Modern Counsel #20

of voices and viewpoints

FURTHER

Marcela Urrutia Zamora, Donna Epps, Gabrielle Kohlmeier, and Kathleen Grillo champion a diversity

at Verizon P50

Leading the Way

Verizon’s Kathleen Grillo, Donna Epps, Gabrielle Kohlmeier, and Marcela

Urrutia Zamora sustain a vibrant, inclusive culture P50

Contents

Implement Feature

P18

Jolene Wall ensures everyone at REI is on the same page via a redefined set of values and a new compliance program

P22

As JDA Software has grown from start-up to billiondollar corporation, Walt Opaska has streamlined its processes through legal review to deliver a seamless customer experience

P25

Con Edison legal leaders Scott A. Levinson, Kimberly R. Strong, and Elizabeth D. Moore discuss the company’s cultural shift to a performance over presence model

P32

Kirk Grimshaw explains the value of building strong relationships with both business partners and employees at Extra Space Storage

P50

Kathleen Grillo, Donna Epps, Marcela Urrutia Zamora, and Gabrielle Kohlmeier of Verizon Communications emphasize the value of having a plurality of perspectives at the table

P58

Monique Elgin of Abu Dhabi National Oil Company enjoys unique opportunities and challenges as she leads by example in the Middle East

P62

Mother-daughter dynamos Anita and Kirsten Hotchkiss of Goldberg Segalla and American Express Global Business Travel, respectively, have charted groundbreaking paths in law

P78

A deep passion for international law and penchant for seizing opportunities have propelled Suzana Blades of ConocoPhillips to a global leadership role

Heidi Grimshaw (Extra Space Storage), Gus Morgan (ConocoPhillips)

P78

P32

Lead Evaluate

P118

Building on decades of legal experience, Jill Carabotta and Susan Steakley started their own firm with a focus on technology, transparency, and mentoring fellow women

P134

From venue permits for Pitchfork Music Festival to development deals with the Obama Foundation, Tim King handles a broad array of legal issues for the Chicago Park District

P156

Inspired to pursue law by a childhood reading of To Kill a Mockingbird, Perrigo’s Anne Blake-Dreher remains intent on making a positive impact

P176

Daniel Belhumeur of Tellurian describes the excitement and challenges of working in the burgeoning liquid natural gas industry

P204

In her first sixty days at Wabash National, Melanie Margolin revamped the legal department, setting in motion long-term improvements

P218

With a new, sophisticated class of global copycat brands on the rise, Daniel McKinnon details how New Balance combats these counterfeiters

P226

Kim Umanoff of Blue Élan Records talks about being the only woman in the room and increasing women’s representation in the entertainment industry

P229

Lisa Stephenson strategizes with trucking industry colleagues to reform state and federal regulations and protect CRST International’s greatest asset: its drivers

P156

P204

Creative

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Arabella Mansfield shattered

a ceiling in 1869, becoming the first woman in the United States to pass the bar. In the 150 years since, women have blazed past barriers and reached pivotal milestones. We have gained the right to vote, to pursue higher learning, to live and work in safe environments free from harassment and discrimination, to earn fair compensation, to manage our own property and finances, to choose whether and when we marry and have children. Although we have made tremendous strides, we must remain mindful to ensure continued progress. Women in the legal profession exemplify our world’s ongoing transformation into a more just and equitable place, illustrating how far we have come—and how far we have to go.

Women face competing pressures: to be fierce yet feminine, to be strong enough to succeed yet diplomatic and kind, to be workplace warriors yet never fail to nurture others as mothers, daughters, romantic partners, sisters, and friends. We live in a cultural landscape filled with messages, both subtle and overt, that girls are little princesses and women empower themselves by enhancing their physical beauty. That we should project an air of effortless calm and maintain perfect work-life balance. That we can have it all—and that our struggles and failures to meet unrealistic expectations are solely our own doing.

This issue’s feature section highlights the accomplishments, best practices, and insights of eighteen prominent women in the law. In these pages, you will hear from women who have contended with all manner of challenges— and overcome them (p.43). For instance, you will meet mother-daughter duo Anita and Kirsten Hotchkiss (p.62). Anita recounts her journey from parttime librarian and single mother to partner at Goldberg Segalla. Kirsten, who works in-house at American Express Global Business Travel, remembers when wearing a pantsuit to the courthouse was thought daring, even audacious. In our cover story, Kathleen Grillo, Gabrielle Kohlmeier, Donna Epps, and Marcela Urrutia Zamora of Verizon Communications discuss the myriad ways they elevate women and fight for greater diversity and inclusion (p.50).

Additionally, we are honored and delighted to feature guest editor Lily Hughes (p.46). Hughes kicks off the section with her reflections on the grit and determination she learned when her family immigrated from Hong Kong to Los Angeles and she was tasked with a variety of responsibilities, from translating for her non-English-speaking parents to helping her mother with sewing work that paid pennies per garment. She urges her fellow women general counsel to join her in using “our influence to open up more opportunities for women to be considered for positions of power and influence in the legal departments, in C-suites, and in the board room.”

True empowerment comes not from external sources but from setting our own goals and expectations, determining for ourselves what success looks like and following through to make an impact on the world. The women in this issue have done just that.

Editor’s Letter

Hana

Yoo Editor

Implement

Celebrating legal leaders and their latest departmental and corporate efforts and achievements, including transactions, expansions, negotiations, inclusion initiatives, and more

By Anthony Ruth

How to Play Nice

Jennifer Brewer, Activision Blizzard’s VP, compliance & chief risk officer, is making compliance fun for game developers

STANDING BEFORE A GROUP OF seventy-five Activision Blizzard global employees gathered for a training summit, Jennifer Brewer was taken aback by a phenomenon that is almost unheard of today, especially in the tech and gaming world in which she works. “Nobody was on their phone. Nobody had their computer open,” she recalls. “There were so many moments where I thought, ‘Is this really happening?’” Brewer, vice president of compliance and chief risk officer, was prepared for the opposite experience, given that most trainings last two hours and this one was two and a half days. But this training was also a special event—the launch of the Way2Play Heroes. This group of ethics and compliance champions, nominated and selected from Activision Blizzard’s thousands of employees around the world, was slated to give feedback about compliance policies and programs to Brewer’s team and learn to provide on-the-ground training and communications to their local colleagues.

The project took years to develop, and Brewer’s team had worked tirelessly on the launch. While most companies would rely on an outside consultant to develop and deliver the content, Brewer’s team did it primarily in-house. “We have a combination of so many different, unique cultures; it’s not something you can really understand as an outside consultant,” Brewer explains.

Jennifer Brewer VP of Compliance and Chief Risk Officer

Blizzard

Having a real, frank conversation between the compliance team and the employees, rooted in the culture and unmediated by a vendor, proved to be an important factor in the success of the launch. “Employees aren’t ready for, certainly, the legal department to come asking them for ideas, and I think we really changed the dynamic of that conversation by doing that,” Brewer

Activision

Courtesy of Activision Blizzard

“If we have policies that people can’t understand, how are we helping them navigate risks?”

says. “I hadn’t experienced a work situation that was quite so connected on a human level.”

The Heroes are an outgrowth of Activision Blizzard’s Way2Play Team, which is the ethics and compliance team Brewer oversees. Way2Play is also the brand for ethics and compliance throughout the organization. “The word compliance can be intimidating and unfriendly; it can make people uncomfortable, doesn’t seem approachable, and people don’t know what it means,” Brewer explains. “The idea [behind the brand] is, What is the right way to play? How do we infuse that drive to do the right thing into the conversation no matter what you’re doing, what business you’re working on, what deal you’re trying to close?”

Way2Play carries through to everything the team does, from training to policies to the code of conduct, which was redone to fit the culture. “It reflects us,” Brewer says. “It’s got images from our games, it’s interactive, it works very hard to speak in laypeople English and not read like a legal document. Because if we have policies that people can’t understand, how are we helping them navigate risks?”

Like the Heroes conference, the ongoing Way2Play trainings are often done in person, with a focus on fostering group interactions and a dialogue, so that employees feel comfortable ques-

tioning a policy or putting forth a controversial idea. “Those have been really effective tools at building relationships and partnering and making it less intimidating,” Brewer says. “We’re not police officers. We’re resources, and we’re here to help you in really tricky situations.”

Some trainings do occur online, and the challenge of delivering compelling digital training to the developers of such games as Call of Duty, World of Warcraft , and Candy Crush is not lost on Brewer. “We are never going to make content as cool as they make,” she concedes. “How do we make online training that resonates and they will pay attention to?” This is where Brewer has leveraged her younger team members’ creativity—a quality she says the legal field can sometimes neglect— and encouraged them not to be limited by traditional, off-the-shelf training. Rather than try to one-up the game designers, the team went with a retro, pixelated, Atari-like look, playing to their audience’s passion without inviting comparison. “We’ve had hundreds of people take the time to reach out and say, ‘Hey, this was awesome,’” Brewer says, “and I can tell you, people don’t take time to reach out and give kudos on their compliance training.”

In a creative industry like gaming, one of the compliance issues is conflicts of interest with employees’ personal projects. Again, rather than simply

Guideposts of Transparency and Creative Thinking

Many of these same principles of transparency and thinking creatively are guiding posts for Jennifer Brewer in the other areas she oversees, which include the global risk and insurance program, as well as in other corporate matters. Those are areas where she works closely with trusted outside lawyers and partners. In the same spirit of what the Way2Play team works to instill in the global employee base, Brewer tries to live up to those principles herself by being direct, honest, and straightforward, and starting from the premise that partnership is based on transparency and trust. It is amazing to Brewer how even in the most complex and niche areas of the law, it is often relationships, communication, the ability to listen, and true partnership that gets everyone to the other side of a complex issue, as opposed to the technical points.

prohibiting personal projects that might be considered competitive, Brewer’s team has developed a side projects program where a group of senior employees vet submissions and decide what to greenlight. “It’s a lot of work because we have to review every single inquiry, but it’s been a really big deal because employees care about this a lot,” Brewer says. “We’ve been able to say yes to the vast majority.”

In addition to the positive feedback she’s received, Brewer sees the direct success of Way2Play in the uptick in inquiries her team receives after each training, and that’s only increased since the launch of Way2Play Heroes. “Things are actually coming forward that we can then help support,” she says. “We’ve been able to look at things and proactively address it rather than waiting until it’s a big problem. That’s been huge.” These programs have helped Activision Blizzard continue to build a culture of transparency that encourages people to speak up when they see problems.

Marsh: “Jen is the consummate professional. She utilizes her skills in difficult situations and reaches out to her partners for guidance in areas outside of her expertise. This team-building approach puts a robust group of professionals together all pulling for a common objective and is an admirable trait. In addition, Jen is a very special person and we feel lucky to work with her.”

—Jack Flug, Managing Director, Head of U.S. FINPRO Claims

Engineering IP

Anna-lisa Gallo on building an IP department at LIXIL Water Technology Americas without living at work

By Billy Yost

ANNA-LISA GALLO JOKES THAT SHE HAS A PROPENSITY for finding the hard way to do things. Following a career in chemical engineering, Gallo elected to go to law school and decided concurrently having children would be an efficient use of her time. “At the time, I was thinking in terms of avoiding any sort of résumé gaps,” Gallo says. “I figured law school would be a little more flexible and that I could just study in the middle of the night. I have no idea what I was thinking.”

While her introduction to law may have coincided with chaos, Gallo has leveraged an engineer’s mind-set into legal successes at LIXIL Water Technology Americas, including building the company’s IP program from scratch. The associate general counsel and head of IP says the newly global company is poised for growth as IP continues to better align with LIXIL’s business strategy.

Gallo says coming to LIXIL to build out an IP department was a rare career opportunity and one of the reasons she left her previous position. “This is an established company, and if you’re going to build a program, that usually means you’ll be working at a start-up that may or may not ultimately succeed,” Gallo says. While there was paralegal work being done to facilitate interactions between outside counsel and inventors, Gallo says she was really able to start at square one to build the foundation of the IP department. It would give Gallo an opportunity to use what she calls her “engineer brain” to build out processes and hire those who would be the best fit for the IP department. But it certainly wouldn’t be easy.

“It took me almost two years to find someone that I thought would have the right work ethic and passion to work well here,” Gallo says. “It was a very difficult process, and I had stacks of résumés on my desk.” Meanwhile, Gallo says her initial plans of immediately implementing higher-level strategies were put on hold

when she realized there were much more fundamental issues to address. “I needed to first understand the number of active patent matters and which outside counsels were handling those matters,” Gallo says. “Next, I interviewed and established outside counsel business partners who I believed provided quality work and understood our business and culture.”

Gallo says budgetary considerations also heavily influence the work her department focuses on at any given time. “So much of the business strategy is important in IP because we have to focus on the direction that the company is heading both short-term and long-term,” Gallo says. “Engineers and designers believe that their new invention is very important to the company, but if their invention does not align with the business strategy, then the company’s resources should not be used to seek protection.”

Aligning to the business has been an ever-changing process for the IP department. “The business strategy has changed drastically since I first started,” Gallo says. “We’re focusing on different countries and technologies, and it’s our responsibility as a legal department to support the business’s new direction.”

While Gallo has extensive experience both in-house and in a firm with protection of IP globally, global IP protection was a new concept to the parent company, and her colleagues reached out for guidance and collaboration to move to a more global platform. In addition, she’s focused on finding ways for legal to maintain its high level of performance on a leaner budget, which includes making alternative fee arrangements with outside counsel and recently hiring an in-house patent agent.

LIXIL scored quite the deal in Gallo, whose chemical engineering background gives her a wealth of inside information that other IP attorneys don’t have. She has worked in multiple chemical plants and says her current work allows her to stay connected to the science that first attracted her to the technology track.

Gallo says her zeal for her position may be somewhat unorthodox, and it has always been challenging to navigate in terms of balancing life outside of work. Gallo’s father owned his own law practice and worked seven days a week. “I did not grow up experiencing a work-lifestyle balance because my mentor was a workaholic,” Gallo says. She admits that even her

Associate General Counsel and Head of IP

LIXIL Water Technology Americas

“So much of the business strategy is important in IP because we have to focus on the direction that the company is heading both short-term and long-term.”

Anna-lisa Gallo

father didn’t think it was a good idea for Gallo to go to law school, perhaps understanding just how much of a toll the job could take if she let it.

Maintaining that same frantic pace initially caused Gallo a considerable amount of cognitive dissonance upon entering the corporate law profession. “The corporate world is much different from firm life. In firm life, at least you financially benefit from a work-life imbalance through the billable hours,” Gallo says. “This financial benefit is not necessarily true in the corporate life. The main challenge for me is that I really enjoy what I do, so it adds to my difficulty in finding the right balance.”

While creating an IP department isn’t necessarily the work of someone who has learned to smell the roses, Gallo says her fingers-to-the-bone mentality has been tempered somewhat by learning to unplug at the end of the day, even though she has to actively remind herself that it’s time to go home. “This week was not successful in maintaining that balance,” Gallo admits. “But we’ll try again next week.”

Venable LLP:

“I’ve had the pleasure of working alongside Anna-lisa on a number of intellectual property issues that LIXIL confronts. She does a masterful job effectively managing IP portfolios around the world. She understands the nuances and various legal needs in the industry.

Her creativity and instincts for businessminded legal solutions put her in a league above the rest while positioning LIXIL as a market leader. We’re grateful for her continued dedication to the Venable team.”

—Michele Frank, Partner

Venable Celebrates Anna-lisa Gallo

Associate General Counsel, Head of Intellectual Property, LIXIL Water Technology Americas

We are delighted to recognize the great work of our client and friend.

More than a law firm, Venable is a network of trusted advisors serving businesses, organizations, and individuals in many of the most important aspects of their work. With more than 850 professionals delivering services around the world, we help clients connect quickly and effectively to the experience, insights, and advice they need to achieve their most pressing objectives.

& Foerster, our commitment to excellence begins with the understanding that each of our

We are dedicated to finding creative solutions that ensure our clients achieve their business goals.

Culture Through Compliance

By Jaylyn Carlyle

REI’s Jolene Wall is redefining how the apparel and sporting goods giant communicates with and trains employees on its standard of ethics

General Counsel

IN 2017, SEATTLE-BASED OUTDOOR GEAR AND apparel retailer REI broke records with $2.62 billion in sales. The growth, coupled with the rapidly changing retail landscape, pushed the business in early 2018 to pause and reflect on the culture of the co-op and reframe its values to clearly identify who REI is and what the company stands for, taking the best of what the company has been and the best of what is to come. Nearly a year later, its leadership team formally presented a redefined set of values in action.

“This is a really big moment for the company because we haven’t done a values refresh in at least the eleven years that I’ve been with the co-op,” Deputy General Counsel Jolene Wall says. “Our new set of value statements, titled ‘The Co-op Way,’ isn’t a big shift, but it reframes what the company stands for clearly and concisely and is action driven.”

When Wall started with the company, communicating its standards across a smaller staff largely confined to the Northwest was easier. Expansion into the Midwest and the East Coast, though, required REI to develop a more formalized compliance program to communicate its code of conduct and expectations of employee behavior. Wall is at the forefront of this effort to keep the company’s approach cohesive, especially as growth brings in new employees, customers, and members still being introduced to its culture.

Communities naturally rally around local companies, and on the West Coast, REI has enjoyed great affection for many years, particularly among the region’s many hikers, campers, and other outdoor enthusiasts. “It is very much a Northwest company with strong Northwest ties,” Wall says, but she adds that the original essence born and cultivated in that area may not be obvious to individuals outside of it. “They don’t necessarily understand what it means to be a co-op, what we stand behind and stand for.”

As the company continues to grow, it is important that all employees, regardless of where they are located, understand what the company expects of them—and, just as important, what they can expect from REI. One of the nine new value statements is “We Hold Ourselves to a Higher Standard,” and this ethos is key to the new ethics and compliance program.

Jolene Wall Deputy

REI

Michelle Pritchow

Wall’s group is therefore creating a formal, systemic program that will clearly define the company’s business conduct policies and make them easily accessible. The effort includes refreshing REI’s code of conduct and implementing a policy management system while simultaneously developing a communications and training plan that supports the overall program.

“It’s a reaffirmation that we really mean what we say, whether it’s in a code of conduct, employee handbook, or any other company communication,” Wall says. “Just being consistent and clear on expectations makes a difference. We mean what we say, in everything that we do, regardless of how it’s coming to you as an employee.”

Currently, new hires receive an electronic version of the employee handbook and the code of conduct during their onboarding process. When questions arise, employees are referred to a difficult-to-navigate intranet site providing the latest policies. Beyond that, there are no official lessons or expectations. In accordance with Wall’s new compliance program, though, employees will receive targeted compliance training when hired. And they will undergo further training on a predetermined cadence (or situationally, as needed), based on their role in the organization.

The revised collection of policies and procedures will offer employees a clear understanding of company expectations for how they should work and treat their vendor base, customers, and coworkers. They’ll also be able to find additional information through new policy-management technologies to navigate challenging decisions and obtain help when required.

The project is still in the development and executive buy-in stages at the moment, but Wall is optimistic as she looks ahead. “We’re at an interesting inflection point, because we’re rolling out a refreshed set of values so that it’s very clear to employees what we stand for,” Wall says. “Then, within the next six months, eight months, a year, we’re going to be rolling out our refreshed code of conduct that will build off of the refreshed value statements and provide clear expectations for employees around business conduct.”

“I’m excited and invigorated with the work and how it is all coming together,” Wall adds. “It’s not many times in your career that you get to roll out an entire compliance program from the ground up. I’m not overwhelmed yet. I have a really good team around me and cross-divisional partners that are supporting the work, which has been absolutely key. Without it, we would be going nowhere.”

Jackson Lewis is proud to support

JOLENE WALL, Deputy General Counsel of Recreational Equipment, Inc.

Jackson Lewis P.C. is a law firm with more than 900 attorneys in major cities nationwide serving clients across a wide range of practices and industries. Having built its reputation on providing premier workplace law representation to management, the firm has grown to include leading practices in the areas of government relations, healthcare and sports law. Named the "Innovative Law Firm of the Year" by the International Legal Technology Association, the firm’s commitment to client service and depth of expertise draws clients to Jackson Lewis for excellent value-driven legal advice.

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The Logic Behind Growth

By KC Esper

Walt Opaska heads the legal review of JDA’s ever-growing processes with an analytical eye and an open mind

SAYING JDA SOFTWARE IS STILL A start-up is like saying Walmart is still a mom-and-pop shop. Yet according to Walt Opaska, despite the incredible growth of JDA, its mission has never changed: to deliver technological solutions that fit the needs of any company. Although growth implies and requires a move away from a start-up mentality, JDA has made efforts to transition into its new billion-dollar shoes while remaining as flexible as a small business. As expected, with this adjustment comes a great deal of legal review. That’s where Opaska steps in.

As associate general counsel, Opaska’s job is to ensure that JDA’s transition goes smoothly, that all holes are patched, and that new strategies are implemented to ensure the continued growth of the company. His goal is not to forgo the progress that JDA has made throughout its years as a lucrative start-up but rather to proportion the growth of the company to fit the fullscale corporation it has become.

“We’ve moved toward a mixed model,” he states. “We’re trying to move everything fast enough to keep up but give our more traditional or risk-averse companies options until eventually they get there, too.”

Over the past year, Opaska treated updates to internal systems like a sieve, separating major bumps from the body of existing processes and figuring out ways to improve them so they integrate into the new model. So far, through trial and error, Opaska has recognized several bumps in need of modifying. First and foremost, the company needs to remain modern through its adjustments. Second, it needs to polish relationships with third-party vendors. To attack the first issue, JDA made the decision to move away from a perpet-

Walt Opaska Associate General Counsel

JDA Software Group

ual licensing model to a software as a service (SaaS) model.

For most consumers, the latter model has become fundamental to the way technological services are consumed. Subscription-based services not only provide customers with the ease of no long-term commitment or upfront lump sum but also allow companies that use the model to automatically update services for consumers using a central hub. (Ergo, farewell to the days

of relying on customers to manually download an entirely new set of software every few months. These days, it’s all about hands-free technology refurbishing.) The transition to the SaaS model will provide JDA with a new sense of profitability and flexibility while helping it stay relevant within its market.

“To JDA, the benefit is the nature of the sale,” Opaska says. “Instead of one sale of a license, you have recurring sales. They get a new version of the software every month, and we have a nice, ongoing revenue. Really, the software is staying at the same pace our client is moving. Streamlining our services provides new functionality to customers, allowing them to do updates easier and quicker.”

Essentially, this update is a win-win for both JDA and its consumers. The inspiration for the change stemmed from a seemingly simple question: how do we make things easier for ourselves and our customers, and how do we keep it that way? Every change Opaska makes aims to answer this question.

As a result, the company has implemented numerous procedures to verify that policies that have been in place since JDA’s beginning are usable for years to come. Starting with the vendor-hiring process and moving toward the signature-agreement process, Opaska and his team are working to repair the holes that have become apparent as a result of JDA’s growth.

Throughout his years at JDA, Opaska has assembled a team that approaches the revisions of these policies from a meticulous, analytical point of view. He says that because of his extensive background in physics, he rides on his team’s wavelength. This allows him to “speak their language”—the language of logic.

“We find problems through practical experience, then try to operationalize them to make sure we’re bettering issues, not creating them.”

“Everything is very precise,” Opaska says. “Because I’ve done similar things in the past, I understand what they’re trying to do, so I rely on them to help notice areas that we could improve upon. We find problems through practical experience, then try to operationalize them to make sure we’re bettering issues, not creating them.”

The team’s eye for errors allows problems to be fixed accurately and efficiently. For Opaska, this sometimes means going back to basics: ensuring there are copies of every document on file, filing agreements in the correct place, and “building relationships with third parties to develop programs when we want to.” The goal is to make JDA’s processes scalable and appropriate for the range of businesses it serves, from start-up to massive corporation.

Opaska has watched JDA’s structure transform into one that is flexible and progressive. Over the span of his career, with new procedures in place, he has noticed the company’s advance—most notably in the patent program, which has grown significantly over the past eight years.

JDA has developed into a company that thrives in change without losing touch with its original roots. Opaska believes that the company’s unique dichotomy of continuous innovation and customizable services has allowed it to remain relevant despite competition from cloud-forward counterparts.

“We are investing in creating,” he says. “Moving forward, we are building new ideas that align with our core mission and making sure everyone gets involved to make sure we are running a successful, profitable business long-term.”

The Current of New Culture

With a focus on outcomes over hours, Con Edison’s legal team charges up its culture

By Kathryn Kruse

Elizabeth D. Moore SVP and General Counsel

Con Edison

WHEN ELIZABETH D. MOORE JOINED CON EDISON as senior vice president and general counsel in 2009, the company was in transition. It was on its way to becoming a leader in the production of renewable energy, developing new opportunities for customers to choose how they bought and used energy, and laser focused on building an ever-safer work environment in a high-hazard industry. In Moore’s department, many long-time staffers were nearing retirement. To create “the law department of the future,” the team needed to capture these employees’ experience and operational expertise as well as appeal to new hires.

“We had the opportunity to offer people work on new, exciting, emerging issues,” says Moore. A decade later, Con Edison, the longest continuously traded company on the New York Stock Exchange, is still changing with the times. The legal team has built a “high–performing, flexible culture” that aligns with the company’s high standards for safety, operational excellence, and customer experience.

“It is not about hours. It is about outcomes,” says Kimberly R. Strong, vice president and chief ethics and compliance officer. “We let people own their environment.”

Accountability and flexibility guide Con Edison’s legal team of more than 180 people. Within their work groups, employees determine when and how they work. Scott A. Levinson, vice president of legal services, went from skeptic to stalwart advocate of the performance over presence model. “It has led to a much more trusting culture,” he says.

As Moore and the team swap a command and control culture for a place where employees take ownership of ideas and projects, the department is becoming leaner, with increased individual workloads. New tech is an integral part of their success. “You must have engagement, trust, flexibility, and the tech tools to get things done,” Levinson says.

To ensure the desired results, the team has invested in higher-end portable computers, increased litigation efficiency through programs that allow teams to remotely access case information, and incorporated videoconferencing as a tool for employees working both on- and off-site. Thorough training helps the team engage effectively with these technologies.

Within this dynamic culture, Con Edison leverages team members’ strengths. For example, Levinson,

who has been with Con Edison since 2000, focuses on litigation, drawing upon his years of tort and trial work experience as NYC’s corporate counsel. Similarly, Strong, who previously held in-house roles at large tech companies, oversees tech along with ethics and compliance. Conversely, the company encourages staff to develop diverse skills. Levinson worked in the construction department before returning to legal with a deeper understanding of the company.

Cross-functional engagement is on the rise at Con Edison, as lawyers engage in strategic partnerships throughout the company. When lawyers get involved in business operations, they can anticipate issues, are unafraid to question decisions, and “find practical solutions to complex business problems that often have a legal element,” Levinson says.

Kimberly R. Strong VP and Chief Ethics & Compliance Officer

Con Edison

Integrated into the culture shift are new methods for encouraging ethics and compliance. Con Edison emphasizes a “speak up culture.” This gives employees both the permission and the protocol to speak up whenever they see questionable behavior. The initiative extends beyond enforcing accountability for individuals willfully acting in bad faith. It is about creating a culture where people feel safe asking about gray areas in compliance.

“We want to be good corporate citizens,” says Strong, who came to Con Edison in 2012. Having worked in ethics and compliance since 1998, she possesses a deep knowledge of what it takes to be a good corporate citizen. “We are developing a high-performing, self-correcting culture where people can ask questions and are aware of resources,” she explains.

Con Edison operates an employee helpline for compliance-related concerns and questions. The company also has an employee-led training program. In 2018, three hundred employees facilitated the training of fifteen thousand others through interactive programming that brought people from all levels of the company together to discuss compliance and conduct. Moreover, small groups act as “Values in Action Advisors” in a model where employees receive communications from people close to them. And the compliance management team is mapping the evolving network of laws, rules, and regulations to ensure they are implemented at federal, state, and local levels.

Con Edison uses operational excellence as a gauge. In understanding the efficacy of these changes in culture, compliance, and tech, Moore says, “we measure success through the number of cases won and client satisfaction. If this wasn’t working, we would not keep doing it.”

The team is far from finished. Legal operations experts are exploring artificial intelligence applications, data analytics, and compliance platforms. New areas of law, such as cybersecurity, renewables, and data protection, are opening up. Also, at all levels of the legal team, 50 percent of the staff has been at the company for less than five years, and professional development questions are front and center.

Levinson, Moore, Strong, and the rest of the Con Edison team recognize the importance of being nimble. When it comes to their responsibility to customers, the public, employees, and the environment, they pride themselves on knocking it out of the park. And in this team’s neck of the woods, it is most likely a park that gets its energy from Con Edison.

Venable LLP:

“Liz Moore leads a team of smart, sophisticated, diverse, and creative lawyers at Con Edison. We enjoy partnering with Scott Levinson and other litigators in the group, all of whom maintain active trial and appellate practices. They know the courts, they know procedure, they know strategy, and their skills are sharp.”

—Ed Boyle, Partner and Head of New York Commercial Litigation Group

Davis Polk & Wardwell LLP:

“Scott is often tapped to handle matters of great importance and sensitivity. He is a versatile lawyer and is as effective when a matter calls for cooperative negotiation as when it demands forceful advocacy. He is a true pleasure to work with because he is both thoughtful and decisive.”

—Frances Bivens, Partner

of Legal Services

Scott A. Levinson VP

Con Edison

Authenticity Rules at Cummins

Head of Global Litigation and Assistant Corporate Secretary Karen Weber supports the law function at Cummins through honest and open connection

By KC Esper

Karen Weber Head of Global Litigation and Assistant Corporate Secretary Cummins

AS A GLOBAL POWER SOLUTIONS

leader, Cummins specializes in manufacturing engines, filtration systems, and generators all around the world. As expected, the breadth of the company’s market requires effective, universal communication. Head of Global Litigation and Assistant Corporate Secretary Karen Weber is instrumental in maintaining these positive, practical connections to help drive both the mission and the legal function of Cummins across the globe. Her work requires not only a keen eye to detect possible solutions and complications in operations but also a knack for building genuine and honest relationships among employees, colleagues, and stakeholders.

Weber employs several essential methods to successfully unite all branches under a common goal. The first step is ensuring that everyone is starting with the same information. As her message moves across the globe, she recognizes the considerable likelihood of information getting lost along the way. Therefore, she regularly reflects upon the quality of her interactions to assess the effectiveness of each conversation.

Doing so lends itself to understanding the structure of specific business relationships across regions while simultaneously strengthening them. This technique requires concurrent reflection as much as it requires postreflection. As such, Weber has learned how to mend communication gaps in real time to deter them from becoming problematic later. Employing this method, though perhaps difficult at first, became second nature over time. She cites a colleague who first presented this technique to her:

“When I first joined Cummins, I had the opportunity to work with a

colleague in Europe, who led a regional team for many years. I listened to him respond to issues and manage situations, and I noticed his tone and the cadence in which he spoke,” she says. “He spoke in a manner that intentionally left opportunity for others to speak and engage, which allowed them to translate and consider his response. I share this experience with others as they develop their global relationships because it is a subtle but highly effective tactic.”

As improved communication strengthens both internal and international bonds at Cummins, Weber has

In addition to serving as an educational platform for its employees, the process allows Cummins to inspire feedback from all branches that “further evaluates and invites diverse perspectives” and “controls its legal status to drive success.”

