for them.”
Today, from its San Antonio base, the Espinoza Law Firm continues to expand and now has six attorneys and a staff of more than twenty. It focuses almost exclusively on work injuries and workers’ rights throughout the state.
Espinoza no longer worries about his own acceptance; he wants others to thrive and for others like him “to have a seat at the head of the table.” He is happy to have the trappings of success he so craved and now focuses much of his energy on the local political arena, “always behind the scenes,” he says.
“I want my leaders to reflect my values, for my community, my clients, and my family,” he adds. “I know there are many people out there asking themselves the same question I did: ‘Why not me?’ I want the door behind me to remain wide open for other hardworking individuals who desire a better life.”
By Olivia N. Castañeda
William C. Callaham’s forty-fiveyear career in law has been marked by impeccable professionalism, which he now leverages to help his wronged plaintiffs win big cases
mid-1950s, a South Carolina-born United States Marine officer taught his son, William C. Callaham, the morals and values of a Southern gentleman. He’s since carried those values into the courtroom. “Honesty, a handshake, and your word are so important, and in the practice of law, reputation is everything and your word is everything,” Callaham says. “That’s the way it should be.”
On numerous occasions, after litigations, Callaham has received praise from juries for his professionalism. An unprofessional lawyer reverts to arguing, name-calling, and disrespect, and their performance results in numerous objections. Callaham sees such tactics used all too often, and in his view, they bring shame to the honorable practice of law. When lawyers are ethical and civil, there’s no need for objections, and litigation can be quite pleasant, juries have told him.
Professionalism within the industry even allows lawyers from opposing sides to befriend each other, and during Callaham’s first nineteen years as a defense attorney, one such opponent was plaintiff attorney Daniel E. Wilcoxen. After Callaham switched to the plaintiff side, the two attorneys partnered in 2010, and today they run the successful law firm Wilcoxen Callaham, LLP.
Based in Sacramento, California, the firm handles plaintiff cases related to product liability, personal injury due to automobile accidents and dog bites, medical negligence, and other professional-liability work. Callaham prefers medical-negligence and malpractice cases, and what makes him so successful is his keen interest in the sciences. In fact, Callaham holds a BS in mechanical engineering from San Diego State University. After graduating in 1970, he relocated from his hometown of San Diego to West Palm Beach, Florida, and took an engineering job with Pratt and Whitney Aircraft, a United Technologies Corporation company that designs, manufactures, and services aircraft engines and auxiliary power units. After thirteen months in research and development, working on jet engines for F-14 and F-15 fighter planes, Callaham found the work lacked intellectual stimulation, and he sought a way out.
His decision to change careers and return to California came when his neighbor suggested he pursue law, and not long after he was accepted to the McGeorge School of Law, at the University of the Pacific. He received his JD in 1974 and began practicing law, defending insurance companies and major corporations.
Callaham, the Adventurer
William C. Callaham has been a member of the American Board of Trial Advocates (ABOTA) since 1984 and served as its national president in 2008. One of ABOTA’s primary missions is to advance the legal field’s standards of integrity, civility, and ethics. The organization has a vast array of national and international educational programs for high school students, law students, teachers, and young professionals, and it has other programs for journalists in which they can learn more about reporting on legal matters. In addition to attending national and international board meetings three times a year and contributing to ABOTA’s educational programs at the conferences, Callaham has developed a reputation for being rather daring during the organization’s international annual conferences. Here are just a couple of his past stunts.
Toro, Toro
In Spain, in 2013, Callaham jumped into a bullfighting ring and faced down a bull for twenty-five minutes. Both he and the bull emerged unscathed.
One, Two, Three, Jump!
Early in his time with ABOTA, on a trip to Zimbabwe, Callaham took a bungee-tethered plunge off a high bridge—the Victoria Falls Bridge, to be specific, which overlooks one of the largest sheets of falling water in the world.
“Honesty, a handshake, and your word are so important, and in the practice of law, reputation is everything and your word is everything. That’s the way it should be.”
Having joined Ringler in 2008, Noah S. A. Schwartz, CSSC is an accomplished settlement consultant who heads Ringler’s Sacramento, Fresno, and Reno offices in California and works closely with the team at Wilcoxen Callaham, LLP.
His career change was the best decision of his life, he says, and it has brought him even more satisfaction since he switched from defendants to plaintiffs. “On the plaintiffs’ side, when I do a good job, get a good result, and win a case, oftentimes it changes somebody’s life, and that gives you a much better feeling about what you’re doing than saving some major corporation or insurance company money,” he says.
His external partners have been pleased with the course of his career as well. “As a settlement consultant, I’ve been able to see William’s talents and know his integrity very well,” says Noah S. A. Schwartz, CSSC, a settlement consultant for the offices of Noah S. A. Schwartz at Ringler. “His long and successful career is a testament to his honesty, collaboration, and superior performance.”
Among Callaham’s high-profile cases as a plaintiffs’ lawyer is Stewart v. Enloe Medical Center, a 2011 medicalmalpractice case that resulted in the highest amount awarded in a verdict in California’s Butte County. The amount awarded was $3,016,389, which Callaham says didn’t matter to the client. What mattered to her was the surgical error that caused the death of her fifty-year-old husband. The client did not make a settlement demand; instead she wanted changes to be made to the hospital’s practices and protocols that contributed to her husband’s death. “I still remember when the verdict was being read by the clerk,” Callaham says. “The jury’s verdict was question by question, and all my client wanted to hear was the answer to the very first question, which was whether or not the hospital was negligent. The answer was yes.”
It’s moments like that that make Callaham’s work worth it, and it puts the work in line with the gentlemanly values that have always guided him. “It’s so much more rewarding,” he says, “to be representing people against corporations, hospitals, and doctors.”
As a settlement annuity expert, Schwartz designs and presents structured settlement proposals and helps injured parties understand the guaranteed tax-free benefits of each structure plan. Related responsibilities include preparing present value analysis to assist in determining claim value and attending settlement conferences, mediations, court hearings, and other settlement forums. In addition, Schwartz prepares the documentation necessary to finalize structured settlements, and he reviews files on-site to determine structured settlement potential for clients.
Schwartz’s focus is designing structured settlement annuity packages for people involved in personal injury, wrongful death, and workers’ compensation cases, as well as building and maintaining client relationships with attorneys and insurance professionals.
https://ringlerassociates.com/consultants/noah-s-a-schwartz-cssc/
Becoming a trial lawyer was all Chris Lacy wanted in his younger days. And, in fact, that’s exactly what he became—for about ten years. But, then “the bigger picture” kicked in, and Lacy considered the places litigation could take him. Going in-house—with exploration and production company Southwestern Energy—appealed in ways it never had once he realized the value a litigator could bring to a business (see sidebar on p. 98). He came on board as a senior attorney for Southwestern Energy in the summer of 2014, and he took on the role of assistant general counsel less than three years later.
Here, Lacy speaks with Modern Counsel about life in-house with a relatively small legal team, the value he brings as a former litigator, and how he relied on his skills to help Southwestern Energy persevere in a multimillion-dollar class-action lawsuit.
What was it about Southwestern Energy that convinced you it was the right place to take your career?
If you look at the side of our building or on our letterhead, you’ll find a funny-looking engineering sort of formula. But, if you find out more about “the Formula,” as we call it, you learn it’s all about the right people doing the right things. What struck me during the hiring process were examples I was given where the company made what it believed was the right decision, even though the law would’ve permitted the company to choose a completely different route.
The legal department there is fairly small, right? Are you working to grow it at all?
We are definitely lean, but our entire industry has been faced with the challenge of doing more with less in the current commodity price environment. I see that as an opportunity to add value in different and creative ways but have to admit that, like a lot of my colleagues at other companies, I certainly wouldn’t complain about a little additional help now and then.
How does corporate governance factor into your work?
I’ve taken on more of a corporate governance role in the past year. To me, an important part of corporate governance is effective communication. Talking to the board, senior executives, or even shareholders is a very similar process to talking to a judge or jury. You often are called on to marshal and distill a complex set of facts in order to help someone make a decision.
Corporate governance is one example where I feel I’m personally bringing value to the company. Com-
municating to shareholders through our proxy statement, for example, is very similar to communicating to the court through a brief. And, in order to be successful in court, you need to be able to tell a compelling, succinct story in as few words as possible.
So that’s one example of the value you personally bring. What’s another?
The other big way I think we drive value for the company centers on risk. Generally, when you hear lawyers talk about risk, it’s usually only in terms of risk avoidance or something along those lines. But successful companies are successful because they intelligently choose which risks to take— while also taking reasonable steps to reduce the possibility or severity of bad outcomes. From a legal perspective, I view risk much more as a selection process, not just as an avoidance issue. If you only approach risk from an avoidance perspective, at the end of the day, you can justify not making any decision or deal.
Speaking of decisions and deals—what can you say about the class-action lawsuit that kept Southwestern Energy busy over the past several years?
The basic argument was that Southwestern Energy wasn’t paying enough in royalties.
There were a number of cases filed by various groups of plaintiffs’ lawyers. Two of the cases were already pending when I got here, so the first thing I did was put together lawyers from four firms, based here in Houston and in Arkansas—both trial lawyers and appellate lawyers. My goal was to build a team that had the collective skill set that I thought we needed in order to execute the strategy I had in mind.
Locke Lord congratulates Chris Lacy Assistant General Counsel at Southwestern Energy for his recognition in Modern Counsel.
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Early in his career, Southwestern Energy’s Chris Lacy assumed that deal-making lawyers were best suited for general counsel roles. But, the more he conducted his own research, the more he saw the advantages of those with litigation backgrounds. In his own words, here’s why:
1
“Litigators are strategically minded in the short and long term. Most cases last years. Because of that, effective litigators are those who see down the road three, five, eight years or more. The same goes for business. At Southwestern Energy, we have to have long-term and shortterm strategy planning; our investors demand it. You’ve got to know where you’re going, even many years down the road.”
2
“Litigators are very flexible. As a sixth- or seventhyear lawyer, I flew up to New York to take a deposition, and the very first thing the witness said fundamentally turned the whole case on its head. The outline I’d spent weeks working out went out the window in thirty seconds. It’s not all the time, but in big, sophisticated cases, things happen. You can set up all the strategies you want, but things change. The same thing happens in business.”
3
“Litigators are pragmatic. Lawyers are very good at coming up with every possible argument under the sun, but (a) not every argument is effective, and (b) in court, you don’t have time for every argument. So, you’ve got to get a sense of what matters and what doesn’t matter.”
And how did that approach play out?
There were certainly a lot of twists and turns along the way. We had competing groups of lawyers in federal and state court. At one point, we reached a global settlement with class counsel in the state case, but the judge in the federal case told us that we were going to trial in his case, despite the global settlement in the state case. So, we had to terminate the settlement—which we were permitted to do under the terms of the settlement agreement—and go to trial in the federal case.
It was a two-week, hard-fought trial. The plaintiffs had asked for more than $300 million in total. It went to the jury on a Friday afternoon, and in less than eight or nine hours—the jury was willing to stay late— the jury found we did nothing wrong, we’d honored the leases, there was no tricking royalty owners. They found for us on every single count.
It must’ve been so gratifying to get that verdict. I told you how our company believes we’re the right people doing the right things. If we really believe we’ve done something wrong, we’re willing to own up to it. So, it was very satisfying for the company to have our belief that we didn’t do anything wrong validated.
You could probably teach a complete law course based just on those cases. I would love to. From strategy to procedure to risk management, those cases had it all.
Locke Lord LLP:
“We have been privileged to work with Chris. He does an excellent job handling complicated litigation for Southwestern Energy. He supports, assists, and guides outside counsel in the best way possible.”
—Michael V. Powell, Of Counsel
Babst Calland:
“We’ve had the privilege of working with Chris Lacy since Southwestern Energy’s acquisition and development of property in the Appalachian Basin. Chris is a savvy litigator with extensive knowledge of the business. He is accessible, responsive, and “hands on” with the cases he manages. Chris is quick to facilitate and encourage the involvement of the business-unit leaders in the litigation process, encouraging a team approach to resolving the litigation. Chris insists on and develops winning legal strategies combined with common-sense cost-consciousness to deliver value to the company. The people at Southwestern Energy are a pleasure to work with, and all of us at Babst Calland are proud to call Chris Lacy our client and friend.”
—Timothy M. Miller, Esq. Shareholder, Charleston, WV
www.shjlawfirm.com
WHEN MARILYN MCCLURE-DEMERS looks back on her long history of fostering diversity and inclusion in the corporate world, she compares it to keeping your foot on the gas pedal. If you run out of gas on level terrain, you go nowhere, and if you take your foot off the gas while working your way up an incline, you can go backward. “There needs to be a continued appreciation for the importance of an inclusive work environment,” the vice president and associate general counsel of Nationwide says. “There’s a moral imperative here, and it’s incredibly important to keep that on the horizon.”
Over the course of her twentyseven-year career as a legal professional—including her earlier work in private firms and her latest in-house counsel position at Nationwide, where she has been for the past eleven years and where she currently oversees corporate, IP, financial services, litigation, and discovery management—she has championed these beliefs through involvement with a broad roster of outside associations, through internal diversity efforts, and through mentorships and sponsorships. The work is something she sees as a calling.
By Lori Fredrickson
Throughout her twenty-seven years in the legal profession, Nationwide’s Marilyn McClure-Demers has worked to bring conversations around diversity into the spotlight
It all began early in her career, after she earned her JD from West Virginia University and began doing legal work in the coal industry. There, she often encountered many challenges as a young female lawyer, and in her later work at firms and businesses in Illinois, Pennsylvania, Ohio, and elsewhere, she overcame perceptions associated with being a native of West Virginia, a region that has often been stereotyped.
What she learned from these experiences was to create opportunities for herself and to challenge herself to look for people’s strengths in their differ-
ences. She wanted to help others get ahead. “Everyone is different and we know it,” McClure-Demers says, “but the extent to which we differ—and the extent to which leaders and others are committed to learning the differences— varies greatly.”
Her push for diversity occurs in three different areas: in her practice with her clients and her technical work, in her stewardship as a leader and influencer in the profession, and in the culture of her organization and the culture at large. Some of her largest initiatives have come through her work with the Leadership Council for Legal Diversity (LCLD), which Nationwide joined and McClure-Demers was selected as one of the first fellows for, before she later joined the executive council. In addition to bringing Nationwide to the organization as a member, she also spearheaded an effort to bring the council to her alma mater to create conscious strategies with the state bar leadership, law school, and private practitioners. She has also worked to improve the inclusivity and diversity of the membership, program offerings, and boards of the Ohio Women’s Bar, and she has partnered with organizations such as the National Bar Association, the Minority Corporate Counsel Association, Corporate Counsel Women of Color, the Hispanic National Bar Association, the National Asian Pacific American Bar Association, and Lavender Law.
Additionally, McClure-Demers helps Nationwide participate in minority clerkship programs, and she has played a role in a range of events focused on creating safe environments for candid conversations, particularly around issues such as unconscious bias. “In leadership, we need appre -
ciation for the importance of this,” McClure-Demers says.
Her external partners have taken notice of her commitment to diversity, too. “Marilyn’s commitment to diversity is evident in everything she undertakes, from her leadership in the LCLD and related organizations to her approach to her work at Nationwide and the way she lives her life,” says Aneca E. Lasley, a partner at Squire Patton Boggs.
Marilyn McClure-Demers VP and Associate General Counsel of Corporate, IP, Financial Services, Litigation & Discovery Management Nationwide
Members of the Squire Patton Boggs insurance/ reinsurance dispute-resolution team have decades of experience representing insurers, reinsurers, and captives in coverage disputes involving a wide range of claims and coverages. The team’s litigators have been and continue to be involved in some of the largest life insurance and reinsurance disputes involving members of the industry.
Squire Patton Boggs represents insurers in connection with the full range of underlying claims, including some of the highest-profile losses such as those stemming from benzene, molestation, sports concussions, silica, asbestos, medical implants, PCBs, MTBE, PFOAs, pesticides, pharmaceuticals, wildfires, hurricanes, and other natural disasters.
The firm has litigated and/or arbitrated coverage disputes involving professional liability, life and health, variable annuity, general liability, surety, product liability, employment discrimination, and environmental matters. Its lawyers are recognized in Chambers USA and Chambers Global 2018 for Insurance Dispute Resolution, Insurance Coverage Litigation, and Reinsurance Arbitrations.
Squire Patton Boggs provides insight at the point where law, business, and government meet. With more than 1,500 lawyers across forty-seven offices in twenty countries, it delivers commercially focused legal services and invaluable connections on the ground to a diverse mix of clients across the globe.
McClure-Demers also feels it’s important to communicate that diversity efforts are not only imperative but operationally valuable. “From an industry perspective, it helps our organization,” she says. “In the teams that I’ve led over time, I want to be hiring better than me. I want to be hiring people with diverse perspectives across all dimensions, and I want to be hiring smarter than me.”
And, she says, this positions her team and the people on it to best serve the needs of their organization. “Regardless of the legal need, we’ve come up with a cost-effective, outcome-positive result more quickly and efficiently with diverse teams,” McClure-Demers says.
Challenges stemming from unconscious bias remain, though, so McClure-Demers has also relied on metrics to help communicate the value and necessity of diversity to leadership, using data from a McKinsey study and other sources. “Metrics have played an important part in disrupting people’s unconscious bias, where we see that we’re not where we need to be,” McClure-Demers says.
She is also a major proponent of mentorship and sponsorship, and she feels she learns about as much from her mentees’ perspectives as they learn from her. She particularly enjoys playing the role of connector, so much so that she founded a chapter of the Women’s Leadership Network in Delaware County, Ohio; it brings professionals together for communityservice initiatives.
As McClure-Demers works to push conversations about diversity and inclusion more into the spotlight, she also makes sure she is always learning from others. Her hope is that, as conversations grow around key issues such as race, ethnicity, and gender, organizations will gain more diversity of perspective, more diversity of geography, and, thus, more diversity of thought.
“The most important thing I can do as a member of the legal profession and as a leader,” McClureDemers says, “is put myself in situations where I learn more about others and gain perspective and information about their experiences and where they’re coming from—to grow personally but also to harness and leverage the strengths of that information in a way where I can bring people together in an inclusive way.”
We applaud our client and colleague Marilyn McClure-Demers on being recognized by Modern Counsel for her unwavering commitment to excellence and inclusion in her role as vice president and associate general counsel at Nationwide. We share Marilyn’s and Nationwide’s commitment to diversity and inclusion in all aspects of business.
As internationally renowned leaders in insurance and reinsurance law, having handled several of the largest insurance and reinsurance arbitrations on record, we are delighted to work with Marilyn and our Nationwide colleagues to continue to achieve success.
To find out how we can help you, contact:
Alex Shumate
Partner, Columbus
T +1 614 365 2739
E alex.shumate@ squirepb.com
Aneca E. Lasley Partner, Columbus T + 1 614 365 2830
E aneca.lasley@ squirepb.com
James Barresi
Partner, Cincinnati
T +1 513 361 1260
E james.barresi@ squirepb.com
By Bridgett Novak
After years of handling complex financial deals, Faye Ricci has joined employee-engagement software provider Limeade and learned some new things about simplifying processes, fostering growth, protecting data, and encouraging well-being
IN 2016, FAYE RICCI was looking for a change. She’d spent essentially the whole of her career up to that point as a lawyer focused on financial services. In 1994, right out of law school, she began representing major investment banks while working for one of Wall Street’s top law firms, Dewey Ballantine. She helped clients handle mergers, acquisitions, and other financial transactions while learning the intricacies of capital markets and structured finance. Then she took those skills in-house for CGA Investment Management Inc. In 2002, she moved to Seattle and worked at a number of law firms and investment banks—including JP Morgan Chase and Bank of America—and picked up additional experience in contract management, global securities, compliance, and software as a service.
However, “after the financial crisis in 2008 and the passage of Dodd-Frank in 2010, everything changed,” Ricci says. “Working in financial services
went from being about finding value and opportunities for growth to being all about regulations, which wasn’t nearly as satisfying to me. It was time to do something different.”
It was in 2016 that she met the COO at Limeade. She was inspired by the company’s vision, innovative philosophy, and impressive growth trajectory. Founded in 2006, Limeade now has two hundred employees and counts the State of Washington, Mercury Insurance, Synopsys, and Brinker International among its customers. Its Limeade Engagement Platform is based on cutting-edge research by organizational psychologists, psychometricians, business insight experts, and data scientists. The platform combines employee well-being, engagement, social recognition, and inclusion solutions, and its related programs help Limeade clients transform their workplaces, increase productivity, improve morale, and reduce turnover.
Ricci, now vice president of legal at Limeade, details a few of the effective leadership strategies she has learned and embraced in her current position.
Limeade’s platform is data driven, using HR data to develop business insights that help Limeade address employee well-being and engagement concerns. One customer might need to deal with issues involving night-shift workers; another might face problems surrounding repetitive tasks. “Working for a company that values the different needs of employees at every level has a profound impact on our clients and all of us who work here,” Ricci says. “The employees at Limeade are energized by our mission. I also want to help everyone who works here to be successful, not just in the performance of their job but in whatever is important to them.”
Limeade’s research shows that to improve well-being, people need to feel they are valued, no matter their role in a company. To this end, Limeade holds internal events such as “Own It Day.” All employees are invited to present ideas to help improve the company’s products or services. The people recruit internal teams—usually made up of people from other departments—to help turn their ideas into reality. The company then votes, and the best ideas find their way onto the product development schedule.
Ricci’s legal team saw the annual event as a challenge to improve its own operations and ended up creating an
automated system for legal requests. “The new system has increased the efficiency with which legal requests are handled,” she says. “It’s enabled everyone in the company to see not only where their particular request is in the queue but the volume of issues being handled by the legal team.”
Limeade’s emphasis on teamwork has also influenced Ricci’s management style. “There are essentially no walls between departments here, which is incredibly beneficial, especially for a legal team,” she says. “Our primary job is to help the company make informed business decisions and manage risk. To do that, we need timely and relevant data, no matter where it is generated.”
Ricci and her team have weekly calls with sales and partner teams to make sure they understand all the priorities. “We also attend product meetings, drop in on coworkers to see what they’re up to, and encourage everyone to come to us whenever issues arise,” she adds.
Ricci says this is especially important when it comes to the IT department, given the complexities associated with electronic storage of client information. “Even though our compliance specialist sits in the IT department, I work very closely with her,” she says. “It’s another example of the seamless environment here.”
Ricci doesn’t limit herself to Limeade’s internal team. “We have outside counsel who are specialists in certain areas such as data-privacy regulation,
partnerships, and reseller agreements,” she says.
Ricci considers Limeade’s customers part of her team, too. “They often ask us about industry trends or new data-security concerns,” she says. “Sometimes, the jurisdiction in which a customer operates passes a new law we need to be aware of. That’s why it’s extremely important that we have open and honest communication with everyone. This kind of mutual support and dialogue has expanded my understanding of what it means to all be on the same team.”
Since its founding, Limeade has followed the rules outlined by the Health Insurance Portability and Accountability Act because its platform handles personal health information. The company recently expanded its commitment to data privacy by earning certification from the Privacy Shield, which requires adherence to stringent data-privacy standards and transatlantic data transfers.
Having customers with a global employee base has also expanded Ricci’s responsibilities. “I took on the role of data-protection officer [DPO], in preparation for adherence to the General Data Protection Regulations, which went into effect May 25, 2018.” A DPO is responsible for overseeing dataprotection strategy and implementation to ensure compliance with all relevant data-protection laws and regulations. “This reinforces the importance of me working extremely closely with our IT and data-security folks,” Ricci says. “It’s exciting how the Limeade team just keeps getting larger.”
Zamira Zapata explains how she has expanded her legal role at Diageo over time and worked to increase the value she and her team provide to the alcohol and spirits company
By Alison Ver Halen
WHILE MANY PEOPLE THINK of in-house lawyers as inhibiting business by telling executives what they can and cannot do, Zamira Zapata doesn’t see it that way. Shortly after alcohol and spirits company Diageo recruited her to be its general counsel in the fall of 2011, Zapata joined its executive committee and began incorporating more responsibilities into her role. She’s been using her legal prowess and her extended reach to help the company advance its business initiatives ever since.
Zapata’s climb up the executive ladder began in early 2014, about two and a half years after she started working at Diageo, when the company expanded her position as general
counsel to include corporate security. “Normally, lawyers are the head of the legal function,” she says, “but Diageo, through the years, has been consolidating other responsibilities into that role.” The executive team didn’t decide to give Zapata more duties simply on a whim, either. Its members understood that she had the right prior business experience to handle the work and improve Diageo’s practices and processes. “It has a lot to do with business skills and leadership skills you develop throughout your career,” Zapata says. “At Diageo, we are business leaders who are looking to drive the performance of the business.”
Now Zapata is vice president and general counsel for Diageo’s Central
America, Caribbean, free-trade zone, and border business, and in addition to overseeing corporate security and brand protection, she leads the company’s compliance team in this region. She also plays a relevant role on the executive committee and the board of directors for the Zacapa business, which is key for Diageo, especially in markets such as Italy, the US, and Mexico. Each area she runs is critical to the success of the business as a whole.
At the same time, she makes sure the members of her legal department do more than serve as checks on business operations. “We give highly creative, cost-effective legal and business advice to the commercial and marketing teams where we operate,” Zapata says. “I think it’s critical for the legal function to drive and generate value for the long-term, sustainable success of the business. It’s about finding the opportunities, the possibilities, and the solutions to help the business grow and perform.”
Zapata and her legal team proactively benefit Diageo and improve its bottom line in a number of ways, including lowering costs by maintaining compliance with local laws and reducing the risk of litigation. “When we focus on having the correct emphasis on risk management, simplification of processes, and timely decisionmaking, we generate value for the business,” Zapata says. “We have also facilitated the marketing team’s agenda and increased the reach of our brands and our products to new customers and consumers.”
Today, with labels as varied as Smirnoff, Johnnie Walker, Baileys, Don Julio, Buchanan’s, and Guinness, among others, Diageo operates in thirty-seven different countries—many
in Central America and the Caribbean—and has a wide consumer base. Zapata’s work for the company is quite different from that of her previous job, as general counsel for Genomma Lab, which operates primarily in Mexico and Latin America. “It’s a challenge to be able to contribute to a business in different jurisdictions because sometimes there are similarities in terms of the regulations but there are others where regulations are very different,” Zapata says. “In Central America, you have some countries that follow the roman system—like Belize, El Salvador, Panama, Nicaragua, Costa Rica, and Guatemala—but then, in the Caribbean, you find a mix of jurisdictions where there is influence from European law or UK law.”
At the same time, that challenge has helped make Zapata a better lawyer. “When you expand your responsibilities to other regions, the complexity of having different regulations across regions is one of the areas where you expand in terms of your legal expertise and your legal development,” she says. As she continues to refine her own know-how, she’s also making sure the rest of her team has the right skills and commercial insight to deliver and remain agile in its execution. “We have to have not only the right team,” she says, “but the right capabilities and the right judgment to correct and drive the business’s performance.”
Hunton Andrews Kurth is a global law firm serving the world’s leading companies. Our industry focus spans the energy, financial services, real estate investment and finance, retail and consumer products, and technology sectors. With offices well-situated throughout the United States, Europe, Asia and the Middle East, Hunton Andrews Kurth is poised to help businesses around the world navigate complex legal challenges. For more information, visit HuntonAK.com.
Verint Systems’ Brian Leslie reflects on the role the company’s legal team plays in culture, process refinement, and yielding positive and powerful experiences and results for its clients
By Jeremy Borden
ONCE NEW HIRES HAVE BEEN around awhile at Verint Systems, which provides customer-engagement solutions to a wide range of clients around the world, Brian Leslie likes to ask them a simple question.
Leslie, a senior vice president and general counsel for the company’s global Customer Engagement Solutions division in Alpharetta, Georgia, wants to know what those who’ve come from other companies think about Verint’s legal department, how it works with other parts of the business, and the types and effectiveness of interactions it has with customers. In essence, how does the department compare to those at other companies? Those who answer are usually surprised.
The legal team in many large organizations is considered a back-office function that has little to do with the core sales business, but at
Verint, it’s woven intricately with the rest of the company’s operations. Leslie is one of the leaders in the business to thank for much of this seamless internal integration, which has yielded powerful outcomes for the company of five thousand employees, its top and bottom line, its approach to customer service, and its culture built around customer success.
Early in his career, Leslie worked in marketing and sales and as the owner of a medical-supply start-up company. In those roles, he attended trade shows and still remembers the “adrenaline rush” of closing the deal. “It was like candy to a kid,” he says. Later, when he first became an attorney and his role was more strictly on the legal side, he found he missed the deep connections and value that came with being involved with sales and day-to-day negotiations. As his role evolved, Leslie assumed a
leadership position in negotiations, those sales connection points, and more, getting him back to his passion of doing business in a highly connected, collaborative way.
At the same time, an overall evolution in the Verint business several years ago gave way to a cultural groundswell—what Leslie and his colleagues refer to as “Developing Customers for Life.” This principle fit like a glove with the company’s customer-centric approach and commitment to customer success—really helping customers gain maximum value from their Verint solutions, with Verint serving as a trusted partner along the way. Leslie and his legal team—and all groups across the company—have ingrained the company’s Customers for Life principle into their day-to-day functions and overall approach.
So what exactly is at the heart of Verint’s customer-centric guiding principle? It’s grounded in customer success and creating customer champions. As Leslie explains, “Our customers become champions when we understand their business needs, proactively communicate with them, and make it easy to do business with us throughout their journey,” from initial prospecting to negotiations and final sale and from implementation and training to full production, service, and support.
Simply becoming more involved in the beginning stages of sales and negotiating contracts, for example, was a move that wound up being a boon to the company’s negotiation process. It’s helped ensure that deals have gone more smoothly for both Verint and its customers, leaving everyone informed and more satisfied during and after negotiations.
Brian Leslie SVP and General Counsel, Customer Engagement Solutions Verint Systems
“Our customers become champions when we understand their business needs, proactively communicate with them, and make it easy to do business with us throughout their journey.”
“At the end of the day, you have to figure out how to mix and marry all the personalities on both sides to get deals closed,” Leslie says. “If you don't know the dynamics of a room, there’s no way you can effectively negotiate. In a sense, the members of our legal team think and act as masters of psychology and conscious observers of personalities, and they apply those added skills to facilitate deals. It became a natural part of what we do and makes work both fun and fulfilling for my team—while producing quality results.”
Satisfying customers during negotiations contributes to Verint’s larger
customer mission, too. The company is in the business of providing its clients—from large, global enterprises to small- and medium-size businesses—with tools to capture, analyze, and act on customer data to deliver high-caliber experiences. Whether it’s calling into a contact center or using self-service channels, companies count on Verint solutions to help them simplify, modernize, and automate customer engagement.
Leslie notes that it’s important for Verint to apply the same approach, expertise, and tools it uses with clients inside its own business. “This includes
everything from how we gain a better understanding of the prospect or customer’s business and needs before engaging in a negotiation to asking how we did post-sale using our own survey technology to capture the ‘voice of the customer,’ act on that feedback, and constantly improve,” he says.
Integration at all steps in the process is also key to ensuring customers gain value and renew their business. “The tricky thing, of course, is we could make customers extraordinarily happy by just giving them everything they want,” Leslie says. “But, how do you protect shareholders, protect IP, and mitigate risk to a reasonable level? It’s a balance—but a very achievable one that, when done right, ends up being mutually beneficial.”
It’s all part of a practice of putting customers first. “Verint’s legal team is not simply there for final sign-offs or contract advice,” Leslie says. “We’re actually in the room, playing an active role at all stages of the process. We’ve found it’s more conducive to forming strong relationships and grows the likelihood that customers will be pleased.” The proof is in the company’s strong renewal and retention rate.
Leslie sees the difference in the company’s customer-service approach and its relationship to its legal team. “They haven’t asked me to attend because they needed a lawyer,” he says. “They want me there to talk about how we structure an effective relationship. The power of relationships, trust, and collaboration toward a mutually beneficial result is what we think powers customer and business success in this new world. Applying those principles to traditional functions and really continuing to evolve them keeps our legal team and profession at the top of its game.”
Taylor English is honored to be a trusted partner and counselor of Verint.
We commend Brian Leslie for his innovative contributions to Verint’s business success and his energetic and effective leadership of its legal department.
Kilpatrick Townsend congratulates Brian Leslie, Esq., SVP and General Counsel of Verint Systems Inc., for his leadership, professional accomplishments, and recognition by Modern Counsel.
WHAT ALISON WISNIEWSKI VALUES
most about her work as chief legal officer at Epiq, one of the top providers of tech solutions for the legal industry, is the number of accomplishments that her team is able to pull off on a day-today basis. “We handle virtually everything legal for the organization, and I do mean everything,” Wisniewski says, including contract review, service and licensing agreements, guidance on data protection, real estate and employment law, litigation, intellectual property, and corporate governance. And, because her six-person team is able to do so successfully, she adds, “Each day is a win for us.”
Having joined the company as in-house counsel in 2010, following several years at firms such as Kramer Levin Naftalis & Frankel LLP and Sidley Austin LLP, Wisniewski has also been able to provide her company with wins over a period of steady growth. Document Technologies, LLC acquired Epiq in a major 2016 acquisition, and the organization is now valued at $1.2 billion and has expanded both its client base and its geographic scope. As a result, Wisniewski says, having in-house counsel is more vital than ever, and here she explains some of the reasons why.
By Lori Fredrickson
Alison Wisniewski’s legal team at Epiq has guided the company through significant growth—and it’s ready to help it keep growing
“We run the gamut around what we do from a legal perspective in this organization,” Wisniewski says. When those from other departments have questions related to any of the varied legal subjects her team works on, they’re able to get answers quickly by reaching someone in-house directly, rather than engaging with outside counsel. And, from a litigation perspective, when a
complaint or subpoena comes through, Wisniewski’s team is able to easily and quickly respond to it without clearing conflicts or determining rates with outside counsel.
Equally important is turnaround time on any task, including completionof-service agreements. Wisniewski’s team generally manages about a hundred such agreements each week across all business units. “By doing this review and negotiation in-house, we engage with the business and understand its risk profile,” she says. “It helps us with our revenue generation and also provides the organization with protection against risk.”