As these projects embolden the company’s legal function across the world, the team maintains a sharp eye on its incredible achievements at home. When Cummins was established more than one hundred years ago, its primary focus was on manufacturing diesel energy solutions. Now, the company has modernized its approach, updating previous inventions by incorporating new

“I believe authenticity leads to better leadership and a better workplace.”

also extended her efforts into further developing strong working relationships with external council members by implementing a convergence process in Canada, the United States, and across the globe. This process encourages member involvement by offering educational opportunities to deepen their knowledge of the company’s processes, such as designing and manufacturing engines used for everything from trucks to drilling equipment.

Weber articulates the importance of employees’ learning about the intricacies of the company’s far-reaching work. The legal department is also encouraged to extend its expertise into the external counsel community to help enhance its culture of utility. “We invite members to take a plant tour, go to engine school, and engage in pro bono opportunities with us,” Weber explains.

technology into older designs. Recently, Cummins has worked to develop clean diesel fuels and natural gases as well as a range of hybrid solutions and electric vehicles. In fact, it will bring its first electrified powertrain to markets later this year, which will expand Cummins’s portfolio to carry it toward the innovations of the future. Weber considers this “an exciting time in our industry” and revels in the opportunity her colleagues in the legal function have to support these projects by acting like strategic partners while they’re developing.

As it advances toward the future, Cummins’s mission stands: to “make people’s lives better by powering a more prosperous world.” In her role, Weber ensures that each decision she makes is aligned with the needs of customers, employees, and stakeholders. By communicating the culture of Cummins across

these platforms, its mission has manifested itself across the globe in different communities, each uniquely creating an environment that enables each member of the team to achieve success. For Weber, by strengthening these bonds, they’re concurrently building authentic leaders.

As an authentic leader, Weber notes, she seeks both positive and negative feedback about her work style and behavior from a variety of sources across Cummins, including her team members, C-suite leaders, and the company’s board of directors. Based on this feedback, she adjusts her leadership approach. “Building trust is a key to my success,” she says, “and in order to do that I continue to be vulnerable and transparently share my failures and weakness as well as the things I am proud of.”

This authentic approach to leadership is championed throughout the company. “At Cummins, we’re devoted to our values and expect our leaders to be authentic and build trust,” Weber says. “I’ve learned that I need to integrate both my personal and work self in the workplace to be successful. Every function is connected, and I believe authenticity leads to better leadership and a better workplace.”

—Phillip

Goldberg, Partner

Kirk Grimshaw VP and Legal Counsel

Heidi Grimshaw

By Billy Yost

Extra Space Storage’s Kirk Grimshaw on building relationships as the company continues to diversify

Relationships Need Space

AS THE SECOND LARGEST OPERATOR

of self-storage properties in the country, Extra Space Storage’s footprint encompasses more than 1,600 stores in 39 states, with more than 910,000 individual units and 103 million square feet of rental space. The company continues to diversify its business interests with a joint venture partner initiative and shortterm bridge loan project that vice president and legal counsel Kirk Grimshaw says are both based on strengthening relationships with the company’s partners. This emphasis on building relationships inside and out of the company is evident in the company’s inclusion on Glassdoor’s 2018 Best Places to Work as well as Utah Business magazine’s Best Companies to Work For.

Grimshaw, who himself was previously heralded as one of “Utah’s Legal Elite” by Utah Business magazine, says that the company’s focus on partnerships is ideal for his own approach to law. “One of the things I really like

loan or credit facility, the creation of a new joint venture arrangement, or any other business deal, when all parties profit, the association was successful.”

The VP says transactional law has been his passion since law school. “Litigation and courtroom drama did not interest me as much as creating new business opportunities,” Grimshaw says. After extensive firm roles, Grimshaw went in-house at Extra Space Storage in 2016 and has subsequently spent his time endeavoring to be what he calls a “deal doer.”

For Grimshaw, that means working to overcome typical assumptions of what legal does. “Many times, I hear complaints that attorneys slow down transactions,” Grimshaw says. “Instead, I always have the goal to help grease the wheels of the deal and move the transaction along while still protecting Extra Space’s interests.”

Grimshaw has helped keep the company busy. One of the ways the

“We want to be a one-stop shop for our partners, investors, and developers in the storage industry.”

about structuring and negotiating business transactions is that, at the end of the day, all parties to the deal feel they have benefited from the relationship,” Grimshaw says. “Whether the transaction includes the buying or selling of a property or entity, the structuring of a

company is acquiring new storage properties is with the help of joint venture partners. Extra Space Storage forms a new company with a partner, with each injecting a portion of the capital needed to purchase the new facilities. The new company then owns

and holds the storage properties that Extra Space manages. “This allows us to increase our footprint and number of storage facilities with less required upfront capital,” Grimshaw explains. “At the same time, our new joint venture partner receives a solid return on its investment as well.”

Grimshaw says the new deals have been so successful that negotiating the joint ventures has increasingly become one of his more central roles. At the time of writing, Grimshaw is working on three separate new partnerships.

A new business opportunity for Extra Space Storage has arisen in the form of short-term bridge loans that allow the owner or developer to recover initial invested capital prior to reaching stabilization, a process that can sometimes take years. “Many times, the owners and developers of storage facilities are not able to obtain permanent financing with good terms during the gap period after construction but before the facility is fully leased up,” Grimshaw reveals.

Extra Space Storage loans money based on the property’s value rather than just the cost to construct, which Grimshaw says makes the Extra Space loan program different from most other lenders. “This higher value allows the borrower to obtain from us a higher amount of loan proceeds in order to increase the borrower’s return.”

In exchange, Extra Space Storage manages the storage facility for the owner. “We believe and hope these loans will strengthen and deepen our relationship with these partners, investors, and developers,” Grimshaw says. One of the significant pipelines for Extra Space Storage to accumulate properties is to buy from owners for whom they already manage properties.

Should those owners decide to sell, they’ve already developed a strong partnership with Extra Space. “We want to be a one-stop shop for our partners, investors, and developers in the storage industry,” Grimshaw says.

Grimshaw’s own approach to his job was modeled for him early in his career. Fresh out of law school, the young lawyer found himself admitting a drafting error to his senior attorney boss that could have cost the client additional thousands. Instead of lashing out, Grimshaw says his boss elected to work with his protégé to renegotiate and revise the contract pro bono. “Since learning that great lesson, I have always chosen to concentrate on working together to find solutions rather than focusing on placing blame,” Grimshaw says.

Strong relationships also endure inside the company, Grimshaw says. “One of the things that I love about the Extra Space culture is that the people here really live and act upon our company’s values of integrity, excellence, innovation, teamwork, and passion,” Grimshaw says. “They not only demonstrate these high moral standards while at work in the office—the people at Extra Space live them all the time.”

When he’s watching a sports game at home, it’s his work colleagues that Grimshaw finds himself texting or calling to see if they saw that last great play. “It’s moments like that,” he says, “when you realize that these are my real friends.”

NO ONE ACHIEVES SUCCESS ALONE.

Regardless of company size or the business challenge at hand, our clients consider Kirton McConkie part of their team. They rely on our legal insights, business judgment, and professional integrity.

Congratulations to Kirk Grimshaw at Extra Space Storage.

WALDO ONESJ

Jones Waldo is a full-service law firm whose attorneys are skilled in everything from litigation and corporate finance to real estate and family law.

Established in 1875, Jones Waldo has assembled a team of over 70 attorneys throughout Utah who represent individuals and businesses in all legal matters. Jones Waldo strives to ensure top tier service and representation that our clients expect.

Navigating a Sea Change

Volt Information Sciences’ Nancy Avedissian explains how she has helped her company chart a course forward

By Joseph Kay

Nancy Avedissian SVP, General Counsel, and Corporate Secretary

Information Sciences

WHEN NANCY AVEDISSIAN JOINED VOLT

Information Sciences in 2016, she was expected to close, in very short order, a languishing M&A deal. It quickly became obvious that her new role would afford her not only an opportunity to get back to her transactional roots but also the chance to make a strategic impact. Though the deal wasn’t without hazards, she sailed through it and hasn’t looked back.

Volt, an international provider of staffing services and managed-service programs, was experiencing revenue declines at the time Avedissian came aboard. The predicament demanded all leaders start driving change. “My initial mandate was to serve as a trusted partner to the business, reorganize the legal department, and demonstrate a work ethic to inspire cultural change,” says Avedissian, senior vice president, general counsel, and corporate secretary of the company. “It’s been an incredible learning experience to play a central role at an organization in transition.”

Brothers and staffing industry pioneers William and Jerome Shaw founded Volt in 1950. Initially, the company specialized in technical writing, but soon it started providing contingent workers to its customers. The business grew quickly, went public, and expanded into new business lines and global markets. By the mid1990s, it was one of the industry’s top staffing providers but soon hit a plateau. In recent years, management has scaled back its global footprint, divested noncore assets, strengthened the company’s financial foundation, and steadily worked to reposition Volt for growth.

Avedissian spent the first decade of her legal career in the corporate group at Milbank, and, after seven years as the general counsel at a private clinical-services company, joined Volt to return to advising a public company client. She enjoys being part of a collaborative senior leadership team, and she quickly

“The winds of change either deliver you to new shores or leave you in a whirlwind of disarray.”

learned how to navigate the company, forging strong relationships within her department, the C-suite, and the board of directors. She spearheads all corporate, securities, transactional, and compliance work and manages a stellar team focused on employment law and commercial contracting.

In her first two years, Avedissian led the sale of Maintech, Volt’s technology infrastructure support business, as well as VMC, a quality-assurance provider for the video game industry. The two transactions—for $18.3 million and $66.4 million, respectively—provided vital liquidity and allowed the business to refocus on its core staffing business. Additionally, the company entered into a new financing agreement with DZ Bank for a two-year, $115 million accounts-receivable securitization program. That deal reduced overall borrowing costs and provided additional flexibility to the business.

In the summer of 2018, Volt’s former CEO departed the company, and Avedissian was appointed to a four-member executive management committee. Soon thereafter, the board of directors concluded a year-long review of strategic alternatives, a process in which Avedissian played a key role.

Opting to execute instead on Volt’s stand-alone business strategy, the company appointed staffing industry veteran Linda Perneau as president and CEO in November 2018. Under her leadership, Volt has seen its stock price increase 55 percent in four short months.

The changes kept coming as fresh business initiatives sprouted, business units were restructured, and new executives joined the leadership ranks. “When there is alignment among the leadership team, it is much easier to find the way forward together,” Avedissian says. “The winds of change either deliver you

to new shores or leave you in a whirlwind of disarray.” She knows the journey is not always linear—rather, it’s about having the whole team rowing in unison toward a common goal.

Finally, the destination is coming into view. In the first quarter of fiscal year 2019, Volt generated yearover-year growth in net sales for the first time in twenty-six quarters. Recent results are exciting evidence of the company’s ongoing transformation and a solid indication of its positive trajectory.

In her position, Avedissian has been able to serve as a strategic partner to the business and its executive leadership. “Nowadays, I may spend less time lawyering in the technical sense, but my counsel has never been more valued,” she says.

She is a staunch champion of the fact that the legal and contracting functions are integral to ensuring optimal business success. In addition, Avedissian spends time working cross-functionally, most often with HR and in furtherance of enterprise-wide initiatives such as cybersecurity.

“I endeavor to be viewed both as a guardian and a partner,” Avedissian says. She believes similarly positioned legal leaders should do the same, especially during periods of substantial change. “Lawyers need not know—or be able to predict—every stretch of the way forward, but they must help guide the journey.”

Milbank, Tweed, Hadley & McCloy:

“Collaborating with Nancy means finding a way to get the job done— and done exceptionally well! Her business-savvy, pragmatic approach is demonstrated in her ability to devise innovative solutions to the most demanding legal and commercial challenges. We thoroughly enjoy partnering with Nancy and the entire team at Volt.”

—Adam Moses, Partner

On Merit Alone

By Will Grant

Amira Love on managing Chevron’s North America upstream litigation and achieving success

AMIRA LOVE IS A FIRM BELIEVER IN meritocracy. As the youngest of four, Love says she quickly learned that not shying away from opportunity and being vocal were essential in making her opinions heard. By leveraging her confidence and willingness to grow, Love has banked litigation experiences so varied that her past case memos might read as a mashup of three different lawyers.

Earlier this year, Love was named the first woman managing counsel for Chevron’s North America upstream litigation management unit. Prior to Chevron, she garnered experience on both the plaintiff and defendant sides of high-stakes litigation matters at a litigation boutique. In short, anyone finding Love on the other end of a bargaining table may do better to leave the room.

Love has truly climbed the ladder of experience at Chevron and demonstrated not only legal capability but also a capacity for development and evolution in her legal roles. Her penchant for ingenuity was present upon her first interview at Chevron. When her future supervisor told her flat out that they were looking for someone with more years of legal experience, Love was convinced she was sunk. But she’s a fighter and always looking to win, so she reframed the scope of the question.

“I explained that I had billed three thousand hours per year, every year at a litigation boutique,” Love says. “And while I was sure they were interviewing candidates with more ‘years’ of experience, I had worked just as many hours and likely had more practical litigation experience.” The job was hers.

Love immediately fell in love with her new in-house role at Chevron. “The company and its people are great, the law department is first in class, and the outside counsel are some of the best

in the world,” she says. Love quickly developed a reputation as a lawyer who liked to be challenged and could think and move fast, aggressively, and strategically. “I had a different background than most people who traditionally go in-house,” Love says. “And I think that gave me an edge.”

Love’s background includes first clerking for the Honorable Carolyn Dineen King on the US Fifth Circuit Court of Appeals and then working at litigation boutique Susman Godfrey, where, Love says, she was thrown into the deep end. In clerking for King, Love says she learned a deep appreciation for the judge’s no-nonsense and apolitical mentorship. “She was very particular and a stickler for detail,” Love says. “The clerkship taught me what it means to be a good attorney and a powerful advocate.”

Litigation at Susman Godfrey provided a multitude of opportunities because it involved work on both the plaintiff and defense sides on a wide variety of commercial matters. Love says she developed the ability to properly evaluate cases at the beginning. “It’s all business in a firm, and you can’t pick a loser case on contingency,” Love says. “You have to know how to properly risk a case, evaluate your chances of winning, and plot the path to get there. It’s actually what in-house litigators do every day.” Love says being trained as a plaintiff’s lawyer also taught her how to be more proactive and strategic on the defense side.

Amira Love Managing Counsel, Upstream Litigation Management Unit

Chevron

After scoring early success at Chevron, Love had the opportunity to work on the litigation team for two high-profile cases. The first was Big Foot, Chevron’s $4 billion investment in one of the largest oil fields in the Gulf of Mexico. Big Foot’s hull is an

Liskow & Lewis congratulates Amira Love of Chevron Corporation on her continued success and achievements.

Her leadership raises the bar for each of us.

Where experience runs deep.

Liskow & Lewis has been relied upon by the industry since the early days of oil & gas.

extended tension-leg platform, and during the 2015 installation, nine tendons sank, stalling production until 2018. Love was the legal advisor to the team tasked to determine the root cause of the tendons’ falling. The team included extremely skilled engineers, and Love was ultimately bestowed with an “honorary degree” by others on the team for the amount of civil and mechanical engineering knowledge she accumulated during the project. The team’s work and Love’s advice to the business were critical in favorably resolving the matter.

On the back of that success, Love worked on Chevron’s challenge of the Measure Z initiative, which sought to ban underground injection and new well development in Monterey County, California, where Chevron operates its San Ardo field. Love led the team through the trial, where Chevon prevailed.

Love now manages a team of ten who handle litigation and investigative matters impacting Chevron North America Exploration and Production and certain corporate service companies. The lawyer says her team’s success is now her success, and a large part of her job is helping them reach their potential. As a manager, Love focuses on getting the work done well, providing immediate feedback, and streamlining processes and workflows to be more efficient.

Love’s own success is important to her because of how hard her parents worked on her behalf. Love’s German American mother was a schoolteacher, and her Lebanese immigrant father was an engineer; their self-started export company was a beneficiary of Love’s early accounting work. As a seven-year-old rechecking the company books with her siblings, Love discovered a $5,000 accounting error. “I just remember being paraded around the house,” Love says. “I just really want to make them proud of me, even today.”

Now with two boys of her own, Love says she’s trying to raise her boys the same way that her parents raised her, with character front and center. “I want them to work hard and strive to make their parents proud,” Love says. And while they may not be spotting any four-figure accounting errors, it’s likely that Love’s sons have realized the futility of arguing with their mom.

Feature

Taking a microscope to unique niches, specialties, regions, and regulations in the legal field and the high-profile lawyers who confidently and expertly navigate them

g o i n g

Modern Counsel speaks with eighteen women lawyers

P50 Kathleen Grillo, Donna Epps, Marcela Urrutia

Zamora, Gabrielle Kohlmeier Verizon

P62 Kirsten Hotchkiss

American Express

Global Business Travel

P58 Monique Elgin Abu Dhabi

National Oil Company

P62 Anita Hotchkiss Goldberg Segalla

P66 Pamela Richardson

American Water

P72 Anna Romberg

Anchor Integrity

furt

Courtesy of Abu Dhabi National Oil Company, Gus Morgan (Conoco Phillips)

P58

P78

who have carved leadership paths in a diverse array of areas,

P102 Kim Gerber Ryder

P106 Erin Abrams Via

P108 Stacy Feltham

BHP Petroleum

P113 Terri Smith

Zebra Technologies

P78 Suzana Blades ConocoPhillips

P84 Lisa Fleischer DLL

P88 Nancy Klembu s Domtar

P92 Tammy Brandt Dreamscape

P98 Tshneka Tate NASCAR

her

ranging from the technology sector to finance to the oil and gas industry

P88

P108

In Conversation

“Why Not

Lessoned from an early age in courage, persistence, and a focus on excellence, Public Storage’s Lily Hughes advocates for greater representation in law and mentoring the next generation of women leaders in conversation with Elif Negiz

Lily Hughes Former SVP, Chief Legal Officer, and Corporate Secretary, Public Storage

Sheri

Geoffreys

Me?”

Lily Hughes is an accomplished attorney working for Public Storage, an S&P 500 company. Because of Hughes’s unique and international perspective as a member of the Global Board of Directors for the Association of Corporate Counsel in addition to her commitment to women’s initiatives, Hughes has been selected to act as guest editor of Modern Counsel ’s women’s issue. Hughes shares Modern Counsel ’s excitement about the evolution of the in-house role with women at the forefront, leading and directing in-house legal teams at the highest rates in history. Throughout our feature section, Hughes provides her insights on the narratives of notable women in legal leadership and sheds light on what’s to come for the ever-evolving legal industry.

As a female immigrant from Hong Kong and an accomplished inhouse counsel, how have you navigated a profession in which your identity isn’t largely represented? My family won the lottery in 1974—the immigrant lottery, that is. My parents had great courage and foresight to leave everything and everyone behind for a bigger dream: better education for the next generation. Even though he did not speak English, my father had inner strength and work ethic second to none. In East Los Angles, my father repaired shoes by day and took three buses to another town to work as a busboy at

night. When the Los Angeles bus drivers and mechanics went on strike, my father walked and hitchhiked to and from work for many months in the evening.

My mother did piecemeal sewing work from home. My sister and I took the bus with my mother every weekend to downtown Los Angeles to pick up pieces of clothing to sew. We helped her put the pieces neatly together for her to sew and deliver back to the factory the following weekend. She received just a few pennies for each garment. But we were grateful to be in America and for any work available.

My father lost both his jobs, but my parents refused to go on welfare. Instead, my father hustled, selling my mother’s homemade curry pastries on the streets and from store to store. They were delicious, by the way.

Their courage and grit even in the midst of the worst of circumstances provided a solid foundation for my childhood. As the translator for my parents, who did not speak English, and being the first in my family to graduate from high school, college, and graduate school, I was forced to be responsible, mature, and a leader at an early age.

I am grateful for and learned much from my humble beginnings. I learned from my parents that adversity and difficulties in our personal and professional life are not stories of setbacks, but setups for opportunities to grow stronger and to help others do the same.

Persistence, hard work, focus on excellence, and most importantly, the grace and encouragement of many people along the way have brought me to where I am today professionally. I think it was incredibly important to my career and personal success that I faced the challenges I did.

What are the most prominent challenges women face in the legal profession today?

In January 2018, the ABA’s Commission on Women in the Profession found that our ranks have increased to 35 percent of all US lawyers. Forty-five percent of us are associates in law firms, but women equity partners are still only 19 percent of all partners across the US. There are some encouraging numbers—federal and state judgeships have moved up to 27 percent women, and women are general counsel in 28 percent of Fortune 500 companies. But we are 49 percent of law school students today, so we still have quite a long way to go.

In Conversation

Our focus and challenge going forward is not just continuing to increase the number of women in the legal profession in positions of power and influence. We must be paid the same for the same work and for the same titles as men.

In a comprehensive in-house compensation study published in July 2018 by the Association of Corporate Counsel (ACC), a global legal association representing more than 43,000 members in 85 countries, the compensation gap between men and women remains significant at the highest levels of law department leadership today.

The median total for women chief legal officers and general counsel is 78 percent of the median total compensation earned by men holding the same titles.

And it’s more glaring for men and women of color in terms of racial and gender bias and pay.

I urge you to read a significant report with important statistics published jointly by the Minority Corporate Counsel Association and the ABA’s Commission on Women in the Profession called “You Can’t Change What You Can’t See.” Fifty-eight percent of women attorneys of color and half of Caucasian women lawyers surveyed say they have been mistaken for administrative staff or janitors.

I believe we can change this.

Women in law firms and in the judiciary, you can help by increasing opportunities for and mentoring—the next generation of women leaders.

I am hopeful that we will work together to close the gaps in pay and end gender and racial bias in our lifetime.

An open letter was recently signed by 170 corporate counsel urging law firms to embrace diversity in the workplace. What is your perspective on the landscape of diversity in this profession?

All of us who are in-house counsel have the opportunity to help women in law firms. We can make the effort to seek women to do more of our outside counsel work and make sure they get internal credit for it. We know that there are smart, capable women lawyers in firms, and if we need further incentive, studies have shown that their rates are lower even in the same firms.

As women general counsel, we have the inside track. We should use our influence to open up more opportunities for women to be considered for positions of power and influence in the legal departments, in C-suites, and in the board room.

A key differentiator of being in-house counsel is balancing legal obligation with business objectives. Who has been a core influence on your approach to successfully maintaining this balance?

We have to be curious and open to continuous learning. We must be business partners who happen to have legal expertise. We must extend ourselves and have a broad, deep understanding and passion to build a successful business. We cannot just stay within our siloed legal lane.

During this process, which requires building strong relationship-building skills across functions, as women lawyers, we have to walk a fine line of not appearing too strong and not appearing too weak. We all know it’s not fair, but we can’t fix that tonight. But we can work on ourselves so we can feel greater personal strength, and we can help each other do that. Increasing our self-confidence helps us to be more open, less threatened, and less threatening in stressful situations.

In 2013, the Harvard Business Review addressed that question in an article called “Connect, Then Lead.” The article’s authors include Amy Cuddy, a Harvard social psychologist whom many of you know from her 2012 famous TED talk on power poses and as a bestselling author.

A growing body of research suggests that the best way to influence—and to lead—is to begin with warmth. When we feel confident and calm, we project authenticity and warmth. We are going to connect better with people, and our ability to influence increases significantly. Warmth is like WD-40. It smooths relationships and softens hearts. It leads to trust. When we connect first, with warmth, we generate greater trust, which gives us a better opportunity to help influence attitudes

and beliefs because people are more open to hearing our message.

Let’s be frank: this is not what most of us do, especially as women lawyers. Instead of focusing on connecting with people first, we work hard to demonstrate we are strong and competent first. We work the longest hours. We are the first to tackle a challenge. Our natural inclination is to focus on showing our competence and strength first, even though research shows that first thing we look for in others is whether the other person is trustworthy. So remember: to have greater influence, first Connect, then Lead.

There’s talk of an “exodus” of women leaving firms to move in-house for a variety of reasons, including work-life balance, having a proactive role in business decisions, and working in a dynamic team setting. Working as a woman in a male-dominated field comes with its learning curves. What have been the most notable challenges you’ve had to overcome as you transitioned in-house?

The biggest lesson I have learned is to have faith that the most difficult challenge I was facing might feel insurmountable in the moment, but it, too, shall pass. I have learned to have the right perspective, asking myself if what I am worrying about will matter next week, next month, next year? I make sure I have the right resources to help guide me. I have also learned to proactively choose joy in the midst of challenges. I may not be able to change a difficult circumstance or problem, but I can choose my attitude toward it, which is to be positive, optimistic, and confident that I have the strength and courage to get through any difficulty.

In a recent keynote speech, you identify “Why not me?” as a phrase of encouragement for not only yourself but other women in the legal community. Can you share an experience of yours where this phrase supported your decision making and ultimately helped you in overcoming adversity?

It’s a question that I have found to be inspirational to me. So much so that I have it on my iPhone and I pull it out every now and then when I need to be encouraged. “Why not me?” These three words ignited a fire in my belly in my journey to be general counsel. My journey has taken me from a tiny room behind a shoe store in Kowloon City to being the chief legal officer of a public company with a market cap of more than $38 billion. It took years of courage to remind myself that the child of a shoemaker could be who I am today.

I urge us all to ask ourselves the critical questions. Why not me when it comes making partner? Equity partner? Managing partner? Why not me when it comes to equal pay? Why not me when

it comes to getting the best assignments? Why not me when it comes to being the chief? Chief justice, chief legal officer, chief executive officer? Chairman of the Board? Speaker of the House. Senate Leader. President.

As we move into the next decade, how do you foresee the future for women in corporate law evolving?

I am very hopeful that we will have increased positions of power and influence in the legal profession, and most importantly, are paid the same as men doing the same work.

Mathematician Edward Lorenz talked about the “butterfly effect”—a simple idea that explains how chaos theory works. Suppose that, in Brazil, a butterfly flaps its wings. As it flaps its wings, it shifts tiny amounts of air near it, causing a domino effect that eventually leads to tornadoes popping up in Texas. It is a good picture for us to keep in mind that the small changes we each can make happen will give rise collectively to a big tidal wave of change.

If we each give more time to help others, even when we do not think we have the time, it will be the critical difference.

When we choose to help others, I promise you, there will be others who you could not imagine will choose to help you, and it will happen in the most unexpected and extraordinary ways. So give more time to help others—you will never regret it.

Additional reporting by Caitlin McManus and Kelly Stapleton.

Editor’s Note: At time of press, Lily Hughes was no longer at Public Storage.

Guest Editor Lily Hughes

all toget

Marcela Urrutia Zamora, and Kathleen Grillo are on a mission

Donna Epps, Gabrielle Kohlmeier,

her now

to support diverse telecom and tech employees

By Arianna Stern and Hana Yoo

• Photos by Cass Davis

When they meet at the negotiating table,

legal teams act as representatives of their companies’ interests. There is reason to believe those interests are more diverse now than ever before, with many industries reaching audiences of unprecedented size and variety. But the question of whether the companies themselves are keeping pace with this diversity remains a complicated one.

Gabrielle Kohlmeier recalls a time when her team at Verizon met with the legal department from a different telecom company. Representing her company were two Asian women, a Latino man, and two white women (including herself).

On the other side of the table “sat a row of white men. And the contrast was very, very stark,” says Kohlmeier, associate general counsel of antitrust and strategic projects at Verizon Communications. Although that meeting showed her that progress still needs to be made toward diversity in the telecommunications industry, she left with a renewed appreciation for the diversity of backgrounds and perspectives of her own team—and company.

Kohlmeier joins colleague Kathleen Grillo, senior vice president of public policy and government affairs, in viewing Verizon’s commitment to diversity as exceptional in the historically whiteand male-dominated telecommunications and tech industries. Grillo notes that 60 percent of Verizon’s workforce are diverse (women, minorities, and LGBTQ). Importantly, the company’s push toward diversity has reached the uppermost levels of the corporate structure. Out of the twelve members of Verizon’s board of directors, seven are women, people of color, or both, marking the board as one of the most diverse in the United States. This context helps Kohlmeier and Grillo— as well as their fellow legal leaders Donna Epps,

vice president of public policy and strategic alliances, and Marcela Urrutia Zamora, vice president of federal government relations—carry out continued efforts to promote diversity and inclusion internally and externally.

“I had the benefit of coming up in a group at my former law firm that was women dominated and now at Verizon continue to be surrounded by bold women leaders,” Kohlmeier says. “I benefit a lot from that—seeing strong women and having a lot of women role models, including my mom (and feminist dad), throughout my life.”

Internal Initiatives

As part of their D&I efforts, Kohlmeier and Grillo create events where diverse Verizon employees can marshal inspiration and support. Their “wolf pack” summit, a female-focused event sponsored by Grillo in October 2018, serves as a recent example. The event took inspiration from athlete Abby Wambach’s commencement address at Barnard College, focusing on the theme of team membership and leading yourself and others regardless of your position. Speakers at the event emphasized that fellow employees and company leaders are committed to helping women in the workforce achieve success—however they choose to define it. Reports from attendees have been enthusiastic and positive: one employee recounted walking away with a new understanding of how she had to be “upfront and candid” about what she wants from her career.

One of Epps’s favorite Verizon programs during her tenure at the company was a three-day training session that brought together high-performing women from all over the company to help propel

participants to the next level of management. From body language to crafting a compelling presentation, from speaking up in meetings to dealing with bias from coworkers, the program encompassed a thoughtful, wide-ranging series of training and mentorship sessions. “That was a great investment in female talent and really showed a

commitment to building a robust pipeline,” Epps says. “Many of the people who were in that class with me are now our senior managers.”

For Kohlmeier and Grillo, helping employees leverage their potential helps the bottom line. They foster diversity and inclusion efforts because it’s the right thing to do, but it also

The team at Verizon: L-R: Marcela Urrutia Zamora, Donna Epps, Gabrielle Kohlmeier, Kathleen Grillo. Makeup by Own Your Wonder, a woman-owned-and-operated business.

has improved their work product. Working on a diverse team helps them understand Verizon’s diverse customers and arrive at more creative, advantageous legal solutions.

“You need a variety of viewpoints, diversity of race, diversity of gender, and diversity of sexual orientation around the table for your decisions to really make a difference in people’s lives,” Grillo says. Lawyers from diverse backgrounds will identify different types of evidence, data sets, and ways to analyze both—which leads to more legal successes that help the clients.

“We can’t afford to leave any talent untapped,” Epps says. “We perform better in the marketplace when we have that diversity.”

Verizon’s emphasis on diversity sets the pace for a rapidly changing industry—but on a more personal note, it gets Kohlmeier, Grillo, Epps, and Urrutia Zamora excited to come to work every day.

“I’ve been blown away by the opportunities to really lean into my passion for supporting women and supporting diversity,” Kohlmeier says.

Community Involvement

The company’s commitment to inclusion reaches well beyond Verizon’s offices. In the DC area, for example, the company sponsors a day focused on STEM presentations and activities for Girl Scouts, a program in which Kohlmeier participates, to imbue middle school girls with a love of technology and leadership skills. Kohlmeier also volunteers at the company’s Verizon Innovation Learning Labs, giving kids hands-on technology lessons on everything from programming 3D printers to designing holograms to coding. Likewise, Urrutia Zamora cites the pro bono work she does with Ayuda, which provides legal assistance to immigrants who are victims of domestic violence and sexual trafficking, as some of the “most satisfying work” she does. “It keeps me grounded and gives me an enormous amount of gratitude,” she says. “It reminds me of some of the challenges that communities are facing” when she is “hearing people’s voices directly.”

“The goal is to highlight the power of women supporting each other.”

Gabrielle Kohlmeier

Donna Epps oversees Verizon’s federal public policy efforts. The legislative action and justice work she runs at Verizon spans a wide range of areas. For instance, in 2013, Verizon publicly voiced support for a bipartisan bill for comprehensive immigration reform. The company has similarly expressed support for the Deferred Action for Childhood Arrivals (DACA) program, which allows Dreamers, undocumented immigrants who came to the United States as minors, to stay in the country without fear of deportation. Another issue that “we’re just beginning to really speak out on” is criminal justice reform. For example, Verizon publicly backed the First Step Act, a broad criminal justice reform bill for nonviolent offenders in the federal criminal justice system that ultimately passed in both the House and the Senate.

Verizon’s deep-rooted dedication to diversity and inclusion was what drew Marcela Urrutia Zamora to the company. Prior to joining Verizon, Urrutia Zamora held several roles in the realm of public policy and civil rights. These positions included serving as a senior health policy analyst at UnidosUS, a Latino advocacy organization, and senior policy adviser for Hispanic affairs to Harry Reid, then the Senate Majority Leader and a Democratic senator from Nevada. “Something that I’m very passionate about is connecting with younger women,” Urrutia Zamora says. She strives to convey to her mentees “the importance of having people of color and women in corporate America, too, including people who have very strong feelings about social justice.”

Although diversity has always been part of Gabrielle Kohlmeier ’s ethos, she “didn’t appreciate the nuances of gender and racial bias until much more recently,” when she immersed herself in “the societal and business case for meaningful diversity.” Through mentoring, reading widely, volunteering, and actively involving herself with many organizations and initiatives, she has met “twelve-year-old Girl Scouts talking about how they plan to achieve their goals of becoming mechanical engineers, a civil engineer who designs construction gear for women in her spare time, women working on the ethics of artificial intelligence, trailblazers in the legal profession, and the list goes on and on.” She says, “Diversity to me opens the door to a universe of possibilities previously unknown, and creates richer, more durable, and more effective conversations, innovations, and problem-solving—whether in business, law, or socially.”

Senior Vice President, Public Policy and Government Affairs Kathleen Grillo says, “I lead a large organization and I see every day how diversity improves our decision making, leads to better outcomes for our customers, and makes the team function … As a leader, I feel like my job is to elicit the best from every employee every day, and the way to do that is to build an inclusive environment where everyone is seen and heard and has an opportunity to shine.” Grillo also notes that “Verizon doesn’t shy away from taking public positions that mirror our corporate values.” For example, the company recently supported the Equality Act, which would extend existing federal nondiscrimination laws on race and religion to sexual orientation and gender identity. This strong stance elicited a positive response from the organization and the larger employee base.

Epps says Verizon is also working deliberately and strategically to increase diversity in the historically homogenous legal and advertising/ public relations professions. By participating in the Engaged Excellence program as well as demanding and closely tracking diversity statistics, Verizon pushes the law firms it partners with to staff legal matters with diverse attorneys. Moreover, Verizon keeps these firms accountable through these metrics, tracking the number of diverse attorneys they use and how they handle billing.

Verizon also recognized that for many would-be marketing, advertising, and PR professionals, the low starting salaries and jobs locations in areas with high costs of living presented significant obstacles. To help solve for this problem, the company has created a program called Ad Fellows, which provides funding for diverse students and young people to facilitate their entry into major advertising and PR agencies.

Starting in 2019, Kohlmeier and Grillo kicked off a five-part series of panels and workshops called “Women in Telecom and Tech” in coordination with Ellevate, a women’s professional organization. Hailing from male-oriented tech spaces, the events’ attendees benefit from an environment where they can not only receive career advice and inspiration but also form communities and tap into professional resources.

“The goal is to highlight the power of women supporting each other,” says Kohlmeier. “Women doubt themselves too often, and wonder, ‘Am I good enough?’ Diversity efforts like Women in Telecom and Tech shore up women’s confidence and help unlock their full potential—and perpetuate a virtuous cycle to increase the number of women at all levels.”

Cultivating frank conversations about what it’s like to be a woman in tech is a vital step to bringing gender equity to the tech space, Urrutia Zamora says. “To have a woman leading your shop,” she says, “who actively seeks to empower women—to have women at the table, to problem solve and make women stronger—is amazing.”

60% of Verizon’s workforce are members of underrepresented groups

For Epps, it is of utmost importance that the doors to opportunity remain open for everyone, with a clear-eyed focus on continued progress. Reflecting on her own family history, Epps recalls how her grandfather spent his entire life as a sharecropper, working on someone else’s land in South Carolina. “I think about how few opportunities he had,” she says. Two generations later, Epps has made the most of opportunities denied to so many in generations past—and she wants the same for others, today and in the future.

“I want to make sure we don’t regress to a time that my grandfather lived in, where he really wasn’t allowed to use the full breadth of his gifts and talents,” she says. “We always have to be vigilant and guard against thinking and ideas that could take us back there.”

Kelley Drye & Warren LLP: “We appreciate working with Kathy and Gabrielle and their team of diverse professionals, and applaud them for their efforts to create an inclusive environment that fosters originality and innovation.”

—Alysa

Hutnik and Dana Rosenfeld, Partners.

We are proud to honor

and

for their outstanding accomplishments and contributions to Verizon.

We applaud Verizon’s groundbreaking accomplishments and its well-deserved recognition and pro le in Modern Counsel. We are honored to continue our relationship in supporting the company’s vision and achievements.

A Different Center of the World

ADNOC’s Monique Elgin

on the company’s bold approach to inclusion in the Middle East

By Billy Yost

“There are an extraordinary number of talented professionals who have already led the charge in establishing and embedding the corporate ethics and compliance practice across Europe and the US,” says Monique Elgin. “Here, there’s a new chance to lead from the front and drive a different kind of change.” As head of group ethics and compliance for Abu Dhabi National Oil Company (ADNOC), Elgin, a New Zealander, oversees her compliance team in the heart of the United Arab Emirates.

Elgin says she has leveraged her landmark role as a way to draw attention and scope to the growing demand for corporate ethics and compliance in the region and have a singular impact. And while acknowledging the relative uniqueness of her situation, she is bent on helping break down outside preconceptions of the Middle East, as ADNOC uses its extensive presence to set a progressive tone in a region undergoing enormous change.

Monique Elgin Head of Group Ethics & Compliance , Abu Dhabi National Oil Company

Elgin’s initial impetus for relocating to the UAE was simple. After moving from private practice to banking roles at Lloyds Banking Group and Investec, it was time for a new challenge. “Working in banking in London really felt like operating in the center of the world . . . don’t tell anyone in New York that,” Elgin laughs. “But I had the chance to see the world from a different angle and experience world events through a different lens. Going into the energy industry in the Middle East is a great way to be in the center of the world again—just a different center.”

Working to find an easy equilibrium would be challenging for anyone in this kind of role, Elgin says. “There’s no way to meaningfully deliver an in-house legal or compliance role without having a genuine sense of enjoyment for new and unique challenges, and those challenges can sometimes erupt out of nowhere,” Elgin laughs. “That doesn’t suit everyone, and that’s fine.”

Elgin says she learned early on that for in-house counsel, building strong relationships internally is the key differentiator in being able to effectively tackle such a variety of issues, and that when it comes to disagreements, being right isn’t as important as hearing others and being heard. Working in the energy industry requires the same skills while offering a new series of mountains to climb.

Some of those challenges, Elgin says, are the very reason she found the prospect alluring. “In the energy industry worldwide, women represent approximately 22 percent of the workforce; in the Middle East, that drops to about 5 percent,” Elgin says. “That means you will frequently be the only woman in a senior meeting, but it also crystalizes the kind of opportunity it presents both for you and for your company to present and receive a unique perspective.” Elgin says the palpable and impactful change she’s able to deliver is worth any additional effort required to work across cultural and gender-based borders.

“Yes, from a cultural standpoint, there are additional considerations to accommodate in the Middle East, which may not occur elsewhere,” Elgin says. “But various movements and perspectives around the world have made it clear that unspoken and unacknowledged bias and misuse of power are issues that even the best organizations may find themselves struggling

“I was asked to deliver a trailblazing role by a company in ways that run contrary to many people’s established preconceptions.”

with—wherever their workforce lies.” The key, Elgin says, is having the courage, as a company, to explicitly acknowledge that challenges—and possibilities—exist, and then start to meaningfully address them, which ideally includes buy-in at all levels of an organization.

Elgin says part of her confidence is derived from ADNOC’s commitment to grow and support the progression of women into senior leadership roles throughout the organization. The company announced in 2016 that it would appoint two female CEOS within its group by 2020, and it achieved this goal by 2018. “This company sits as the fulcrum of the community here, and, as a result, it has the potential to drive real changes in corporate culture,” Elgin says. “Meeting ambitions like that resonates not only among the community but throughout the country.” As the twelfth largest oil producer in the world, the company recognizes it has a rare responsibility to lead from the front.

In striving to support greater inclusion and progression of women in the workplace, including senior leadership roles, Elgin says that the UAE is helping lead a progressive culture shift that has the capacity to affect the entire region. “I was asked to deliver a trailblazing role by a company in ways that run contrary to many people’s established preconceptions,” Elgin says. “I think that needs to be acknowledged.”

Elgin says building a new function from the ground up with a team of talented individuals across the group is the accomplishment of which she is most proud. “Being a visible woman in a leadership role gives me the opportunity to work with others who share the same challenges and opportunities,” she says, “as well as with those who are looking for unique challenges and support networks in order to progress.” Though it’s a new perspective for Elgin, she says it is a responsibility and a privilege she values enormously.

In the UAE, 2019 has been designated the year of tolerance, and that message of inclusiveness resonates with Elgin. Following the terror attacks in New Zealand earlier this year, Elgin says the compassion and sympathy shown by her colleagues and neighbors—most of whom share the same faith as many of the victims—had a profound impact on her. “The wholehearted expression of support from the UAE to New Zealand was poignant in a time of such tragedy,” Elgin says.

That prospect of even greater openness and empathy is what Elgin says she chooses to focus on when looking to the future. “I feel privileged to have the opportunity to confound some stereotypes about the working life I currently lead,” Elgin says. “What you see in my day-to-day is not what you see on the news.”

Shearman & Sterling is a global elite law firm that provides legal and industry insight to major corporations, financial institutions, emerging growth companies, governments and state-owned enterprises across the world. We help clients navigate the challenges of today and achieve their future ambitions. We have a long standing presence in the middle east and have proudly been in Abu Dhabi since 1975.

A Family Linked by Ambition

Mother-daughter duo Anita and Kirsten Hotchkiss break the status quo as women in law, each with a unique journey of resilience and self-discovery

By KC Esper

Marc Murphy

Anita Hotchkiss Partner, Goldberg Segalla

Early in Anita Hotchkiss’s law career, she was assigned to tackle a particularly grisly case. At a nearby plant that specialized in manufacturing industrial cleaning appliances, an employee got his arm stuck in a massive washing machine, maiming the limb and resulting in a lawsuit. Anita arrived at the scene to take photos and get to the bottom of what happened. Unbeknownst to her, her work was being watched by a skeptical eye.

Shortly after she returned to the office, Anita’s senior partner received a phone call from the client: “How dare you send a secretary to do this job!” he barked.

Anita, head held high, chose not to react with quite the same bite. She was no stranger to the perception that women “don’t belong” in the law field. In jest, her partners offered a modification to her wardrobe: a bright yellow button that read, I AM A LAWYER.

For Anita and many other determined women in the seventies, the idea that a woman could not do a “man’s job” only fueled her fire. Her choice to

Kirsten Hotchkiss VP of Global Employee Relations & Employment Counsel, American Express Global Business Travel

become a lawyer was not swayed by the hundreds of hypermasculine skeptics but rather her love for learning, bettering people’s lives, and finding solutions to complex problems. Much like Anita, her daughter, Kirsten, was captivated by the idea that she could walk into bizarre situations and be the person in charge of solving each problem. But before committing to a law career, neither woman considered entering the field an option. Anita was a single stay-at-home mother with two young daughters and a part-time position as a librarian. Law school wasn’t in the cards until she was put in a position that forced her to provide entirely for herself and her family. Kirsten was an ambitious student with an original trajectory in journalism and an ongoing resistance toward law, due to her outdated childhood belief that a mother is supposed to stay home. Once the decision was made, however, something just clicked.

“I had to take care of the children, make sure they were provided for. I had a family,” Anita explains. “When I decided to go to law school, I wasn’t sure if I

“When I decided to go to law school, I wasn’t sure if I was doing the right thing, but I went ahead and did it anyway.”

Anita Hotchkiss

was doing the right thing, but I went ahead and did it anyway. After the first class, I said, ‘Oh, boy, I should have been here all along.’”

“I didn’t have the same ‘aha moment’ as Mom,” Kirsten laughs. “It wasn’t until my second year, in my labor relations class, that I noticed the case studies really piqued my interest. I realized what kinds of unusual cases I could be dealing with every day, and that’s what got me really into it.”

Since committing to law, Anita and Kirsten have customized their practices to make an impact in their respective fields. Anita is a trial lawyer in private practice, a partner with Goldberg Segalla. She represents pharmaceutical companies and deals with mass tort product liability and medical malpractice cases. Kirsten works in-house for American Express Global Business Travel as the vice president of global employee relations and employment counsel. While her mother works with several clients, Kirsten works for one company, investigating employee complaints and adjusting practices to avoid future issues. Not only does the type of work for each woman differ, but their journeys also differ greatly.

Starting law school about ten years after her mother, Kirsten discovered that there was now an influx of women entering the field—her class was about 30 percent female—as well as several doors open to her after graduation. She recalls a time when simply wearing a pantsuit inside the courthouse was considered bold and progressive. Now, while the glass ceiling “still has to be broken,” women are thought of as valuable, resourceful entities in law. Anita has found through many cases that being a woman engenders a sense of approachability for jurors and witnesses. People feel more inclined to talk to someone they don’t feel threatened by—a mother, a daughter.

For both Anita and Kirsten, the fight for women’s rights never ends. Throughout the years, they have noticed incredible change, and they strive to continue learning, growing, and mentoring women everywhere. In short, they’re role models. Kirsten, with a compassionate eye, has guided numerous employees through workplace challenges with the goal of “rehabilitating employees” to restore harmony in the workplace. Anita, who never plans on slowing down, has just earned another bachelor’s degree in art history and

“I realized what kinds of unusual cases I

dealing with every day, and that’s what

Kirsten Hotchkiss

Italian—a project she undertook just to “give her brain some extra TLC.” She’ll be continuing on to graduate school in the fall.

The successes of Anita and Kirsten showcase the ability of women as multitaskers, autonomous leaders, and paragons of change. Since Kirsten’s time, the percentage of women finishing law school has increased to about half the average graduating class. Soon, there will be an abundance of women in law, never needing to brandish the yellow “I AM A LAWYER” badge again.

Meyner and Landis LLP: “Kirsten is bright, delightful, and extremely well versed in all areas of employment law. Her level of experience, strategic thinking, and pragmatic approach make her a leader in her field. We have been most fortunate to be able to partner with Kirsten.” —Anthony F. Siliato, Partner

American

Years of experience in labor and employment law helped Pamela Richardson land her dream job at American Water

By Bridgett Novak

Local Com

Pamela Richardson has been working since she was thirteen. “Whether it was waitressing or delivering newspapers, my parents raised me to work hard and be an independent woman,” she says. When asked to recall early career dreams, she says she and her parents, who were both social workers, thought the legal profession appeared interesting and exciting on TV, “but it seemed totally out of reach.”

She decided to get a BA in communications. After two years in advertising, she applied to law school, earning a merit scholarship after her first year. Staying true to her upbringing, she worked during her last year of law school—at the International Union of Electronic, Electrical, Salaried, Machine and Furniture Workers/ Communications Workers of America (IUE-CWA). She also interned at the

Water Supports munities

Equal Employment Opportunity Commission (EEOC).

“I was interested in labor and employment (L&E) law from the very beginning,” she says, “and especially enjoyed my classes in labor law, OSHA, and employment discrimination. The latter was taught by one of Martin Luther King Jr.’s attorneys.”

After graduation, Richardson went to work in the New York City Law Depart-

ment. “I like public service and wanted to be able to actually litigate L&E cases,” she says. “I took depositions, argued cases in court, and got hands-on immersion into the practice of law. I wouldn’t have had those opportunities as quickly if I had started out in a law firm.”

After three years, she joined the DC office of Patton Boggs (now Squire Patton Boggs). “I was able to tap into other skills there, like counseling clients

and helping resolve issues before they got to the litigation stage,” she explains.

Over the next ten years, she held a number of positions in prestigious law firms and the government, including the Department of Homeland Security and the Pension Benefit Guaranty Corporation, but she wanted to be more directly involved in establishing L&E policies, which she says is best done at the company level. She also wanted to spend more time with her family and be close to good medical facilities for one of her children. That was when she heard about an in-house position at American Water, the nation’s largest publicly traded water and wastewater utility company, located just seven miles from her house and close to Children’s Hospital in Philadelphia. She joined the company as director of labor and employment law in 2016.

“This is the best career decision I’ve ever made,” Richardson says. “I am involved in a lot of different things— ERISA, immigration, executive compensation—instead of being siloed and isolated in a particular niche.”

American Water’s locally managed utility subsidiaries have to comply with various state regulations and seventy-three different collective bargaining agreements, which Richardson must learn so she can ensure policies are in compliance for the company’s 7,100 employees. She has also learned more about the company’s business operations through her work on a team that responds to state rate increases.

In addition, Richardson plays a major role in the company’s diversity programs, which is one of her passions. “We focus on inclusion and diversity and work hard to widen our recruitment sources so we can find the best people,” she says.

American Water

Charitable Foundation

American Water established the American Water Charitable Foundation in 2012 to help support the communities where the company and its employees live and work.

Since its founding, the Foundation has donated more than $3 million in grants and matching gifts, including:

$2.5 million to the National Recreation and Park Association (NRPA) to establish the “Building Better Communities” program, which funds local park development, preserves natural resources, and teaches environmental stewardship. Between 2014 and 2018, twelve projects were funded nationwide. For example, the city of Peoria, Illinois, received a $150,000 grant to build GreenSplash, a public park, near Harrison Primary School.

$175k

to enable Union Sportsmen’s Alliance (USA) members and American Water employees to spend time and skills improving water-based recreational venues, enhancing the environmental sustainability of recreational areas, and contributing to water-related conservation projects. Completed projects include improving kayak and canoe trails, boat ramps, and Americans with Disabilities Act (ADA)–compliant fishing piers.

$70k to the American Red Cross to help people impacted by hurricanes in Texas, Louisiana, Florida, and Puerto Rico.

$126k in community safety grants , including donations to fire departments across the country to purchase firefighting and lifesaving equipment.

Pamela Richardson VP and Chief Labor & Employment Counsel, American Water

from the guest editor

Pamela’s grit—hard work, persistence, and resilience—is commendable. Her continued focus on inclusion and diversity is a timely reminder that each of us can make a remarkable difference in our companies and communities. She is an excellent role model for women lawyers who want to change the world!

— Lily Hughes

The approach is apparently working. American Water’s CEO, CFO, SVP of HR, and controller are all women. Of the company’s seventeen subsidiaries’ presidents, at least five are women. “Our female executives have been very successful, which has emphasized and illustrated what women can do, especially since this is traditionally a male-dominated industry,” Richardson says. It has also landed the company on the Bloomberg 2019 Gender Equality Index.

To help fill the pipeline and give promising law students greater opportunities, the company participates in the Diversity Corporate Summer Internship Program, sponsored by the Greater Philadelphia chapter of the Association of Corporate Counsel (ACC). “We recently moved our headquarters from Voorhees to Camden, New Jersey, which has put us closer to Rutgers University Law School and Philadelphia’s public transit lines,” Richardson notes. “We look forward to giving these students real-world experience in corporate law.”

The Camden move has also prompted an outpouring of philanthropy, including the donation of more than $5 million to local projects and organizations over the past six years. “We gave $1 million to rehabilitate homes and improve flood prevention in east Camden and have made major contributions to the local schools,” Richardson says. The company also supports Lucy Outreach, which offers services to low-income teenagers and young adults throughout Camden County. “Since 2008, the children who have participated have had a 100 percent high school graduation rate, and 94 percent have gone on to college,” Richardson says.

“It’s great to be part of a company that is truly dedicated and committed when it comes to lifting others up and supporting worthwhile causes, and whose mission is to provide one of our most essential needs: clean, safe water,” Richardson says.

Babst Calland:

“We have had the privilege to work with Pam Richardson on labor and employment matters. Pam displays a thoughtful approach to litigation that balances the needs of the business with an appropriate and cost-effective strategy from outside counsel to successfully litigate a matter to conclusion. She confronts adversity with aplomb and provides critical insight to both outside counsel and business leaders that ensures a successful resolution to issues. Pam Richardson is a pleasure to work with, and we are proud to call her and all the great people at American Water our client.”

—Mychal Sommer Schulz, Esq., Shareholder

Drinker Biddle & Reath LLP:

“I’ve worked with many in-house lawyers over the years, and Pam truly stands out. She is strategic, practical, and completely dedicated to achieving the company’s goals. As if that weren’t enough, Pam is also an absolute pleasure to work for.”

—Mark Foley, Partner

“Whether it was waitressing or delivering newspapers, my parents raised me to work hard and be an independent woman.”

Drinker Biddle salutes the attorneys honored in this special edition of Modern Counsel, including our esteemed client and colleague, American Water’s Vice President & Chief Labor and Employment Counsel, Pam Richardson. We share the commitment of American Water and other enlightened organizations to recruiting, empowering and promoting women attorneys.

Lina Enlund

Anna Romberg Compliance & Investigation Expert, Founder and CEO, Anchor Integrity

The Art of Doing Right

Compliance

expert Anna Romberg

discusses a few of the major dos and don’ts of her field

By Kelli Lawrence

Anna Romberg was about eight years into her career in

the audit and finance field when an opportunity to switch to the world of ethics and compliance ended up taking her on “the ride of her life.”

She was employed at the time by Stockholm, Sweden–based Telia Company, and new management looked to her to manage the business’s anticorruption and bribery program in the fall of 2013. The company was in turmoil after an investigative TV show had revealed severe shortcomings within its Eurasian business operations, and it was heavily ramping up its ethics and compliance efforts. Romberg saw it as an offer too good to pass up, and after some months into the new role, Telia received an unexpected letter from the Securities and Exchange Commission and the US Department of Justice. From March 2014 onward, Romberg found herself dealing with charges stemming from violations of the Foreign Corrupt Practices Act that would ultimately cost Telia $965 million in a global settlement.

“The cleanup and compliance work we had done to that point became even more valuable, and even if we thought that we could not intensify the work more, we had to find a new gear for the speed of implementation,” Romberg recalls with a laugh. “It was a rocky road; I learned compliance the hard way.”

But learning the hard way also armed her with highly sought-after skills. She left Telia in 2016 and became chief ethics and compliance officer for Helsinki, Finland–based Cargotec. She has since dealt with compliance matters, complex investigations, M&A transactions, and cleanup work in several industries worldwide, and she now runs her own consulting practice. Below, she delineates the biggest concerns she sees ethics and compliance professionals facing as they try to keep the companies they represent out of trouble.

Getting Upper Management Involved Early

Something Romberg took great pride in during her work at Cargotec was how she, together with the CEO and his executive management team, was able to build a consistent approach toward ethics and compliance. It happened by way of incorporating a “code of conduct panel” at the beginning of each monthly executive board meeting.

The panel, chaired by the vice president of ethics and compliance, helped foster transparent discussions around current compliance matters, disciplinary and remedial actions, and escalation items, and it helped board members ask “the right” questions and assume accountability as needed. Having such a panel at the top of the meeting agenda was key for transforming Cargotec’s ethics and compliance work and demonstrated the “tone at the top.”

“Rather than bury the challenges and dilemmas, there’s an opportunity for real talk at a top executive level,” Romberg says, adding that it’s all too common to delegate the difficult decisions to the compliance team. “At Cargotec, we were not doing work-arounds; we were bringing leaders the problems early on and saying, ‘What do

we do?’ Because if we didn’t do that, how would they learn the right way forward?”

Developing Paths of Escalation

Compliance in global companies is often about finding ways of doing clean business in very challenging contexts, Romberg says. However, one cannot expect employees and managers who work overseas in difficult circumstances to automatically “do the right thing.” There need to be formalized escalation processes—that is, protocols for dealing with challenges if and when they ramp up—to enable the right conduct. “It’s very important to have a route to take the difficult decisions of compliance battles to another level,” Romberg says. “That way, it’s not about you being difficult; you’re just following procedure.”

Her external partners agree with her approach. “Strong ‘tone from the top’ is often associated primarily with C-suite messaging of compliance and ethics,” says Derek Patterson, a principal at Forensic Risk Alliance. “But we often see in monitorship and compliance assessments that it’s just as important for senior executives to support and engage with the identification of ‘red flags’ and compliance risks in the design and operation of day-to-day transaction approval processes. Anna has been tremendously effective in operationalizing this vital management buy-in.”

Resisting Shortsightedness

In many industries—particularly cyclical ones, according to Romberg—every deal made seems a necessary one, even if corners have to be cut to make it happen. But it’s critical to think long-term, Romberg cautions, with enough transparency and facts in hand to defend a business decision five to ten years down the road. Usually, bad decisions are made when you do not have all facts at hand, or when facts and circumstances are presented in a distorted way. “Previously, you could think short-term: ‘We do it here and now, and nobody will find out,’” Romberg says. “That’s not possible anymore. And to claim ignorance—‘I didn’t know’—is no longer viable. That used to be the defense, but nowadays that’s the offense. It’s your responsibility as a decision maker to know.”

Watching Out for the Gray Zone

Other times, there are less straightforward situations entailing business decisions that, while arguably legal, might still not be the right thing to do. Romberg says the role of the ethics and compliance team should be to provide management with a more holistic view of the facts in gray-zone situations, to ensure more informed decision making.

As an example, Romberg imagines a hypothetical deal involving a sales agent with a reputation for

“It’s very important to have a route to take the difficult decisions of compliance battles to another level.”

Expertise Spotlight

Forensic Risk Alliance (FRA) is an international consultancy that works with global corporations and their counsel to identify, analyze, and mitigate the risks associated with transactional compliance obligations, litigation, and investigations. The firm’s diverse team of experts are highly skilled financial, technological, and governance specialists who have firsthand experience in multijurisdictional investigations and enforcement matters. It deploys its multicompetency teams globally and delivers best-in-class services and tailored solutions for complex and highly sensitive matters, including the innovative use of data management and analytics to effectively address the needs of its clients.

FRA is regularly hired by law firms and corporations to provide expertise on some of the world’s largest compliance matters, and it is consistently recommended for its ability to go the extra mile during highstakes investigations.

The firm is one of only ten consultancies to be named in Global Investigations Review ’s list of the Top 100 Investigation Firms for 2016, 2017 and 2018, and the publication has also recognized FRA’s leadership team as “world-leading investigations specialists.” FRA has also been noted as “a consulting powerhouse that has been instructed on some of the most highprofile investigations of recent times.”

Lawyers who have worked on some of the biggest cases have commented that FRA stands out because “compared to its competitors, it’s more efficient, more creative, and more experienced.”

dishonest ways of doing business. The agent has not been convicted for bribery, is highly regarded by the sales team, and is committing to a contractual compliance clause. “That’s when we say, ‘OK, we could use this agent, pay him X amount in commissions, require detailed work reports, and assume that he won’t bribe anybody,’” she says. “But what if he does? Knowing the red flags, can we honestly say that we did everything possible to prevent it from happening? And do we accept the possible reputational harm from being associated with such a party?” Romberg and her team’s discussions with management help game out such concerns.

Sanctions have become a critical part of such discussions as well. Legally speaking, a non-US company may be able to sell to sanctioned territories—but it could taint business opportunities with, for example, the US government and pose a difficulty when applying for financing. “You may not be convicted in court, but you could lose a lot nonetheless,” Romberg says.

Remembering that History Matters

For Romberg, it’s critical to “know your legacy.” Sometimes it’s easy to think that things disappear when you end a contract or fire a manager. “You can say you’re done, and you move forward, but as a compliance litigator I have to say that’s not enough,” Romberg says. “We need to understand that even if the relationship has ended, the risks may remain. It may not be ongoing any more, but it could still expose us in the future.”

As a compliance professional, one often has to defend and build a case for why it is worth looking into the past. It’s a measure that, as Romberg knows all too well, can keep companies from experiencing what Telia experienced, paying fines for matters that began some ten years earlier.

Cravath Swaine & Moore LLP:

“Anna is an exceptional lawyer and compliance professional. She is practical, thoughtful, solutions driven, and understands compliance and compliance controls at an expert level. She is a pleasure to work with and an asset to any team she serves.”

—Rachel Skaistis, Partner

Development

are the Key to

Gus Morgan

Opportunities Success

ConocoPhillips’s Suzana Blades on international law, ICSID disputes, and seizing opportunity

By Billy Yost

Suzana Blades has seventeen years of legal experience; she turns forty later this year. “I always knew I wanted to be an international lawyer,” the associate general counsel of commercial litigation and arbitration at ConocoPhillips says. At seventeen, Blades entered law school at Universidade do Estado do Rio de Janeiro in Brazil and hasn’t looked back. Her extensive international litigation and arbitration experience has served her well at the Houston-based but globally present gas and oil conglomerate. Blades’s prowess in navigating International Centre for Settlement of Investment Disputes (ICSID) matters helped ConocoPhillips win two high-profile, long-fought arbitration battles with the governments of Ecuador and Venezuela. The lawyer says focusing on the needs of her team and pursuing opportunities to develop form the foundation of her success, and in turn, that of ConocoPhillips’s legal team. “Suzana is a uniquely skilled leader, giving her teams the resources and space to succeed,” says Sean Grimsley, a partner at Bartlit Beck. “She is also an

Expertise Spotlight

At Kuchler Polk Weiner, LLC (KPW), we are the “real deal.” We are trial lawyers and not simply litigators. We have trial-ready, female lead counsel able to handle any civil litigation matter, with practice areas including toxic tort, environmental, mass tort and class action, premise and product liability, commercial, employment, construction, and maritime personal injury. Our lawyers are admitted in Louisiana, Texas, Mississippi, and Arkansas and have practiced pro hac vice across the country.

KPW is a boutique civil litigation minority- and women-owned law firm with offices in New Orleans, Louisiana, and Houston, Texas. KPW is a certified Woman Business Enterprise (WBE) and is a member of the National Association of Minority and Women Owned Law Firms (NAMWOLF). We have thirty-two (32) lawyers, many of whom bear an AV Preeminent rating. Having been recognized as one of New Orleans’s Top Workplaces, we attract the best and the brightest.

At KPW, excellence, integrity, and an unrelenting desire to achieve success for clients are our guiding principles. Serving in roles as local, lead, regional, and national counsel, we bring extensive trial experience to the table and still strive to cost-effectively resolve cases through aggressive case assessment, savvy negotiations, and effective motion practice.

integral team member with an extraordinarily keen understanding of what resonates with arbitrators and decision makers.”