Alison Wisniewski Chief Legal Officer Epiq
In addition to having a legal team whose members communicate well and know one another, having one whose members understand the company and its players provides a level of ease and prevents everyone from having to navigate new personalities. The members of the business team at Epiq know that, in addition to a litigation specialist, there are five lawyers at the company who understand the issues they deal with in reaching company goals. Likewise, the lawyers know the businesspeople they’re working with. “We understand what they want or don’t want, who is more risk averse, and why,” Wisniewski
Calcagno Law PLLC
says. “That helps us to know what they need to accomplish their goals.”
Wisniewski’s team frequently gets brought into conversations that aren’t necessarily about legal decisions. “The business often wants our opinion on certain issues because we can creatively think like a lawyer and offer alternatives,” she says. She cites liability limitation as a common example: often the business sits down with her and her team to weigh the risks of data it’s obtaining to come up with a liability number.
Other times, when an issue comes up that Epiq is unsure how to handle— whether related to an employee or a client—it immediately loops in the legal department. This, Wisniewski says, has the added value of providing assurance. “When someone thinks they’re doing the right thing and wants to do the right thing,” she explains, “running it by someone in the legal department who understands the business as well as what is legally appropriate gives them comfort.”
“I could probably create a services agreement in my sleep for any business unit and know which provisions of that agreement are important,” Wisniewski says. This cuts down on outside counsel costs and time, ultimately making the process much more efficient while eliminating the need to reach out to specialists.
setting up companies in other countries. “When you have an in-house counsel that understands the business and the organization, it makes it a lot easier to get work done in a more efficient manner, because you don’t have to learn the background information about that organization and what it has done in the past,” Wisniewski says.
During the integration process with Document Technologies that started in 2016, having an in-house legal team was vital. “Combining two similarly sized organizations within the same industry is a challenge,” Wisniewski says. That all sales team members knew there was a legal team who could assist them— and assist with integration efforts globally—helped to ensure a swift and efficient process.
As the company continues to expand, it will be able to rely on its legal team to tackle any new challenges that arise. And, Wisniewski’s team will continue, as it always has, to have its day-to-day wins, whether successfully negotiating large contracts, navigating changes such as becoming compliant with the European Union’s General Data Protection Regulation, or coming back with favorable verdicts in litigation cases.
202 466-0544 carla.calcagno@calcagnolaw.com
Having a strong knowledge of how the business works also provides value in subjects ranging from negotiating contracts to corporate governance to
Epiq will always have a legal department that understands the ins and outs of its business. “Our client is the organization, and we all have the same breadth of knowledge about what it does,” Wisniewski says. “No matter what is needed, they know that they can come to us.”
Lisa Tomiko Blackburn loves to break new ground and learn new things, and it’s helped her lead CEC Entertainment in bold, new strategic directions
By Bridgett Novak
WHEN LISA TOMIKO BLACKBURN was a child, her family had racehorses. While assisting with their training, she discovered that horses exposed to lots of different activities and terrain were calmer and more reliable. “For example, a green horse freaked out the first time I rode it into a stream,” she says. “It bucked me off onto the rocks and stepped on me as it bolted from the water. That was a painful lesson, but it taught me that the more exposure we have to a variety of experiences, the better we are at staying level headed and generating productive solutions.”
Blackburn has since applied this idea consistently to her own life and career, and it’s led to one opportunity after another. During a break from college, she worked at several investment firms
in Southern California, handling currency options and limited partnerships and eventually earning her Series 7 license. Then, law school called, and after earning her JD from the University of Michigan, she focused her practice on commercial real estate, first at Santoro Driggs, in Las Vegas, and later at Patton Boggs, in Dallas.
“Working in those hot markets during the real estate boom facilitated access to sophisticated projects and enabled me to have more responsibility than I would have during a down cycle or in less robust real estate markets,” Blackburn says.
Following the 2008 recession, she was general counsel of Cypress Equities, a real estate development company with $1.5 billion in assets. “That period
took a lot of grit,” she says. “Every day was a fire drill. I got lots of experience negotiating tough positions and refining litigation-avoidance strategies.”
Then, in 2015, Rudy Rodriguez— Blackburn’s former outside counsel, who was then general counsel at CEC Entertainment (the parent company of Chuck E. Cheese’s and Peter Piper Pizza)—needed a real estate law expert. “He is a highly skilled professional and a deeply interesting person, committed to the community, his family, and making the world a better place,” Blackburn says. “I jumped at the chance to work with him again.”
Since joining CEC as associate general counsel and deputy compliance officer, Blackburn has continued to find time for new experiences, including DiversityInc’s yearlong webinar series on diversity and inclusion and a certification in “Brain-Based Conversation Skills” from the NeuroLeadership Institute. And, she has been working toward an MBA at the University of North Carolina’s Kenan-Flagler Business School. As of press time, she was scheduled to graduate in December 2018.
“The knowledge imparted in my MBA courses has been invaluable in an in-house legal setting,” Blackburn says. “It’s a different lens that makes me better at my job. I now have a more comprehensive and nuanced view of how business works on a macro level and our competitive advantage on a micro level. Lawyers commonly say that law school helped them to ‘think like a lawyer.’ An MBA program helps you think like a businessperson.”
Blackburn applied tactics from her MBA classes to produce a multiyear plan to expand Chuck E. Cheese’s in-restaurant dining model in stages, from third-party delivery to traditional
Lisa Tomiko Blackburn Associate General Counsel and Deputy Compliance Officer CEC Entertainment
company-controlled delivery to, in the future, autonomous-vehicle delivery. “I analyzed the macro business environment, competitors’ 10-Ks, Porter’s Five Forces, cost parameters, revenue projections, and financing options,” she says.
When she presented her proposal, the company already had plans to test third-party delivery, but CEO Tom Leverton told Blackburn that her proposal “pushed his thinking.” “That was the best response I could’ve imagined from a CEO I view as visionary, innovative, and obsessed with the enterprise,” she says. The company’s fall 2017 delivery test proved successful and rolled out nationally in May 2018. Blackburn’s fiveyear proposal would add a proprietary ordering app, enhanced touchpoints, and fully branded autonomous vehicles with upsell capabilities.
In addition to promoting innovation, Blackburn looks for ways to combine her professional and personal goals. For instance, she decided to contribute her latest salary increase to Big Brothers Big Sisters. She started participating in the group’s Mentor 2.0 program in January 2018. “My mentee, Jennifer, is a high school junior who wants to be the first person in her family to attend college,” Blackburn says. “Mentors help mentees with the vision, tools, and structure to achieve their goals. My heart is invested in the program, and I knew I’d advocate a lot harder if I was working for kids like Jennifer rather than just for myself.”
When prominent companies face high stakes litigation, they turn to Call & Jensen.
Perhaps with Blackburn’s help, Jennifer can get exposure to a variety of experiences of her own. Baker McKenzie is honored to work with Lisa Blackburn, Associate General Counsel & Deputy Compliance Officer at CEC Entertainment, Inc. Lisa is proactive, resourceful, and insightful. It has been a pleasure serving as CEC Entertainment’s counsel and partnering with Lisa, an experienced and committed leader.
Call & Jensen: “Lisa Blackburn provides a valuable combination of business savvy and legal knowledge, which helps ensure that CEC Entertainment is always well po sitioned to make the best decisions for the future of the company.”
—John T. Egley, Shareholder
By Lori Fredrickson
Eric De Los Santos knows that creating foundations for D&I initiatives isn’t just about building awareness—it’s also about keeping everyone talking
THROUGHOUT HIS MANY YEARS championing diversity and inclusion, Eric De Los Santos has firmly believed in the importance of fostering ongoing conversations. “It’s one thing to raise awareness,” he says. “It’s quite another to create an appetite for D&I and keep it going. And, it’s not enough to have a room filled with individuals that reflect diversity; there has to be some activity and action going on, with people interacting positively and expressing their diverse perspectives.”
Today, both as associate general counsel and chair of the Diversity and Inclusion Council at staffing company TrueBlue and through work with a range of outside organizations, he employs a number of tactics to help himself and others keep diversity at the forefront of their minds.
De Los Santos has been passionate about D&I since growing up in Hawaii as the child of Filipino immigrants. He learned from an early age that diversity makes the world a richer, more colorful place. And, as a gay man studying on scholarship at Brown University— where he cofounded the Filipino Student’s Alliance—he recognized the importance of confronting issues of bias. He tackled such issues many times over the course of his seven years as a trial attorney, trying cases on subjects ranging from disability discrimination to sexual harassment.
But, when he joined TrueBlue—then named Labor Ready—as corporate counsel in 2004, he found opportunities to create conversations in new ways. This started after an early company outing he attended with his partner and now husband, when people later came up to him to congratulate him for introducing their relationship. “They’d never seen someone come out that way,”
De Los Santos says. After realizing there was an interest and willingness in the workforce to engage with D&I matters, he frequently worked to start conversations around that topic.
So, when an HR vice president started the Diversity and Inclusion Council in 2012, De Los Santos was a natural fit to later take over the chair position. And, from the outset, he was committed to making sure that the council would have a lasting foundation. “We recognized that it was important to have everybody engaged, that diversity isn’t just what’s on the outside; it’s also everything that makes us who we are,” De Los Santos says.
He began doing this by creating exercises for managers, trainings on inclusion, and videos that were available on the company’s D&I website. One popular exercise, called “I Am From,” involved putting people in groups to discuss five things about where they were from. “People had such interesting things to share and were able to put themselves out there,” De Los Santos says. “It set a tone that it’s OK to share and be vulnerable.”
The council’s efforts were overwhelmingly popular. People were excited to have these new conversations and opportunities to build trust. So, De Los Santos’s next challenge was to keep that momentum going. “The question became, ‘Now that we’ve got everybody excited about D&I, how do we move this forward and make an impact?’” he says.
From there, he worked to create a comprehensive program. This included starting employee resource groups, including Women in Leadership, the African-American Resource Network, and an LGBTQ group called BE PROUD, which will soon be joined
“It’s not enough to have a room filled with individuals that reflect diversity; there has to be some activity and action going on.”
by groups for Latinx and Hispanic employees and veterans. The council has also been pursuing initiatives and programs to engage TrueBlue’s temporary workforce, and it has worked to classify ways to build and clarify its program foundations and create a pipeline of future leaders.
Lately, De Los Santos has been working on several new initiatives: One is a second-chances intitiative, to help people who have previously been incarcerated, and another is an awareness campaign called Origins, with exercises where people talk about their ancestry and have opportunities to learn their heritage through DNA kits. He and the council have also been focused on developing partnerships within local communities to help grow their business services. In the past few years, they have also participated in various LGBTQ events, including the Seattle Pride Parade.
This has all been a second full-time job for De Los Santos. Having taken over as chair in the midst of his promotion to his current role, he has been equally focused on directing TrueBlue’s employment law division, where he’s dedicated to making sure that discrimination issues are handled appropriately. But, he’s been thrilled to do so, and to do so at a company that supports D&I.
De Los Santos is also committed to tackling conversations around diversity outside the workplace, where, as a longtime member of the National Filipino American Lawyer’s Association, he will be taking on the role of president, starting in November. “Working on D&I is a lifetime commitment for me,” he says, adding that one of the most important things about it is how it enables employees to be their authentic selves. “If we can recognize the value each individual brings to the workplace, we can mirror this in the real world.”
In conversation with CHRISTY DAVID By DAVID LEVINE
Diversity is a popular buzzword in business these days, but InvenTrust Properties takes it seriously. The Downers Grove, Illinois-based real estate investment trust—which owns, leases, redevelops, acquires, and manages open-air centers in key growth markets, primarily in the Sun Belt—is working to diversify its board with new insights and perspectives, and senior vice president, general counsel, and secretary
Christy David is part of a team leading the charge.
David has been with the company for twelve years and became general counsel in 2016. She credits the company’s leadership with pushing for a more inclusive board. “We think diversity better positions the board to strategically advise the senior management of InvenTrust,” she says.
Her external partners have also appreciated the effort. “It has been a privilege to work with Christy and the InvenTrust team over the years,” says Thomas Meier, vice president and director of sales for Chicago Title Insurance Company.
“Christy’s continued focus on an inclusive and diverse company has always put her group ahead of the curve.”
Diversity is not just about race and gender, though.
“It’s also subject-matter expertise—what the candidates bring to the table,” David says. Here, she speaks about the nomination process for the board in more detail—and also about how she looks to fill positions in her legal department, which has led to an increase in diversity in both areas.
Your board has added four new members in the past two years, with another expected in 2018. How do you account for diversity in the nomination process for InvenTrust’s board of directors?
The Nominating and Governance Committee is responsible for recommending new members for the board. With great support from our CEO and chairperson of the board, the Nominating and Governance Committee has taken a look at the makeup and decided to focus on bringing diversity onto the board. Given the opportunity to assist in the search for new directors has really opened my eyes to the potential of what different backgrounds and opinions can bring and add to the dynamic of a board.
How many people have you interviewed for the board?
In an effort to find the right fit, we have interviewed more than a dozen candidates in the past few months. We look at each candidate’s résumé and consider what specific skill set each individual can offer the board. We obviously look for candidates with real estate experience, but that isn’t a requirement. Candidates with technology, data analytics, finance, and other areas of expertise have all been considered. If a candidate can bring a unique perceptive to the board, we are interested.
What about when you’re looking for new internal hires for the InvenTrust legal team? What do you look for in terms of fit?
Christy David SVP, General Counsel, and Secretary InvenTrust Properties
Chicago Title salutes Christy David, VP, General Counsel & Secretary at InvenTrust Properties Corp. on an accomplished and successful career.
We are proud to partner with Christy David and the InvenTrust team to provide title insurance and related services for their commercial real estate transactions. We look forward to our continued relationship.
Chicago Title Insurance Company, who has worked with InvenTrust Properties group over the years, is a member of the Fidelity National Financial Inc. (NYSE: FNF) family of companies. For more than 170 years, Chicago Title has provided title insurance and related services for many of the largest and most prestigious real estate transactions, from historic landmarks to modern skyscrapers, hospitals to hotels, and shopping centers to sports arenas.
Chicago Title–NCS Chicago is a national commercial service division of Chicago Title, offering one-stop service to its commercial customers, whose real estate transactions span North America. Based in Chicago, it has more than 130 dedicated title insurance and escrow professionals who possess skills unsurpassed in the industry and service the most complex commercial transactions. NCS Chicago aggregates all the resources within Chicago Title and its affiliates and agents in order to offer the most comprehensive title-insurance products and services to law firms, developers, corporations, REITs, investors, and lenders. NCS Chicago’s staff prides itself on developing innovative solutions to the most challenging real estate, escrow, and new-construction transactions.
My hiring practice is to focus on fit within the department and the culture. When a candidate demonstrates the required legal skills, I then look for the added value they can offer. My department has a team approach, so you have to fit within that personality scope. I look for ambition, drive, and, most of all, a steady work ethic to push and drive results.
I want to make the department a place where people can collaborate for the betterment of the company. So, by “fit,” I don’t mean we all have the same opinions and beliefs; I mean we all have the same goals and work ethic to drive the company forward. If you work for me, check your ego at the door; the team and company come first.
What about when hiring outside counsel and other external vendors?
We look to outside counsel to function as an extension of our internal team. We use them for overflow or in subject areas in which we don’t have internal expertise and are looking for good, practical legal advice. You can hire the greatest firm, but unless the outside attorney is on the same page as you, you may not get the most useful legal advice or documentation. We look to partner with attorneys who give us creative solutions and sound business advice and offer creative budgeting.
In building the InvenTrust legal team, have you also increased its diversity?
In the past two years, we have brought on additional personnel with the hiring model I discussed earlier, and gender diversity has been a byproduct. Diversity is extremely important, but I did not hire with solely diversity in mind. I was hiring for our staffing needs and corporate culture.
Are there particular challenges or concerns when it comes to internal and external legal staffing in the retail real estate sector? The challenge is in mitigating risk without handicapping the organization. I have been lucky, because InvenTrust’s senior leaders encourage legal to come to the table early in the process to give our feedback and advice. I need a legal staff that can see the big picture and look at the business as a whole. There is always going to be inherent risk in business that we can’t completely get rid of, but we need to evaluate and determine what an appropriate level of risk is for the organization. I don’t think this is particular to this sector; it is particular to in-house legal work. I want people who can give good legal advice and let the business move forward. We can’t be the “No Department.” I have seen that in other settings, and it deters the business from seeking our advice. At that point, we are not providing a service to the company.
It sounds a lot like how you fill the board of directors.
You’re right. It is not much different. In both, we look for cultural fit as well, not for the same opinions and beliefs but for the work ethic, to make sure this group of people works well together and has the same common goals and initiatives. It comes full circle.
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Beveridge & Diamond:
“To use an old-time phrase, Christy is a ‘lawyer’s lawyer.’ At the same time, the title Modern Counsel fits Christy because she is always open to new approaches. She is innovative and always effective.”
—John Guttmann, Principal
By David Levine
Chevron’s Josetta Jones volunteers with mentorship groups for young women to show them the fun and possibilities of a career in STEM
Josetta Jones Managing IP Counsel of Downstream, Chemicals & Midstream Chevron
JOSETTA JONES KNOWS she had a lucky childhood. She grew up in Houston, and her parents stressed education. Both had doctorates, and her father was dean of the graduate school at Texas Southern University. She went to a private school, and “my parents made me go to summer school for technology,” she says. That background propelled her to study chemical engineering at Northwestern University, get a law degree at Texas Southern University, and earn a master of laws degree from George Washington University.