Blades came to ConocoPhillips after almost five years at firm Arnold & Porter in Washington DC—where she also earned her LLM in US law from Georgetown University—and a year negotiating oil and gas contracts at Hess Corporation in Houston. The Brazilian-born Blades says that amassing international experience was a priority as soon as she graduated. At Arnold & Porter, Blades gained experience doing international investment arbitrations before ICSID. ICSID is a World Bank organization that helps investors and states in the dispute resolution process. Blades’s international experience includes matters involving Algeria, China, Ecuador, Hungary, Panama, Peru, Senegal, the United Arab Emirates, and Venezuela.

It was the ICSID arbitrations involving Ecuador and Venezuela that helped her get a job at ConocoPhillips in 2011. The Ecuador case, stemming from a 2009 expropriation of assets in the country, was eventually arbitrated in ConocoPhillips’s favor for a net $360 million in 2017.

When Venezuela’s late Socialist leader Hugo Chavez expropriated oil assets in 2007, ConocoPhillips initiated ICSID proceedings that dragged on for twelve years. The World Bank eventually ruled in favor of ConocoPhillips early in 2019, awarding the company more than $8 billion.

As a member of the ligation team for both of those landmark rulings, Blades says that learning to navigate the cultural sensitivities of an international case has become somewhat second nature for her after working on a global basis for so long.

Following her promotion to her current role, Blades was tasked with taking over management of US commercial litigation along with international arbitration. With a team of seven under her, Blades and her team oversee climate change litigation, oil and gas royalty disputes, environmental disputes, and breach of contract issues. Blades also has placed significant focus on investment protection analysis, a relatively underdeveloped field that the lawyer believes ConocoPhillips is on the forefront of developing.

Blades says that taking over a team has been a learning experience and underlined the importance she places on people. “While my main goal is obviously to do the best for the company to be successful, I also need my team to be happy and feel valued,” Blades says. “I deeply care about them, and I challenge them to do the very best job they can.” Blades says she encourages her team to disagree with her and think creatively to come up with solutions. She hasn’t hesitated to ask her team for help in growing in her role. “Trust is a fundamental part of any relationship,” she says, “and I’m not going to pretend to know something that I don’t.” She says that if she doesn’t know something, she empowers her team to teach her. That

honesty, matched with a willingness to make tough decisions, Blades believes, help ensure her team’s success.

“Suzana is fierce,” says Deb Kuchler, founding partner at Kuchler Polk Weiner. “She brings to her work an unrelenting curiosity paired with strategic thinking, challenging the status quo. She doesn’t think outside the box. To Suzana there is no box.”

Blades says she hopes to pass on to her team and mentees that tenacity remains a vital component in career development. “I grew up in the suburbs of Rio de Janeiro in a lower-middle-class family that didn’t have much money, but my parents were very focused on education,” Blades says. After finishing first in her class during law school, Blades had to struggle to find scholarship money to enable her to study in the United States. “I had to knock on so many doors early on in my career,” Blades says. “Eventually, those doors open, but you have to seize the opportunity to walk inside.”

One of Blades’s law school professors helped her secure scholarships for additional schooling at New York University, and Blades says it’s a theme that has repeated her entire career. “I wouldn’t be here if I hadn’t had so many incredible women helping me,” Blades says. At nearly every major crossroad of her development, Blades says a strong woman has been there to help guide and inspire her. From law school to Repsol, the Spanish oil and gas company where Blades

Expertise Spotlight

Bartlit Beck is very proud of its longstanding partnership with Suzana Blades and ConocoPhillips.

Bartlit Beck has achieved an unparalleled record of courtroom victories in high-stakes, complex litigation since its founding in 1993. We owe that success in large part to the fact that, unlike most other firms that handle comparable matters, we are a firm of trial lawyers, not litigators.

Bartlit Beck’s teams are highly experienced, not just at the top but throughout the firm. In every year over the last decade, more than half of our lawyers have gone to trial. Each of our case teams is composed primarily of experienced partners, along with one or two associates, with hands-on control over the strategy and development of the case. Every team member is engaged to provide maximum value to the firm’s clients. Although not every case goes to trial, clients obtain the best settlements when opposing parties know we are ready, willing, and able to try the case.

“I had to knock on so many doors early on in my career. Eventually, those doors open, but you have to seize the opportunity to walk inside.”

first gained professional legal experience, to Arnold & Porter, where Blades truly spread her legal wings, to ConocoPhillips, where she learned how to manage a team and developed her leadership skills, Blades says that she is the product of women in positions of leadership.

As a mentor, Blades says development should be uppermost in every young lawyer’s mind. “If you bring your absolute best to work every day and seek development opportunities, you will be successful,” she says. Whether the goal is moving to a foreign country to practice law or taking on more roles and responsibilities, Blades is proof that aiming for global leadership isn’t too far out of this world.

Freshfields Bruckhaus Deringer:

“Suzana is a first-class lawyer, a master strategist, and inspires her team–both internal and external–with her dedication, professionalism and humanity. It is a true pleasure to be one of her trusted advisers.”

—Elliot Friedman, Partner

Live Busy,

Chief Legal Officer Lisa Fleischer uses the power of connection to positively impact her work inside and outside the office

By KC Esper

De Lage Landen Financial Services (DLL), the world’s largest equipment finance company, is a subsidiary of Rabobank, the largest bank in the Netherlands. With roots in thirty countries, this international organization provides equipment finance services for businesses of all specialties and sizes. Due to the scope of DLL’s work, the company requires cooperation from all offices to stay on the same page. Chief Legal Officer Lisa Fleischer is the woman in charge of overseeing and sustaining all legal action in the United States. In addition to liaising frequently with the company’s European branches, she oversees the company’s transactional work, corporate litigation, insurance, and tax legal issues; serves as corporate secretary; and sits on many client committees. She is also the treasurer of the Association of Corporate Counsel and an active volunteer for Philadelphia’s branch of Cradles to Crayons. In short, Fleischer has a well-stocked calendar, and as far as master multitaskers go, she’s the epitome.

DLL’s US branch has the largest legal department of all of the DLL country offices. While Fleischer manages the ins and outs of the department, she is also tasked with coordinating with global departments much like her own. As such, communication is the heartbeat of her job. Throughout her years at DLL, Fleischer has learned to navigate and strengthen relationships with her international colleagues. She visits Europe multiple times a year to ensure that all country legal departments are implementing best business practices and achieving success to the same degree.

“I’ve forged a strong relationship with my colleagues in Europe and across the globe,” Fleischer says. “The US tends to be a leader in our global business. So when I visit and/or meet with global business leaders, we often discuss issues that have arisen or synergies that we created in the US. I share checklists and best practices with my global colleagues. I find that, notwithstanding cultural differences, we almost always have common issues that we can share and learn from each other, and it helps keep our connection strong.”

While it may seem difficult to maintain business relations with DLL offices that are not physically and readily accessible, Fleischer says that the biggest challenge is simply scheduling meetings with respect to everyone’s differing time zones. This challenge has made her adept at coordination and flexibility, which

“We spend so much time at work that we must create an optimistic, positive work environment.”

Lisa Fleischer Chief Legal Officer, DLL

translates into the everyday bustle of her work. Because of the busy nature of the legal department’s jobs, Fleischer emphasizes the importance of workplace happiness among her colleagues just as much as hard work. With the CEO, she has led several initiatives to create a positive work space. To alleviate workloads, for example, Fleischer has instituted a “responsibility matrix,” which assigns every project in the department a primary and secondary point so that the entirety of the work never falls on one person’s shoulders.

Employees on Fleischer’s team are even encouraged to schedule time for themselves during monthly “happy days,” which are days when employees can leave two hours early to do something for themselves but still get paid for the full day. Preserving personal time amid a busy work schedule has heightened workplace happiness substantially and strengthened DLL’s team environment.

“We spend so much time at work that we must create an optimistic, positive work environment,” says Fleischer. “We should work hard to make sure our work product is exceptional, but at the end of the day we’re all still people, and we can’t lose sight of our personal lives.”

Fleischer’s belief in using one’s time wisely and purposefully carries over into the company’s emphasis on charity work. DLL encourages employees to spend time helping the community through, among others, a nonprofit called Cradles to Crayons, which provides clothing to local children in need.

“Each employee is offered two paid days a year to volunteer in the community,” Fleischer explains. “Our global CEO is very passionate about this and we’re proud of all the hours that our employees give to charity, including our partnership with Cradles.” As a board

Paola Nogueras

member for the Cradles organization, she is actively involved in events like the Backpack-A-Thon, in which volunteers stuff 30,000 backpacks with school supplies in a mere two hours. The backpacks are later given to children before they start school in the fall. “It’s very inspirational and heartwarming,” Fleischer says, “and very much in connection with the values we have at DLL.”

DLL’s corporate mission centers on the power of togetherness. Devoting countless hours to the company’s mission has made DLL’s employees feel like a family. Through her efforts to stay connected internationally and domestically, Fleischer has not only helped sustain a sense of companionship and efficiency but also upheld the importance of community to make an impact. Despite everything on her calendar, staying positive is one task Fleischer easily crosses off her list every day.

Master the road ahead

The journey to your next opportunity may have more curves than expected.

Recognized as a global leader for sophisticated advocacy and innovative solutions, Dechert’s antitrust and competition team will help steer you through the most complex litigation and merger clearance obstacles to achieve results.

Platzer, Swergold, Levine, Goldberg, Katz & Jaslow, LLP and Cohn & Dussi LLC:

“Lisa’s dedication and professionalism is an inspiration. We greatly value our relationship with her as a trusted advisor.”

—Howard Jaslow, Scott Levine and Lewis Cohn, Partners

Dechert LLP:

“We really enjoyed having Lisa Fleischer supervise our trial work. She has an excellent ear for how testimony will play, and she is totally unflappable and even tempered—great qualities for a general counsel.”

—Steven E. Bizar, Partner, Co-Chair Dechert Antitrust and Competition

dechert.com/antitrust

Plowing the Road

Domtar’s Nancy Klembus brings tremendous enthusiasm to her integrating and streamlining of the company’s Personal Care division

By Clint Worthington

“I don’t like to be bored,” says Nancy Klembus, vice president of innovation, global intellectual property, and Personal Care division law/administration for paper and pulp manufacturer Domtar. The largest integrated producer of uncoated free-sheet paper in North America, Domtar creates paper products for offices, publishing, and personal use.

But its product line extends to much more than just copier paper: the company’s Personal Care division, for instance, focuses on creating absorbent hygiene products for customers of all ages. As a member of the Personal Care leadership team, Klembus has put her drive for innovation and change to great use as the division is transforming itself to make the best use of its many component companies, improving processes for the company and customers alike.

The road to leading the legal function for the Personal Care division has been a long and winding one for Klembus. After graduating from the University of Michigan Law School following a ten-year stint as an engineer at General Motors, Klembus quickly found work at an IP firm in Michigan as an associate, where she gained substantial experience in a variety of legal approaches to IP and client management.

Eventually, Klembus made her way to Domtar, where she started as the global vice president of IP, taking on advertising law and product regulatory concerns. However, her zeal for taking on new chal-

lenges led her to say yes to Personal Care president Mike Fagan when he asked her to lead projects to simplify the work within the division. “These can be messy projects with technology, business, and law all jumbled together,” Klembus says.

Domtar’s Personal Care division is a collection of several different companies the firm has acquired over the years in the United States and Europe, all related to creating and manufacturing absorbent hygiene products. For example, one company focused on manufacturing baby diapers, another on creating novel absorbent materials, while the others focused on incontinence products and related goods.

“Like all companies that are built through acquisitions, these businesses have processes that need to come together,” Klembus says. She immediately started looking for ways to enhance synergies and efficiencies across these varying companies. Her goal was to first get them working better together to improve efficiency across the board. “When you get a team that

Nancy Klembus VP of Innovation, Global Intellectual Property & North American

Administration, Domtar

Personal Care Law &

“When you get a team that works hard and works together, they can move mountains.”

works hard and works together, they can move mountains,” Klembus asserts.

As an example, each company used different development systems for creating new products and changing existing products. “We lose time and efficiency in rolling out product improvements because we don’t have a single system,” Klembus explains. With the help of Klembus and her teammates, the company is revamping its product management systems to more quickly launch meaningful customer innovations in a more cost-effective manner.

At all times, Klembus and the entire leadership team keep their eye on the end goal of these changes: the satisfaction of Domtar’s customers, for whom incontinence products rep-

resent an important part of their quality of life. Whether helping older people maintain active lifestyles or crafting products that fit customers of all sizes, Klembus feels a personal investment in ensuring people maintain their dignity and enjoy life.

Amid all these changes, Klembus is endlessly grateful for the hard work and strong communication of her team. “As an attorney, you can either plow the road or clean up the mess,” says Klembus. When working with her team, Klembus strives to be as user friendly as possible, always listening to her team and being a good team member herself. “I’m delighted by the people I get to work with,” she beams. Between the trust of her team and her own dedication to improving the lives of Domtar’s customers who depend on its personal care products, Klembus’s work ensures that she’s never bored.

Norton Rose Fulbright joins Modern Counsel in recognizing Nancy Klembus for her exceptional contributions

Polsinelli PC:

“Nancy is a tremendous attorney whose energy and enthusiasm make her an exceptional partner in navigating litigation and compliance issues. It is a pleasure to work with her as we continue to grow our partnership.”

—Robert Penza, Shareholder

Moore & Van Allen:

“Nancy exemplifies the ideal combination of a broad knowledge of the law, the intellectual property underpinning the company’s operations, and an acute business sense that consistently results in efficient, legally sound, and commercially practical solutions.”

Tony Lathrop, Member and Arlene Hanks, Member

Brandt Chief Legal Officer and Head of Business

Tammy

Sheryl Wachtel

Agility Reimagined

Tammy Brandt understands how to make the big dreams of emerging tech come true

By Kathryn Kruse

In 2017, Tammy Brandt started two big projects.

She came to the early-stage company Dreamscape as the chief legal officer and head of business and legal affairs. She also became a mother. In both roles, adaptability and focus, some of her strongest skills, got a workout.

Dreamscape offers location-based, full-body virtual reality—new experiences in a new industry. Developed as an entertainment option for mall patrons, these virtual reality experiences are a pioneer in the retail space. Supporting this dream turned reality, Brandt’s diverse and in-flux work sees her involved in everything from content deals to vendor contracts and leases to board relations. She not only provides legal expertise but also negotiates deals, handles human resources matters, and serves as the chief fundraiser. “At smaller companies, you have to have the whole picture,” she explains.

Brandt, who specializes in emerging tech, knows what it takes in Dreamscape’s environment. She has been an in-house lawyer for companies in that sector since 2007. She is a generalist in this specific type of company. Explaining the unique path she has forged, she says, “Helping companies grow, helping them along the path, like raising a child, is rewarding.”

Previously, she worked with a 150person company that built cloud-management tools and shepherded it

The team at Dreamscape: L-R: Aaron Grosky, COO; Walter Parkes, cochairman; Bruce Vaughn, CEO; and Tammy Brandt, CLO

Sheryl Wachtel

through acquisition. She moved with them to the Fortune 100 and into a lead legal role. “I work with the business end to see why a new technology might be a target and then work to understand how to integrate the new tech,” Brandt says.

This means that, at small and large companies, Brandt offers understanding of specific technologies’ value. However, after time with start-ups and huge international organizations, she says, “I love the idea and process of small companies working to disrupt a field.”

She has found a great match at Dreamscape. Currently, the company employs sixty people. Brandt is excited to help nurture the company’s growth and sees her work validated in the reviews and high performance of the first site since its December 2018 opening. Beyond this, Dreamscape closed its series B investment with American Multi-Cinema (AMC) with Brandt as the point person. By the end of 2019, the company plans to double its staff and, in partnership with AMC, open at least four more locations. That sounds like big growth, but, Brandt says, 2020 is when things will get really exciting.

“In a space like this, you get to work with sophisticated parties,” Brandt says. To work in emerging tech, she explains, one must be business savvy, understand how to talk tech from not just a legal standpoint but also with engineers and clients, and, of course, be an effective, agile leader. At Dreamscape, she does a lot with a six-person team. “I knows it sounds like a cliché,” she says, “but I think the key to leadership is ‘lead by example.’” In practice, this means demonstrating focus and building an accountable team with clear goals and check-ins. “Then let them flourish,” she says. “Give a problem set and let the creativity fly ... with accountability.”

Months of parenting her son, Bobby, has taught Brandt leadership lessons that she applies at Dreamscape. “I am a better boss because I am more understanding of people with kids, of people’s needs,” she says. “I understand unpredictability.” She knows that it is a challenge to be responsible to your children and to keep a career on track. Beyond reinforcing the importance of

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balance, experience has improved her communication skills, something she believes starts at home. “My wife also works, and we need clear strategies to get things done.”

Brandt’s success in the tech sector, an industry where women have long been underrepresented, is especially impressive. However, she believes that in emerging areas, such as VR, there is more space for women because they can get in early. Discussing her experience, she says, “I can have a seat at the table, but most teams are still mostly men.” Along the way, she had to show that she belonged with the boys. Though “it took a while to get here,” she admits, “I don’t worry that I’m a woman because I’ve proven that I belong at the table.”

Pacific Unified Insurance Agency:

“Tammy Brandt’s dedication to her profession is second to none. We applaud our valued partner and friend for her recognition by Modern Counsel as being a thought leader in her field.”

—John Huttinger, CIC, CRM President

“Helping companies grow, helping them along the path, like raising a child, is rewarding.”

In Conversation

Sheryl Wachtel

Guest Editor Lily Hughes discusses virtual reality, emerging technologies, and diversity in tech with Tammy Brandt

Lily Hughes, Senior Vice President, Chief Legal Officer, and Corporate Secretary, Public Storage (LH): You have a history of working at companies focused on emerging technology. Your current company, Dreamscape, is opening location-based virtual reality centers. Why are you excited about virtual reality?

Tammy Brandt, Chief Legal Officer and Head of Business and Legal Affairs, Dreamscape (TB): Virtual reality is a compelling technology that has been around for a while but has been slow to be adopted because most people don’t have access to the technology. Dreamscape provides a place for folks of all ages to come experience completely immersive virtual reality adventures. Dreamscape is a quintessential example of a company living at the intersection of technology and entertainment. The key to success will be having great content to complement the technology, creating a captivating experience.

I’m excited to be working in the area because I think virtual reality will transform not only the entertainment industry but also other sectors, such as healthcare, education, and the military.

LH : I understand that you grew up on a farm in Ohio. It must be a big change to live in Los Angeles and work with cutting-edge technology companies. What skills from your upbringing have been useful in your career?

TB: On the farm we grew corn, wheat, and soybeans. Most people don’t realize all the behindthe-scenes work that goes into farming. It is hard work that requires dedication and responsibility and is often not that financially rewarding. I always had a long list of chores and grew up helping my dad fix tractors, cleaning out grain bins, and learning how to care for animals. My parents grew up

on farms in Ohio as well before meeting in college at Ohio State, and they really taught my sister and me to be humble and work hard, which has served us both very well in our careers.

LH: There is a lot written about women being underrepresented in technology companies. Do you think this trend is changing?

TB: I do think there has been a shift and that tech companies are making more of an effort to focus on diversity. It is true that at times in the recruiting process there are very few diverse candidates for certain technical positions, so in some cases the talent pool is just not there. As virtual, augmented, and mixed reality really start to take off, I am seeing more women involved because it is newer technology and easier to break into the field.

LH: You have a unique background in that your in-house positions have been in various industries—automotive, cloud computing, enterprise software, IT outsourcing, and virtual reality. What is the biggest challenge for you as you enter new industries?

TB: The most important thing in any job is really to get to know the business and developing relationships with the key stakeholders. Depending on the role and complexity of the industry, the amount of time this will take will vary. A theme in the last nine years of my career has been working with emerging technology companies, either as the general counsel or on a team focused on acquiring these types of companies. Innovation, agility, data collection, and user experience are themes that tend to permeate these companies and are very transferable as I work at companies across different industries.

Keeping

Trac

Tshneka Tate Former VP and Senior Assistant General Counsel

NASCAR Media Ventures

kAs

VP and senior assistant general counsel, Tshneka Tate drove efforts to protect NASCAR’S media rights

By Joan Livingston

Growing up, Tshneka Tate was a dedicated fan of football and basketball, thrilling at the sights of soaring touchdown passes, long runs, wild dunks, and no-look passes. She dreamed of one day becoming a lawyer in professional sports, and in 2000 she did just that, joining NASCAR as an assistant licensing counsel. The pavement and checkered flags of the racetrack might seem worlds away from the parquet floors, fresh-mown fields, and play clocks of her youth, but Tate was sold when she attended her first race a month after she was hired.

“You think about the things that make an athlete an athlete—the stamina, the strength, and endurance—all of those things you have to have to drive this car at 180 miles per hour, for three hours,” says Tate, until recently the vice president and senior assistant general counsel for NASCAR Media Ventures. “There’s no locker-room break. There’s no halftime.”

And certainly, Tate isn’t the only one hooked on car racing. NASCAR has grown from a regional sport to one with an international following, and along the way its media exposure has expanded to website content, live streaming, and social media. As head of its media legal team, Tate had a lot to do with that.

The digital transformation has been a long time coming. The year that Tate started, Turner Sports bought NASCAR’s digital rights, and at that point there really wasn’t much to do in that arena because Turner handled everything, including NASCAR’s website. The situation began to change, however, when live sports were streamed on the internet and then social media exploded. That’s when NASCAR itself decided to make a change for its industry.

In 2011, Tate led negotiations that resulted in the company regaining control of its digital rights two years later. She also handled negotiations in 2012 for

“You think about the things that make an athlete an athlete—the stamina, the strength, and endurance— all of those things you have to have to drive this car at 180 miles per hour.”

the renewal of NASCAR’s broadcast agreement with FOX Sports, which covers several top-tier races, including the Daytona 500. All told, she’s negotiated broadcast deals for NASCAR races in more than 150 countries.

In recognition of her work at NASCAR, Tate was named vice president in 2014. It was a notable accomplishment and one that actually came as a big surprise because, unbeknownst to her, the then deputy general counsel (now general counsel) had pushed for her promotion. “I was very proud of that vote of confidence from her and the company,” she says.

Tate was also NASCAR’s first African American female officer. She’s proud of the distinction, and she hopes it helps pave the way for other women of color at the executive level. Two other senior attorneys on NASCAR’s team are also African American women. Tate says, “I think that speaks well to the diversity of our department as well as the continued efforts to increase diversity at my company.”

A Charlotte, North Carolina native, Tate grew up in a family that impressed upon her the value of education. Her mother’s advice was always to “get a good education so that you can choose a job you love to do.” After graduating from the University of Pennsylvania, she obtained her JD from Florida State University College of Law. Her first job as an attorney was in the Maryland Office of the Attorney General, part of her initial five-year plan to focus on antitrust matters while developing connections in the sporting world.

That plan was disrupted, though, when NASCAR invited Tate to apply for a junior attorney position. She started as counsel for the business’s licensing and sponsorship departments before

being promoted to work for the media side, and she eventually built her group within the legal department to nine. Some have worked together for more than ten years, and Tate considers the retention rate one of the legal department’s best accomplishments. Together, she and her team have a deep understanding of what the company wants. “Everyone works really hard and helps each other out,” she says. “It is important to me that everyone feels valued and values each other. “

The most consuming part of her job? Protecting NASCAR’s digital presence. “We want to make sure we maintain the integrity and value of that content,” she says.

Some pro sports are strict about what is posted on social media, but NASCAR is different, and Tate acknowledges that not all unregulated content is bad. “Do we want to really take down a grandmother’s NASCAR fan page?” she says. “Probably not.”

NASCAR also wants to see its drivers and their personalities out there on Instagram and Twitter to help promote the sport. And the legal team works with the digital and social media teams to assist in NASCAR’s efforts. “We want to see drivers’ and teams’ support,” Tate says. “We want to see the tracks push out content. And we want to push out content to support each of them. It works better when everyone works together.”

Tate looks forward to NASCAR’s continued expansion and the protection of its digital presence as new technologies and social platforms arise. And while she has yet to be in a car going 180 miles per hour, she has attended some of the big races, always choosing a spot in the pit so that she’s a part of the action.

Editor’s Note: After nineteen years with NASCAR, Tshneka Tate left the company in April to pursue one of her lifelong dreams of traveling the world.

We are honored to work with the great TSHNEKA TATE and applaud her exceptional work and leadership at NASCAR

Chris Marquardt Shri Abhyankar and the A&B team

Driving an Indus Forw

Ryder’s Kim Gerber is putting her years of M&A experience to use to drive new growth and the exploration of new technologies in the transportation industry

By Lori Fredrickson

Kim Gerber has always enjoyed figuring things out. It’s a trait that has served her well, particularly through the evolution of her career.

Growing up, she wanted to be a writer and wrote for a number of publications. Two weeks into her first semester at Duke University, though, September 11 happened, and she found herself developing an interest in public policy. Over the next four years, she interned at nonprofits, studied international and domestic policy issues, and after college graduation went on to earn her JD from NYU School of Law. She started work in the M&A group of Debevoise & Plimpton in New York in

try ard

2008, in the midst of the credit crisis, and she honed her skills in transactions during a time she describes as “feast or famine” for junior associates.

These early experiences left Gerber even more comfortable facing unexpected challenges and unfamiliar opportunities, so when she received a call from a recruiter about a job at Ryder in 2012—after working at a regional law firm in Miami, focusing on corporate and securities work—she was intrigued. “I had thought of Ryder as just a truck company, but when I heard about some of the work they were doing, I realized that it could be a fascinating opportunity for someone

Kim Gerber General Counsel for the Supply Chain Division, Ryder

“We’re seeing the disruption of traditional models in favor of tech-driven solutions.”

like me, who is curious and interested in innovation,” Gerber says.

It was also an opportunity for her to leverage her M&A experience. “I’m bringing an M&A perspective to the industry to innovate and optimize our capabilities,” Gerber says. Among other things, she has recently helped the company explore and partner with companies developing driverless truck and electric and hydrogen vehicle technologies. And she has also led acquisitions of other logistics companies, including Ohio-based MXD Group, which Ryder has since rebranded as Ryder Last Mile.

Over her time at Ryder, Gerber has risen steadily from senior counsel to her current position as general counsel for the supply chain division, working along the way to negotiate contracts and vendor agreements, lead strategic acquisitions, coordinate with outside counsel, and supervise an expanding legal team as Ryder has grown. She has also been able to introduce solutions across divisions, including working with the sales team to streamline the company’s approval and signature process, which has cut down the time between finalizing deals and signing paperwork.

One of the things Gerber enjoys most about her role is seeing firsthand the direct impact her work as an attorney at Ryder has on the daily lives of consumers. More than once, she has marveled at the number of products that Ryder touches—on behalf of its customers—that she has in her own home. Some products were transported by Ryder, assembled by Ryder, warehoused by Ryder, or stocked on store shelves by Ryder employees or contractors. And Gerber appreciates being involved in finding new ways to bring custom solutions to the compa-

ny’s customers. “We’re seeing the disruption of traditional models in favor of tech-driven solutions, and Ryder has developed customer-facing solutions such as the mobile fleet-management app RyderGyde to mitigate challenges that those disruptions present,” Gerber says.

As a woman working in a largely male-dominated industry, Gerber is also proud of Ryder’s initiatives to disrupt traditional employment ratios. In particular, Ryder is working to increase the role of women in the industry through partnerships with the Women in Trucking Association and the new Women Veterans Task Force, which focuses on recruiting female veterans.

This is something that Gerber is especially passionate about. “In any industry that is male dominated, I can’t overemphasize the importance of building and maintaining networks of strong women, and it’s also vital that you bring up women behind you,” Gerber says. Throughout her life, she has focused on building networks among colleagues and contemporaries. And, in addition to mentoring and supporting other women, she has engaged with larger communities through her roles in Big Brothers and Big Sisters of Miami, at United Way of Miami-Dade, and on the board of trustees at her synagogue.

And as more women enter the transportation and logistics industry, Gerber will continue to stress the importance of advocating for them and for herself. She wants others to see just how much they can help push Ryder’s ongoing innovation and growth. “There are incredible things that women are doing inside this company and in the industry, and people need to hear about those successes,” Gerber says.

Blank Rome LLP:

“Kim is an extremely talented business attorney who leads by example and manages her internal and external legal teams very effectively. She consistently achieves great results while always protecting Ryder.”

—Peter Schnur, Partner

Inside Via’s Rapid Rise

Erin Abrams on taking a risk that paid off with rideshare start-up Via

By Billy Yost

Erin Abrams General Counsel, Via

Courtesy of Via

Risk mitigation has always been an integral component of Erin Abrams’s worldview. But she also knew a good idea when she heard one. The general counsel for on-demand transit solution provider Via believed so strongly in the premise of the start-up that she left a job with Citigroup, the world’s largest financial organization—by any accounts a stable job for a lawyer—in favor of what she believed Via could be.

“A lot of my friends from the world of law and finance—people I went to law school with—were a little bit skeptical of my initial choice when I decided to leave banking and go to a start-up,” Abrams says. “I felt that even though the company was at an early stage, the management, the fundamentals, and the passion [company founders Daniel Ramot and Oren Shoval] had for running the business in an efficient way—those things were all there from the beginning.”

Abrams began her tenure at Via as one of five New York–based employees in a shared workspace in Chinatown in 2014, when Via only offered its beta service in a small area spanning the Upper East Side to Midtown. Subsequently, Via expanded its services across New York City, then to Chicago and Washington, DC, and then on to more than fifteen countries and sixty-two deployments around the world (and every continent except Antarctica). That includes a highly publicized joint venture in Europe with Mercedes-Benz parent company Daimler.

“It’s been an all-consuming, once-in-a-career-ifyou’re-lucky kind of experience,” Abrams says. “At this point in my career and Via’s growth story, I feel very vindicated for making these particular life choices.”

When Via started to expand, so did Abrams’s legal team. She built a majority-female legal department of five lawyers and two legal operations professionals. Abrams recently signed an open letter to law firms written on behalf of 170 general counsels calling for more diversity in the law landscape.

“At Via, we think a diverse work group makes our company stronger,” Abrams says. She considers the team she has built one of her greatest accomplishments.

Via’s legal team works to do more than many traditional law departments, and Abrams says her team’s commercial prowess is what sets it apart. “We don’t just want to be the ‘Department of No,’” Abrams says.

“We want to be a driver of revenue and a means of turbocharging our business while evaluating risk appropriately.”

Those diverse revenue drivers include a recent partnership with Los Angeles County Metropolitan Transportation Authority (LACMTA) to help get patrons to and from train stations more easily. Those public transit deals aren’t exclusive to the United States. Via has also partnered with transit authorities in Singapore and launched private sector partnerships in Japan and Brazil, among many others. “We want to continue our efforts to partner with governments and transit providers around the world to really create opportunities to extend the public transit infrastructure through the intelligent deployment of technology,” Abrams says.

Abrams’s previous experience has come in handy when dealing with the increasingly complex regulation of the ride-share community. She spent seven years at the firm Fried, Frank, Harris, Shriver & Jacobson handling white-collar criminal matters, civil litigation, securities litigation, and internal investigations.

“It’s not that common to have a general counsel who has a litigation and investigations background,” Abrams says. “I worked very closely with regulators and government agencies and developed a skill set for interacting with them that I think has served me well at Via, because the ride-sharing industry is sort of a patchwork of regulations at the local, state, federal, and now international level.”