That’s a vastly different upbringing than that of most of the young girls she now mentors, in and around Richmond and Oakland, California. “I didn’t have the lack that some of these girls do,” she says. Jones is the managing intellectual property counsel of downstream, chemicals, and midstream for Chevron, the energy giant based in San Ramon, California. But, she also puts in hours showing girls and young women of color, who often don’t have the advantages and opportunities she had, that learning, especially in the STEM fields, can be a path worth following.
Both she and Chevron see the value in developing relationships with nonprofits, including organizations that promote the sciences. “It is important to give back,” Jones says. “People may not know about the opportunities out there, especially in STEM fields. It is very different from when I was a girl. There are so many opportunities now.”
Some of the girls she works with come from disadvantaged communities, she says. She volunteers with two organizations, Techbridge Girls and Girls Inc., which give the girls something to do after school and, more importantly, a chance to interact with people they might not typically meet. “There are
“People may not know about the opportunities out there, especially in STEM fields.”
not many lawyers or engineers in their families or neighborhoods,” Jones says. Jones started working with Techbridge Girls about fifteen years ago. The organization began, in 2000, as a program to expand the academic and career options for girls in grades five to twelve who are interested in science, technology, and engineering, through after-school and summer programs in the San Francisco Bay Area. Jones volunteers about twice a year in the classroom and is on the organization’s Regional Advisory Council. Sometimes the girls come to Chevron to see the work being done there, but
more often Jones goes to their Oakland location to create and collaborate on hands-on projects. In teaching about intellectual property, she offers realworld examples. “I ask the kids, ‘What in your life might need a patent or a trademark, like a cell phone or a slogan for McDonalds?’” she says. “Some girls wonder what it all means, so I try to think of pertinent examples that resonate with them.”
Girls Inc. is a national organization dedicated to empowering girls and young women in general. “Their motto is ‘Strong, Smart, and Bold,’” Jones says. “They look at developing well-rounded girls.” Chevron has partnered with the organization for the past few years. In 2015 the company funded the construction of a related tech center, called the Fab Lab, at an area high school. The lab has computers, a 3-D printer, a laser printer, a vinyl fabrication machine, and classrooms. The lab is available to the high school students as well as the community, including the girls from Girls Inc. The girls have used the equipment to, among other things, design and laser cut graphics into wood. “They can see all the applications, from using the computer to the laser cutter, and put it all together,” Jones says. Another project has involved using wooden blocks to build the longest bridge possible and roll a ball on it. “We have done that several times, and it is never done the same way,” Jones says. “It really opens their eyes. We don’t do hard chemistry or math problem-solving. This is the first phase of STEM—letting go and opening up to creativity.”
Girls from Girls Inc. have also come to Chevron on occasion; on one visit, they made ice cream that was frozen using liquid nitrogen. “We discussed how different milks—
soy, coconut, dairy—and add-ons like nuts, candy, and cookies would impact the ice cream,” Jones says. “That was really fun.”
During a recent class at the Girls Inc. house in Richmond, she and another Chevron woman patent attorney led a “spa day,” and the girls made products such as bath salts, lip balms, and shower scrubs. “We talked about different chemical principals and why you get fizz from bath salts,” says Jones, who worked as a chemical engineer before going to law school. It gave the girls an opportunity to think about the products in their daily lives, and one girl even showed an interest in creating a new product and starting a business. “We talked about how all it takes is an idea and differentiating yourself,” Jones says.
As much as she loves simply working with the girls on projects in the Fab Lab and showing them that women of color can be interested in and have a rewarding and exciting career in STEM fields, she gets a lot back as well. Mainly, in the joy of science. “Your day job is very serious,” she says. “The girls are serious in a different way—in embracing life and the little things that make them laugh.” During a team-building exercise involving a hula hoop, “the girls giggled the whole time,” Jones adds. “To see the fun that’s out there, their excitement, is exciting to me. In our rush and deadlines, the fun and excitement can be overlooked. I take that back to the office with me.”
Merchant & Gould:
“Josetta is an excellent attorney but an even better manager. She cares deeply about her work, Chevron, and most about the people with which she works. It is an honor to work with Josetta as her outside counsel.”
—E. Joseph Gess, Partner
By Jeremy Borden
Stephen Sonne is helping Booking Holdings grow through acquisitions. Here he shares a few key lessons for young lawyers looking to become better dealmakers themselves.
FOR THOSE WHO DON’T follow mergers and acquisitions or the business of travel, they may not know Booking Holdings. But most people—the millions who have reserved a hotel or restaurant reservation online in recent years— know its companies and products, including its primary brands: Booking .com, priceline.com, KAYAK, agoda .com, Rentalcars.com, and OpenTable. Booking Holdings, which started as priceline.com in 1997, has become an approximately $100 billion travel and reservation industry leader, growing swiftly through acquisitions of key companies at the right times.
Around the time Booking Holdings was completing its acquisition of KAYAK for $1.8 billion in 2013, Stephen Sonne arrived. As senior vice president and associate general counsel, Sonne came to Booking Holdings with varied experience in the legal field, particularly when it came to M&A work. He had lived through the boom-and-bust cycle of the early Silicon Valley years, which gave him a distinct vantage point on both business and law, and he had grown as an attorney with his hand in an interesting array of deals and other legal work, becoming a trusted advisor along the way.
“Most tech start-ups and even many smaller tech companies that were publicly traded tended not to have significant legal teams,” Sonne explains. “So, for most of my clients, I’d be in board meetings or with management, primarily to give a legal point of view but also involved in business discussions, witnessing the decision-making process and seeing the goals and obstacles facing my clients. If they needed to do a venture-capital financing deal or buy a company, I was still the person doing it. I couldn’t hand it off to my M&A col-
league or my securities colleague. So, I became an M&A and securities lawyer.”
He loved the work, and it also gave him an understanding of what both sides of the M&A table need for a deal to be successful. He now relies on his expertise to help Booking Holdings as it continues to grow through more deals, including an acquisition of OpenTable for $2.6 billion in 2014. Here, Sonne shares some key insights for younger attorneys looking to get into the dealmaking business themselves.
Sonne says some less experienced attorneys want to be sharks. But, any shortterm gains earned by being deceptive aren’t worth it in the long run. “Never lie, ever,” Sonne says. “That doesn't mean you have to reveal everything you know, but never, ever lie.”
He says this doesn’t mean that negotiators can’t change their minds on facets of a deal, but establishing a trustful relationship from the get-go will also make such pivots easier. “You can say, ‘I know I said ABC at the beginning, but as we got more information, we now think XYZ ,’” he says. “As long as you were telling the truth, I think that's OK. You will never recover in a transaction from a lie, though, because the other side will never believe anything you say.”
According to Sonne, your reputation— and that of the client you represent— matters. “Almost always, the transaction you are doing now won’t be the last one for you or your client,” Sonne says. “So, understand that how you do deals will get around. You and your client want
to have a reputation of being a good acquirer. Even if acquisition conversations end up stopping, you don’t want to burn any bridges. Sometimes the right answer at the time is ‘keep working on your business, and we’ll talk again in six months.’ Sometimes that can be disappointing to the target, and they may feel misled if you overpromise up front or don’t set appropriate expectations. You may want to come back to them later, and you don’t want to have a reputation as somebody who is tricky or slippery.”
‘I DON’T KNOW’
Younger attorneys often want to impress folks in the room or are concerned that gaps in knowledge show weakness, Sonne says. But, he believes that attorneys should never be afraid of verifying information, getting a second opinion,
Stephen Sonne SVP and Associate General Counsel Booking Holdings
Simplifying and navigating a complex world.
Our clients view us as a safe pair of hands, and look to our attorneys with confidence to lead their highly strategic and transformative transactions. We are the original cross-border deal lawyers.
or checking with an expert. “Be prepared, but don’t bluff when it comes to legal advice,” he says.
“It’s great to be smart, everybody’s smart,” Sonne adds. “But, you need to have the self-confidence to ask questions, to not feel pressure to answer if you are uncertain or need more information. Find outside counsel you trust. You should not be at all bashful about telling them ‘I don’t know what this provision means,’ for example, or ‘why is the other side obsessed with this point?’ If you're embarrassed to ask a question, if you're embarrassed to say, ‘I don't understand,’ that will hurt you.”
Sonne says that smaller companies will sometimes hire someone they know or a family member who has legal experience but not specific M&A work. He says that’s not an opportunity for acquiring attorneys to lick their chops, for it often causes problems down the line when companies don’t fully understand what they’ve agreed to.
“When representing a buyer, I always want the seller to have professional counsel that they are comfortable with,” Sonne says. “Inexperienced lawyers are often afraid to compromise, and they will fight over things they shouldn’t, over absurd things.”
“Everyone has a different negotiation style, which is OK,” Sonne says. “But, lawyers have special ethical obligations. You may feel pressure to negotiate in a way you feel is unethical, to minimize risks or to hide information;
“You may feel pressure to negotiate in a way you feel is unethical; don’t give in to that.”
don’t give in to that. You have to have the courage to do the right thing. You may have to stand up to the business folks and say, ‘We have to take a step back from this company,’ or ‘We can’t sign this deal until this issue is dealt with.’ That can be really hard for a junior lawyer. There’s all this pressure; you want to be the one who helped it happen, not the one who stopped the deal. But, you have to have the inner fortitude to do what’s right.”
Dow Chemical’s Michael Glackin is using strategic litigation and business savvy to protect the company’s innovation pipeline, both now and down the road
By Lori Fredrickson
IN JUNE 2018, DOW WON a trial judgement of approximately $1.5 billion dollars against Nova Chemicals—the result of an eleven-year dispute over violations stemming from a joint venture agreement involving an ethylene facility in Alberta, Canada. Dow had brought the lawsuit in part because it eventually knew it could win, and it knew it could win in large part because of Michael Glackin. “When I became involved in the case, a lot of people didn’t understand what was at stake, and they didn’t understand whether we could actually win,” Dow Chemical Company’s assistant general counsel of litigation and EH&S explains. “The biggest thing I did was reshape the case and get the business to believe in the case and be in it for the long haul.”
Glackin understood the potential of the lawsuit because of his legal background and his experience and knowledge of litigation, but he also understood its importance to Dow because of his understanding of the business. Having worked for the company in various roles since beginning there as counsel of corporate legal issues and litigation in 2002, he began representing it early on in a variety of M&A cases. But, turning points came in 2008, when he stepped into the role of general counsel for one of Dow’s subsidiaries, Union Carbide Corporation, and also in 2012, when he became lead commercial counsel for Dow’s most iconic and profitable business units, packaging and specialty plastics.
“In-house lawyers don’t really appreciate the opportunity they have
Michael Glackin
Assistant General Counsel of Litigation & EH&S
Dow Chemical Company
to actually understand the business, but this was where I really started to do this, and that’s when I learned the importance of understanding the business,” Glackin says. In particular, he learned the importance of its innovation pipeline—including manufacturing facilities and which ones were the most valuable—and the competitive advantage that it created for Dow’s customers.
The roles also taught him the importance of how the plants were operated, which in turn pushed him to learn more about the litigation issues in contracts with customers and suppliers and why those were important as well. “You learn how the plants need to be run in order for Dow to run its business on a global scale—and how dependent we are on their success in order to deliver that shareholder return,” Glackin says.
As he was steadily promoted into higher roles with the company, he also began focusing on how to change its litigation profile. “We were too much in defense and defense work, but I wanted to change that,” Glackin says. “I wanted to become more of a profit center.” Rather than having mass tort cases as its most critical work, he began pushing the company to protect its innovation pipeline in intellectual property litigation and protect its international investments through commercial litigation.
This led him to a major career accomplishment in 2013: resolving litigation on what was then Dow’s largest case, against Petrochemical Industries Company, over a withdrawal on a joint venture with Dow named K-Dow. The case was settled in Dow’s favor, with a $2.2 billion payment, just below the arbitration award of $2.5 billion—one of the largest international arbitration awards in a commercial dispute.
Kirkland & Ellis believes that the best litigation results—whether achieved in court or across the bargaining table—occur when the lawyers and client act on the assumption that Kirkland will try the case, and Kirkland is prepared to do so, if necessary. The firm’s focus on trial readiness drives successful and more cost-efficient results for clients, as critical issues are identified early, addressed, and used to maximum advantage in the litigation and negotiation processes.
Kirkland represents clients such as the Dow Chemical Company in trial and appellate courts at the federal and state level, before administrative tribunals, and in arbitrations and other disputeresolution proceedings. The firm also represents clients in connection with proceedings involving government agencies such as the US Department of Justice, the US Securities and Exchange Commission, the Financial Industry Regulatory Authority, the US Federal Trade Commission, and various offices of attorneys general.
Lawyers in all of Kirkland’s offices have tried cases successfully to verdict or judgment, in virtually every business segment and substantive area, including accountant liability, antitrust and competition, appellate, class action, mass tort and toxic tort, construction, ERISA and benefits, first amendment and defamation, franchise and distribution, insurance coverage, international arbitration and ADR, product liability, and securities and shareholder litigation.
Artificial intelligence and “secondment arrangements”—bringing in attorneys for temporary in-house assignments—have both been controversial in the legal field. But, Michael Glackin sees them as important to the future. Here’s why:
1
AI can help lawyers assess risk. “AI can give you better insight into risk or failure, which can help in negotiations,” Glackin says.
2
AI can help lawyers navigate commercial and legal challenges. One good tool, for example, would be an AI that can assess the expected budget of a case over its lifetime.
3
Secondment arrangements allow lawyers to get insight into a company, how it operates, and how it views risk.
4
The right secondment candidates could be relationship partners. “A firm recently sent us someone who could potentially be a highrelationship partner for us for years to come,” Glackin says.
This helped strengthen Dow’s trust in Glackin, and in his initiative to file IP litigation cases to protect the company’s interests, which to date has resulted in $600 million in payments to Dow. “A lot of times lawyers are really good at understanding risk, but they’re terrible at managing risk because they’re so risk averse,” Glackin says. “In my view, the greatest risk is not taking one.”
He has also earned trust by being able to show the company that he has an understanding of how it operates— what its objectives are, where it wants to be, and how it delivers return. “If you don’t understand the business and what’s important to it, you don’t understand its strategies,” Glackin says. “I can counsel the company better because I do have that understanding.”
At the same time, Glackin has earned the trust of his outside counsel partners, too. “Michael is an excellent lawyer and manager,” says Michael P. Foradas, a partner with Kirkland & Ellis. “He treats Dow’s outside counsel as true partners, and he values our contributions. Kirkland is honored to have collaborated with him on many of Dow’s greatest litigation successes.”
Kristen R. Fournier, partner and coleader of the complex litigation group for Orrick, agrees. “I’ve always been impressed by Michael’s unique ability to focus on Dow’s business objectives, even during litigation,” she says. “His approach to litigation is never textbook. It always involves strategic, methodical moves toward an end goal.”
As a result of the trust he has gained, Glackin has been able to have a seat at the decision-making table, able to advise Dow about where it’s protected and where risk matters, including its innovation pipeline across global areas ranging from China to the Middle East.
“In-house lawyers don’t really appreciate the opportunity that they have to actually understand the business.”
Orrick is a global law firm focused on serving the technology, energy and infrastructure, and finance sectors from twenty-five offices worldwide. More than a third of the Fortune 100, including the Dow Chemical Company, relies on Orrick’s litigators to resolve their highest-stakes disputes. The firm’s team of 475 litigators has racked up a string of victories, going to trial twenty times in the past twenty-four months. Orrick combines trial and appellate prowess with deep subject-matter knowledge in mass torts, IP, cybersecurity, white collar, employment law, securities, antitrust, and other areas. Global leaders in the chemical, pharmaceutical, medical device, automotive, and manufacturing sectors turn to the firm for their betthe-company cases. Orrick successfully defends companies in mass torts involving thousands of plaintiffs nationwide, in some of the most plaintiff-friendly jurisdictions in the country. And the firm is recognized as a leader in the field. Law360 has named it a top-five Litigation Powerhouse, and Chambers & Partners nominated its Product Liability team for a 2018 Award of Excellence.
Michael Glackin Assistant General Counsel, Litigation
“In my view, the greatest risk is not taking one.”
And, Dow’s trust in him is also why he was appointed head of litigation for the case against Nova Chemicals in Canada. “When I was brought in, my job was to look at it to see whether it was still worth an investment for the company,” Glackin says. And, when he looked at the agreement and at the facility at the heart of the case, he realized that it was. “I knew that the case had decades of importance in terms of collaboration,” Glackin says. “The company had an enormous investment in the operation of the plant.”
He was able to win the case successfully through a strategy that involved bringing in US litigators to pursue the case in Canada as if it were a commercial matter in the US. And, while Glackin is proud of that victory, he is most proud that he was able to advise the company when it mattered.
“My biggest contribution to them was in being able to understand how the business was hurt and how the business could recoup damages,” Glackin says. “And this was strategic to them not just for today or tomorrow but for decades to come.”
Orrick and Kristen Fournier congratulate and thank our client and friend, Michael Glackin, for always valuing innovative solutions in the work we do together. We have collaborated with Michael and his team at The Dow Chemical Company for over two decades, and he has always pushed us to think outside the box. We are better lawyers for it.
By David Levine Phot s by Gillian Fry
in Tanya Fickenscher’s life since at least 2001, when on a second date with her now husband, the two went to a Brooklyn Cyclones game. But, she has come to more fully appreciate the game—especially what it means to its fans—since she joined Major League Baseball (MLB) as vice president and deputy general counsel in 2015. “The history of the game and the vibe you get at games—that’s special and unique,” she says.
A big part of her job is protecting the game’s fans from unauthorized memorabilia. And, as MLB moves more of America’s pastime online, offering games via streaming and merchandise through official websites, determined crews of counterfeiters are following suit, offering fake products on online marketplaces, social media, and counterfeit websites. “It’s a significant problem, a global problem that is also faced by the pharmaceutical industry, the luxury-goods industry, and the auto industry, to name just a very few—you name the product, and it can be and likely is being counterfeited,” Fickenscher says.
For MLB, what’s most often counterfeited are caps and jerseys, but that’s not all. The league has a large global licensing program, with thousands of items branded with MLB’s or one of its clubs’ trademarks. Fans can buy everything
from Dodgers onesies for newborns to Yankees nail polish and Cardinals cell phone cases for teenagers to Red Sox jewelry and Diamondbacks golf bags for parents and grandparents. “If we or our licensees sell it, then the counterfeiters likely do as well,” Fickenscher says. “They go where the market is.” MLB dedicates significant resources to fighting counterfeiting because it can cause real and great harm. According to the Organisation for Economic Co-operation and Development, there is, circulating globally, roughly half a trillion dollars’ worth of counterfeit goods. Trade in such goods adversely affects employment by taking away jobs from those who make, market, and sell legal merchandise, and it negatively impacts local businesses selling legitimate merchandise. Beyond such economic costs, though, what’s perhaps most important to MLB is preventing counterfeiting from harming fans. “The quality of counterfeit product is generally very poor and could even be harmful,” Fickenscher says. “The last thing we would want is for one of our fans to wear a counterfeit shirt that shrinks after one wash or that gives them a rash. We want to look out for the safety of our fans and help law enforcement go after criminal activity, which selling counterfeit product is.”
We Salute
TANYA FICKENSCHER LEONARD and are proud to have been intellectual property counsel to MAJOR LEAGUE BASEBALL PROPERTIES, INC. For over 20 years.
114 West 47th Street New York, NY 10036 www.cll.com
As part of its enforcement efforts, the league is a member of the Coalition to Advance the Protection of Sports logos (CAPS), an alliance composed of the four major professional sports leagues and IMG College Licensing. CAPS was formed in 1992 to coordinate and centralize trademark protection and enforcement for its members, both civilly and criminally. “We work jointly because counterfeiters often sell counterfeit product of other leagues when they sell MLB counterfeits,” Fickenscher says. Through CAPS, MLB and the other leagues conduct law-enforcement trainings, send cease-and-desist notifications, conduct raids of suspicious organizations, and bring litigation. “We dedicate significant resources to make sure we are doing as much as we can,” Fickenscher says.
MLB also conducts significant enforcement on its own, through its in-house legal team, outside counsel, and investigators. “As part of our anticounterfeiting efforts, we train local law enforcement to conduct ballpark enforcement during our jewel events”—the All Star Game and postseason games, including the World Series—“and our agents walk around with local law enforcement to keep the area clean,” Fickenscher says.
She herself has helped with such walk-arounds, though she had a lot to learn at first. During the 2015 World Series, she patrolled the area around Kauffman Stadium, home of the Kansas City Royals. It was a cold, rainy day, and she wore a bright red raincoat. “People could see me, supposedly undercover, and I stood out like a big red thumb,” she says, laughing. “The undercover cops called me a Little Red Riding Hood.” She has since purchased less noticeable outfits.
Fickenscher also works with outside investigators who scour the internet and brick-and-mortar operations; MLB will then send cease-and-desist letters. “We can’t be everywhere at all times,” she says. “Our investigators often get tips and work with local law enforcement” to put a halt to the counterfeiting. Online, MLB participates in the removal of hundreds of thousands of listings offering counterfeit product on online marketplaces, social media, and counterfeit websites designed to look like authentic MLB websites. “Again, it is important to us that we do what we can to protect our fans from being duped into buying what they think is authentic product but is really counterfeit,” Fickenscher says.
Her career has made her well suited for such work. The 1999 graduate of William & Mary Law School worked in IP and computer law for private firms right after graduation, and then she went in-house with pharmaceutical giant BristolMyers Squibb (BMS). “My skill set is really well adapted to
“[Combating
requires . . . kn
o
ortantly our fans.”
being in-house,” she says. “I like partnering with the business, where you have a one-on-one relationship with other departments and feel more like part of the team. That is important to me.”
She rose to the position of chief trademark counsel at BMS, and she went on to become head of the trademark division for pharmaceutical rival Sandoz because it allowed her to live abroad, in Germany—an experience she wanted for herself, as a first-generation German American, and for her husband and two small boys. After four years in the Munich area, though, they were ready to return to the US, and MLB drafted Fickenscher onto its team.
Since then, she’s overseen some memorable busts of counterfeiters. During last year’s World Series, her team found an unauthorized silk-screen printing operation in Los Angeles. “We confiscated several hundred shirts, but the larger significance [of the bust] was taking important parts of their printing apparatus,” she says. Her team also recently seized about 27,000 caps in South Africa, about 18,000 caps in Bulgaria—“of all places,” she says—and 19,000 caps in China. Of course, as soon as one counterfeiter is taken down, others pop up. “It can be a bit of Whack-a-Mole,” Fickenscher admits. “It requires a certain amount of fortitude and knowing you are fighting the good fight and doing it in the best interest of many people—most importantly our fans.”
Tanya Fickenscher Leonard of Major League Baseball Properties A Global Leader in
Fross Zelnick is delighted to share in honoring our friend and client
In
FRANK M. CLARK II
By GALEN BEEBE
Frank M. Clark II was well into his legal career when he first began working in technology law as senior counsel at Sun Microsystems, in 2006, but he’s still been in the niche long enough to have seen it undergo significant change. “I knew that the technology sector was growing rapidly,” he says. “This was an area of law that I knew would be evolving for years to come.”
When Oracle acquired Sun, in 2010, Clark joined Oracle’s North American commercial legal group as senior corporate counsel. “At Oracle, I continued gaining valuable transactional experience and software licensing, but I was also introduced to the growing area of cloud computing,” he says.
Then, he joined Infosys Limited, an India-based technologyservices firm, as practice counsel, in 2012. As the tech industry has continued to evolve and Infosys has expanded its product portfolio, Clark’s role has evolved as well, and now he’s assistant general counsel and head of legal for the Americas. “The business and legal challenges that are presented to me on a daily basis constantly keep me thinking of new, innovative solutions,” he says. “There is rarely a dull moment.”
Clark spoke with Modern Counsel about the constantly changing technology landscape and how Infosys is positioning itself for future growth.
How have you seen the landscape of technology law change throughout your career?
First and foremost, technology has become extremely advanced and mobile, and that has really changed how people interact with it. The second thing I’ve seen the biggest growth in is cloud computing. No one goes to the store and purchases physical copies of software anymore. It’s all downloaded from or accessed via the cloud. That’s changed how people engage with retail. The reliance on cloud computing has led to significant changes in data privacy and security laws.
How do the changing regulations affect the way you approach your work?
It impacts the services because customers are concerned about how you are going to keep their data secure and private. It also increases the liability that we’re potentially subject to in our commercial agreements. Because data privacy and security is such a hot issue, customers are seeking higher limits of indemnification for breaches and higher limits on the limitationliability cap. All that has forced us to become very creative in solving for the increased risk.
How is Infosys adapting to customers’ changing expectations?
Infosys’s growth strategy has changed significantly over the last few years. The shift can be attributed to both changes in executive leadership and customers’ evolving needs and focus. Our CEO, Salil Parekh, recently announced that his priorities are to build an agile digital future for our clients and ourselves, to take our existing core services and energize them, to continue to reskill our employees, and to localize in the markets where we have a large presence.
Frank M. Clark II Assistant General Counsel and Head of Legal for the Americas Infosys Limited
How do the company’s recent acquisitions address those priorities?
Recently, we’ve been focused on increasing our portfolio in digital marketing and related services. That’s an area that’s blossomed over the last five years or so. In August of 2017, we acquired Brilliant Basics, a Londonbased product-design and customerexperience innovator known for its world-class design-led approach and experience in executing global products. This acquisition represents Infosys’s commitment to the expansion of a worldwide connected network of digital studios.
Most recently, we announced the acquisition of Wongdoody, a Seattleand Los Angeles-based full-service creative and customer-insights agency, known for its award-winning integrated campaigns, omni-channel programs, digital in-store experiences, and multiplatform and shareable content. This move has strengthened Infosys’s creative-branding and customerexperience capabilities and demonstrates our continued commitment to bringing innovative thinking, talent, and creativity to clients around the world.
You mentioned a commitment to reskilling and localizing employees. How exactly have Infosys’s US hiring practices changed in recent years?
The majority of our employees are based in India, and our largest revenuegenerating market is the US. That means there is going to be some visa reliance, with employees coming over on H1B visas. Unfortunately, the current administration has taken a very aggressive stand against immigrants and visa workers, so that has prompted us to rethink our strategy in order to best serve our customers here in the
US and to start localizing and hiring employees in countries and markets where we have a larger presence.
We’ve recently announced partnerships with several states in setting up delivery centers. We have a goal of hiring ten thousand employees in the US over the next two years. That’s one thing Infosys does really well: training employees. The training and delivery centers we have in India are second to none, and the company’s goal is to replicate them here in the US.
How will the new hiring approach change how Infosys is able to deliver its services? I think it will only enhance the services because it gives us a pool of employees that are already here and being trained. Of course, it will take some time to get up to speed, but our delivery model has been 24-7 for the most part. If somebody is working on an assignment in the US, once we hit the end of the workday here, you have India coming back online so that that project can still be worked on overseas. That’s one of the benefits of our business model.
It sounds like you and your team are already figuring out many of the challenges of the shift.
My team was recently awarded the Infosys Legion Award for our outstanding contributions in helping the organization achieve excellence, which made me very proud. It’s good to know that your hard work is paying off and being recognized.
KELLEY DRYE IS PROUD TO HONOR
HIS EXCEPTIONAL CAREER AT INFOSYS LIMITED.
Kelley Drye & Warren LLP:
“Frank’s intelligence and dedication to legal excellence comes through every time we work together. He is committed to advancing Infosys’s legal needs through practical and businessoriented solutions.”
Deepak Nambiar, Partner
We
look forward to continuing our work with him and the Infosys team.
AS A BRAND, STANDARD HOTELS has never shied away from glam and provocation. When the company’s original boutique hotel opened in West Hollywood, its investors weren’t just business moguls but movie stars such as Benicio Del Toro and Leonardo DiCaprio and alternative rockers such as James Iha and D’Arcy Wretzky of the Smashing Pumpkins. Its amenities and programming have often relied on risqué puns, and likewise its five boutique hotels have hosted several nude photoshoots. A corner room of the Standard High Line in New York was even prominently featured in 2011’s NC-17-rated film Shame.
The hotel app One Night has the same unconventionality—if not the salaciousness—of Standard Hotels’ other ventures. Its parent company, Standard International, initially launched One Night as a way for guests to get discounted same-day bookings, but it eventually put competition aside and expanded its offerings to include more than 170 other hotels in London as well as locations in ten additional cities in the United States. In keeping with Standard’s, well, standards, the app’s roster is now highly curated to include other trendy hotels, including the Ned, a Soho House location in London.
By Dan Caffrey
Standard is opening its first European hotel in London, and its international expansion is only just beginning
But, One Night has done more than simply reflect Standard’s distinct brand of hipness; it also served as a natural prelude to the brand’s expansion into the international market. Now that Standard Hotels has established its digital presence in London, the next step is a physical space: a sixth hotel, located in the heart of King’s Cross.
As of press time, the Standard–King’s Cross was slated to open some -
time in 2018, making its home in a commercial office building formerly inhabited by Camden Council. The conversion plan includes 250 guest rooms, a restaurant and bar, an observation deck, and, most exciting of all, a three-story roof extension that draws inspiration from the Swiss Cottage Library.
Many locals are hoping the conversion will also beautify the appearance of the rather drab building, which has been affectionately (or perhaps not so affectionately) dubbed the Egg Box, due to its shape and color. But, while the Standard’s exterior renovation will likely be an improvement, the company’s goal is to never completely clash with a location’s already-existing surroundings. The outsides of all of Standard’s hotels appear to draw upon simplicity and tasteful industrialism, with the true color existing within.
For instance, Annie Ohayon (aka Annie O) was tapped to curate the Standard Sounds Series in New York, which has brought intimate performances by everyone from Pearl Jam to Tegan & Sara to the late Lou Reed to the company’s hotels. Although its construction, amenities, and cultural aspects are being kept under wraps, guests can expect the same kind of individuality at the Standard London.
“What makes a brand a success is not a unique name or a different graphic/design identity but a soul and a culture—a team that lives and breathes its values, that then translates these values into experiences for guests in a way that no other brand could or would,” Standard International CEO Amar Lalvani told Hotel Management on March 1, 2018.
That kind of experiential flexibility is especially invaluable when making
business decisions in a world where home-sharing sites such as Airbnb are becoming the preferred avenue of booking for so many people who travel. “The Standard’s focus on culture, social spaces, and entertainment serves us well,” Lalvani said in Hotel Management . “We can do something that Airbnb, with a distributed model, could never do. We bring people together.”
Next up for Standard in the European market are Berlin, Paris, and Milan, Italy—all cities that Lalvani told Hotel Managment “fit the Standard culture.” There are also plans for a Standard somewhere in Latin America— possibly Mexico City.
In typical Standard fashion, specifics have yet to arise for any of these projects, but they will no doubt be driven by an ethos that isn’t just aesthetically pleasing but culturally and geographically relevant.
At data-analytics firm Teradata, lawyer Molly Treese helps the company communicate its corporate governance changes clearly to shareholders
By David Baez
A PROXY STATEMENT —a report a public company files with the Securities and Exchange Commission (SEC) and distributes to shareholders in connection with its annual meeting, detailing the composition and compensation of the board of directors, who are elected by shareholders—is not generally the most captivating (or even illuminating) piece of writing.
But, though some shareholders may have been left scratching their heads at tech company Teradata’s proxy statements in the past, what they get now is a whole lot more lively, engaging, and informative. The new statement isn’t exactly a celebrity weekly, but its conversational tone and helpful infographics have replaced traditional
legal language and opaqueness, and the improvement is due in no small part to the efforts of Molly Treese, the company’s chief corporate and governance counsel. She’s helping the company be more transparent with its shareholders, particularly in light of the SEC’s recent say-on-pay regulations regarding executive-compensation disclosures in proxy statements, which have emboldened shareholders to seek out more information and make more demands regarding corporate governance and compensation programs.
Taking into account shareholder input in these areas, Teradata has, among other things, moved toward a more diverse board and extended the terms of the time periods that are
used to measure performance-equity awards from one year to three years. The latter effort was a major challenge. The longer horizon had many execs tugging nervously at their collars, especially given that they work in a rapidly changing tech landscape in which a company’s fortunes can change in the blink of an eye. “A lot of people weren’t comfortable with a three-year performance period at first, but shareholders wanted it so much that we kept working to make it happen,” Treese says. “We’ve gotten there over time.”
But, even with the company doing all the right things, it knew that if shareholders lacked the endurance to get through its proxy statements, they would never arrive at that conclusion, and then all Teradata’s efforts would be for naught. This is where the storytelling ability Treese has honed over her more than twenty-five years practicing law has come in.
“I’ve always tried to understand my audience,” Treese says. “When communicating to the business as a lawyer, I’m thinking, ‘What do they need to know? What are the key takeaways I need to convey? What are the basic elements of the information I’m sharing that they need to remember?’ I bring that same attitude to our communication with shareholders. We have a great turnaround story, and it’s important that they can easily understand our story: what we’re doing and why.”
In addition to designing the revamped proxy statement, Treese has also set up calls with key shareholders to tell the company’s story. Like many software companies, Teradata has moved to a subscription pricing model, which has impacted its financial statements and made the need to
Molly Treese, Chief Corporate & Governance Counsel, Teradata
Like Teradata, Thompson Hine takes pride in being a leading provider of innovative, client-focused solutions. We are honored to serve as counsel to Teradata and provide support to Molly Treese and her legal team.
communicate with shareholders even more urgent.
“We’re in a business transformation from a historic enterprise-data warehouse provider to a more nimble data-analytics company,” Treese says. “Our whole business model is changing, our financial performance is shifting as well, and revenue per share is impacted. We get less revenue up front, but it’s now on a more predictable timeline, and it’s not always easy for shareholders to understand how that benefits the company, so we’ve taken care to explain this important evolution in our proxy statement.”
Looking ahead, Treese thinks the trend toward greater dialogue and openness between companies and their shareholders will only grow. “We’re seeing shareholders having a bigger voice,” she says. “Major shareholders are trying to set the bar higher for companies. They want more diversity on the board, and they ask that executive compensation be tied to robust performance goals in a way they can understand. Equality and sustainability are going to be themes we will all be seeing more in the future. Basically, shareholders are saying, ‘We’re investing in you, and we want to see that you’re on the right path.’ We are making a lot of great changes at Teradata, and we are working hard to make it easy for shareholders to understand our progress.”