Lisa Bebchick, a litigation and enforcement partner at Ropes & Gray, who has worked with Erin since she started her career in private practice and is a mentor to her, remarks that “Erin has transformed herself from a white-collar litigator to an outstanding general counsel tackling all types of challenges and legal matters. She is extremely quick on the uptake and has great practical judgment, which has served her well at Via. It has been rewarding to see Erin contribute to Via’s rapid growth from its infancy and to see the incredible legal team that she built around her.”

Along with developing new public sector partnerships, Via is working to move into smaller cities, suburban areas, and other microtransit opportunities that connect people to first- and lastmile solutions, thereby bridging the gap for customers situated at inconvenient distances from public transit. They’re also piloting autonomous technology.

Jumping from banking compliance to a ride-sharing start-up has offered Abrams experiences and opportunities that very few people with her background have. Abrams says she never imagined she would be uniquely positioned “to help build and scale a company and be at the forefront of the legal and regulatory, compliance, and policy issues” that surround the burgeoning ride-sharing industry. She notes, however, that “it has been a great ride.”

A Well of Offshore Experience

Stacy Feltham’s years of international deepwater expertise in the oil industry have made her uniquely qualified to guide BHP’s entry into new markets, including a big new field in Mexico

By Lori Fredrickson

Stacy Feltham

Associate General Counsel and Head of Legal

Stacy Feltham was in the right place at the right time

for a future in the petroleum industry. A native Newfoundlander, she began her legal career at a law firm in St. John’s, in 1996, right at the start of production for the booming offshore Hibernia oil field. When she earned her MBA in 2001 and began to pursue in-house work, an exciting opportunity was waiting for her right there on the Grand Banks. “I was quite familiar with the industry then, if not from a legal perspective,” Feltham says. “On top of that, I always liked the idea of working with a big international company and the complex issues that come along with it.”

Fifteen years after taking her first industry role as the sole counsel for ExxonMobil’s Hibernia Project, Feltham has amassed a wealth of expertise through projects she has supported that have taken her from Europe to Kazakhstan to Alaska, Africa, and many places in between. Her most recent work has been for Australian resources company BHP, which she joined in 2013 and where today she serves as associate general counsel and head of legal for BHP Petroleum, based in Houston. Her international team includes lawyers in Australia, Mexico, and the US, and it supports operations and assets in eight countries. “I had the opportunity to step in and manage a team at a diverse multinational company, where my deepwater petroleum background would be an asset,” Feltham says. “Since then, I haven’t looked back.”

In 2016, her years of international experience again put her in the right place at the right time, when major energy reforms in neighboring Mexico opened the country up to foreign investment for the first time in eighty years—including in its newly discovered deepwater resources. Feltham was able to help BHP secure the winning bid for the Trion deepwater field, which it now co-owns with Mexico’s state-owned oil

company, PEMEX. And since then, she has worked to help the company navigate the unique concerns of the highly anticipated project. “It’s been a huge challenge and a really interesting piece of work,” Feltham says. “This was a whole new world for BHP—a whole new country with a new set of laws that we had to learn and understand.” The project involves many firsts: BHP is one of the first foreign investors in Mexico’s newly deregulated oil and gas industry, it is PEMEX’s first deepwater co-venture partner, it is drilling the first foreign-operated well in Mexico’s deepwater region, and it is hoping to make history with PEMEX with the first deepwater development in Mexico.

The legal journey started for Feltham well before the bid was secured, in part because of Mexico’s atypical bidding process. In the initial stages, the country made it known that it would be opening its petroleum resources to foreign investment; companies were then invited to submit questions and commentary on the published license and operating agreement terms on offer, which were addressed in a transparent, open forum. Once the terms were finalized, interested companies were then invited to submit bids on available acreage.

Fortunately, Feltham’s many years spent working with similar agreements gave her an edge. “Having experience in that area, I could identify investment terms that would be workable for international oil companies and, in those terms, what would be the upside for my company and the country,” Feltham says. “And we were able to receive terms that we were comfortable with.”

Feltham next set about navigating the challenges of BHP actually entering the new country, starting with trips down to Mexico City to meet with PEMEX. “One of the things I learned early in my career was the

value of getting to know your client and the value of relationships,” Feltham says. “So we put a lot of effort into getting to know our counterparts and making sure we understood their expectations.”

She also set about assembling a team, pulling together both internal and external lawyers who could understand the issues. One of her first moves—and, Feltham says, one of the smartest—was hiring a lawyer in Mexico to join her legal department. “We’ve spent a lot of time meeting with regulators in Mexico City to work out details and understand issues,” Feltham says. “Having a local person helping inside the company has been significant. He is an important complement to our strong outside counsel support.”

From there, she was able to assist with opening up an office in Mexico and manage her team while making sure its work was aligned with the company. “A lot of that has been issue spotting, risk management, and making sure that everyone is aligned on the steps we are taking,” Feltham says. Juggling time zones, she worked to make sure both Houston stakeholders and Australian management were informed and engaged at all steps of the process.

Though in its early days, the venture is now off to a promising start. In January, BHP struck oil at its first appraisal well in the offshore Trion oil field. Feltham has been proud to support the business, she says, and she’s also proud to be managing a team that has been able to support her so well. “Being able to open our Mexico office in an efficient and rapid way is a real source of pride,” she says,

She adds that another of the most satisfying parts of her job has been having the ability to mentor and manage people. It’s an interest that ties into her personal passion for giving back, which she also fuels by engaging with the arts as a board member of Houston’s Stages Repertory Theatre.

Today, Feltham is confident in calling BHP’s Mexico venture a success, and she’s starting the process all over again—this time off the east coast of Canada, where last November, BHP won another bid for deepwater drilling. Her external partners are excited to work with her there. “Working with Stacy Feltham and her team at BHP, in helping them navigate a new market position in Newfoundland and Labrador, has been a pleasure,” says Stephanie Hickman,

from the guest editor

Stacy’s observations are astute—the secret sauce for success revolves around taking time to be curious and truly learn the business, putting in face time to get to know her business clients and their expectations, and building strong, trusted relationships across many geographies, both in-house and with outside counsel.

—Lily Hughes

“One of the things I learned early in my career was the value of getting to know your client and the value of relationships.”

QC, a partner with Cox & Palmer. “Stacy understands the complexities of the ever-changing petroleum industry and has the leadership and knowledge to lead her team to deliver results for BHP as they venture into Atlantic Canada. Cox & Palmer is delighted to work with BHP and provide our local expertise in the oil and gas industry. It is a privilege to work with Stacy at this dynamic time for the energy industry in Newfoundland and Labrador.”

Feltham is looking forward to the work, too. “I’m extremely excited about this project, both because it’s exciting for the company and because it’s exciting to return to my home province of Newfoundland and Labrador,” Feltham says, adding that she’s proud to have chosen her first job so well. “I’ve come full circle.”

Trade Secrets Made Trade Friends

Zebra Technologies’ Terri Smith on building relationships through the company’s trade secret protection program

By Billy Yost

Terri Smith knew she was going into intellectual property law at a time when most lawyers are still trying to figure out what their wider focuses might be. That knowledge was gained on the back of Smith’s BS in engineering and the knowledge that her degree would be readily leverageable in the IP sphere. Following eighteen years at Motorola, Smith assumed vice president and chief intellectual property counsel roles at Zebra Technologies after it acquired Motorola Solutions’ enterprise business. Since coming to Zebra, Smith has spearheaded a project that will help enhance the com-

pany’s trade secret protections. Smith spoke with Modern Counsel about the project and her role as an effective business partner for the solutions provider, which intelligently connects people, assets, and data to help customers make business-critical decisions.

What lessons you’ve learned outside the legal world do you find particularly applicable to your career?

Juggling the daily demands of my personal and professional life can be challenging at times, but it has taught me how to manage competing priorities and be judicious with my time. It has also helped me focus my energy on the things that truly matter and where I can add the most value.

Bringing that mind-set into my role as the chief IP counsel for Zebra Technologies has allowed me to focus on the “blue-chip” items for the Legal Department and Zebra. It also has taught me to delegate tasks when someone else can add just as much or even more value. Building and surrounding yourself with strong teams, leveraging individual strengths, and empowering individuals to act and make decisions prepares you to take on any position—regardless of the challenge.

What was the impetus for the trade secret project at Zebra?

Zebra is an innovative thought leader in its industries, and we leverage all facets of intellectual property to protect our innovations. We take our intellectual property and the intellectual property of others very seriously. As Zebra started transitioning from a hardware company to a solutions company, I realized it was critical for Zebra to focus and dedicate more resources to protecting its trade secrets. When I first

“Building and surrounding yourself with strong teams, leveraging individual strengths, and empowering individuals to act… prepares you to take on any position.”

started thinking about how Zebra could further bolster its trade secret protections, I was quickly overwhelmed by the possibilities. I started thinking of the thousands of trade secrets that are being used across the company and how I could bolster their protection. I did my homework and a lot of additional research before I approached law firms to help enhance our protections.

We decided to partner with Winston & Strawn, a local law firm in Chicago, because they had developed a multiphase trade secret audit program that could be tailored specifically to our needs. I started working with Steven Grimes and Shannon Murphy, and they helped put my vision into focus, which allowed me to see that auditing our practices and implementing improvements were manageable and would result in minimal disruptions to our business operations.

I also realized that taking proactive steps now—while it would require time and resources upfront—would pay dividends down the road, as Zebra would be less susceptible to trade secret theft and would be in a better position to protect its assets legally if theft occurred. This process would also provide a strong foundation of good practices to build on as the company grew.

In what ways has the project grown or evolved?

The trade secret protection project evolved after Winston & Strawn analyzed its findings and provided me with recommended and prioritized action items that considered where Zebra was and where we wanted to go based on our needs, priorities, and cost considerations. Winston & Strawn drew upon its extensive industry experience and knowledge of legal standards to provide

Terri Smith VP and Chief Intellectual Property Counsel Zebra Technologies

recommendations for specific action items that could improve and bolster Zebra’s trade secrets practices while still fitting the company’s culture and business.

We have already started implementing some of the recommendations and are socializing other recommendations with key internal stakeholders. One of my key business partners is the IT group that is working closely with our team throughout the project. In today’s mobile environment, where everything is stored electronically, IT plays such an important role in this project.

What does being a “knowledgeable business partner” mean for the in-house counsel role?

From my perspective, being a “knowledgeable business partner” is knowing the business, our leadership team, our employees, and our risk tolerance so that we can best support the company. As in-house counsel, it is not enough to merely know the law. You need to have strong business acumen so everyone can effectively communicate and talk the same language and know what’s important, now and in the future.

People communicate and receive information differently, and I am most effective when I know the work styles of those around me. This leads to a more trusting relationship and one where the parties are more receptive to advice and counsel, since it is received in a more familiar and comfortable way.

It is extremely important to build and nurture those relationships with our business partners so that we are invited to the table to participate in early conversations, as opposed to being invited only after things did not go as planned. As I’ve progressed in my career, I’ve realized that forging those relationships and understanding the broader business has made me better at my job.

Lead

Portraits of today’s top legal executives, the remarkable careers they have cultivated, and the management strategies and best practices they employ to succeed both individually and collaboratively

With decades of success behind them, Jill Carabotta and Susan Steakley have founded a private firm that’s embracing tech, mentoring women in law, and offering clients more transparency

By Kathryn Kruse | Photos by Gillian Fry

A Firm of Their Own

Susan Steakley

Cofounder and Comanaging Partner

Carabotta | Steakley

JILL CARABOTTA AND SUSAN STEAKLEY ARE hiring. Their firm, Carabotta | Steakley, founded in March 2018, reached capacity with eight corporate clients and more than seven hundred active cases in less than one year, and the lawyers want to satisfy the demands of waiting clients.

The firm’s success stems in part from the high bar the partners have set for new staff. Anyone coming on board must be willing to align themselves with Carabotta | Steakley’s unconventional, data-driven, transparent approach. But the firm is also succeeding internally, drawing enthusiastic new employees by emphasizing mentorship opportunities for women, who show up ready to dispatch cases efficiently and care about clients deeply. This care includes having a deep awareness of clients’ bottom lines and never overbilling. With years of experience, Carabotta and Steakley understand strategy and know the players and judges, which translates into increased win rates and decreased client expenses. They also offer clear value in their fee arrangements, with detailed assessment and reassessment of the specific work needed to successfully conclude a case. “Our mission is to get our clients from start to finish in the shortest time possible, for the least possible expense, and with the greatest possible outcome,” Carabotta says.

Carabotta | Steakley works in insurance defense, in the aggressive world of Florida insurance litigation, with Steakley taking the lead on auto and coverage claims and Carabotta focused on property and casualty claims. “When money is involved, people get

crazy; you have to be a tough cookie,” Carabotta says. “I like to win. I like to bring results for my clients.”

To found their firm, Carabotta left a general counsel position, and Steakley stepped away from an in-house litigation manager role. Today, as comanaging partners who also know how to think like in-house counsel, they’re positioning Carabotta | Steakley as a market disruptor. “We want to create something new,” Steakley says. “To make it, we need to think like entrepreneurs, not like a traditional law firm.”

One of the key differentiators for the firm is its fee structure. In their past in-house positions, both Carabotta and Steakley got to review the work of outside counsel, and they saw how, often, it did not align with corporate needs. So, unlike most firms, Carabotta | Steakley has detailed discussions with its clients to clarify choices and fees, and then it only charges for work needed to reach the desired outcome. Carabotta | Steakley will never overbill a file to meet arbitrary monthly billing requirements. The firm’s goals are directly in line with its clients’ bottom lines. This billing system is not only a boon for clients. “Working for billable hours is drudgery,” Steakley says. She recalls an experience, years ago, when she had to take her daughter to the ER. She found herself at her child’s bedside, trying to focus on the emergency at hand, but she was also wondering how she could make up the hours. “I want to be paid for value, not hours,” she adds.

Also in keeping with the firm’s start-up mentality is its embrace of tech. It’s able to offer total transparency

through an online case-management system. Clients can log onto individualized portals to access information about billing and track cases. “We are always looking for tech to help us with efficiency and data gathering,” Carabotta says.

The firm is also looking to use the tech to save money for clients. It’s exploring methods for data mining cases in order to build better strategies, and it’s working to do so at a price more clients will be able to afford. On a more basic level, they want to restore people’s trust in lawyers. “My goal with clients is that they believe in us and trust us,” Steakley says. Through transparency, she develops a team mentality with clients.

In their previous in-house positions, both Carabotta and Steakley oversaw dozens of attorneys and staff and maintained a global perspective. Today, they’re leveraging their management skills to maintain a close-knit office culture, delegating when necessary but making collaboration a central tenet of the business. Their entire team meets weekly, and even with their firm’s success, the two continue to share an office so that they can bounce ideas off each other—about the firm and cases—all day long. When asked what she is proud of, Steakley pauses to think and then says, “I’m proud of Jill.”

While focused on collaboration, Carabotta | Steakley is specifically providing a place for other women to thrive and be valued as lawyers. “We are both mothers,” Carabotta says. “We want others to have it all.”

“We want everyone to have some of everything,” Steakley adds, and she believes they can, but only if employees trust the people they work with. Through mentorships and flexible work structures, Carabotta and Steakley are addressing the disproportionate number of men practicing law and fighting against the trend of women leaving the profession earlier and facing disparities in pay. Describing the firm they are creating, Steakley says, “When you come to work, you are safe; you are equal.”

“Our mission is to get our clients from start to finish in the shortest time possible, for the least possible expense and with the greatest possible outcome.”

—Jill Carabotta

Carabotta and Steakley’s mentoring of women is not just about social change, though. It also makes sound business sense. Citing recent data, Carabotta notes that “women win more cases.”

With their trusting and loyal staff in place and growing, Carabotta and Steakley are now handling cases with notable efficiency, homing in on critical details and not wasting time on losing battles. Carabotta says both clients and opposing counsel have taken notice. “They know we do not mess around,” she says.

As Carabotta | Steakley continues to expand, its founders and their team are working on processes and protocol to guide new employees. They are considering where they will head next, and they are dreaming big after their impressive start. At minimum, they intend to soon have several offices statewide and be practicing in new litigation areas. And they intend to continue making a difference for other women lawyers. “We want to be a positive force within the legal profession,” Carabotta says.

Jill Carabotta

Cofounder and Comanaging Partner Carabotta | Steakley

Positive Reinforcement

How Bryan Sinclair’s positive management style sets up his Cisco Systems team for success

By Sarah Kokernot

Jeanette Sinclair, Woodside Images

Bryan Sinclair Senior Director, IP Litigation

Cisco Systems

BRYAN SINCLAIR HAD BEEN A partner at several multinational law firms, but he was itching for a change. He wanted a job as in-house counsel, where he could put his years of experience into practice and foster the best attributes of work environments that he had experienced with several of his incredible mentors. A former colleague from a previous firm, Laurie Wall, called him to let him know about what she described as a “perfect opportunity.” There was an opening to lead the IP litigation team at Cisco Systems, a multinational technology conglomerate that develops, manufactures, and sells

tribunals. His team oversees virtually all IP disputes to which Cisco is a party. Sinclair strives to embody an encouraging, supportive management style. “I want to be the best boss they ever had,” he says frankly.

He trusts his experienced, highly capable team to run cases and make decisions, deferring to them on matters that don’t require his input or involvement—and with a significant number of matters on the broader docket, he can’t afford to micromanage. The trust he places in his team allows them to work independently while seeking his support on key strategic issues and

“My operating principle is that I manage through positive support and instructive guidance.”

networking hardware, software, and telecommunications equipment.

Wall and Sinclair had always had a great working relationship, and her position as a program manager on Cisco’s litigation team put her within earshot of the key decision makers. “She told me that if you send in your résumé, I think I can get you in the short stack,” says Sinclair. Following a very thorough series of interviews, Sinclair was hired as the senior director of intellectual property litigation. It was the best career decision he’d ever made.

Sinclair now manages an IP litigation team of five attorneys and two program managers, who run cases at all levels of the US federal court system, the Patent Trial and Appeals Board (PTAB), as well as several international

significant inflection points in their cases. In connection with his efforts to actively listen and individualize his team members’ work experiences, there are occasional “stretch assignments” that arise and allow them the opportunity to support other practice groups within Cisco’s legal department on a shorter-term, project basis.

“My operating principle is that I manage through positive support and instructive guidance,” says Sinclair. His managerial approach is complemented by the idea that people should enjoy work and understand that their contributions are extremely valuable and the foundation of their professional growth. He strives to be a strong implementer of Cisco’s talent review process, which is driven toward uplifting performance,

thereby enhancing career development and overall employee satisfaction. “We spend so much time at work,” he says. “Life is easier if you’re having fun with the people you work with. I believe my approach also builds a great deal of mutual confidence, trust, transparency, and loyalty.”

Sinclair asks his team to trust their experience, follow their gut instincts, and reach out to him when they encounter an “uncomfortable visceral

reaction.” That’s one of the important times when he offers his input. Even though Sinclair manages a team across the country, he uses Cisco’s immersive video technology and Team Space platform to check in with each team member on a weekly basis. In this way, he ensures they get the support and feedback necessary for their cases and to reach their career goals. They typically sit down, make a list of issues and options, and agree on which way

they should move. Sinclair likens his role to a combination of an offensive and defensive coordinator; the players do the hard work on the field, but he’s ultimately responsible for the playbook. Whether defensive or offensive, Sinclair makes sure that the team’s litigation strategy sends a consistent, harmonized message. For the defensive side, they work to “fend off big touchdown plays and big penalties” that would create bad precedents. On

Jeanette Sinclair, Woodside Images

the offensive side, the vast majority of matters tend to be PTAB proceedings and district cases where Cisco is pushing a claim of patent invalidity. “We don’t take positions in one matter that would makes things difficult in another,” he says. “We don’t deviate broadly in cases, so it won’t come back to hurt us.”

Around the time of his firstyear work anniversary, Sinclair had a conversation with Mark Chandler, Cisco’s executive vice president and chief legal officer. Chandler asked if he had any regrets. “My only regret was that I didn’t do this ten years earlier,” says Sinclair. Mark stopped him there—he reminded him that he might not have been ready for this position ten years before. “It was very insightful and also true that the mileage I had from the trenches has served me incredibly well to make the tougher decisions,” Sinclair says. “I definitely benefited from the additional ten years of experience.” His advice to attorneys looking for in-house counsel roles: be patient and open to opportunities, and when you find yourself in a leadership role, borrow wisdom from your best mentors and be the kind of boss you’d want to have.”

The cutting edge of intellectual property law.

Desmarais LLP is a trial boutique focusing on complex, technology driven disputes. Our lawyers have tried some of the most important intellectual property disputes in recent times for some of the largest companies in the world. Our clients rely on us to protect their most important intellectual property assets, and to defend them from such assertions by others.

Desmarais LLP:

“Bryan is a talented leader and an effective manager with great instincts in intellectual property litigation. His experience and insights have been invaluable as we’ve worked together on some of the industry’s most complex patent cases.”

—John Desmarais, founding partner

Law360, 2018

Practice Group of the Year:

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Cracking Down on Corruption

FOR RICK CASTIGLIA, GENERAL counsel

of defense manufacturer Cubic Corporation’s global defense group (which comprises multiple operating divisions that conduct business around the world), globetrotting is a huge part of the job. Handling all the legal matters for the global defense group, which does business primarily with all branches of the US military and the militaries of at least forty other allied nations, is a gargantuan task. Luckily, Castiglia can rely on his legal and military experience, as well as the company’s dedication to streamlining processes and ethical conduct, to keep Cubic’s defense work going strong.

Castiglia began his career as a commissioned military officer, making him intimately familiar with the demands he must meet in the defense contracting industry. Upon graduation from law school, from 1992 to 1996, he served as an honors program attorney at the Air Force General Counsel’s Office. At the beginning of his tenure at the Pentagon, he was the chief of the US Air Force’s Procurement Fraud Remedies Program (where he worked closely on a daily basis with the US Department of Justice, government investigators, and suspension and debarment officials), and later served as lead counsel for the Air Force in more than one hundred bid protests before the General Accountability Office. After spending a few years at private firms working on government and commercial contracting matters, he found himself at Cubic, where he’s worked since 2005.

By Clint Worthington

Cubic’s Rick Castiglia balances his globetrotting efforts with a meticulously organized routine to keep the defense manufacturer at the top of its game

In a given year, Castiglia spends two to four months on the road, which he says can be “either for a good thing or a bad thing.” The good thing, he says, is negotiating the terms and conditions of his company’s newly won contracts with

Rick Castiglia General Counsel, Global Defense Group Cubic Corporation

allied customers in places, most recently, like New Zealand or Taiwan. And the bad thing? “Solving the problem if we already have a contract and something goes wrong.” Luckily for Castiglia, the latter is a rare occurrence: “95 percent of my travel is for the good reason, and only 5 percent for the bad reason.”

It’s a demanding position, but Castiglia is prepared with more than a few best practices to keep his company working efficiently and competitively. One thing that helps is negotiating fair, unambiguous contracts in the first place, which “goes a long way toward preventing disasters from occurring during actual contract performance,” says Castiglia. Setting out fair, clear, and unambiguous terms and conditions is a key component, as it allows all parties to know their respective rights

and responsibilities before work on the contract even begins and thereby prevents disputes from arising in the first place.

As for the constant travel, Castiglia says he likes it, as long as it’s relatively spread out. “Being on the road three to four weeks consecutively can get a little tough,” he admits. That said, the travel allows him to see the way contract law and procurement processes work in other countries, which he says “keeps the job fresh.”

Regardless of whether he is traveling, Castiglia, as part of a “lean and mean law department,” supports colleagues in branch offices all over the world. Typically, this takes the form of a daily routine in which he tackles matters from colleagues in each time zone as they come in—Asia Pacific and EU offices in the morning, then his company’s East Coast operations, then matters involving his company’s San Diego headquarters in the afternoon, and so on. It can be quite a challenge to juggle so many disparate matters from all parts of the globe—“despite my best intentions, I cannot do everything at once,” he admits—but working with unrelenting efficiency and prioritizing the most important items allows him to stay on top of his many tasks.

In dealing with sensitive matters like defense contracts and technology around the world, avoiding corruption and ethical breaches is often at the forefront of Castiglia’s mind and one of his most important responsibilities. To that end, he leads Cubic’s global anticorruption program to ensure the company’s alignment with ethical best practices. “To effectively do business in local countries, you often need local agents,” says Castiglia, which opens up the possibility of significant legal exposure for

Cubic if those local agents engage in unethical conduct.

Rick Castiglia

We applaud on his groundbreaking accomplishments and his well-deserved recognition and pro le in Modern Counsel. We are honored to continue our relationship with in supporting its mission. Congratulations to our client and friend General CounselGlobal Defense Group, on his feature in Modern Counsel. It is our privilege to partner with Rick and his team at Cubic Corporation.

To mitigate that unavoidable exposure, Cubic thoroughly vets local agents, gives senior execs and key business development staff live annual anticorruption training, and provides online anticorruption training to other Cubic personnel and all agents each year. If his colleagues or agents have a question about whether a proposed action arguably could violate the US Foreign Corrupt Practices Act or similar anticorruption statutes and regulations, Castiglia urges his colleagues and agents to call him for advice first. That proactive approach and interaction has worked very well for Cubic and is an important component of its anticorruption efforts around the globe.

Whether ensuring that the company’s work is on the up and up or negotiating contracts for a host of buyers and partners worldwide, Castiglia feels a sense of purpose with his work at Cubic. “Our code of business ethics isn’t just words on a piece of paper,” he beams. “People actually walk the walk.”

Know the Score

By Paul Snyder

Edward S. Harrison relied on a personal scorecard to find his way to Huntington Ingalls Industries, and he’s now relying on another to ensure the strength of its mergers, acquisitions, and joint ventures

AFTER NEARLY FOURTEEN YEARS with Baker & McKenzie—the Chicago-based international law firm in which he rose to the level of partner—Edward S. Harrison’s decision to move into the corporate world and become an in-house attorney for Huntington Ingalls Industries (HII) didn’t come lightly.

“I enjoyed my time at Baker but noticed that we were getting involved in transactions later and—more and more—becoming hired guns,” he recalls. “I wanted a change, but I had my own scorecard for what I wanted. Among other things, it had to be a sophisticated organization with great people, a strong reputation, and a solid business model.”

HII, the largest military shipbuilding company in the US and a service provider to both government and industry, met those criteria. But, Harrison says, there were still surprises that the transition uncovered. There was a cultural shift, for one, going from Chicago to Newport News, Virginia, and into a different job hierarchy (“When you work in-house, you’re not always the star player anymore; you’re part of the team and evaluated on the team’s performance,” he says). There were also personal changes as he worked to focus on family and improve work/life balance.

Taking it all on was tough, but he’s now settled into his role as director and assistant general counsel for HII. And, he says, he’s come to appreciate the rhythms of the job and his workflow—as well as the opportunities he says weren’t as prevalent in private practice. “I truly get to be a trusted business advisor,” he says. “That’s an incredible thing. I love working closely with such capable business partners and decision

In-House vs. Private Practice

In his own words, Huntington Ingalls Industries’ Edward S. Harrison details the differences between working in-house and for a large private practice:

• “The complexity in navigating shifting priorities differs greatly in-house because you must juggle evolving business opportunities and exigencies, internal initiatives, administrative tasks, and community and home-life commitments. In contrast, private practice requires almost singular focus on key matters in a very different way, and the issue is often more about overall volume.”

• “The manner in which you are evaluated is also very different. Both of my children play basketball, and my best analogy is that private practice is like being a star player on a basketball team, and you are cheered or pilloried based on your performance from game to game, or matter to matter. In contrast, in-house work is much more like being a coach for the basketball team, where you are evaluated on the ongoing collective success and continuous improvement of the team—or the lack thereof.”

• “The need to expand your skill set beyond your area of legal expertise both to advance and better advise your business partners is greater inhouse. Unlike the increasingly specialized nature of private practice, your business partners seek your perspective on a wide range of matters, and, although you cannot be an expert in every area, your ability to spot issues, provide sound business and legal advice, and engage outside expertise as needed is key.”

makers on the front end of the different opportunities that we evaluate.”

Harrison still has a scorecard for success, but today it’s tied to HII’s mergers, acquisitions, and joint ventures. He says such deals constitute the lion’s share of his work, and the scorecard ultimately works to push the company toward a “continuous process of improvement” with each new transaction. “As our business teams look at potential targets or partners to further HII’s goals,” he says, “a comparative analysis takes shape, and you use that information to empower your business partners in negotiations and subsequent operations.”

The scorecard includes items such as goal alignment, cultural fit, financial strength, operational savvy, leadership commitment, business plans, reputation, legal compliance, and assessment of ongoing disputes. Each item is rated on a scale of one (lowest) to five in terms of compatibility, and particularly in the area of joint ventures, Harrison says, assessing these aspects can be an ongoing consideration as you seek to ensure that the parties truly have the proverbial “meeting of the minds.”

“I think truly understanding the goals of a potential partner is a lot more complicated than most people realize,” he says, adding that prospective partners must take the time to communicate their respective goals clearly. “The parties may easily agree that profit is a mutual goal for a venture, but that goal might reflect a desire for the venture to provide substantial distributions to the partners in the short term. In contrast, the other partner may be more focused on using early revenue from the venture to reserve against risks, make capital improvements, and/or invest in growth to meet longer-term goals. How decisions are made, a partner’s financial resources or operational savvy, even their commitment to leadership—there’s a lot to consider.”

Given the size of the corporate transactions that Harrison oversees and the fact that some of HII’s clients are some of the largest and most recognizable in the world, it can be tough to find symbiosis between all the moving parts. And sometimes, he says, it’s the seemingly small details that can threaten to derail the success of a venture if he or his team fails to identify and account for them.

“We were going into an agreement recently with a company where the culture was fairly open and they let employees ride scooters around the office,” he says. “It wasn’t something that we considered at first, and it wasn’t even the kind of thing that would typically be on our radar. But, honestly, if someone hadn’t raised that issue and pointed out

Edward

S. Harrison Director and Assistant General Counsel

Huntington

Ingalls Industries

that this is the kind of company for which such a culture is important to the employees and the company’s success, the integration of the business could have been mishandled.”

It speaks to the larger point of the scorecard and Harrison’s workload at HII. “What I do is try to help find the right people to work together with us in the right way,” he says. “It’s not just about helping the guys at the top or making a big splash in one area of business. This is about continually empowering an entire team to do hard stuff right.”

With the scorekeeping process now solidly in place, Harrison and the HII team are set to continue notching wins for the company as it continues to make major deals.

Hunton Andrews Kurth congratulates our client and friend

Edward S. Harrison, Director & Assistant General CounselCorporate Transactions at Huntington Ingalls Industries, Inc., for recognition of his thought leadership and professionalism.

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, insurance, retail and consumer products, and technology sectors. With offices wellsituated 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.

©2019 Hunton Andrews Kurth LLP

Irene Tostado

A Nimble Approach to Lawyering

By Jeremy Borden

Chicago Park District General Counsel Tim King offers advice on topics from litigation to development deals with the Obama Foundation

WHEN THE OBAMA FOUNDATION BEGAN TO DEVELOP plans with the city of Chicago for the president’s new library in 2014, one of the first big potential impasses soon fell to Tim King.

King is the general counsel for the Chicago Park District, which means he has to be something of a jack of all trades. Any legal issue that arises from the city’s more than 8,000 acres or 613 parks and facilities—from a yet-to-be-constructed championship golf course to white-tablecloth restaurants and hot dog stands—falls somewhere under his team’s purview.