“It’s important that [shareholders] can easily understand our story: what we’re doing and why.”
J. Shane Starkey Partner-in-Charge, Cincinnati 513.352.6737
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“Molly Treese is an innovative leader who really understands the challenges and opportunities inherent in her industry. Her thoughtful and strategic counsel has been indispensable to Teradata’s success and outstanding growth.”
J. Shane Starkey, Partner-in-Charge, Cincinnati
Cathy Tang and her team are navigating the fast-changing restaurant industry to make it easier for customers to experience Yum! Brands
By Jenny Draper
TACO BELL, KFC, PIZZA HUT
—the subsidiaries of Yum! Brands are all household names across the US and around the world, and a superior end-to-end customer experience is crucial to maintaining their brand reputations. The Fortune 500 company is therefore looking to Cathy Tang and her legal team, among others, to keep pace with the ever-changing trends in the quick-service restaurant industry.
“Delivery is a big disruptor in our business today,” says Tang, the company’s vice president and associate general counsel. “The way people eat today is very different than the way people were eating twenty years ago.”
With the rapid rise of delivery aggregators such as Grubhub, UberEats, and DoorDash, customers expect even greater convenience when it comes to eating restaurant food. Yum! Brands
recognizes and is responding to this customer expectation by implementing a long-term strategy to make its brands easier for customers to access. “Consumers today choose not only what they want to eat but also when and where they want to eat it,” Tang says.
Food delivery has its challenges, which is why Grubhub—with its ordering platform, its delivery logistics, and its point-of-sale integrations—is a logical national partner that will help Yum! Brands drive incremental sales to KFC and Taco Bell restaurants in the US through online ordering for pickup and delivery. “Grubhub has the largest network of diners across the United States, and we felt it had the strongest capability and commitment to drive a superior customer experience and incremental sales for KFC and Taco Bell,” Tang says.
The strategic partnership with Grubhub will expand delivery capability and coverage for KFC and Taco Bell, making them even easier for consumers to access. “Delivery is a choice consumers make for convenience, so the end-to-end customer experience has to be stellar—from the ease of ordering and paying to delivery time to food quality,” Tang says.
Tang aims to replicate this US success with more local and regional partnerships around the globe, but to do so she must solve what she describes as a “Rubik’s cube” of customer data-privacy and operational considerations. She and the rest of the Yum! Brands legal team are well versed in adapting to evolving business environments, though. Since its spin-off from PepsiCo in 1997, Yum! Brands has established itself as a global powerhouse, growing its profits outside the US from 20 percent to almost 50 percent, as of 2017—while remaining an industry leader in return on invested capital. The company currently has more than 45,000 restaurants in more than 135 countries and territories.
In October 2016, Yum! Brands embarked on a multiyear transformation journey that began with the spin-off of its business in China and the implementation of a growth strategy to become more focused, franchised, and efficient. As of the end of 2017, 97 percent of its restaurants were franchise owned, and as of press time, at least 98 percent were to be franchised by the end of 2018. That’s why Tang and her team are even more focused on global brand protection and helping to redefine how the franchisor interacts with its franchisees, including how to work with delivery aggregators.
“It’s a nuanced, complex relationship that is in some ways more challenging as a brand owner because you’re relying on someone else to deliver the customer experience and to protect the reputation of our brands,” Tang says. “We have to lead and influence franchisees by providing practical, efficient systems and driving a culture that fuels the ultimate brand experience.”
Tang is just the leader to help facilitate Yum! Brands’ transformation, having had a career defined by adaptability and agility. She started as a litigator with Stites & Harbison, in Louisville, after earning a BA in economics from the University of Texas–Austin and a JD from the University of Louisville. She then joined PepsiCo (when it still owned KFC, Pizza Hut, and Taco Bell), where she cut her teeth as a marketing, advertising, and franchising lawyer for KFC. She also worked for PepsiCo in England, negotiating new franchise deals in Western Europe, Israel, and the former Czechoslovakia. She credits the multinational giant with helping her develop her cultural dexterity early on in her career. “It was a huge growth experience because I’d never lived outside the US before that,” Tang says. “It taught me a lot about the global economy that we live in and really stretched me beyond my comfort zone, both professionally and personally.”
In 1998, she joined Dell and spent four years as senior counsel for the computer technology giant. There, she found herself in a completely new industry, and she says that adapting to the new business environment sharpened her skills as a business lawyer and again pushed her beyond her comfort zone. “By then, I knew I could jump into anything—even
Cathy Tang credits her rise as the first (but not last) woman general counsel at Yum! Brands to great mentors and sponsors. “Many of my managers and colleagues were strong, accomplished women who themselves blazed trails,” Tang says. Tang is also proud to be part of a company that’s committed to addressing the corporate leadership gender gap as a member of the Paradigm for Parity movement program. The movement aims to increase the number of women of all backgrounds in senior leadership positions—with an ultimate goal of gender parity by 2030—with the help of a five-point action plan:
1
Initiate unconscious bias training.
2
Set targets so a single gender does not monopolize a leadership leveI.
3
Measure and communicate diversity progress toward parity by 2030.
4
Focus on business results and performance instead of employee presence.
5
Select more high-potential women for sponsorship and mentorship.
Congratulations to our friend Cathy Tang of Yum! Brands for this well-deserved recognition of her leadership and accomplishments.
if I wasn’t familiar with it—learn it, and solve it,” Tang says. “I was able to anchor myself in the areas most familiar to me, but I also learned how to expand that base and apply what I learned in different ways.” For Dell, she struck strategic partnerships with the era’s power players, including AOL and Microsoft/MSN, and her forward-thinking approach to the deals tapped into trends that would later prove essential to support Yum! Brands’ evolution.
She returned to Yum! in 2002, helping to guide the Pizza Hut business while overseeing Yum!’s intellectual property globally. Then, in 2009, Tang was promoted to the position of chief legal officer of KFC—the first woman general counsel for a Yum! Brands division—and she says that’s where she earned her final stripes as a business lawyer. She shepherded the brand through intense litigation with its franchisees and then later struck a groundbreaking deal with the same franchisees to turn around KFC’s US business.
“Delivery is a big disruptor in our business today.”
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“I’m proud of the path I’ve paved at Yum!—today, the general counsel for all three US divisions are women,” Tang says. “It’s been fun to see the women in our organization not only succeed but be recognized and elevated.”
Tang herself took on a new challenge in 2015, when she served in a newly created business role as chief new business development officer for KFC Global. Then, in January 2017, she rang in the new year at Yum! Brands as vice president and associate general counsel, tasked with leading a new global brand-protection function. Today, she continues to serve the fastfood juggernaut in that capacity, as the guardian of its dynamic brands around the world.
David Kenzer and his legal team help HERE Technologies use its location and mapping data platform to not only make money but also make the planet better
By Russ Klettke
THE NUMBER OF CARS on earth is projected to double by 2040, when 70 percent of the world’s population is expected to live in cities. If that concerns you—and it should—take heart: cars, trucks, and buses (and drones) are finding new ways of getting around that might avert visions of traffic hell, and they’re getting help in this area from HERE Technologies.
David Kenzer, senior vice president, general counsel, and corporate secretary for the company, is enthusiastic about the possibilities that its technology provides. HERE has digitized maps and worked on in-car navigation systems since 1985, and it now offers a platform for real-time data and three-dimensional mapping that serves vehicles, pedestrians, and drones and accounts for such things as logistics
planning, supply-chain management, and reductions in fuel consumption. Additionally, the HERE Indoor Positioning service helps users find their way inside airports, stadiums, corporate offices, and other large buildings.
And, Kenzer adds, as the era of autonomous vehicles continues to progress, the company’s highdefinition mapping and location platform is playing a critical role in the transition. Eventually, that could significantly reduce both traffic congestion and the number of traffic fatalities.
There is a multitude of legal considerations connected to how these systems are assembled, who pays whom for what, and how all this mapping goes beyond country borders, which means HERE also operates on a global scale. (The company is headquartered in the
Netherlands, but Kenzer’s legal team is largely in Chicago, for example).
To handle all the considerations, Kenzer, whose background in technology companies (Motorola and Google) goes way back, asks his fifty or so staff members to do something unusual: be willing to fail. “We innovate constantly now,” he says. “There is no innovation without experimentation, which sometimes means failure. Lawyers are usually type-A, refuseto-fail types.” When lawyers first start innovating, “it can be a tough transition,” he adds.
Kenzer also believes in setting what he calls “ludicrous” goals, including reducing the size of contracts by as much as 90 percent. “I asked my team to start with a clean sheet of paper, then figure out the value of each contract clause,” he says. It was a technique that turned out to be surprisingly effective; he cites one revised contract template that had 70 percent fewer words than its original.
The legal team is structured by region, which makes sense for a company that is all about locational services. Though the largest legal office is in Chicago, HERE has in-house counsel spread around the globe, including in India, China, Australia, Singapore, Germany, and the Netherlands. With a total of 8,500 employees, HERE works in at least 54 countries in total.
Legal specialties such as labor, intellectual property (the company filed for 250 patents in 2018 alone), and privacy cut across those regions. Privacy, in particular, is a hot button issue in European Economic Area countries, where HERE follows the General Data Protection Regulation (GDPR); this gives people control over
David Kenzer SVP, General Counsel, and Corporate Secretary HERE Technologies
their personal data (including “the right to be forgotten”) as it simplifies the regulatory environment for companies such as HERE, doing business in several countries within the region.
The broad geographic scope is part of what gets Kenzer excited about his work. He’s always enjoyed being a business lawyer, but since landing at HERE in the latter part of 2017, he’s been able to achieve what he really wants to do: create positive change in world. “I love business,” Kenzer says, “but I came here because I recognize it’s a place where I can wed profit with my passions.”
For example, ride-sharing services such as Uber and Lyft have become fairly common in the US and several other countries, disrupting traditional taxi services. HERE can provide a platform that might save taxi-driver jobs by giving individuals the technology to provide Uber-like service minus the intermediary company. “This will allow a driver in Italy, for example, who has no tech experience, to still provide a smartphone-driven service,” Kenzer says. “That’s not only good for the drivers; it makes things easier for Americans to hail rides when in those countries.”
Beyond that, the HERE platform can wed census and real-time traffic and public-transit data with other information to identify where cities have food deserts (lack of healthy grocery retail) or where access to jobs is most pronounced. The company counts municipalities as one of its top customer segments, providing them with infrastructure and trafficcongestion management and other analytics—key characteristics of what make smart cities.
Perhaps nearest to Kenzer’s heart is what has very little to do with
“I love business, but I came here because I recognize it’s a place where I can wed profit with my passions.”
commerce and everything to do with human lives. For instance, the world has 68.5 million people who have been forcibly displaced (according to UNHCR, the UN refugee agency). Kenzer says that HERE’s technologies can help identify where they are, what they need, and how to most efficiently get food, tents, and other relief to them in the most efficient ways.
Refugee displacement isn’t a good thing; neither are cars that turn highways into slow-moving parking lots. So, HERE finds ways to improve how people and things get to where they should be, safely and efficiently. And, none of that could happen without Kenzer and his attorneys to see it through.
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“If you’ve got a question, be open.”
In
Understanding is a word Steve Liccione returns to often when discussing his role as director of compliance for Continental Tire.
Given that so much of his job involves making sure employees throughout the world are doing their job the right—and legal—way, it’s not surprising that the word gets hammered home time and again. And, given that Germanbased Continental Tire is not just a tire company but a maker of auto parts and software as well, Liccione’s own understanding must span the many facets of the car industry, with both distinct and subtle regulatory changes from country to country and demands from many different stakeholders. He’s able to handle the work in part because of his wide-ranging background. “Steve brings tremendous experience to his role at Continental,” says Bruce McCulloch, a partner with Freshfields Bruckhaus Deringer US LLP. “Not only has he been in-house at several large multinational companies; he has been in private practice. And, more importantly, he has been on the prosecution side of the table as an assistant United States attorney.”
However, Liccione’s always looking to understand or help others understand more, and he says the best thing he can get is a question. Here, he answers a few for Modern Counsel.
Let’s first discuss the regulatory challenges of the industry and what you face working in multiple countries. Is there a template you work from, or does what you do change based on where you’re working in the world?
We try to distill things down to basic principles. Ours is not a heavily regulated industry; we’re in tires, industrial rubber products, and a tremendous amount of auto parts that have to do with reduced emissions, increased efficiency, and automated driving. We expect more regulation, but for the most part, the businesses we’re in have not been regulated in the same way that, say, the financial industry or pharmaceutical industry has. We focus on making sure people understand that the inherent uncertainty that comes with competition is something we embrace. We try to share stories about how businesspeople faced certain situations and understand what their concerns are or what questions they have so that they’re comfortable coming to us. Culturally, from a training and orientation perspective, our European colleagues are a little more rule based. For me, learning the rules of evidence didn’t come from reading a book; it came from an anecdotal approach.
What would you say has been the greatest challenge you’ve faced in navigating regulations on an international level?
I think trying to harmonize the more regulated European approach versus the rule-of-reason approach in the United States. In Asia, it seems like the laws change a lot more dramatically in terms of hospitality. It can be difficult trying to navigate those different rules while also trying to factor in the cultural aspect. When you get to a friction point where culture meets rules,
culture is going to win every time. We have to make sure that, as a company, we design rules that keep us in line with the laws of the United States and every other country but also that don’t conflict too dramatically with a nation’s culture. People are going to do what they’ve done their whole lives. We’ve experienced situations where people will do things a certain way and we’ll ask, “Didn’t you get the training?” Then they’ll say, “Oh, yeah, but that’s not the way things are done here.”
Steve Liccione Director of Compliance Continental Tire
Expertise Spotlight
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How do you rectify that separation between rules and “the way things are done around here”?
It’s important to avoid issuing rules as edicts from on high. Instead, we need to engage the businesspeople when we’re developing or refining rules. It’s important that the business understands what we’re saying. I found that when I was global head of compliance at Johnson Controls, we engaged colleagues in Asia, Europe, Africa, and South America to get their impressions of proposed rules, but then we realized that while a rule made perfect sense in Hong Kong, it had different permutations in South Africa. If there are rules that are impossible to follow, people will shrug and say, “Sure, but I don’t know what to do.” Businesses operate on procedures and try to develop processes so that they know how to implement the rules, which is the value of compliance. Rules are great—lawyers love them—but businesspeople want processes.
Do you find that explaining these rules has to be done department by department?
We try to figure out what the audience needs to hear and where their interest lies. As much as possible, you need to put yourself in their position. If we’re talking to purchasing people in Mexico, we’re going to talk about their issues rather than, say, sales issues. Even though the rules are the same whether it’s on the sales or purchasing end, the emphasis is going to be different. You tell salespeople you can use hospitality to enhance relationships but not buy relationships. What you intend in your heart of hearts isn’t as important as how it’s going to look to a third party. The same is true with antitrust. One of the things we try to push as much as anything is transparency and the fact that the business owns compliance. I emphasize that the best natural disinfectant is sunlight. If you’ve got a question, be open, ask a colleague: “I was thinking of doing X,” or “I was offered Y; what do you think?” It inherently dispels the notion that you’re up to something or trying to hide something.
What would you say has been your greatest achievement in your role? I think compliance can be perceived as the police or maybe the iron fist. We try to put a velvet glove over the iron fist. Rare is the instance where you really have to be the iron fist and tell people they have to stop or this can’t go on. By and large, people want to do the right thing and try to do the right thing. We just want to make sure they’re comfortable asking questions. So, my greatest achievement is when someone calls saying, “Hey, what do you think?” I want people to feel trust and that we’re there to help them.
From myriad legal duties to a watershed visit to the US Supreme Court, Jeannie Lee’s time with Digital Realty has been unpredictable as she’s helped the REIT grow
By Dan Caffrey
IN NOVEMBER 2017, Jeannie Lee went to the Oscars—or at least what she saw as the legal equivalent of the Oscars.
“Our company had a case before the US Supreme Court,” she says of Digital Realty, the rapidly expanding real estate investment trust (REIT) where she currently serves as senior vice president and associate general counsel. “It was a very narrow issue about a statutory interpretation question.”
A number of people from Digital Realty’s legal department were able to go to Washington, DC, for oral arguments. “There’s a special seating area for people who get sworn in at the court, and we just happened to be among that first group called,” Lee says, her voice brimming with excitement over the memory. “So, a few of us got to sit in the front row. I was just a few feet away from some of the Supreme Court justices. We stood up when they
called our name and got sworn in as members of the Supreme Court. Our general counsel described it as a major geek-out moment for attorneys.”
The decision ultimately came down unanimously in Digital Realty’s favor.
Despite being an attorney, Lee never thought she’d be attending a hearing of such magnitude. She never thought she’d be mere steps away from iconic legal mavericks such as Justice Ruth Bader Ginsburg. But, then again, her time at Digital Realty, including her recent work on the company’s many acquisitions, has never been predictable.
When asked what her day-to-day routine looks like, Lee’s quick to correct that there is no routine. “You never know what’s going to come up on any day,” she says. “Some days, you have meetings and calls scheduled back to back. Other days, things come at you from all corners and need
In addition to managing an often byzantine docket of corporate and M&A work, Jeannie Lee is one of five steering committee members for a women’s leadership forum at Digital Realty.
“Our vice president of cloud sales strategy cofounded a women’s tech forum with colleagues in the industry,” she says. “There was a support and desire from the senior management level here to do something similar.”
Lee says they’ve finalized a structure and have had a few informal launch events across the organization. She’s hoping the forum will eventually provide employees with role models, mentoring opportunities, careerdevelopment paths, and a community where everyone can discuss shared experiences. All this will go a long way toward, in Lee’s words, “making Digital Realty an even greater place to work as women.”
immediate responses. That’s one of the things I’ve enjoyed about the job, and why it continues to be interesting after eight years.”
Her comfort in such an environment stems from the fact that she was just one of two attorneys for Digital Realty when she first joined, after leaving her job as an associate at Latham & Watkins in 2010.
“When I say I did a little bit of everything, it was literally a little bit of everything,” she recalls. “When I first interviewed for this job, my boss said, ‘I’m looking for someone who does public company work, securities, capital markets, litigation, IP’—it must have been sixteen things. I didn’t want to be misleading, so I said, ‘I’m familiar with the first three things that you described but none of the others.’”
But, Lee got the job anyway, because her boss preferred an attorney with common sense and a good head on her shoulders over someone who understood every last minute detail of the position. Lee remembers that managing litigation was the steepest learning curve after she started, but she worked at it and caught on.
Her former colleagues never doubted that she would. “Having worked with Jeannie over many years, I’ve come to appreciate her keen ability to build consensus around strategic legal and business objectives,” says Michael Brody, a partner at Latham & Watkins.
Her job at Digital Realty has become much more streamlined since 2014, thanks in large part to the company’s expansion. “Jeannie wears many hats in the legal organization, from managing the attorneys in the corporate department to leading significant M&A transactions to ensuring flawless execution of our numerous securities offerings and capital-raising transac-
Vice President & Associate General Counsel Digital Realty
We are delighted to recognize the great work of our client and friend.
Recognized as an American Lawyer 100 firm, with more than 700 attorneys in offices around the country, we immerse ourselves in our clients’ businesses so that we may fully understand the context of their legal issues. They know that every decision—from hiring to expanding our global reach—is informed by our desire to better serve their needs.
The difference is clear
tions,” says Digital Realty senior vice president and general counsel Joshua A. Mills. “She is a fantastic lawyer and colleague, always in fine spirit, and we could not do it without her.”
Today, Digital Realty has seventeen attorneys, most of whom were hired between 2014 and 2017. Some of this growth is a result of a string of significant acquisitions in recent years.
“In every year that I’ve been here, we have had an acquisition,” Lee says. “Whether it was a plot of land one year or several buildings that we acquired in separate acquisitions or a portfolio or an entire business, we have been a fairly acquisitive company.”
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Lee points to three recent transactions as being especially important: First, the 2015 acquisition of colocation and interconnection provider Telx significantly enhanced Digital Realty’s colocation presence in the United States. Telx managed twenty facilities and 1.3 million square feet of datacenter space across the nation at the time of the acquisition.
Second, the 2016 acquisition of an eight-property portfolio in Europe contributed to Digital Realty’s colocation presence overseas. And, most recently, in September 2017, Digital Realty merged with DuPont Fabros Technology. In addition to being the biggest acquisition in Digital Realty’s history, the transaction has solidified its blue-chip customer base.
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The M&A deals add even more variety to Lee’s anything-but-predictable job. When asked if she sees another Supreme Court observance in her future, though, she laughs and says it was probably a once-in-a-lifetime opportunity for her. But, if her work has taught her anything, it’s to never say never.
Latham
Jeannie Lee
Senior Vice President, Associate General Counsel
“I’ve been drinking out of a fire hose,” Larry La Sala jokes, reflecting on the chaos that’s been pouring across his desk since he became vice president and deputy general counsel of litigation at Textron, in July 2017. But, having been with the company for sixteen years, he knows what he signed up for; Textron, which has become an industrial conglomerate in the fields of aviation, defense, security, and more since its founding in the early 1900s, encompasses multitudes.
His external partners have been impressed with his approach to the variety of work. “I am so proud to work with Larry, and I know his in-house team at Textron feels the same,” says Neil A. Goldberg, a partner at Goldberg Segalla. “He is inspiring to be around. His sophisticated, forwardthinking approach to complex problems, coupled with his broad experience, helps assure a highly motivated, efficient, and effective legal department.”
La Sala estimates that Textron has acquired roughly three hundred different companies since 1950. In his current position, he oversees a staff of five full-time lawyers, each of whom specializes in a particular area of Textron’s portfolio. He and his team work with the legal departments of Textron’s numerous businesses, and here he breaks down how they multitask between them.
What do you mean when you say you’re “drinking from a fire hose”?
There was an interesting combination of circumstances when I took over this job. My predecessor was promoted to an executive vice president position outside the legal department, so she was busy transitioning into her new role. I also inherited the cases she was working on, on top of my own—and had a senior lawyer on my staff in the process of retiring. And a few months before I started, we purchased Arctic Cat, and that was a whole new area of litigation we had to integrate into the portfolio. I’ve had a lot to get up to speed on.
How are you managing all that on top of such a diverse portfolio?
One of the things that has helped me tremendously in the last eight to ten months in this job is having worked over the years with almost all of Textron’s businesses on nearly every type of litigation. So, while I certainly needed to understand a greater depth of detail about some businesses, I was not a complete stranger to anything that we did in the litigation function. That was helpful.
It must also help to have a staff that has specific specialties.
Given the breadth of the company, the
amount of different industries we’re in, and the different types of litigation, I don’t think anybody would be able to do the job without having some good people that you trust. Having spent ten years at Gibson, Dunn & Crutcher, it was very comforting for me to come to a place where they had such bright, dedicated lawyers. I mean, it’s not uncommon for our lawyers to be here ten, fifteen, twenty years or more, and that sort of continuity is really helpful, particularly when you have a company that’s in the business of buying and selling companies.
So, our litigation staff in the corporate office and at our businesses is all folks who have had a significant career in outside law firms. They come to us as trial lawyers, knowing how to manage and try cases. We have in-house people who are specialists in these areas, whether it be in aviation regulations or consumer products.
Do you ever allow your lawyers to operate outside of their specialties?
Candidly, my primary goal is to get people, to the extent I can, out of their containers. I want to get them as wide a breadth of experience as I can and, in some instances, even take them out of their comfort zone. You don't stay and work here unless you have some desire for diversity.
But, I also offer a lot of autonomy. I’m working with professionals with substantial track records, and I want to give them all the assistance they need while also letting them do their jobs the way they know how. In many cases, they have more experience than I do in their particular specialty.
Is it difficult keeping everyone on the same page sometimes?
Textron partner Goldberg Segalla is one of the largest and fastest-growing law firms headquartered in the US. With more than 350 attorneys and more than twenty offices in New York, Chicago, Los Angeles, Philadelphia, Miami, St. Louis, and other major business and economic centers across ten states, the firm advises and represents clients from a wide range of industries in complex matters across the US and around the globe.
The firm defends high-exposure product-liability and mass-tort claims, represents companies in toxic tort and environmental matters, handles complex commercial and insurance-coverage litigation, guides clients through multijurisdictional transactions, and advocates for clients in all forums of alternative dispute resolution. Its lawyers draw on this extensive collective experience to provide proactive legal and regulatory counsel that helps clients minimize and manage risk.
Goldberg Segalla’s collaborative culture and team-first philosophy have earned it respect and admiration from peers and clients, a spot on Fortune’s national Best Workplaces list, and continual placement in statewide and regional rankings of the best places to work. The firm values and rewards efficiency and collaboration in all its people, which ultimately drives a superior law firm experience for its clients.
“Given . . . the amount of different industries we’re in and the different types of litigation, I don’t think anybody would be able to do the job without having good people that you trust.”
Well, to do that, you need processes in place where you have lots of communication and integration between the corporate-office litigators and the business-unit litigators. Certainly in my position now, overseeing all of those lawyers, it’s on me to make sure that the communication process is in place and everyone from the lawyers to the finance people to the business people are on the same page.
How would you say you’ve had an impact on the actual business in your role?
Well, more than ten years ago, I helped to build our own in-house e-discovery program in the litigation group so that most of the work that would get farmed out to vendors in terms of collecting and processing information we could do in-house. And, depending on the year, we were tracking probably $2–3 million or more in savings, and that’s real savings.
We also have very high success rates in terms of managing cases, particularly repetitive types of litigation like toxic tort. We have programs in place that really help us handle those cases in a very efficient way. Most of the time we’re on the defense side, and so, for us, resolving litigation without it having a material impact on the company is really critical.
What would you say is the most satisfying aspect of your position?
Honestly, I think the most satisfying part for me, which I didn’t anticipate coming here, is having grown into being as good a businessperson as a lawyer, bringing those two worlds together. Sometimes, the business solution to a case is not identical to the litigation solution to a case. So, for me, when I can bring those worlds together and the CFO or finance director is happy with the resolution of a case, that’s deeply satisfying.
Sean Krispinsky is helping the American Beverage Association and its member companies form critical partnerships to reduce the calories and sugar consumed from beverages
By Will Grant
SINCE 2014, the American Beverage Association (ABA) and its leading member companies—the Coca-Cola Company, Dr Pepper Snapple Group, and PepsiCo—have partnered with the Alliance for a Healthier Generation to support Americans in their efforts to reduce the calories and sugar they consume from beverages. This effort, the Beverage Calories Initiative (BCI), has set an ambitious goal to reduce beverage calories consumed per person nationally by 20 percent by 2025, and it’s only the latest in a series of industry-backed initiatives the association and its member companies have spearheaded to help address public health challenges.
Assisting the ABA in this effort is its senior vice president and deputy
general counsel, Sean Krispinsky, who helps maintain the BCI partnerships in a typically competitive market and craft guidelines and goals while aiding the ABA with other initiatives at the same time. “BCI is another pillar in our leadership commitments,” Krispinsky says.
“I think it’s the largest voluntary effort by a single industry to help fight obesity, which is fantastic to be a part of.”
Krispinsky came to the ABA in late 2013, and he’s been helping oversee the BCI from inception to implementation. “I had been at the ABA for about a year when we started undertaking this commitment, had our extensive conversations with Healthier Generation, and really started to home in on what the commitment would be,” he says. “The
BCI has been a part of my work for most of my tenure.”
What matters most to Krispinsky about not only the BCI but the ABA’s other initiatives—including the national School Beverage Guidelines, which voluntarily removed full-calorie soft drinks from schools and cut calories shipped to schools by more than 90 percent—is how they’re shifting industry conversations. “The interesting thing about this commitment, from my own perspective, is that this is our member companies’ business,” Krispinsky says. “It’s not a commitment that’s tacked onto business as usual. The commitment itself is becoming all the things that have to be done in order to create a new ‘business as usual.’”
In terms of legal groundwork, Krispinsky and his team have been responsible for helping the ABA’s member companies avoid concerns surrounding competition laws as they embark on their industry-wide efforts. For example, “we rolled up our sleeves and developed the terms of the agreement that were entered into with the Alliance for a Healthier Generation, an organization founded by the American Heart Association and the Clinton Foundation,” Krispinsky says. “One of the most powerful aspects of the commitment itself is that it’s designed to leverage our companies’ strengths in marketing, distribution, and innovation.”
Krispinsky says that the ABA is leveraging the core facets of its members’ businesses as they work individually and collectively to achieve the calorie-reduction goal: “to increase and sustain consumer interest and access to a variety of beverage options, which in turn is designed to reduce the total amount of calories consumed from beverages.”
Sean Krispinsky SVP and Deputy General Counsel
The American Beverage Association
The American Beverage Association’s Sean Krispinsky has spent time both in law firms and in in-house roles, and he says three qualities have kept his legal skills sharp and his mind prepared for the next challenge in both arenas.
“Curiosity is what leads to wanting to research further and try to understand the various sides and perspectives that each issue has. No matter what side my client is on, it’s critical to understand the other viewpoints in that arena, too.”
“I think that it’s possible to go through legal practice without exercising much creativity, in that you are working in a profession that is so heavily based on precedent and utilizing precedent. Oftentimes, the biggest value a lawyer can potentially add to a case is to look at it from a creative new angle; to try to harmonize the various opinions, authority, and other precedent in an entirely new way.”
“Diligence might sound a little bit boring, but there is just no substitute for it. It’s critical because there’s nothing more unfortunate or frustrating than taking a position, moving forward, and then realizing that something had not been thoroughly researched.”
“I think [the Beverage Calories Initiative is] the largest voluntary effort by a single industry to help fight obesity, which is fantastic to be a part of.”
The ABA most recently joined forces with the National Association of Conve nience Stores to assess how they could work together as associations and facil itate discussions among their members to help drive awareness and increase availability and purchases of zero- and reduced-sugar beverages, including varieties of water, in convenience stores across the country. This partnership— which is significant, given that nearly half of convenience-store customers state that their primary reason to go into a convenience store is to purchase a beverage—is moving forward in conjunction with both Healthier Generation and the Partnership for a Healthier America. Krispinsky believes together they “will help facilitate collab oration between the trade associations’ members to support their commitments to helping Americans in their efforts to reduce sugar.”
While these initiatives are only one component of Krispinsky’s seemingly limitless legal responsibilities at the ABA, he says that the benefit that they provide to public health makes him feel good about his role. “Personally,” he says, “I think as long as I’m excited about the challenges that my practice presents and as long as I feel that I’m making a helpful difference through my work, that’s progress toward where I want to go personally and professionally.”
Polsinelli is honored to partner with Sean Krispinsky of the American Beverage Association to provide straight forward, business oriented legal advice. Leaders stand out.
Congratulations to Sean for all your success! We are proud to join Modern Counsel in honoring your career achievements and leadership.
IN 1995, KOCH INDUSTRIES’ Corpus Christi, Texas, refinery discovered that an inaccurate quarterly report had been submitted to the Texas state environmental regulator. Employees disclosed the error, demonstrated efforts to bring the refinery back into compliance, and agreed to publicly report the details of an investigation into the incident. However, in 2000, a federal grand jury returned a ninety-seven-count indictment charging the company, a subsidiary, and four employees with violating federal air-pollution and hazardous-waste laws. The indictment was later reduced to seven counts, but it took the company six years to ultimately disprove the allegations while uncovering proof of evidence tampering along the way. The employees were eventually exonerated, but they were also required to waive their right to sue the government for malicious prosecution.
The experience prompted Charles Koch and his company’s legal department to wonder: if a global company with vast resources at its disposal to defend itself faced this kind of ordeal, what was happening to ordinary citizens, small business owners, and destitute populations? It was the beginning of Koch’s ongoing efforts to spur criminal justice reform.
By Jeff Silver
Mark Holden and Jenny Kim discuss their efforts on behalf of Koch Industries to advance the cause of criminal justice reform
“If you can afford a lawyer, you’ll generally be OK,” says Mark Holden, Koch Industries’ general counsel. “But, overall, we see a system that treats the rich and guilty better than the poor and innocent. It traps poor people, who have the fewest resources, in the system.”
Holden also points out that criminal justice has been overused to punish drug offenders and to remove “undesirables” from society rather than finding solutions to the underlying problems. That has resulted in one in three people
in the United States having criminal records, which impacts their ability to find jobs and housing and to get various types of loans and licenses. Their children are impacted, too. Two-thirds of them have interactions with the juvenile justice system.
“We have to find better ways to address the problems and help those in the system so that they are less violent, less broken, more skilled, and better educated when they come out,” Holden says. “We need less punishment and more redemption.”
Jenny Kim, Koch Industries’ deputy general counsel, agrees. “The general public thinks that once someone goes to prison, they’re no longer a problem— but only five percent of inmates are sentenced to life,” she says. “Part of working for reform is educating people on the realities of how poorly the current system works and on the inequalities in how its power is applied.”
One of the problems with assessing the criminal justice system is the lack of national data related to policies and implementation. (Decisions about what data is collected and available is determined through various local jurisdictions.) Holden points out, for example, that mandatory minimum sentences that began in the 1980s were based not on facts and statistics but on fear and emotion. He says there is also no data indicating that these laws made the public safer.
To help address the lack of verifiable research, Koch and several partners have launched Safe Streets & Second Chances, an initiative to develop a national database to derive evidencedriven best practices to reduce recidivism. Pilot studies in Florida, Kentucky, Pennsylvania, and Texas are documenting available commu-
Holden SVP and General Counsel
Industries
Jenny Kim Deputy General Counsel Koch Industries
nity services that can address factors— including accountability, education, job and economic opportunities, and lack of mentorship—that contribute to creating repeat offenders. The objective is to use project results to be able to intervene as soon as an individual is arrested and to create individualized reentry plans when offenders are released from incarceration.
“Solutions are needed immediately when someone enters the system— and to help them successfully reenter society after time in prison,” Kim says. “They need the safety nets that the rest of us often take for granted.” She adds that under the current system, even law-enforcement officers, prosecutors, and other court officials aren’t aware of what resources are available for housing, legal aid, and mental healthcare. “We have to change that,” she says.