“In a typical workweek, I can start with a call to the Chicago Bears general counsel about a tenancy issue at Soldier Field, then approve the settlement of a workers’ comp case. I can move on to a deal with a FOIA (Freedom of Information Act) matter, advise members of our board and administration on various issues, work on a complicated land-use development deal, weigh in on litigation strategy for an injury lawsuit at one of our harbors, and conclude by re-upping a venue permit for an event like Riot Fest or Pitchfork,” King says. “I can work on almost all aspects of law in just a few days.”

The Park District’s legal staff of about a dozen attorneys includes a workers’ comp lawyer, an employment law expert, three litigators, a real estate and land use specialist, a financial and bond attorney, a couple generalists, and another department that specializes in insurance and risk management. King’s team exemplifies the diversity of experience needed to handle myriad legal issues.

But then there’s just plain experience, and King’s came in handy as the Obama Foundation approached Chicago officials about the former president’s new library.

Tim King General Counsel

Chicago Park District

Chicago Park District’s Tim King encourages work/life balance with these key tenets:

• Foster flexible working conditions. “When we went through the cold snap, some of my female lawyers—I respect that they’re still moms first—needed to work from home. They know what they have to do—they make their own schedules and handle their file load. We have lawyers who just work better from 3 p.m. to 10 p.m. As long as your work is done and you put in a minimum 40-hour workweek, where you do it and how you look while you’re doing it are less important to me.”

• Champion employees—including when they have an opportunity to leave. “I’m big on hiring women, hiring diversely, and hiring from within, and I’m big on people moving on. The general counsel for the airport, lawyers for the state treasurer, city clerk, Cook County board president, and multiple attorneys in private practice … they all got their start in our law department with me. I’m very proud of that. Our younger attorneys, they get to work on all sorts of stuff, and they follow whatever interests them. That’s what’s helpful in these folks’ transition. We’ve got a hidden gem here at the Park District that is this training ground. It’s a family-first type operation—yet a baptism-under-fire training ground. And when it’s time to move on to further your career, I’m going to help you move on.”

• Staying in shape makes better lawyers. King remembers when he went to find a colleague and was told they were out jogging. “Great,” King says of his reaction. “I encourage it. I can’t offer you much. You’re not going to get fame and fortune. You’re going to work on some interesting stuff in a relaxed and friendly work environment. And that atmosphere can help make you a better lawyer. I love when our people are working out or running on their lunch or breaks in our parks. Our HR department probably loves it. And hopefully the morale among the troops is great because you don’t have a boss breathing down your back.”

When it came to how the city could leverage its vast parkland for a new library in former President Obama’s hometown, the situation was tricky from a legal standpoint. Because of case and state law in Illinois (collectively known as the public trust doctrine), King explained, land controlled by the Park District has a high legal barrier to being handed over for any development. And despite ongoing litigation, King says he believes the library plans remain on solid legal footing because the land in question ultimately will be transferred to the city under the Local Government Property Transfer Act and then leased to the library foundation entity.

But the general strategy to foster public-private development partnerships on publicly held land has thrived, in part, as a result of a solution he derived when the district worked with a private high school years ago so it could develop land for its students’ use. What is known as the public trust doctrine boiled down to an essential legal question for the Obama Foundation. As King puts it, “How could a quasi-private foundation legally develop and use public land?”

Land in the city under Park District purview that is supposed to be used as open, public space has strict usage requirements and even stricter barriers if it’s going to be transferred to another entity for a development. King found a way to simplify the issue and craft a solution that was simple yet sometimes difficult to achieve. Essentially, the Park District had to be able to have the right to terminate any agreement transferring control of its parkland at any time. And that requirement is something that any development’s lawyers—who are often spending millions on development costs—balk at.

The solution arose out of a deal the CPD made with Latin School of Chicago to build a championship-grade, artificial-turf soccer field in the heart of Lincoln Park more than ten years ago. The high school’s lawyers didn’t know how they’d get beyond the impasse until King proposed a solution.

Using an amortized payback formula, King offered a repayment schedule for the value of the capital improvement in the event the agreement was ended early. If the Park District wanted to terminate the agreement, they had to pay back the high school based upon the proposed schedule, which factored in depreciation of

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the property over time and useful life expectancy of the improvements made.

The deal made sense for the high school—and for the general public, who use the soccer field more than any other site in the entire park district. Now the park district has used the formula to develop more than twenty other artificial turf fields around the city. And the theory survived a legal challenge at the appellate level. Similar versions of the theory have been employed in almost every land-use transaction since, including King’s renegotiation of the now industry-standard Lollapalooza festival permit agreement.

“Now that is the standard concept that we use,” King says. “And I’ve terminated one agreement in my fourteen years, and that had nothing to do with any breach.”

Such flexible, creative lawyering proves invaluable for members of the Park District’s legal department. Similarly, it is the flexibility and nimbleness within the department that King seeks to impart to those who work there and to newcomers he recruits. A healthy work/life balance is encouraged, and King says that there is no judgment for those who dress down or need to work an alternative schedule—so long as they work a forty-hour workweek.

And then there are those rare times when the relaxed structure of the Park District can help make passion projects happen. An attorney friend had a client with an inkling of an idea that became Riot Fest, the rock and punk festival that has spread from Chicago to Denver, Toronto, and Dallas.

King was able to use his experience and legal know-how to make sure the Park District could provide the venue.

He reminds his staff that while the pay may not be that of a downtown law firm, the perks can be big, like watching something like Riot Fest take off with Park District help.

“That was no more than me being a child of the ‘90s,” King says.

“It is unique to deal with a city attorney who genuinely understands the entertainment business at the level that Tim does,” says Mark Campana, chief operating officer of US concerts at Live Nation. “That has allowed the Chicago Park District to maximize their earnings in this area.”

Joseph Esposito’s Five-Part Philosophy

By Clint Worthington

The senior vice president and associate general counsel of GE Capital Aviation Services can count on one hand the key tenets of his successful leadership approach

SINCE JOSEPH ESPOSITO JOINED GE Capital Aviation Services (GECAS) in 1999, the company has exploded into a world leader in aviation leasing and financing. Today, it offers a variety of services, from aircraft and engine leasing and financing to airframe-parts management. The company owns or services a fleet of more than 1,900 commercial aircraft (1,552 fixed-wing, 350 rotary-wing) in operation or on order. It also provides loans collateralized on roughly 320 additional aircraft. In total, GECAS serves about 250 customers in more than 75 countries, with $43 billion in assets (as of December 2017) and 25 offices around the globe.

Esposito, who has worked his way up from staff attorney to senior vice president and associate general counsel over the past two decades, is grateful to have played a part in GECAS’s tremendous growth. “I have a deep understanding of what drives the company—and how to get the returns we’re looking for,” he says, adding that such abilities are critical for in-house attorneys to be most effective in executing for their employers.

To continue to deliver for the company, he’s developed a comprehensive leadership philosophy based on five major principles: meritocracy, collaboration, partnership, accountability, and mentorship. Here, he breaks down the importance of each one.

Meritocracy

Esposito firmly believes in business as a meritocracy, and this belief heavily informs his leadership style at GECAS. A culture of meritocracy is a “pillar for success,” he says, and to this end, he hires and promotes based largely on performance. Esposito has learned at GECAS that it’s not just about a team’s results; it’s about how those results are

achieved by each member. “It’s the what you do and how you do it” that interests him most, he says.

A meritocracy, Esposito adds, is also a fundamental component to ensuring that work is done with integrity, cooperation, and the right temperament. Operating any other way shortchanges your business, your customers, and your investors alike. “I’m blessed to be in an organization where this is fully embraced,” he says.

Collaboration

“There aren’t many things we do around here that don’t require collaboration to be successful,” Esposito says.

He’s proud to note that GECAS has institutionalized a sense of collaboration throughout the entire organization, not just within his legal team. For instance, for every account, GECAS assembles a team of experts from various departments—marketing, risk underwriting, legal, accounting, insurance, tech, and more—to structure transactions with the customers and investors.

Within his department, Esposito fosters further collaboration through an open-door policy for all and regular meetings with his staff. “Anyone who comes here experiences far more collaboration than they expected or experienced before,” Esposito says. “Knowing you have people pulling together and helping each other out elevates everyone.”

Partnership

While Esposito’s purview extends primarily to GECAS’s legal department, he also feels a responsibility to be a partner to the business as a whole. “As attorneys, we need to have a deep understanding of the business we’re in,” he says, adding

Joseph Esposito SVP and Associate General Counsel GE Capital Aviation Services

that he requires his team to be agile and forward-thinking.

When working out transactions with customers, for example, attorneys can often get caught up in small technical or legal points, which may not be important in the overall context of a deal. To address this, Esposito encourages his staff to build relationships with the business teams, gain their confidence, and give them a seat at the table. “My goal is to help others understand and appreciate that strategy, which might let them get something better elsewhere if you concede that smaller point,” he says. “That mind-set is critical for a shop like ours, where the attor-

James Gallacher

neys are on the front end of the business, helping to meet our customers’ needs.”

Accountability

As a leader, Esposito works diligently to hold himself accountable to his team. “There are two sides of the coin: advocacy and accountability,” he says. “It’s important to be an advocate for your team and for oneself, but you have to remain accountable.”

A vital component of this effort is recognizing when he has made mistakes, embracing them, and learning from them as best he can so that he can avoid them in the future. It helps him maintain trust, credibility, and confidence with his team. “Transparency helps performance,” he says.

Mentorship

Last but not least, Esposito places a great deal of importance on the professional development of his staff. “You need to build your team to meet the business’s needs, now and in the future,” he says, adding that he’s specifically dedicated to facilitating leadership qualities in his talent.

Esposito works hard to find “the levers for energizing” the people on his team, which are more complicated than one might think. “Obviously, compensation is important, but there are many others, such as people being purpose or challenge driven,” he says. “They want to know their work is impactful and will make a difference, and some want to be challenged by getting those stretch assignments or taking on greater responsibilities.”

Esposito largely credits GECAS’s robust training and management programs with his ability to provide strong mentorship to his team members. The University at GE provides weeks-long training sessions at campuses such as the main one in Crotonville, New York, for support, development, and leadership skills. He also credits the general counsel of all the businesses within GECAS, John Ludden. “One of John’s guiding principles is to expand the knowledge of not only those in the legal function but also all employees across the board,” Esposito says. The attorneys at GECAS hold or sponsor training sessions for all employees on various topics throughout each year

As Esposito continues to practice this and the other tenets of his leadership philosophy, he’s certain they will lead to continued growth for GECAS and the company’s immense talent.

Joseph Esposito of GE Capital Aviation Services is an exceptional lawyer and leader with an unyielding commitment to quality and integrity. We have been privileged to work alongside him for GECAS.

Power in the Past, Present, and Future

By Russ Klettke

John Burnett wrestles with legacy issues, the possibilities ahead, and present-day price impacts to help lead Duke Energy forward

John Burnett Deputy General Counsel

Duke Energy Corporation

Scott Richie

IN ADDITION TO THE STANDARD THREE DIMENSIONS of reality—length, width, and height—John Burnett wrestles daily with the fourth dimension: time.

As deputy general counsel for Duke Energy, he must constantly be thinking about the past, present, and future, all of which overlap and interact. What happened forty years ago and what will happen forty years from now all play into the regional energy giant’s decisions and actions today.

The company’s past, Burnett says, includes an electrical grid largely built over many decades of the twentieth century. The thousands of miles of aging high-voltage transmission lines, plus substations that step down that voltage to a level that can be used by homes and businesses, are essential to modern life. But the nation’s grid system is challenged by new threats and evolving opportunities.

And because coal was a primary fuel for electricity generation in the twentieth century—and remains a source for roughly a third of generation today—millions of tons of residual ash, a waste by-product, linger in various storage facilities across the country.

This is where the past melds into the present. Many companies, including Duke, have continued to evolve their practices, adding new technology to ensure that coal ash continues to be managed in a way that is safe for the public and surrounding environment. “To give you an example of how technology has changed, decades ago, coal ash was released into the air with other emissions,” Burnett says. “New equipment was added to capture it; then the material was stored in coal-ash basins. Today we’ve moved to dry, lined storage solutions and are retiring basins.”

As the industry has evolved, so has coal-ash regulation. “These regulations require closing down the unlined basins by safely capping them in place, excavating the material, or even recycling it,” Burnett says. “It can be used in ultrahard premium concrete, turning waste into valuable construction material.”

As a lead attorney, Burnett has to satisfy several constituencies in helping determine how the ash is safely managed. “We have to show state environmental regulators that we are being compliant with the law,” he says. “But I also have to show energy regulators that we are being reasonable and prudent with the economics of this disposal.” Both the environmental

“We can’t solve all our problems in a vacuum. We need to find a coalescence of view.”

and economic factors have a direct impact on energy consumers as well.

Similarly, Burnett’s help with Duke’s grid modernization also requires the consideration of stakeholders with different interests, including utility regulators, environmental watchdogs, legislators, and end users. Originally, Duke conceived a plan titled “Power/Forward Carolinas,” a ten-year project proposed in 2017 and slated to cost almost $16 billion. Among other things, the plan was intended to harden the grid against extreme weather and cyberattacks, help expand renewable-energy production with energy-storage projects, and stimulate jobs and local economic activity.

State energy regulators did not approve Duke’s original plan, but Burnett and his colleagues are determined to find solutions by working with stakeholders. “It was a ten-year view,” Burnett says. “Our regulators liked it in spirit, but ten years is a long time out, and

We

congratulate John Burnett, Deputy General Counsel at Duke Energy Corporation, for his accomplishments.

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.

it was a lot of money. The message we got was to rethink it.”

The rethinking entails taking a three-year approach. The plan’s priorities still include grid protection from cyberattacks and natural disasters; the optimization of assets, with heavy cost-benefit analysis; and overall modernization—but only for the essentials. The reason for this, as Burnett explains it, is that it’s very hard to predict what the needs and technologies will be in 2029. “‘No change’ will not work,” he says. “But, to imagine we’ll go 100 percent solar that quickly is not likely, either. We have to keep our options open and balanced.”

The rapid pace of technological change everywhere, particularly in energy, is the driver behind Duke’s strategy. “Consider the rapid transformation in the past ten years,” Burnett says. “With shale gas, the renewable-tech boom, and energy storage on the horizon, this is very much about change that benefits our customers.”

Among the innovations he does think can be adopted in the next three years or so are Integrated Volt/VAR Control systems, which will help smooth out the production peaks and valleys of renewables such as wind and solar. It’s a beneficial technology that will require support from people in the political, financial, scientific, and societal sectors. “We can’t solve all our problems in a vacuum,” Burnett says. “We need to find a coalescence of view.” He and his colleagues have already begun to work on this, including through a set of workshops involving such parties as the Sierra Club and the American Association of Retired Persons.

A military veteran with six years and two tours of duty in Iraq under his belt, Burnett is a strong believer in collaboration, and to this end, he says, he operates as one-third lawyer and two-thirds businessperson. “There were sandstorms and 120-degree temperatures in Iraq,” he says. “What I learned was the importance of teams—and to be strategic.”

With such values in mind, Burnett will be able to continue handling all of Duke’s opportunities— electricity generation, storage, transmission, and waste disposal—from every dimension.”

©2019 Hunton Andrews Kurth LLP

Championing Innovation at Charleston Laboratories

By KC Esper

George Scott, Charleston Laboratories’ chief legal officer and general counsel, oversees the legal procedure behind creating a new medication

UNLIKE MANY GENERAL COUNSEL, GEORGE SCOTT

never thought law would be his end goal. An esteemed football player and accomplished musician in college, he wanted to pursue a career that helped people while also exercising his passions. In adulthood, Scott realized that his passion for sports and music would not necessarily grant him stability in his future, but they would be his key to opening doors to discover his end goal.

“At a young age, my overall concept of my future was through the lens of an athlete,” Scott says. “I didn’t rely on having financial security through my sport, but it was definitely the reason why I went to school and was able to pay for it. It opened a lot of avenues for me. But I always knew that I was going to do something else to satisfy my mission to help people.”

Just days before the NFL draft, Scott terminated his relationship with his agent and devoted himself to the business of music. Though writing and performing were great loves on their own, Scott realized that they taught him how to handle corporate aspects of the field, which inspired him to enroll in business school—and later, law school. At his first law firm, Nexsen Pruet, Scott’s partners recognized him as a rare piece in their puzzle. On top of a background in business, he was filled with firsthand knowledge of sports and entertainment. When an account with a popular entertainer opened, Scott was the obvious choice to take charge. From that moment on, Scott started building a network of athletes, entertainers, and healthcare professionals, propelling him beyond associate level.

As he climbed the ladder of law, he found that one particular client—Charleston Laboratories (Charleston)—piqued an especially deep-rooted interest. The CEO of Charleston was a former athlete with an objective to create a new pain medication that quelled common side effects for injured patients. Coming from a similar background, Scott immediately felt drawn to the mission. “It was a natural fit,” Scott explains. “I could relate to his mentality of how he wanted to run the business because he had an athlete’s mentality. He

“We make sure that our patients understand who we are. We aren’t big pharma and we don’t pretend to be. So we are going to do things differently to responsibly help them through recovery.”

understood the bigger purpose. In football, you put in a lot of time and effort for a little bit of success. That translates into the fundamentals of hard work and the nature of business.” Within a few years of working side by side with Charleston, Scott was asked to work in-house and was eventually named their chief legal officer and general counsel.

Charleston aims to make pain medication more tolerable and alleviate regressive results. From a patient’s perspective, Scott deems grappling with nausea and

vomiting some of the most debilitating side effects of pain medicine. Not only is feeling nauseated universally exhausting, but nausea and vomiting also “detrimentally affect someone’s rehabilitation” by delaying the functionality of the medicine. From a lawyer’s standpoint, Scott understands that with the creation of new medication comes an intricate review process to ensure that Charleston’s practices are matching FDA regulations. With these details in mind, Scott’s approach to law enforces the importance of knowing the framework of the practice, then filling that frame creatively to explore solutions that were not previously considered.

“Our team engages in detailed, strategic conversations multiple times a day to brainstorm approaches or proactively anticipate outcomes,” Scott says. “We challenge ourselves to not just accept the basic, to consider methods that haven’t been done before, and question why they haven’t been done. We’ve learned how to manage that ‘why’ and come up with solutions that work for us. Many times, when you start to look at why something hasn’t been done before, it’s probably because they have never tried it.”

All these solutions work together to support Charleston’s goal of bettering recovery processes for clients. With his childhood ambition of altruism guiding his work, Scott cherishes the company’s emphasis on going beyond the bottom line. As an organization composed of people who have dealt firsthand with the complications of injury, Charleston’s infrastructure genuinely empathizes with those it seeks to help. While his team functions under this common goal, Scott stresses the importance of “making sure individuals understand the value of their role” and “never waste a moment when they take the next step.” The culture of teamwork and efficiency at Charleston lends itself to the identity they share with their clients: “We make sure that our patients understand who we are. We aren’t big pharma and we don’t pretend to be. So we are going to do things differently to responsibly help them through recovery.”

Greenberg Traurig, LLP:

“Greenberg Traurig congratulates George A. Scott Jr. of Charleston Laboratories. We are honored to work with George and Charleston Laboratories in their mission to improve people’s lives around the globe.”

—Bridget Berry, Shareholder

Greenberg Traurig applauds the leadership and accomplishments of George A. Scott Jr., Chief Legal Officer and General Counsel at Charleston Laboratories. We are proud of our partnership with Charleston Laboratories and we look forward to continuing our work with George and the company.

It Takes a Village

Inspired by female colleagues, senior legal counsel Amy Mulchay pays it forward, promoting diversity and inclusion at Gordon Food Service

By Valerie Menard

Amy Mulchay Senior Legal Counsel, North America Gordon Food Service

AMY MULCHAY, SENIOR LEGAL COUNSEL, NORTH

America at Gordon Food Service, knew from a young age that she would have to blaze a trail to become the first lawyer in her family. But when she began her legal career, she noticed an encouraging sign: she was surrounded by women in positions of power. They would inspire her to shift her career toward diversity and inclusion (D&I) to impact the corporate culture and create opportunities for women and people of color.

“Being in the legal practice for ten years, I always reported to a female superior, but that’s not usual,” she says. “I realized that I’m in a unique position. Seeing women in leadership in my profession” as well as watching Meg Alli, her mentor at Flagstar Bank, coach “so many other young female attorneys, including myself, I felt I needed to find a way to do more and step into a role where I’m involved in operations and changing the culture of a company—where I can build relationships, on various levels, from human resources (HR) to legal matters, and use those relationships and knowledge to have influence in this space.”

Naturally inquisitive and a critical thinker, the Detroit native and middle child of Dan and Pattie Driscoll did not embrace the legal profession blindly. She made sure that she investigated the prospect fully.

“I would write papers and interview friends whose parents were lawyers for school assignments to get more information,” she says. “I was interested in the critical thinking side of the legal profession. It’s how my brain works, so it felt like a natural fit.”

Although her goal was clear, she still needed encouragement to pursue it. That came from her first mentor, Matt Blasi, the supervisor at a skating rink where she worked while in college. Hired to work as a receptionist, she was eventually promoted to youth hockey manager.

“He gave me room to grow and built my confidence,” she says. “He saw something in me and set me up for success.”

“I like to resolve issues and problems by building connections that work for everyone. That’s the most rewarding part of my job.”

In 2001, she entered Wayne State University in Detroit, Michigan, where she earned a Bachelor of Science in business administration and marketing, and in 2008, she graduated with a law degree, also from Wayne State. After graduating, she worked in a law firm as outside counsel and then switched to in-house counsel at Flagstar Bank. This was also where she met Meg Alli, who encouraged her to pursue the D&I path at Gordon.

“Meg taught me about legal issues and helped me develop nontraditional skills,” she says. “She taught me how to be a leader through communication and to develop my business acumen. Those skills can often be more important than the knowledge of the law.”

She joined the in-house counsel team at Gordon in 2015, when the company was under three open

audits from the Office of Federal Contract Compliance Programs regarding adverse findings in warehouse hiring practices. Rather than let that intimidate her, she embraced the challenge.

“I was joining a 120-year old-company that had hired an in-house general counsel only a year and a half previously. I was only the second attorney brought in by the general counsel and the only one focused on labor and employment,” she says. “I thought, ‘How can I partner with HR and use my relationships and background to support these initiatives in our organization?’ I’ve had the opportunity to see the benefits of diversity in my personal experience. Now I get the chance to have a say in how legal will look supporting the business and how we can be innovative in our approach.”

She worked for two years through the audit process, partnering with HR compliance to understand the company’s focus and align their affirmative action efforts with the legal requirements to put a baseline in place.

“We focused on building compliance plans in the right way, measuring the right metrics, building a more strategic approach with affirmative action around the legal requirements for D&I, and building a good business case for understanding the benefits of a diversified workforce,” she says.

Like her role models, she embraces the chance to mentor others as well as to interact with people to educate and inform them about the need for D&I.

“I’ve had people thank me for providing them with a new insight,” she says. “I like to resolve issues and problems by building connections that work for everyone. That’s the most rewarding part of my job.”

Miller Johnson is proud to be a core partner of and we congratulate Amy Mulchay on her outstanding achievements in the legal profession.

Miller, Johnson, Snell & Cummiskey, PLC:

“Amy brings a high level of legal expertise to complex employment problems. And she has the wisdom and savvy to navigate the real-world personal and business aspects of workplace issues. It’s obvious to us why Amy is a trusted advisor for the Gordon Food Service team.”

—Bill Fallon, Member

Anne Blake-Dreher VP and Assistant General Counsel of Global Labor, Employment, & Security

Perrigo Company

Spring Harbison

Building Awareness at Perrigo

Assistant General Counsel Anne Blake-Dreher welcomes the chance to dispel misperceptions and bias for greater diversity and inclusion at Perrigo

By Valerie Menard

THERE’S A REASON TO KILL A MOCKINGBIRD BY Harper Lee is required reading—its profound message of acceptance and understanding inspires booklovers of all ages. As a child, Anne Blake-Dreher planned to become an archaeologist or a paleontologist when she grew up. Then, at age eleven, she read To Kill a Mockingbird and had a change of heart.

“After reading it, I knew I wanted to be a lawyer, to be able to help people and to help prevent and stop racism, which struck me as so unfair, wrong, ignorant, and made no sense,” says Blake-Dreher, vice president, assistant general counsel, global labor & employment, security at Perrigo Company. “In To Kill a Mockingbird, I saw what a difference a lawyer could make, and I wanted to make a difference, too.”

The youngest of nine children, Blake-Dreher was an enthusiastic student, and she remembers the influence her teachers had on her, particularly when tragedy struck. She lost several siblings as a child; today, only six remain. In sixth grade, her sister died by suicide. Blake-Dreher says she was struck by the kindness and concern certain teachers demonstrated.

“I was fortunate enough to have good relationships and a lot of female teachers in elementary school who were kind and caring,” she says. “After my sister died, two teachers really stepped up, touching base with me and my family. In addition to being supportive and encouraging, they also challenged me academically and got me into various gifted and talented programs offered by the school.”

She never lost her conviction that she could change lives as a lawyer. She studied prelaw at Michigan State University and then entered law school at Wayne State University in 1996. Her passion for labor and employment law didn’t crystallize, however, until she had a summer internship during law school with Miller, Canfield, Paddock, and Stone, one of Michigan’s oldest and largest law firms at the time.

“I had the opportunity to work with different groups who shared an affinity for righting wrongs,” she says. “I was attracted to labor and employment because it’s where I felt I could make a major impact.”

After five years at the law firm, she found her first in-house counsel position at Guardian Industries, where she stayed for more than eleven years before moving to Meijer as senior counsel of labor

“Having that openness and willingness, and a seat at the table, made it easier to focus on diversity in all its forms.”

and employment in 2016. She joined Perrigo, a global healthcare company, near the end of 2016.

In Blake-Dreher’s experience, she’s found that in order to have an impact, she has to influence the corporate culture by addressing and changing misconceptions through education. She’s happy to do it.

“Part of the role of in-house counsel is to coach, interact with, mentor, and influence all areas of the organization,” she says. “I love to teach people. I’ve done a ton of training. I’m educating them, helping employees wrap their heads around unconscious bias: what does it mean, what is the law, and what should they do and not do.”

As a labor and employment legal team of one at Perrigo, she’s had to build relationships in human resources (HR) and compliance to help her achieve her goals. Happily, they were eager to have her.

“I work with amazingly smart, brilliant, and talented HR professionals who wanted a business partner and were thrilled to have me here,” she says. “Having that openness and willingness, and a seat at the table, made it easier to focus on diversity in all its forms.”

Specifically, for Disability Awareness Month, she helped increase understanding of the Americans with Disabilities Act at Perrigo. She’s worked on building a business case for restarting diversity and inclusion initiatives at the company. She has also focused on the company’s Management Essentials training program to increase the awareness around these issues by training all levels of management.

“I have a pretty unique, global role and I’m the only one that does it,” she says. “But I’m really blessed to have the opportunity to work with people from the board of directors down to the shop floor, as well as the opportunity and ability to coach and interact with women leaders across Perrigo, and when we have any issues, to provide awareness and education.”

Drinker Biddle & Reath LLP:

“Anne is a proactive and collaborative problem solver who cares deeply about her work, Perrigo, and the people with whom she works. It is always a pleasure to work with Anne as her outside counsel.”

—Christine

M. Kong, Partner

A Shared Commitment To Elevating the Role of Women in Law

Drinker Biddle salutes the attorneys honored in this special edition of Modern Counsel, including our esteemed client and colleague, Perrigo Assistant General Counsel, Anne Blake-Dreher. We share the commitment of Perrigo and other enlightened organizations to recruiting, empowering and promoting women attorneys.

From the Fairways to Finance

David Schaffer, deputy general counsel at Point72, pursued a career on the links before becoming a lawyer. Here, he breaks down how golf’s lessons impact his legal work.

By Randall Colburn

David Schaffer Deputy General Counsel of Private Equity & Strategic Transactions Point72

LIFE IS RARELY A STRAIGHT PATH, BUT FOR DAVID Schaffer, the zigs and zags have been particularly dramatic. He’s gone from the fairways of Southern California’s top golf courses to the streets of Taiwan to boardrooms hosting high-stakes legal negotiations.

Today, he’s the deputy general counsel of private equity and strategic transactions at Point72, a global asset-management firm thriving under the leadership of investor and hedge fund manager Steven A. Cohen. Schaffer was instrumental in the firm’s successful 2018, closing on more than fifty external private equity, venture capital, and fund investments in that year alone. And with a legal team that, over the past three years, has been rebuilt and rejuvenated under the leadership of chief legal officer Kevin O’Connor, it’s looking like 2019 will be even more fruitful.

His life almost went in an entirely different direction, however. When he was just twelve years old, he discovered a love of golf while hitting up local driving ranges with his older brothers. That passion grew over the years, and in high school, Schaffer was ranked the fourth-best junior golfer in San Diego County, a distinction that scored him a scholarship from the All-American Collegiate Golf Foundation to compete for the teams at Loyola Marymount University and San Diego State University (SDSU), both Division I schools.

Dissatisfied with his performance at tournaments, however, he decided to try something entirely new. “I was ready to do something different and, frankly, something intellectually challenging, so I started studying Chinese,” he says. “I really enjoyed it, had a knack for it, and ended up getting a scholarship to study Mandarin Chinese in Taiwan through the Taiwan Ministry of Education.”

After graduating from SDSU with distinction, he decided to pursue a JD and MBA at Pepperdine University, in Malibu, and his language skills ended up influencing his direction in private practice a few years later. Litigation didn’t engage him; he was more interested in the collaborative nature of corporate transactional law. “Part of it is just my personality,” Schaffer says. “It’s kind of corny, but I prefer to help build something by bringing

Gaynor

Yeung

David Schaffer tees off on the eighteenth hole of the Old Course at St. Andrews in Scotland.

people together, and deal work is, by its nature, more conducive to that.”

His interests led him to Point72, but he still speaks Chinese “pretty well,” and while golf is no longer his main priority, he still enjoys playing whenever he can manage to squeeze it in. In fact, the lessons he has learned from the sport resonate in his legal work. Here, he breaks down four of the key philosophies he’s taken from the links to the business world.

Keep It Cool

Critical in the game of golf, according to Schaffer, is the ability to limit your highs and lows. “It’s good to stay generally pretty unemotional,” he says. “Don’t get too down on yourself if you have a bad shot or a bad hole—or too high on yourself after a great hole. Instead, just move along and start thinking about the next shot.”

In the working world, he adds, you also have to consider your temperament. “That’s what I do as a lawyer,” he says. “I try to stay even-keeled and recognize, as I did in golf, that sometimes things happen that are outside my control. It’s a hard lesson to learn, to distinguish between what’s in your control and what’s outside of it and to roll with the things that you can’t control—while in the meantime trying to limit the bleeding, so to speak.”

Remember Course Management

In golf, there’s a key strategic concept called “course management.” “Basically, you chart the path to a hole while you’re standing on the tee box, and oftentimes the best course of action is not a direct path,” Schaffer says. “In other words, you shouldn’t always shoot for the pin. Sometimes it’s best to lay up a little and then chip on from there.”

A business transaction, he notes, can operate similarly, with negotiations often requiring a more roundabout route toward a resolution. “When you’re negotiating, sometimes you need to steer a deal in a particular direction when you’re not getting what it is that you’re requesting,” Schaffer says. “Regardless of how much leverage you have, you’ll likely still need to compromise a bit by giving up X, Y, and Z in order to get A, B, and C—recognizing that a negotiated deal is usually better than no deal.”

Expertise Spotlight

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The firm’s attorneys draw on decades of collective experience to provide efficient legal services with a high level of sophistication. Their extensive knowledge of the privateequity, venture capital, and investmentmanagement industries enables them to provide clients with insights on structuring, deal terms, industry trends, and current practices—and to approach client service from a practical perspective.

Moreover, the seasoned attorneys in the firm’s Litigation and Government & Internal Investigations practice groups (including past SEC officials and former prosecutors) represent corporations, investment funds, investment advisers, brokerdealers, and individual clients in connection with a variety of commercial disputes and in connection with criminal and regulatory investigations, at both the federal and state level.

Finn Dixon & Herling’s ability to provide its clients with solutionoriented advice on a wide range of business law issues is reflected in it being the only firm named to Chambers USA 2018’s top tier, “Band 1”, for Corporate/M&A law firms in Connecticut. The firm has been in the top tier for fifteen straight years.

We congratulate our former partner

David Schaffer of Point72 on his accomplishments. It is our pleasure to work with David and Point72.

Wiggin and Dana is a full-service law firm that represents clients throughout the country and abroad from offices in Connecticut, New York, Philadelphia, Washington, DC, and Palm Beach.

Wiggin and Dana provides a broad range of legal services to meet the needs of our diverse client base. Our clients include publicly traded companies, private equity funds, family offices and their portfolio companies, entrepreneurs and emerging growth companies, real estate developers, financial institutions and individuals.

Play with Integrity

“You can tell a lot about a person based on how they act on a golf course,” Schaffer says, noting how the intimacy of a four- to five-hour walk around a course has impacted the way he operates socially and professionally. On a base level, for example, the sport can really help you become more courteous and patient, not to mention a better conversationalist.

While these qualities have helped Schaffer immeasurably throughout his legal career, there’s another course behavior that’s helped him become a better professional: “It’s the only sport I can think of where you have people regularly calling penalties on themselves,” he says, recalling the times he’s done it himself in tournaments. “To me, it speaks to their integrity.”

Outside counsel who’ve worked with Schaffer respect his integrity greatly. “David manages deals like a consummate professional,” says Charles J. Downey III, cohead of the private equity and corporate group at Finn Dixon & Herling in Stamford, Connecticut. “He focuses on the most important points and makes sure that he addresses the deal points that are important to the other side.”

And integrity is key not just in Schaffer’s industry; it’s also part of Point72’s entire ethos. “While we’re obviously focused on generating the highest returns for our investors, we don’t consider integrity and performance to be mutually exclusive,” he says.

Respect the Opposition

As an in-house lawyer, Schaffer often has an opportunity to hire outside counsel and, in more than one instance, he has actually sought out and hired counsel who have worked across the table from him on deals. “I had good experiences with them as opposing counsel,” he says. “I found them professional as well as forceful for their client, so, even though they were at one time opposite me, I reached out and engaged them.”

Sportsmanship like that has been a key factor leading to Schaffer’s success, and it’s sure to lead to more in the future, in the office at Point72 and back on the course.

Dixon & Herling LLP is proud to work with David Schaffer and the Point72 team

Finn Dixon & Herling LLP provides advice and representation to clients in connection with mergers, acquisitions and other corporate transactions, debt finance, investment management, securities, tax, executive compensation, bankruptcy, government investigations, and litigation. The firm has been ranked in the Chambers USA rankings’ top tier, “Band 1”, for Corporate/M&A law firms in Connecticut for the past fifteen years.

Manny Sanchez’s

By Geoff George

The founder of Sanchez Daniels & Hoffman details how he came to found his minority business enterprise at just the right time and how his firm presents a “win-win-win” opportunity for companies hiring external counsel

Mighty MBE

Photos by Gillian Fry

IN 1987, AT THE AGE OF THIRTY-NINE, WHAT MANNY Sanchez took as opportunities to speak candidly turned out to be anything but, and he suddenly found himself out of a job with the big law firm where he had been a partner. He called his mother that night, tearful, and as the two of them worried over his future, he heard a click—his father getting on the line with some tough love. “He goes, ‘You quit crying, you big baby,’” Sanchez recalls. “And honest to God, literally the tears that were welling on the top of my upper lip got sucked back into my eyeballs. My dad said, ‘I told you when you graduated from that Ivy League school that you should start your own business. Now maybe you’ll listen to me.’”

Sanchez did, and the firing and the wake-up call from his father turned out to be the best things to ever happen to him. The UPenn alum started his own business, Sanchez & Daniels (now Sanchez Daniels & Hoffman) shortly thereafter, and today it’s one of the largest law firm minority business enterprises (MBEs) in the US. The achievement is largely thanks to a combination of Sanchez’s networking pluck, his firm’s incomparable work, and a shift in the value of diversity in the business world over the past three decades.

Sanchez could see this shift coming down the pipeline all the way back in 1987. The country was just coming out of a recession at the time, and companies weren’t looking for new external counsel to partner with. Many were even cutting back. So Sanchez knew that his firm needed a unique hook, and he’d just read a magazine article about how the 1990s were going to be the “Decade of the Latino.” His friend John Daniels had been pushing him for a few years to start a law firm with him called Daniels & Sanchez, but Sanchez made a counterproposal: a firm called Sanchez & Daniels, with at least 51 percent minority ownership to qualify as an MBE.

“In the not-too-distant future,” Sanchez told Daniels, “post-baby boomer leaders of private and publicly held corporations in this country will see the value in embracing diversity, not looking at it as an affirmative action matter but instead saying, ‘Wow, more and more of our customers are Latino, more of our workforce is Latino, more of our clients are Latino.” At the same time, Sanchez could see changes

Manny Sanchez Founder

Sanchez Daniels & Hoffman

beginning to happen in the public sector, with local, state, and federal entities telling businesses wishing to earn major government contracts that they needed to show proof of minority participation, including in the area of professional services.

Sanchez dived into the evolving business landscape with a three-word mantra: “network, network, network.” He joined a number of nonprofit boards, and he qualified his firm for the American Bar Association’s first ever Minority Counsel Demonstration Program, which took twenty MBE law firms from across the US and helped pair them with Fortune 500 companies for high-profile work. His firm took on litigation for Chrysler, Ford, GM, Aetna, and McDonald’s, among others, and began to grow its reputation. Today, it’s one of only three of the original twenty MBE firms left.

In 1997, shortly after securing big-time work with Ameritech by meeting with its new leader at a fundraiser, Sanchez was profiled in Crain’s Chicago Business under the headline “Man, oh Manny: Meet Chicago’s uberschmoozer.” Word spread much faster after that, and Sanchez Daniels & Hoffman gained the attention of not just lawyers but the business community at large.

The firm has since continued to do top work for major companies. Around 2004, Exelon and ComEd hired the firm to begin handling its defense in asbestos litigation, and in one of the biggest cases, in 2008, rather than accepting what many thought would be a multimillion-dollar settlement, the firm defended the company at trial and won. Then, in 2010, it spent two weeks at trial defending Ford from a $14.7 million settlement in a similar case. The firm is now considered a leading civil defense firm in asbestos cases.

The firm is also known for its work in productliability and employment law. Around 2012, it notched an unlikely win against the Equal Employment Opportunity Commission in a discrimination case against U-Haul. And, more recently, a doctor with the

“The success for me turned out to be becoming an entrepreneur, where I could build a winning business platform and at the same time push the envelope on diversity.”

Cook County Health and Hospital System sued the hospital for violation of the Illinois Whistleblower Act, seeking $9.1 million in damages, but with Sanchez and his firm on the hospital’s side, the doctor walked away with nothing.

The way Sanchez sees it, companies that choose to hire his firm enjoy a “win-win-win” return on the decision. Not only does his firm do top work, but by hiring it as an MBE, the hiring companies can secure their chance at government contracts—and contracts with certain private entities—that today mandate a significant amount of work be allotted to MBEs. There’s also an economic benefit, in the form of tax rebates and (at some companies) internal spending incentives directed toward D&I hiring. In short, what Sanchez saw approaching way back in 1987 has now fully come to pass, and his firm has positioned itself perfectly to suit current needs.

Sanchez intends to continue pushing inclusion, both at his own firm and beyond. “I believe in gender balance and diversity,” he says. “The real world is a melting pot of everything, and that’s what I have pursued.” He also recently met with other prominent Latino leaders at the United Nations to discuss strategies for getting out more of the Latino vote in the 2020 elections. It’s a cause close to his heart. He’s daily surrounded and fueled by the love of his wife, Pat Pulido Sanchez, and his four children, five grandchildren, and one great-grandson, and he wants to ensure the future is bright for all of them. “We owe it to our children and to our grandchildren, to the next generation of Latinos in this country, to do something at the political level, at the ballot box,” he says.

Looking back, Sanchez is glad things took the turn they did in 1987, for the loss of his job turned out to be the catalyzing force of a lifetime, changing things for the better not only for him but those around him. “Before I got fired, I was more than content to live what was then viewed as the perfect lifestyle: live in the suburbs, take the train down to the city, be a success as a lawyer, and then go right back to the suburbs,” he says. “This is not the ultimate success. The success for me turned out to be becoming an entrepreneur, where I could build a winning business platform and at the same time push the envelope on diversity.”

The Energy Created by Synergy

By KC Esper

Jennifer Schwitzer Associate General Counsel

Schneider National

Betsy Giffin

Associate General Counsel Jennifer Schwitzer leads Schneider National’s Logistics segment by translating her willingness to learn into her ability to lead

AT SEVENTEEN, JENNIFER SCHWITZER already knew she wanted to be a lawyer. Her passion for problem-solving, the environment, and learning all came together under the umbrella of law, and she could envision the steps to achieve her goal plotted on an invisible line in front of her throughout her young adulthood. Originally, when the time came to enter law school, she planned to become an environmental lawyer. But by graduation, she recognized another passion, energy law, and decided to pursue it instead.

After graduation, she dived wholeheartedly into the field, starting as an attorney advisor for the Federal Energy Regulatory Commission, which seeks to standardize the rates of electricity and natural gas nationally. She went on to work at a few law firms in the DC metro area and witnessed the rise and tumultuous fall of Enron.

While she commends the Commission for granting her the project that helped launch the rest of her career, she decided after some time in DC that she wanted to take a break from big law firms and explore career options outside of the city that matched her skill set as much as her values. Schwitzer moved to Wisconsin to raise her family and find

a position that satisfied her desire for the next step in her career in a different, more intimate environment. Shortly after her move to Wisconsin, she also explored careers outside of energy. In fact, inspired by a brief conversation on top of a double-decker bus at a friend’s wedding in London, she soon took on an entirely new business venture. Early in her time in DC, she discovered Five Guys Burgers and Fries Restaurant, and after talking to a colleague who owned a franchise in Miami with several stores, she decided to open her own franchise in Green Bay, Wisconsin, with some partners. This ambitious feat required her to balance her time between her new role at Integrys Energy Services, her family, and all the nuances involved with starting, running, and owning a business.

“This franchise was my baby; I was largely accountable for its success,” Schwitzer says. “I learned the entire life cycle of owning a business—acquiring the franchise, scouting store locations, leasing space, hiring a general contractor, supply chain management, finding good, hardworking employees, and in the end, selling it.”

Once the franchise was sold, Schwitzer’s desire to continuously

learn didn’t stop. When she discovered an open position for an associate general counsel at transportation and logistics company Schneider National, she applied, asking key questions about the company’s culture before committing to the job. At Schneider, Schwitzer supports the company’s logistics segment, which includes oversight of the company’s brokerage, supply chain management, North American import/export, and warehousing divisions. She also supports Schneider’s intermodal and Mexico divisions as well as finance and handles the company’s antitrust matters. Certainly, Schwitzer’s role covers a lot of bases, but effectively managing these roles has become second nature due to her versatile background.

“Transitioning from energy to transportation was both easy and difficult,” she explains. “Energy and transportation are both regulated industries; both involve providing a service and moving a product from point A to point B. But I had to learn about the technical aspects and intricacies involved with transportation and logistics. My position requires having an open mind and thinking critically, creatively, and strategically. I set high expectations for

We congratulate Jennifer Schwitzer for her leadership, innovation, and service as Associate General Counsel at Schneider National.

myself, and I push myself and my team to provide excellent legal support and add value for the enterprise every day.”

In alignment with Schwitzer’s personal values, Schneider’s core values are: Safety First And Always, Integrity In Every Action, Respect For All, and Excellence In What We Do. These values drive the work that Schneider associates do every day, influencing every decision and hire so that the company operates in accordance with the company’s mission and vision. Within her own team, Schwitzer emphasizes an additional philosophy that aligns with the business’s values. She says, “Our legal team’s philosophy is to first be a good person, second a good business partner, and third a good attorney—in that order. Compromising our values is never an option. We partner with the business to create innovative solutions for problems to achieve the ‘how,’ rather than responding with a ‘no.’”

Schwitzer leads her team hoping to instill the same drive and passion she has for her work while simultaneously reiterating that work should not be the only thing in one’s life. Instead, through her leadership, she hopes to inspire, challenge, encourage, and bring purpose to her colleagues so that their work doesn’t feel burdensome. As a single mother of two, Schwitzer has learned to balance life and work, to embrace mistakes and celebrate wins, and to continually push herself to champion her roles both inside and outside the office. “It’s important to work hard, but also be able to adapt and adjust your lifestyle to fit in everything you wish to accomplish. I never ask for perfection. Instead, I ask that you own your work and try your best.”

Through the scope of her work, Schwitzer has used each opportunity and interaction to collect new life lessons. As a natural academic, she tries to learn from and make the best of all situations—good or bad—and to adjust her leading style accordingly. She cherishes healthy relationships and strives to model them for her team. During her tenure at Schneider, she has successfully negotiated contracts with two rail providers and various debt instruments, worked collaboratively to exclude the US Trade Representative’s proposed tariff on intermodal containers produced in China, and even obtained a company plane for business purposes. While her job’s versatility keeps Schwitzer feeling enriched, she says that her curiosity, determination, and passion for her work will never cease.

McGuireWoods LLP:

“Jennifer brings uniquely smart, creative, and business-oriented approaches to legal issues. She is a talented attorney, and we greatly appreciate our opportunities to work with her.”

—Amy Manning, Partner

American Builders Quarterly highlights leaders and projects on the cutting edge of today’s US building industry. For editorial consideration, contact info@americanbuildersquarterly.com

The Future of Energy

“ENGINEERS AND ACCOUNTANTS GET jobs out of college, and I didn’t want to be an engineer,” Daniel Belhumeur says. So he got a master’s degree in accounting at Texas A&M.

While at UHY Advisors (now BDO Advisors) in Houston, he was one of the forensic accountants assigned to work on the Enron securities fraud case. “We worked pretty closely with one of the plaintiff law firms, and some of those guys helped convince me that I didn’t want to be a CPA the rest of my life,” he recalls. “They helped inspire me to go to law school.”

While getting a JD at the University of Kansas School of Law, Belhumeur worked part-time at Cheniere Energy. “It was the early 2000s, and the US thought it was running out of natural gas, which prompted LNG deregulation. Cheniere procured deep-water land rights off the coast of Louisiana and quickly transformed from a twenty-person seismic mapping firm to an energy company employing three hundred,” Belhumeur explains.

His boss from UHY was hired to be head of Cheniere’s tax department, and Belhumeur followed, joining the company in 2007 as a full-time junior tax lawyer. “My job was assisting with the management of Cheniere’s master limited partnership,” he says.

By Bridgett Novak

Tellurian general counsel Daniel Belhumeur encounters challenges and excitement in the thriving liquid natural gas (LNG) industry

The financial crisis hit the following year. “Cheniere laid off a significant amount of its workforce in 2008,” he recalls. “We were heavily leveraged and in survival mode. The in-house legal team dropped to about two or three. I was asked to stay to support the restructuring of the company and work on strategic alternatives. I ended up wearing lots of hats, doing all kinds of tax and legal work.”

Those efforts paid off, as the company did much more than just survive the recession. It focused its development efforts on two liquid natural gas (LNG) projects: the Sabine Pass terminal in Louisiana and the Corpus Christi terminal in Texas. It is now on track to be one of the top five suppliers of LNG by 2020. However, in 2015, there was a major regime change.

“All the key members of the leadership team that I had worked with for over ten years left,” Belhumeur says. The new CEO brought in several of his own people, and even though Belhumeur was asked to stay, he wanted more of a challenge. “Some of the executives had moved to Tellurian, which was also in the LNG business,” he says. “It was starting from scratch, so it needed a lot of work done, from both a legal and financial standpoint. I thought it would be really interesting, and they were inviting me to join as general counsel.”

One of his first tasks was to handle a reverse merger with Magellan Petroleum to get Tellurian into the public market. Tellurian raised about $230 million over the second half of 2016 from General Electric and Total, a French energy company.

That healthy jump-start, along with continued investments, has enabled Tellurian, which is based in Houston, to embark on an ambitious path. Its key focus is the Driftwood project—a production and export terminal south of Lake Charles, Louisiana, that will, upon completion, be capable of processing about 27 million tons per annum (mtpa) of LNG.

“It’s exciting to be on the ground floor of this burgeoning business,” Belhumeur says. “Once construction

Daniel Belhumeur General Counsel Tellurian

Baker Botts is proud to recognize the achievements of Daniel Belhumeur and the entire Tellurian legal and commercial team.

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begins, we think the Driftwood facility will be the largest privately funded infrastructure project in the US.” The terminal is scheduled to employ 350 people and produce its first LNG in 2023.

As is common in the petroleum industry, all sorts of arrangements and partnerships are being forged to secure long-term production capabilities. As a result, Tellurian is seeking to secure 15 tcf of natural

“It feels good to work in an industry that has such far-reaching benefits, like delivering a source of reliable, cleaner energy.”

gas resources and currently owns about 10,800 net acres of natural gas properties in northern Louisiana.

“There is a lot of gas being produced in the US. Gas will be transported via pipeline to our Driftwood facility. It will then be cooled, condensed, and liquified, which minimizes its volume by 600 to 1,” Belhumeur explains. “That makes it possible to transport it more safely and efficiently. It will then be shipped to plants around the world, where the process will be reversed. The gas will then be available to markets that are in need of fuel.”

According to Shell’s “LNG Outlook 2019,” global demand for LNG increased by 27 million tons in 2018, for a total of 319 million tons. Much of this was fueled by a 40 percent (or 16 million ton) increase in

China, which is trying to wean itself from coal to improve its urban air quality. LNG demand is projected to reach about 384 million tons in 2020.

“LNG is a valuable fuel source not just economically but environmentally. It will continue to grow in market share and help us reduce our dependence on other fossil fuels,” Belhumeur says. “It feels good to work in an industry that has such far-reaching benefits, like delivering a source of reliable, cleaner energy.”

Akin Gump Strauss Hauer & Feld LLP:

“With nearly twenty years of energy industry experience, as both an accountant and attorney, Daniel brings invaluable insight to the complex projects he leads. Smart, strategic, hardworking, and business savvy, Daniel makes partnering together a true pleasure.”

—Jim Wetwiska, Partner

Baker Botts L.L.P:

“Daniel is an outstanding lawyer. He carefully balances legal analysis and commercial objectives. Daniel sees the big picture and works to bring different moving pieces together in a sound and effective solution.”

—Steven Miles, Partner

Morgan Lewis:

“Daniel is leading Tellurian’s legal team through the highly complex world of international joint ventures in the LNG space. His LLM in taxation from Georgetown Law gives him unique perspective. It’s a privilege to work with him.”

—Bill McKee, Partner

LOUISIANA | TEXAS

Linda Perez Clark, Managing Partner

We congratulate DANIEL BELHUMEUR General Counsel and Chief Compliance Officer at Tellurian Inc., for his career accomplishments and well-deserved recognition by Modern Counsel .

By Will Grant

The Rock in the Storm

TPG’s Ashleigh Blaylock maintains a steady presence during her clients’ most difficult and often high-stakes situations

IF YOU WIND UP AT ASHLEIGH BLAYLOCK’S DESK, you’ve likely found yourself facing a difficult situation. The deputy general counsel of litigation, investigations, and restructuring for TPG is fully aware of the reputation her title carries, given her involvement in the issues that naturally arise as part a global enterprise with more than $103 billion in assets under management. “I joke that sometimes my role is perceived as the grim reaper,” Blaylock says. “Every matter I work on is either financial distress or a litigation scenario that carries some risk of liability with it.”

Not only does Blaylock enjoy her difficult work, but she’s filling a role she had a hand in helping craft. The role reflects her extensive financial restructuring experience, strong communication skills, calming demeanor, and innate ability to empathize professionally (as well as personally) with her clients.

Blaylock came to TPG in March 2016, in a deputy general counsel role as a corporate generalist. But within TPG’s legal team, Blaylock’s deep expertise in complex—and often adversarial—legal situations soon became evident, and she found herself working on such matters within the firm’s portfolio. When Brad Berenson joined as TPG’s general counsel in March 2017, he thought he might need to add someone to his department to specifically oversee firm litigation and related matters and, potentially, restructuring. When he saw that he already had the right talent in the form of Blaylock, though, he realized TPG didn’t need to hire again.

Ashleigh Blaylock Deputy General Counsel of Litigation, Investigations, and Restructuring TPG Capital

Blaylock says that TPG is lucky enough not to experience a significant amount of litigation and that companies in its portfolio do not often experience financial distress. However, given the size and scope of both, issues unavoidably arise. “It’s important to have someone who has the skills to manage these matters and to deliver that expertise to the business,” Blaylock says. “By centralizing the handling of litigation matters and providing a legal resource in restructuring, the firm can ensure we navigate these situations with consistency and more cost-effectively— adding meaningful value by lowering the firm’s overall risk profile.”

“When we first discussed formalizing my role, we weren’t sure how much of my time would be required,” Blaylock says. “We initially thought maybe I would spend 20 percent of my time on these matters. It soon became very clear that 20 percent was more like 120 percent.” Blaylock’s scope was reoriented to address the need, enabling her to work with companies directly on such matters while also partnering with leadership to think through potential risks, proactively prepare, and help manage against them. A title change recognizing her specialization quickly followed.

Prior private-firm experience helped prepare Blaylock for some of the harder parts of her job at TPG. Among other clients, she had represented a family-run commodities company that had seen success at the height of the natural gas commodities market but entered Chapter 11 bankruptcy during the energy downturn and was eventually sold. “That was hard to watch,” she says. “The CEO was part of the family who founded the business. You are unfortunately helping manage a situa-

tion where he is selling the business his family built to ensure the maximization of value for stakeholders.” Blaylock says it’s imperative in such situations to be empathetic and thoughtful while also driving toward the right end result, even when those closest to it may not be able to see it at the time.

“In this role, particularly as an outside advisor, you’re almost always also a therapist,” Blaylock says, noting that this part of the role often goes unnoticed and can be a challenge for many attorneys. “Your client has emotional needs, just like they have legal needs. You’re best served if you understand both the factual perspective of your clients—what they might need out

“You’re best served if you understand both the factual perspective of your clients—what they might need out of a situation—but also their emotional perspective.”

of a situation—but also their emotional perspective.” Blaylock says if lawyers can do that, they can often provide even better counsel because they can calibrate their advice in a way that resonates more clearly and immediately with their clients.

Communication, both with clients in a law firm setting and now with her internal clients, is one of Blaylock’s strengths. “I employ two primary guiding principles in my practice: being consistently responsive and available and constantly refining the ability to take a complex legal issue and translate it into readily understandable business impact,” she says. “I think my style resonates with the deal teams and my

other clients and colleagues because that’s what they’re looking for.” Blaylock notes that the key to success in her role is providing thoughtful, concise, and actionable advice that helps achieve business goals while keeping the firm and its portfolio safe.

Her external counsel partners have been impressed with her approach. “Ashleigh is a strong litigator, a strategic thinker, and a very effective communicator,” says Josh Greenblatt, a litigation partner with Kirkland & Ellis. “She tackles even the most difficult situations seeking solutions rather than just crisis management.”

“Ashleigh is a standout amongst her peers,” adds David Meyer, a partner at Vinson & Elkins. “Thanks to her wide range of expertise, unrelenting work ethic, and collaborative work style, we are able to navigate the difficult challenges and issues presented in our matters. It is truly a privilege working with her.”

In a risk-mitigating role where “success” has an inherently different meaning, Blaylock has sometimes had to adopt a different perspective to recognize her wins. “It’s never, ‘I just made the firm millions of dollars,’” she says with a laugh. “It’s, ‘I’ve helped save us from losing money or by mitigating or eliminating a potentially significant liability.’”

Looking ahead, to bring even more value to TPG, Blaylock is exploring ways to leverage technology to overhaul the way TPG communicates with internal and external stakeholders about the matters within her purview. “Given the type of business we run, we make routine disclosures to investors, regulators, and others,” she says. “To date, we haven’t had an effective system where we can allow the folks who are working

Expertise Spotlight

Vinson & Elkins’s people are the firm’s strongest asset. Collaborating seamlessly across fourteen offices worldwide, they provide outstanding client service. They are committed to excellence, offering clients experience in handling transactions, investments, projects, and disputes across the globe.

Established in Houston in 1917 by William A. Vinson and James A. Elkins, the firm’s time-tested role as a trusted advisor has made it a go-to law firm for many of the world’s leading businesses. It brings competitive strength, insight, and know-how to guide its clients through their most complex corporate transactions, significant investments, and offensive and defensive maneuvering to protect applicable interests.

Vinson & Elkins has represented TPG and TPG portfolio companies in myriad situations for more than a decade, including in connection with complex corporate transactions, special-situations investments, and litigation matters.

Expertise Spotlight

Consistently ranked as a leading firm in bankruptcy and restructuring in Chambers USA and in corporate restructuring in The Legal 500 US , Debevoise’s Business Restructuring & Workouts Group develops practical and innovative solutions to clients’ complex transactional and litigation problems.

The group frequently plays a leading role in high-profile outof-court restructurings, strategic transactions involving troubled businesses, Chapter 11 cases, and cross-border insolvencies. It advises companies, creditors, sponsors, boards of directors, acquirers, and other parties in interest in complex distressed situations. Its lawyers are widely recognized by clients and peers for providing business-oriented and sophisticated advice on the myriad legal issues triggered by financial distress.

The team draws on the extensive and diverse resources of a major international law firm—which includes top-ranked practices in finance, mergers and acquisitions, tax, litigation, internal investigations, financial institutions, executive compensation, and real estate—to develop practical, comprehensive, and innovative solutions to restructuring problems. The end result is a multidisciplinary practice that has won the admiration of clients. As stated in Chambers USA , “They know our goals and our interests as a client. They bring the right people whose expertise is among the best.”

Expertise Spotlight

Founded in 1931, Weil, Gotshal & Manges has been a preeminent provider of legal services for more than eighty years. With approximately 1,100 lawyers in offices on three continents, Weil has been a pioneer in establishing a geographic footprint that has allowed the firm to partner with clients wherever they do business. The firm’s four departments—corporate, litigation, business finance & restructuring, and tax, executive compensation & benefits—and more than two dozen practice groups are consistently recognized as leaders in their respective fields. Weil has become a highly visible leader among major law firms for its innovative diversity and pro bono initiatives, the product of a comprehensive and long-term commitment that has ingrained these values into our culture.

Referred to by The American Lawyer as the gold standard of the bankruptcy bar, Weil’s business finance & restructuring department is considered a leader in the world and maintains a significant presence in the firm’s US and European offices. The firm’s lawyers counsel a uniquely wide range of constituencies, including debtors, creditors, equity holders, committees, and potential purchasers of troubled companies or their assets. In addition to its preeminent position assisting troubled companies, including having served as chief debtors’ counsel in five of the six largest US bankruptcy filings in history, Weil’s restructuring lawyers have advised several nations seeking to develop sophisticated laws governing insolvency and restructuring.

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on those types of disclosures, reports, or diligence efforts to really self-serve.”

Having identified an inefficiency in this key area, Blaylock has taken the initiative to oversee the development of infrastructure to solve it. The result will be a platform—built by leveraging existing technology at the firm—that will provide relevant parties access to critical information as and when needed, instead of, as she puts it, “reinventing the wheel every single time.”

She says the mere idea of escaping the Excel spreadsheet so often employed to track pending matters should be motivation enough to find something better.

Refining TPG’s information tracking and disclosure processes will make the crossover between the risk mitigation aspect of Blaylock’s role and the

“We were able to position the business to restructure and move forward as a going concern, keeping employees in their jobs and preserving a sixty-yearold brand.”

day-to-day operations of the firm more efficient and seamless. And outside counsel have taken notice of the efficiency measures as well. “Ashleigh has the complete package of in-house lawyering skills: excellent technical ability combined with a deep practical streak and an innate sense of when to delegate and when to take the reins on her own,” says M. Natasha Labovitz, chair of the business restructuring and workouts group at Debevoise & Plimpton.

While Blaylock has a knack for identifying and addressing inefficiencies, she says the true satisfaction she gets from her job is evidenced in one of its recent “bad-gone-better” scenarios. A fast-casual dining chain in the firm’s portfolio had found itself in Chapter 11 bankruptcy, but Blaylock says she and TPG deployed significant internal and external resources to support the company through the process, even when it could have been easier to simply liquidate. The result was a quick and efficient Chapter 11 that concluded with a change of ownership and delivered the balance sheet.

PROUD TO SUPPORT

We celebrate our clients’ successes as if they were our own.

V&E salutes Ashleigh Blaylock for her continued success and contributions in shaping TPG into one of the largest private investment firms in the world.

Vinson & Elkins LLP Attorneys at Law

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appreciates the opportunity to serve the legal and business needs of Ashleigh Blaylock

Deputy General Counsel Litigation, Investigations and Restructuring and her team at TPG Global.

We are proud to join Ashleigh in supporting the Campaign for Female Education and its mission to empower young women in sub-Saharan Africa.

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“We were able to position the business to restructure and move forward as a going concern, keeping employees in their jobs and preserving a sixty-yearold brand,” Blaylock says. “That, to me, is success. It doesn’t necessarily result in dollars in the bank, but that’s not always my definition of success, particularly in a restructuring scenario. It’s those types of wins that really make this job.”

Weil, Gotshal & Manges LLP:

“The Business Finance & Restructuring Department at Weil would like to congratulate Ashleigh Blaylock for being honored by Modern Counsel.”

—Ray C. Schrock P.C., Co-Chair, Business Finance & Restructuring Department

Ropes & Gray LLP:

“Ropes & Gray is honored to work with Ashleigh Blaylock and the TPG team. We greatly value our partnership, and look forward to continue helping them achieve critical legal and business goals.”

—Dan McCaughey, Partner

Expertise Spotlight

Kirkland & Ellis LLP is a 2,500-attorney law firm representing global clients in restructuring; M&A, private equity, and other corporate transactions; complex litigation, dispute resolution, and arbitration; and intellectual property matters across multiple industries, including consumer and retail, energy, healthcare, industrials, media, real estate, and technology. The firm has fourteen offices around the world, in Beijing, Boston, Chicago, Dallas, Hong Kong, Houston, London, Los Angeles, Munich, New York, Palo Alto, San Francisco, Shanghai, and Washington, DC.

Named Best Law Firm of the Year at The American Lawyer ’s inaugural American Lawyer Industry Awards in December 2018, Kirkland offers the highest-quality legal advice coupled with extraordinary, tailored service to deliver exceptional results to clients and help their businesses succeed. The firm invests in the brightest legal talent and builds dynamic teams that operate at the pinnacle of their respective areas. Kirkland prides itself on having lawyers across all practice areas who work together as an integrated, multidisciplinary team to provide seamless service with a focus on innovative, pragmatic problem-solving. The firm also aims to make a difference in its clients’ businesses and communities, and it is committed to providing top-notch pro bono legal services. Kirkland & Ellis believes in empowering its lawyers, encouraging entrepreneurialism, operating ethically and with integrity, and collaborating to bring its best to every engagement.