Both Holden and Kim’s passion for reform is based on personal experience. Holden worked as a prison guard during his first two years of college and ended up overseeing people he had grown up with. He later worked in a factory that used work-release labor, people he characterizes as “good guys who made bad choices.” Similarly, Kim grew up in New York City at the height of a crime wave and saw young men she knew going in and out of the Rikers Island detention facility. These experiences gave Holden and Kim very intimate views of the negative impact of incarceration.
In spite of the problems with the existing system, though, Holden and Kim are both optimistic about the prospects for reform. Their efforts, along with those of the Charles Koch Institute and other lawyers in various Koch companies, are bringing together likeminded individuals and organizations,
“Overall, we see a system that treats the rich and guilty better.”
—Mark Holden
from the ACLU to the Heritage Foundation. In the spring of 2018, they saw the FIRST STEP Act—which mandates numerous improvements to the federal prison system—overwhelmingly pass in the US House of Representatives. More than thirty-five states have enacted sentencing reform, and the State of Texas has enacted reforms that have enabled the closing of eight prisons over the past ten years and saved $4 billion.
Kim says that a culture of grace and listening is needed for continued improvement over the long term.
“Ideally, we won’t need an act of Congress to do better,” Holden adds.
“Just acts of conscience.”
Hogan Lovells is a part of your team, helping solve your most complex legal issues. With 2,800+ lawyers in 47+ offices across 24+ countries, we can help you be ready for opportunity, risk, or disruption. www.hoganlovells.com
By Kelli Lawrence
BRIAN PIERSON WASN’T born and raised in Oklahoma; he’s actually a product of suburban Chicago. But, living in the state since he graduated college in the 1970s has taught him a thing or two about its values and principles. And practicing law there for more than thirty-five years, including more than thirty in some capacity for BancFirst Corporation, has schooled him well in the ways Oklahomans manifest those values in terms of money management. Simply stated, they and BancFirst take the term community banking seriously, and in doing so the bank is continuing to broaden and better target its services across the state.
“BancFirst’s tagline is ‘Loyal to Oklahoma,’” says Pierson, who today serves as senior vice president and general counsel for the bank. “That appears in all our advertising and marketing and certainly tells people who we are.”
The business’s growth in the Sooner State syncs up with Pierson’s time there. It first planted its roots in the 1970s, as Thunderbird Financial Corporation, and its founder, H. E. “Gene” Rainbolt, began offering management services to the rural community banks in which he’d acquired a controlling interest. By the end of the 1980s, he had taken twelve of those banks under a single state charter and created BancFirst.
Today, nearly thirty years (and 107 locations, in fifty-nine Oklahoma communities) later, BancFirst has more personal household relationships than any other financial institution in the state, including national banks. Its staff works to support not only its established branches but also what Pierson calls “twigs”: the geographic markets surrounding each branch. This effectively puts BancFirst in as
When he’s not helping BancFirst acquire new banks and branches in Oklahoma, Pierson plays a mean rhythm guitar as part of a band. Here are a few fun facts about the group:
1
Founded in 1987, it’s been around and played at different events and venues for more than thirty years.
2
It’s full name is a mouthful. The band is officially called Billy Bob Bovine and the Embryo Transfer. “You don’t get much more Oklahoma than that,” Pierson says.
3
It’s versatile. “We play four kinds of music: rock, roll, rhythm, and blues,” says leadman Billy Bob Bovine, aka D. Jay Hannah, executive vice president at BancFirst.
4
It has brains. The band includes an assistant professor from the University of Central Oklahoma and a retired band director who now manages a music store, and there are several graduate degrees scattered among the members.
5
It can hang with the big boys. The band has played with such legendary country artists as Willie Nelson, Hank Williams Jr., and Hank Thompson.
many as five additional communities with each new branch it opens. This is particularly important, Pierson says, given each branch’s considerable level of autonomy.
BancFirst’s main office, in Oklahoma City, is referred to as the Support Center. “Here, we focus on providing technology, accounting, operational, and product expertise, and specialty offerings such as trusts, investments, and treasury management,” Pierson says. “Complexity, cost, and scale of delivering these product lines are often a distraction from a community bank’s primary role of taking care of customers. It is this unique balance of local autonomy and centralized support that is the differentiator between BancFirst and larger out-of-state banks. Local autonomy is a core value that drives our business model.”
Pierson has now spent a good portion of his career helping the bank extend its reach over the state, but he first found his way to it gradually. After spending several years at a Tulsa, Oklahoma, law firm, honing his skills with commercial transaction work, foreclosures, and banking regulations, he relocated to Guthrie, Oklahoma (approximately thirty miles north of Oklahoma City), and came to represent the city in a variety of ways via his own law practice. When he “elbowed his way” into working with Guthrie’s banks, too, he grew familiar with one that eventually became BancFirst Guthrie. His contract work with that location led to statewide work in the 1990s, and BancFirst offered him the general counsel position in the summer of 2000. “I decided I’d be a fool not to take it,” he says.
Since then, he’s been involved in the acquisition of twelve different banks and due diligence for several other potential deals that didn’t pan out. Though BancFirst is most heavily invested in eastern and central Oklahoma, it now has community coverage in every part of the state except the less populated Panhandle. Pierson’s work even takes him directly into the bank’s new communities at times, where he and BancFirst’s CFO will serve on newly acquired banks’ boards during their interim periods. “I’ve done that four or five times, and that’s a really fun experience,” he says. “You get in there and get to know those folks, and in turn you get to know the community through their eyes.”
This is especially important to BancFirst, which prides itself on granting each of its branches the freedom to tailor its services to its area’s specific needs. “They have 99 percent control over what they want to do to support their community,” Pierson says. “It could be a booster club, summer activities for kids out of school, senior citizen programs—we see it all, because we have that kind of diversity in Oklahoma.”
Looking ahead, Pierson is working to stay on top of technology and digital banking services. “We have the economy of scale, where we can provide a lot more product line that’s on the cutting edge of current industry technology,” he says.
But, at the end of the day, after multiple decades living in Oklahoma, it remains both the Sooners he works with and the ones he works for that keep his work interesting. “When we provide a better community within our respective communities,” he says, “it enhances the quality of everybody’s life.”
With locations across the state, BancFirst is a pillar of Oklahoma’s banking industry, fostering a steadfast reputation and robust clientele.
Crowe & Dunlevy Banking & Financial Institutions Practice Group appreciates Brian Pierson’s leadership as SVP/ General Counsel of BancFirst. We congratulate him on his illustrious career and his continued success!
Oklahoma City
Tulsa | Dallas
In today’s legal economy, many organizations need customized legal services that lead to fast, responsive results in a timely, cost-effective manner.
HCMC Legal, the parent company of Hire Counsel and Mestel & Company, provides both temporary and permanent placement of attorneys, paralegals, and other legal professionals as well as a wide breadth of services in areas such as e-discovery, project management, outplacement, and M&A consulting. “We are experts in investing in legal human capital and positioning them for long-term success,” says Joe Scotto, vice president of human resources and administration.
Attracting, recruiting, and retaining that talent is at the center of Scotto’s mission. With nearly thirty years of HR experience, Scotto is working—in a way that may seem unusual for someone at a staffing agency—to differentiate employee-owned HCMC Legal from similar employers to ensure that all its employees know they are valued. Here, he discusses how he does this.
HCMC Legal is an employee-owned company. Does that make a difference in how you hire?
As an employee-owned company, we want to hire professionals who have the desire to work toward and celebrate both individual and collective success. It also makes us attractive as an employer. Our employees have the ability to participate in ownership after about a thousand hours of service, which gives them a reason to want to continue working with us and to choose us over other employers. We are unique. There aren’t any other companies in our space who share ownership privileges with their employees.
Does that change how you manage HR needs or how employees are treated? Being employee owned doesn’t change our approach. I am always looking for ways to make us the employer of choice and to drive value for our shareholders—who happen to be our employees. I am very involved in providing training and education opportunities for our employees to make sure they are at the top of their game in this competitive field. I want them to know this is an exciting, rewarding, and long-term career path, not just a temporary assignment. We see a need to provide avenues for employees to acquire, develop, and hone skills—and to reward them for that. We recently formed a partnership with ACEDS, an organization focused on e-discovery training and accreditation, to provide education and tuition support to our e-discovery professionals. By taking a two-pronged approach and providing ownership and education, we are able to attract and retain the best and the brightest legal talent in this competitive field.
How else is HCMC addressing the needs of its workforce?
We understand that our contract attorneys work hard and the work they do is important, which is why we are always looking for ways to create the best day-to-day experience for them. Currently, we are in the process of enhancing our document-review centers across the nation in order to provide work spaces that are more functional and comfortable.
We have also improved communication by conducting town hall meetings and employee surveys, which allow us to get employee feedback and help us pinpoint the improvements we need to prioritize. There has been a big uptick in communication from our C-suite. Our CEO, Joan Davison, is out in the field frequently, meeting with employees to talk about their successes, needs, and
Joe Scotto VP of Human Resources & Administration
HCMC Legal
“Our employees have the ability to participate in ownership, . . . which gives them a reason to want to continue working with us and to choose us over other employers.”
concerns. Transparency is a key element in our overall communication strategy.
What else?
We have added many benefits over the course of the last year, such as a flex-spending plan and increased employer contributions to our healthcare coverage. We also have added volunteer opportunities for social outreach, and we are paying for time off for employees to pursue volunteering in their communities. And, we changed PTO to be more flexible and added floating holidays, discounts for movie tickets and social activities, and discounted cell phone service.
Most importantly, fun has become a workplace requirement. We celebrate each other’s successes, large and small, whether it’s having pizza with colleagues to kick off a holiday weekend
or celebrating the grand opening of a new office with clients and candidates.
Do you highlight these aspects of the culture for potential new hires?
When we meet with potential new hires, we want them to understand that working with us is so much more than a job; it is an opportunity to immerse yourself in a culture of growth, learning, and entrepreneurship. Everyone must be ready and willing to roll up their sleeves, work in a dynamic environment, improve continually, and celebrate wins. Our employees are the backbone of our company. We underscore our appreciation for our employees by not only encouraging and hearing their feedback but reflecting and acting on it. This is what makes us different from other staffing companies.
What are the challenges of staffing in the legal-services industry, and how do you overcome them?
The industry is moving as quickly as technology can push it. Technology plays a key role in the legal-services industry, but it is only part of the equation. The human element of our business, supported by technology, is a huge advantage for us. For every document review or legal assignment, it is the human element that makes the difference in the quality of the results. This is still a hands-on, person-to-person business, and we can’t lose sight of that.
I am proud that that is always a focus here at HCMC Legal. To be part of a leadership team that understands that the employee is the driver makes my job interesting and allows me to be more creative. Not every HR person gets to do that, and I feel very lucky.
Lisa Tomiko Blackburn, P117
Associate General Counsel and Deputy Compliance Officer
CEC Entertainment
Audrey Boone Tillman, P51
EVP and General Counsel Aflac
Julia Brncic, P21
VP and Deputy General Counsel Express Scripts
William C. Callaham, P87
Attorney Wilcoxen Callaham, LLP
Noah S. A. Schwartz
Settlement Consultant
Offices of Noah S. A. Schwartz at Ringler
800.322.7585
nschwartz@ringlerassociates.com
Noah is an accomplished settlement consultant with a background that includes twenty-five years in management positions with financial institutions and operating businesses that he owned.
Frank M. Clark II, P154
Assistant General Counsel and Head of Legal for the Americas Infosys Limited
Christy David, P124
SVP, General Counsel, and Secretary InvenTrust Properties Corp
Thomas Meier
VP - Director of Sales Chicago Title Insurance Company
312.223.3880
tom.meier@ctt.com
Tom Meier is the director of sales in national commercial services at the Chicago office. He manages the sales team and works directly with real estate clients on complex commercial title transactions.
Eric De Los Santos, P120
Associate General Counsel and Senior Director of Employment Law TrueBlue, Inc.
Jamal Edwards, P70 Attorney
Edwards Maxson Mago & Macaulay
Robin Elkowitz, P44
EVP, Deputy General Counsel, and Secretary Citizen’s Financial Group
Gregory J. Lyons Partner
Debevoise & Plimpton LLP
212.909.6566
gjlyons@debevoise.com
Gregory J. Lyons is cochair of Debevoise’s Financial Institutions Group. His practice focuses on serving the needs of financial institutions in regulatory, transactional, and other matters.
Javier Espinoza, P80 Attorney
The Espinoza Law Firm
Tanya Fickenscher, P146
VP and Deputy General Counsel
Major League Baseball
Anne Frye, P48
VP, General Counsel, Secretary, and Compliance Officer
Vertellus
Joni Lee Gaudes, P24
VP and General Counsel
ASICS America
Chris Gaskill, P10
VP, Deputy General Counsel, and Assistant Secretary
Summit Materials
Edgar J. Lewandowski Partner
Simpson Thacher & Bartlett LLP
212.455.7614
elewandowski@stblaw.com
A partner in the firm’s corporate department, Edgar focuses his work on IPOs and other capital markets matters as well as public company corporate governance.
Steven R. Shoemate Partner
Gibson, Dunn & Crutcher LLP
212.351.3879
sshoemate@gibsondunn.com
Steven R. Shoemate has extensive experience in public and private mergers and acquisitions and general corporate counseling.
Michael Glackin, P137
Assistant General Counsel of Litigation & EH&S
The Dow Chemical Company
Nader R. Boulos Partner
Kirkland & Ellis
312.862.2061
nader.boulos@kirkland.com
Nader concentrates his practice on the preparation and trial of complex commercial cases involving insurance coverage, commercial litigation, environmental torts, and product liability.
Michael P. Foradas Partner
Kirkland & Ellis
312.862.2308
michael.foradas@kirkland.com
Michael has broad trial and appellate experience in all aspects of major case litigation, including commercial, insurance coverage, mass tort, and product liability.
Kristen Fournier Partner
Orrick, Herrington, & Sutcliffe, LLP
212.506.3531
kfournier@orrick.com
Kristen Fournier, coleader of Orrick’s complex litigation and dispute resolution practice, is a trial lawyer focusing on high-profile mass tort and productliability cases nationwide.
Douglas J. Kurtenbach Partner
Kirkland & Ellis
312.862.2382
douglas.kurtenbach@kirkland.com
Doug has won numerous antitrust, patent, breach-of-contract, mass tort, productliability, and personal-injury cases in state and federal courts around the United States.
Andrew R. McGaan Partner
Kirkland & Ellis
312.862.2183
andrew.mcgaan@kirkland.com
Andy McGaan is a nationally recognized trial lawyer and concentrates his practice in the areas of product liability, restructuring, class actions, and commercial litigation.
Kevin T. Van Wart Partner
Kirkland & Ellis
312.862.2130
kevin.vanwart@kirkland.com
Kevin concentrates his practice in complex litigation, including mass tort claims, class-action lawsuits, product-liability and pharmaceutical claims, and high-stakes commercial disputes.
David Hitchens, P54
US Litigation Director
Jones Lang LaSalle
Mark Holden, P190
SVP and General Counsel
Koch Industries
Dominic Hulse, P28
Senior Legal Counsel
Janus Henderson Investors
Josetta Jones, P130
Managing IP Counsel of Downstream, Chemicals & Midstream
Chevron
David Kenzer, P167
SVP, General Counsel, and Corporate Secretary HERE Technologies
Jenny Kim, P190
Deputy General Counsel
Koch Industries
Sean Krispinsky, P186
SVP and Deputy General Counsel
The American Beverage Association
Elli Abdoli
Partner
Nielsen Merksamer Parrinello Gross & Leoni, LLP
415.389.6800
eabdoli@nmgovlaw.com
Elli Abdoli is a partner specializing in political law. She advises corporations and nonprofits on federal, state, and local lobby, campaign finance, election, and government ethics laws.
Chris Lacy, P94
Assistant General Counsel
Southwestern Energy
Larry La Sala, P180
Vp and Deputy General Counsel of Litigation
Textron
Joseph J. Welter Partner and Chair, Toxic Tort and Environmental Practice Groups
Goldberg Segalla 716.566.5457 jwelter@goldbergsegalla.com
Joseph Welter, a nationally recognized leader in asbestos litigation, has nearly three decades of experience defending toxic tort and product-liability matters across the country.
Michael Leddin, P65
Executive Director Segal McCambridge Singer & Mahoney
Jeannie Lee, P175
SVP and Associate General Counsel Digital Realty
Brian Leslie, P110 SVP and General Counsel, Customer Engagement Solutions Verint Systems
Steve Liccione, P170 Director of Compliance Continental Tire
Bruce McCulloch
Partner, Antitrust, competition and trade Freshfields Bruckhaus Deringer 202.777.4547 bruce.mcculloch@freshfields.com
Based in Washington, DC, Bruce focuses on antitrust counseling, litigation, and representation before the Department of Justice and the Federal Trade Commission.
Paul Matiasic, P60
Shareholder/CEO and Attorney The Matiasic Firm, PC
Marilyn McClure-Demers, P100 VP and Associate General Counsel of Corporate, IP, Financial Services, Litigation & Discovery Management Nationwide
Aneca E. Lasley Partner
Squire Patton Boggs 614.365.2830 aneca.lasley@squirepb.com
Aneca E. Lasley is an accomplished trial lawyer and strategic business counselor who successfully litigates and counsels clients on complex insurance, commercial, and product-liability disputes.
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