Congratulations to Ashleigh Blaylock of TPG Global for her new role in leading the Firm’s Litigation, Investigations & Restructurings and for her well-deserved recognition in Modern Counsel.

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

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

Kirkland & Ellis is proud to join in recognizing our friend and client

Ashleigh Blaylock

We salute Ashleigh for her extraordinary success as Head of Litigation, Investigations and Restructuring at TPG Capital and look forward to continuing our collaboration with TPG and its exceptional legal team.

Weil has been a preeminent provider of legal services for more than 80 years. With approximately 1,100 lawyers in offices on three continents, Weil has been a pioneer in establishing a geographic footprint that has allowed the Firm to partner with clients wherever they do business. The Firm’s four departments – Corporate, Litigation, Business Finance & Restructuring, and Tax, Executive Compensation & Benefits –are consistently recognized as leaders in their respective fields.

Weil, Gotshal & Manges

solutions.

A Successful Spinoff

By Peter Fabris

Trinity Industries’ Jared Richardson was instrumental in dividing the multibillion-dollar corporation into two distinct entities

Richardson VP and Secretary

Jared

Trinity Industries

FOUNDED IN 1933, TRINITY INDUSTRIES had grown impressively from two small propane tank companies into a diversified multibillion-dollar manufacturing business by the 2010s. But there was a challenge with its business structure. Investors told top management that they had difficulty valuing the company due to its different lines of businesses.

In December 2017, Trinity sought to remedy that perception by separating into two independent public companies: Trinity, the larger business, would continue focusing on railcar manufacturing, leasing, and maintenance, and Arcosa would focus on infrastructure-related products. The rationale was that the two entities could better and more logically align their strategic objectives and capital allocation with a tighter focus on their respective lines of business.

The complex transaction required executives who had worked together for years to agree on how to divide assets and staff so that both entities would be well positioned to succeed. Enter Jared Richardson, an experienced corporate attorney who worked through the details of the deal. The legal team’s efforts ensured a smooth allocation of resources and personnel for the two companies, and they found creative solutions for the continuing work of the business’s separated legal teams.

“The companies were very intertwined,” says Richardson, today vice president and secretary for Trinity. “Trinity had never operated as separate companies. The spinoff was all hands on deck, going all the way up to the board.”

At the time, Richardson was serving as general counsel of the rail group, and he was put on double duty,

stepping into the corporate secretary role for Trinity as Arcosa was spun off. His day-to-day corporate activities included drafting and reviewing securities disclosure documents as he also worked on the spinoff and managed all of the rail group’s legal matters.

Among the first tasks to complete the transition was to help assign operational people for each entity. This was fairly straightforward: railcar personnel would stay with Trinity, and infrastructure specialists would go to Arcosa, for example. Much trickier was determining how to allocate resources for shared corporate services, such as IT and human resources.

Additionally, in typical business negotiations, each side bargains according to self-interest, but this situation was a bit different. “We were negotiating with people we knew well and had good relationships with,” Richardson says. “Ultimately, we were trying to get both companies on solid footing. In some ways, that made for easier negotiating.”

Beyond divvying up personnel and assets, there were seemingly innumerable details that had to be addressed in the primary transaction documents. For example, the employee-matters agreement had to assign responsibility for benefits programs, determine employee seniority levels, and account

Alayna MacPherson Photography

for collective-bargaining agreements that were in place in certain facilities. There were also issues related to performance-based awards and employee-stock awards that had not yet vested that had to be resolved.

At the top, separating the companies also meant dividing the board between Trinity and Arcosa. As corporate secretary for Trinity, Richardson was intimately involved with recruiting three new directors, which became a fairly timeconsuming process. Good candidates not only had to be the right fit in terms of experience and personality; they also had to be available when Trinity held board meetings, which was sometimes a deal breaker. After the new directors were finally selected, it was critical to orient them quickly. “The onboarding process gets magnified in importance when you add three new people at once,” Richardson says.

One of the legal team’s key contributions during the process was to review Trinity’s legal structure and the legal challenges it would face during and after the spinoff. The legal department’s billing-tracking system had to be replicated for Arcosa, and copies of appropriate documents pertaining to ongoing litigation had to be moved to the new company. The legal team also had to determine how best to provide Arcosa’s lawyers with access to any Trinity-held documents they might need after the split, in future legal matters. “You have to preserve attorneyclient privilege,” Richardson says. The solution was to have the information-governance group track and process such document requests. If a request is approved today, the documents are transmitted via a secure file-transfer system.

When the transaction was finally completed, on November 1, 2018, Richardson was able to reflect on the lessons he learned from the potentially once-in-a-career event. “Attention to detail is critical,” he says. “There were hundreds—if not thousands—of tasks with a lot of steps dependent on other steps taken by other people.”

Also, he adds, agility is paramount. “You have to be able to turn on a dime from one task to the next and transition smoothly when something unexpected comes up,” he says.

Today, he focuses on various matters to help the new Trinity grow and thrive, including innovative financing arrangements for purchasing and leasing railcars. He has aided with the creation of special-purpose entities that borrow to buy railcars and use the revenue from leasing those cars to pay off the debt.

Such efforts will keep Trinity chugging along, and its more sharply honed industry focus has brought more clarity to its investors. Breaking up with Arcosa was hard to do, but in the end it has worked out well for both parties.

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Adapting in Dubai

By Joseph Kay

Photos by Siddharth Siva

James Goodman explains how his experience attuning himself to the legal concerns of the Middle East later helped him build up and lock down Viking Services’ global legal processes

BY DECEMBER 2018, WHEN JAMES

Goodman sits down for his interview with Modern Counsel , it’s finally cooling down in Dubai, UAE, where he has lived since 2013. The humidity is relenting, and the beaches are filling up; if you ever have the chance to see the UAE—and, according to Goodman, everyone should—come during the social season, between December and May. “I’ve had family visit,” Goodman says. “Some of them are not overly keen. Most, however, would be ready to move here. It’s the kind of place everyone should see at least once.”

Much as Goodman has adjusted to the climate of the coastal Middle East, he has also adapted to the particular legal challenges there, and he has helped companies in the region adapt in kind. Today he is doing so as general counsel & company secretary for Viking Services, an international provider of integrated well solutions and support, which he joined in 2016, at

a time of upheaval in the industry. Since then, he has helped develop the business’s legal, compliance, and secretarial functions and streamline its processes, and it now operates with the ease of a sunny, temperate Dubai day.

Goodman didn’t begin his career in the UAE. He grew up and completed his law studies in the United Kingdom. After university, he spent a period working as a junior policy advisor on Capitol Hill in Washington, DC. That education and experience, he says, afforded him unique opportunities in the Middle East, where he found that his British education and particular skill set were in demand. He served in a number of private roles and consulting positions across the region, but once he arrived at Viking, he felt that the oil and gas industry—pardon the pun—fueled him like no other.

“I love the strategy side of it,” he says. “In private practice, you know only your part: this is the law, this what

you can or can’t do. Here, in-house, you have to think outside the box and collaborate with a wide variety of stakeholders and departments. Advice becomes less theoretical and more practical; the question becomes how to get to ‘yes.’ In other words, lawyers have to climb down from the ivory tower and start advancing the priorities of the business whenever and however legally possible to do so.”

Viking’s head office, in Dubai, operates as a lean strategic-management company, helmed by a former Halliburton executive. The head office provides support and guidance in each of the group’s operations. When Goodman

legal and compliance processes applicable to every Viking Group entity was no modest challenge. Indeed, and with every step, Goodman and his team discovered new complications. For example, he found no regularity in contract drafting and execution: contractual requirements were inconsistent, and contracts were executed based on diverse local and subjective parameters.

“When you have so many things coming from so many different sides, it’s easy to not follow standard protocol and include all necessary viewpoints,” Goodman says. “In fact, there is so much to execute that the business only occasionally requested advice from

“Commercial is king when in-house, but a business should always ensure that it has reviewed, measured, and discussed the potential exposure to material risk before choosing to proceed.”

came aboard, the business had recently completed a major shareholder restructuring and was still finding its footing. At that point, it became paramount to sort out the group’s corporate structure and establish comprehensive, fit-for-purpose legal and compliance processes.

“When I joined, there was nobody to pick up the work,” Goodman recalls. “All the previous legal team had left the group, and the previous management was unable to assist. We were trying to identify the structure of the group, which was complex and relatively opaque.”

At that time, Viking had thirty-six operating entities based in twenty-one territories. With such a complicated structure, introducing a suite of new

subject matter experts such as in-house counsel. “That’s been my biggest challenge,” Goodman says. “Commercial is king when in-house, but a business should always ensure that it has reviewed, measured, and discussed the potential exposure to material risk before choosing to proceed. Because lawyers are experts in risk assessment and management, this can only, in my view, be satisfied once legal has reviewed and advised. This was not happening when I first joined, resulting in many sleepless nights.”

Today, every contract goes through Goodman or one of his team members. They review these agreements with the utmost scrutiny to best protect the

James Goodman General Counsel

business. It is important for the legal department to continue driving the awareness of contractual risk, as any material mistake can result in significant financial loss.

That, according to Goodman, is how legal helps aid the group’s business objectives and growth. During his two years with Viking, revenue has tripled, and clear legal and compliance parameters have been set that help govern how Viking does business in each of its challenging jurisdictions and guard against complacency.

Going forward, Viking is pursuing opportunities in more countries on the European continent, including Bulgaria and Ukraine, to name a couple. The company is still, by its own admission, a smaller player, but Goodman says the specificity and consistency of its legal and commercial processes is positioning it to be competitive. When further opportunities arise to partner with large operators, the company is now on a solid footing and perfectly placed to prove its pedigree.

With Goodman now immersed in the oil and gas sector, he doesn’t foresee leaving the industry. He is always eager to continue his development and find new ways to adapt, and what’s clear is that the sector’s tendency to offer up distinctive challenges means he’ll have the opportunity to do so for years to come. “There is a strong possibility that I will stay in this industry,” he says. “I think it’s the only sector that is not fully institutionalized. You will never have the answer to every question, and come to think of it, you can’t trust anyone who says they know and have experienced everything. As long as my experiences and career continue in a progressive manner and I continue to learn, I’m happy.”

HVG Law:

“A few years ago James stepped in at the right moment in a complex restructuring of Viking and a difficult market. With his hands-on mentality and knowledge about the oil and gas industry, he has managed to handle challenging issues since then. His social skills contribute to the pleasure of working with him.”

—Arie Dirk de With and Caspar van der Winden, senior managers

Evaluate

A look at the logistical challenges, evolving regulations, industry shifts, and cultural concerns outside the office that lawyers must analyze and navigate to manage their impact inside the office

The First Sixty Days

Wabash National’s Melanie Margolin makes an immediate impact on redefining legal’s role in the business

By Billy Yost

Melanie Margolin SVP, General Counsel, and Corporate Secretary

“WHEN YOU GET INTO THE PRACTICE OF LAW, YOU get so ingrained in the processes of how we do things,” says Melanie Margolin, senior vice president, general counsel, and corporate secretary at Wabash National, a leading producer of semitrailers, truck bodies, and liquid transportation systems. “You intuitively don’t want to change those processes, but I’ve always found that when I moved into the next level of technology, it’s easier. It makes your life better.”

The general counsel has leveraged a progressive approach to technological adoption with a passion for leadership development and helped Wabash National extensively overhaul several critical law functions, including its retention of outside counsel and alignment of lawyers to the business’s needs.

Margolin says that coming to Wabash National after holding several roles at Cummins helped her develop a sense of how to maintain a consistent perspective of legal’s role as a partner with the business. The Cummins executive team’s deep operational focus and emphasis on creating a culture of true teamwork and respect helped inform the way that Margolin has evolved her team at Wabash National.

It also meant a different approach when taking on her new role. “As a person gets more senior in her career, I think it’s pretty natural to gain more patience,” Margolin says. “In my earlier years, I would have wanted to change the way we do everything in legal right away.”

Instead, Margolin says she decided to step back and observe. “For the first sixty days, I got to know the people and started to learn the business. I assessed my legal team; I looked at the work that they were doing and how they were getting all of that work from the business teams.” Margolin spoke to many business stakeholders and the leadership team and examined how they had all interacted with legal in the past. She integrated benchmarking tools to figure out how legal was delivering services to the company and where best practices could be improved.

“My team knows this because I say it five times a week. We are not supposed to be the road to ‘no.’”

Margolin, who sits on the Wabash National executive committee, then presented to the committee what she had learned. “I presented fifteen or sixteen PowerPoint slides on the state of the legal function and how it compared to other like companies,” Margolin says. After robust discussion and engagement, and with the committee’s backing, Margolin was free to essentially rework legal.

It was important for Margolin to create a vision for her department. “It’s really hard to inspire people to drive towards excellence if they don’t have a mission,” Margolin says. The mission? “We’re going to become a best-in-class legal function, where we provide proactive legal and business advice to the company on its strategic initiatives and risk mitigation issues.”

Lawyers were placed in business units, and within those units, Margolin integrated a shared service model. “We aligned people’s skills with the business’s initiatives and the strategic projects that we had going on,” Margolin says. If one lawyer within a business unit doesn’t have the requisite skills or specialty to provide a necessary service within a unit, that primary

lawyer is still responsible for tracking down the service the business needs and making sure that the process is seamless. It’s a “one point of contact” request from the business to its lead lawyer.

Margolin’s approach to tech has also helped enhance several of Wabash National’s legal goals. The entire department quickly shifted to OneDrive to allow a more collaborative approach with the business. Moving files onto SharePoint instead of the fifteen-year-old onsite drive means more documents are accessible and records are better maintained, essentially turning legal into an efficient, self-contained firm.

Wabash National also contracted Qualmet to assist in its convergence process, helping vet and prepare metrics and provide 360 feedback between the legal function and the firms providing legal services to the company. Margolin says the company is a great partner and added value as soon as they came onboard.

The convergence process was necessary because when Margolin was hired, Wabash National had many firms doing work for the company in North America, which created myriad inefficiencies. “Our legal spend is under $10 million,” Margolin says. “And no firm was getting the lion’s share, just bits and pieces.” It made it difficult to retain trusted outside counsel whom the business knew when moving from issue to issue. Wabash National had other process improvements to make with its law firms, and those would be easiest to make with a new selection of firms.

Margolin culled the list of law firms on file along with new firms with which she had relationships and firms suggested by other lawyers at Wabash National. After an extensive written request for the proposal and interview process, the list was whittled down to seventeen preferred firms. Margolin and the other six top executives at Wabash National met with the preferred firms over two days at company headquarters in Indiana, emphasizing interfirm communication and an adherence to the One Wabash National Legal service model.

The general counsel also made it very clear that diversity and inclusion are key tenets of her practice. “We only get better and get the right decision made when we have diversity in the room and those opinions are included at the table,”

Margolin

Wabash

Lathrop Gage welcomes the opportunity to recognize Melanie Margolin, whose innovative work for Wabash National is helping to blaze new trails. We are proud to partner with her and be along for her journey.

Margolin says. “The firms were aware from the beginning of the process that diversity was going to be important and that I expect them to staff matters with diverse lawyers, and have those lawyers doing meaningful work with leaders in our company.”

The convergence process has been an important achievement for the general counsel, barely a year into her tenure at Wabash National. But Margolin has already defined the future successes of Wabash National’s legal group. “We’re going to identify and mitigate risk more proactively, deliberately, and efficiently,” Margolin says. “And we’re going to develop and execute legal work better because we’re now aligned with the business and we understand them.”

Margolin believes that taking on a true business mind-set means helping get the business to ‘yes’ quicker. “My team knows this because I say it five times a week,” Margolin says. “We are not supposed to be the road to ‘no.’”

Lastly, Margolin believes that by reframing legal’s approach, Wabash National can operate more nimbly and, ultimately, perform better. “When an unexpected issue occurs, as happens in every business, I want the business leaders to already know our lawyers and to have confidence in us,” Margolin says. That means being part of the business all along the way. “If we’re giving advice proactively on the front end and answering questions immediately as they arise, it’s going to help the company perform better in the long term.”

Staying on the Grid

Eric Olsen on Great River Energy’s multistate collaboration to update the transmission grid

By Billy Yost

GREAT RIVER ENERGY (GRE) HAS YET again surpassed margin expectations and finished its most financially successful year in its twenty-year history. The Minnesota-based not-for-profit wholesale electric power cooperative is made up of twenty-eight member-owner distribution cooperatives and serves more than 695,000 families, farms, and businesses—or about 1.7 million people. Vice president and general counsel Eric Olsen has been at GRE for nearly fourteen years and has helped the power cooperative embrace the changing landscape of sustainable powering, including partnering in CapX2020, a joint initiative of eleven transmission-owning utilities in Minnesota, North Dakota, South Dakota, and Wisconsin created to upgrade and expand the midwestern electric transmission grid.

Prior to coming to Great River Energy, Olsen handled corporate and transactional matters at Minneapolis firms Moss & Barnett and Burstein, Hertogs, Olsen & McFarland. Olsen’s tenure at the power cooperative intersected with GRE’s entrance into the CapX2020 project, which, as of 2017, had completed all transmission lines and upgrades. The 800-mile, nearly $2 billion investment is the largest development of new transmission in the upper Midwest in forty years and includes four 345-kilovolt transmission lines and a 230-kilovolt line.

“CapX2020 is a great example of collaboration. Investor-owned electric utilities, electric cooperatives, and municipally owned electric utilities all worked together in an unprecedented way through transmission expansion to ensure we can continue to provide

We enthusiastically applaud Eric Olsen for another year of outstanding performance as Vice President and General Counsel of Great River Energy. Eric’s extraordinary leadership and innovative thinking are the ever-present hallmarks of his distinguished career.

We are proud and honored to work with Eric and Great River Energy, and we look forward to continuing to support Great River Energy’s renewable energy goals.

safe, reliable, and affordable energy to our customers,” Tim Rogelstad, president of Otter Tail Power Company, one of the eleven utility partners, said in a press release. “In this respect, we’re a model for the rest of the country in transmission development. We’ve accomplished much more together than we ever could do alone.”

Over the thirteen-year process, crews faced many obstacles, including record cold temperatures, constructing a transmission line across the Mississippi River, using a heavy lift helicopter to install structures in a wetland, and overcoming challenges in unstable soil conditions. But the investments have ultimately strengthened the backbone of the transmission grid for years to come.

Olsen has also helped initiate multilateral collaboration at GRE’s North Dakota–based Coal Creek Station, a 1.1.-gigawatt power plan. During a visit by United States Energy Secretary Rick Perry, Olsen highlighted the collaborative relationship in a National Rural Electric Cooperative Association article: “The tour was a great opportunity to share the innovative work we are doing for our member-owner cooperatives.”

“The idea was to build a power plant adjacent to the lignite fields in North Dakota to supply electricity to Minnesota cooperatives,” said John Bauer, the director of North Dakota generation for Great River Energy, in a Lignite Energy Council piece.

As new sustainable power alternatives have become more widely available, GRE has worked to transition the role of the Coal Creek Station over the past three years. “In effect, we are changing the mission of the station from producing at a very high-capacity factor to providing reliability to the market and serving as a backup for growing wind energy in the region,” GRE said in a statement.

Renewable energy is increasingly becoming a more important component for GRE. In May 2018, Great River Energy adopted a corporate goal to achieve 50 percent renewable energy for its twenty all-requirements member-owner cooperatives by 2030. GRE actually achieved the Minnesota 20 percent renewable energy standard eight years ahead of schedule in 2017. That includes substantial investments in wind-turbine technology. “Reducing emissions and increasing renewables can present advantages to cooperatives for attracting and retaining businesses as well as meeting the expectations of members who value clean energy,” GRE said in its renewable energy proposal. As Minnesota’s power cooperative continues to evolve and meet the changing needs of its customer base, its general counsel will continue to navigate increasingly complex environmental regulations and encourage the kind of collaboration that has kept GRE a key energy provider in the Midwest.

Leading by example

We are proud to work with Great River Energy and congratulate Eric Olsen for this well-deserved recognition by Modern Counsel.

For more than four decades, Eversheds Sutherland (US) has been privileged to provide services to the electric cooperative industry. Our practice is nationally recognized and highly regarded for its legal capabilities and its deep understanding of the industry-specific issues relevant to cooperative clients.

eversheds-sutherland.com

© Eversheds Sutherland Ltd. 2019

FutureProofing Privacy

By Clint Worthington

With the passage of the GDPR, global company Allegis Group had to find a way to stay ahead of shifting privacy regulations worldwide. Maureen Dry-Wasson created a dedicated office to handle the work.

WHEN MAUREEN DRY-WASSON founded Allegis Group’s global privacy office, she didn’t initially expect to run it. The idea for the office started as a pitch to Allegis Group’s executives in May 2017 to formally separate the global talent-solutions firm’s privacy and information security departments—two areas that were previously combined under the Information Security Office. “They really are two separate but related disciplines,” Dry-Wasson says.

She’d already been with the company for a decade as group general counsel, where she was responsible for all employee benefits law issues at Allegis Group; as the general counsel for Major, Lindsey & Africa, an Allegis Group company; and as the attorney lending support as needed on privacy issues when they arose. Today she pulls extra duty with the additional title of global privacy officer, and her and her team’s work is keeping Allegis Group ahead of rapid change in privacy law worldwide.

Dry-Wasson’s passion for learning various areas of law started after she graduated from law school and joined marketing communications firm Vertis. Over the course of her eleven years at the company, she became an all-purpose in-house attorney, taking on “almost anything and everything”— including contracts, employment, employee benefits, real estate, intellectual property, SEC work, and corporate and M&A work.

She continued to hone her skills when she had the opportunity in 2009 to assist Allegis Group with its first Safe Harbor certification, which allowed her to dive into the world of privacy law. After tackling what was to be an isolated project related to Safe Harbor, she continued to help with privacy issues

over the years, including helping Allegis Group form an information security office. Key regulatory changes, like the passage of the General Data Protection Regulation (GDPR), led her to pitch the company on adding a global privacy office that would operate separately but in close partnership with the information security office. “The impact of the GDPR on global companies was profound,” Dry-Wasson says. “We knew we needed to increase our investment in data-privacy efforts, and the GDPR was the impetus to deepen our investment and formalize a privacy office.” Dry-Wasson also invested in her privacy education, seeking certifications through the International Association of Privacy Professionals (IAPP) to obtain her CIPP/US, CIPP/C, CIPP/E, and CIPM. She also helped establish the Baltimore KnowledgeNet chapter for IAPP and served as the first cochair from 2015 to 2017.

To ensure compliance with GDPR regulations and commit better resources to data privacy for all privacy regulations worldwide, the global privacy office sets strategic direction and partners with dedicated privacy personnel at each of Allegis Group’s specialized companies to help implement and oversee strategy. The privacy office focuses on privacy-related policies, privacy notices, handling data-subject requests, data-inventory and mapping efforts, conducting DPIAs, negotiating data-protection language in contracts, providing training and awareness across the company, and more. Much of the privacy office’s personnel is based at Allegis Group’s headquarters in the US, but key staff lead certain efforts from an office in London, and there are plans to add dedicated privacy resources in the Asia-Pacific region.

Maureen Dry-Wasson Group General Counsel and Global Privacy Officer Allegis Group

For a global company such as Allegis Group, ensuring compliance with different regulations in different jurisdictions is one of the global privacy office’s greatest challenges. “Anyone who tries to comply with the minutiae of every country’s privacy laws all the time would go mad,” Dry-Wasson says. The key,

“We knew we needed to increase our investment in our data-privacy efforts, and the GDPR was the impetus to deepen our investment and formalize a privacy office.”

issues and a change-management resource to help employees adapt to changes in process and technology specifically related to the initiatives of the privacy office.

Nearly two years in, Dry-Wasson is looking to continue to add personnel to the privacy office while exploring tools and resources to help address security, consent and preference management, data mapping and data inventory, data-subject request tracking and fulfillment, privacy-notice management, and security and privacy incident tracking. However, the work the office has done to date has already been an enormous aid to Allegis Group’s ability to maintain privacy standards and compliance. “The amount of information we’ve learned about how to address specific privacy issues has been staggering,” Dry-Wasson says, adding that her office facilitates a better company-wide understanding of what privacy is and why it’s important.

The overall success of the office is due in large part to a global commitment to strong partnerships with the information security and information services teams and the support of Allegis Group leadership and the operating companies in dedicating resources. By working in close collaboration as a unified cross-disciplinary team to align efforts, it’s achieving faster, more-efficient success with its privacy initiatives.

then, is to find commonalities between the laws of the regions in which Allegis Group works and to focus on areas where there is regulatory and privacy-principle overlap. “It will almost never be perfect, so you focus on achieving the best you can,” Dry-Wasson says.

The history of a company’s data-collection practices and the continued use of older technology can also be a hurdle for privacy compliance—and Allegis Group is no exception. Its data-management systems have evolved over time, and data collected in the past isn’t always aligned with the demands of current regulations. To this end, the privacy office forged an invaluable partnership with the information services team, which committed to adding dedicated resources such as privacy architects for privacy by design, enterprise architecture, business-analyst and business-process design support, and project management. Most recently, it added a records manager for data-retention

While the GDPR presented a significant challenge for Allegis Group, the company feels more prepared than ever to establish and build upon privacy best practices. Such practices will help it, its customers, and other business partners in the future, especially as the California Consumer Protection Act and other new US-based privacy laws add to the ever-growing global regulatory complexity of the privacy arena.

Alston & Bird LLP:

“Maureen is exceptional among in-house counsel for several reasons. She is certainly expert in employee benefits, where we work with her, as well as both careful and practical. However, one of her outstanding qualities is her thoughtfulness in mentoring young lawyers, both within her organization and in the law firms she works with. She gives a lot of thought to assignments and staffing not just to finish the project right in front of her, but to set up her organization, and her people, for success in the future. It has truly been a pleasure for us to work with her.”

—David Godofsky, partner

Pushing the Creative Envelope at Hybrid Apparel

By KC Esper

With the addition of general counsel Noah Steinsapir and CEO Bill Hutchison, Hybrid Apparel emphasizes creativity, livability, and community

WALK THROUGH THE AISLES AT ANY wholesale clothing store, and you are sure to encounter Hybrid Apparel’s products. This distribution company is responsible for supplying an array of graphically designed clothing within discount markets like T.J. Maxx and Marshalls, big-name department stores like Bloomingdale’s and Kohl’s, specialty clothing stores like Tillys and Urban Outfitters, and much more. The market demand that Hybrid Apparel satisfies remains pertinent throughout all stages and walks of life, therefore making it one of the most ubiquitous companies in the retail industry. To keep up with the success it has achieved as well as its employees’ happiness, Hybrid requires a sharp executive staff, starting with its newly appointed CEO, Bill Hutchison, and its general counsel, Noah Steinsapir.

Coming from a corporate retail background, Hutchison has transferred his expertise across acclaimed industries like Dillard’s, Wilsons Leather, and AM Retail Group. His extensive knowledge of buying, sourcing, and merchandising has equipped him with the skills to successfully carry the company through all stages of the retail process. Members of Hybrid Apparel’s board of directors have welcomed him with open arms, hoping that he will carry them to new levels of success. Within Hutchison’s twenty-five years of retail experience, he has created his own private label brand, led industry leaders in merchandising and product development, and helped drive a fivefold increase in AM Retail Group’s revenue through

Ensuring that employees maintain a happy, healthy work ethic internationally requires strong communication skills in addition to a keen sense of market trends and employee rights.

acquisitions and incremental growth. These successes attest to the ambition that Hutchison carried into his recent role as CEO for Hybrid Apparel.

With major company changes comes intense legal review. Steinsapir, a fairly new general counsel for Hybrid Apparel, comes from a similar retail background. His early years in law were spent absorbing the nuances of problem-solving from a retail standpoint, teaching him how to achieve satisfactory results while aligning the company’s mission with the trajectory of corporate growth. Steinsapir started his career working in-house for various firms, until he took on the role of general counsel and chief legal officer for Kretek International, America’s number-one distributor for cigars, vapes, and other specialty tobacco products. This role in particular gave him a unique intuitiveness for consumer

goods agreements, manufacturing, licensing, and employment suits, just to name a few.

As a general counsel in the retail industry, Steinsapir manages the legal department for Hybrid Apparel while mitigating risk and enabling the company’s growth. While Kretek’s portfolio was undoubtedly extensive, Hybrid’s presence stretches across the nation’s industry leaders as well as its branch in Thailand. Ensuring that employees maintain a happy, healthy work ethic internationally requires strong communication skills in addition to a keen sense of market trends and employee rights. As general counsel, Steinsapir is tasked with bridging the gaps between legal review both in the United States and internationally to maintain a sense of congruency across the board. Nationally, Hybrid takes extra measures to ensure that its employees are working in a safe environment by educating its

workers on how to do so. A “comprehensive facility compliance program” monitors the safety, health, compensation, working hours, and environmental laws and regulations of each facility. Taking these measures makes Hybrid’s operations run smoothly while always keeping its employees at the forefront of its agenda.

In addition to appointing a new president, Hybrid Apparel has undergone several big changes over the past few years, including emphasizing environmental and community programs. The company has implemented several recycling programs, eliminated the use of Styrofoam in its facilities, and begun using only phosphate-free inks. Over time it hopes to transform into a more energy-efficient facility, using electric carcharging stations, energy-saving light bulbs, and educational programs for employees to apply best practices to their work and home lives. The company has also made strides in positively impacting its community by creating Black Book Sessions, which “help kids and teens develop their artistic skills through workshops and mentorships with like-minded artists from many creative industries.” With a new CEO and the efforts of Steinsapir in place, the company continuously strives to “push the creative envelope” while making Hybrid Apparel an ideal place to work.

Tarter Krinsky & Drogin is the total legal solution for businesses of all sizes, with a focus on the middle market. From start-up companies to established institutions, our clients are leaders and innovators in their industries. Purposefully designed to be an integral part of any client’s business team, the firm is a vibrant, full-service law firm dedicated to smart thinking, value-driven legal advice and exceptional client service.

Stolen Soles

New Balance’s senior counsel Daniel McKinnon on the rise of a new type of copycat brands and how to stop them in their tracks

By Jacob Winchester

Daniel McKinnon Senior Counsel, IP & Global Brand Protection

FINALLY, THE PACKAGE ARRIVES. YOU OPEN THE box, peel back crisp paper, and remove a new pair of shoes. The style is on point. The quality is high—although something seems off. And then you glance at the heel. It doesn’t say “New Balance.” It says “New Bunren.”

The Chinese retail world has spawned a new class of copycats. A step beyond run-of-the-mill counterfeiters who’ve churned out low-cost imposters for decades, these new, sophisticated imitators don’t simply clone products; operating under the guise of suspiciously derivative names, they lift the entire brand outright.

“They essentially make exact replicas. They copy the shoe. They copy the silhouette. They copy the lifestyle. They even copy our company’s backstory. They copy everything about a brand—except for the name,” says New Balance’s Daniel McKinnon. As senior counsel of intellectual property and global brand protection for the iconic, privately owned footwear and apparel business, McKinnon and his team are on the front lines of the company’s fight against these global copycat brands.

But why do they exist in the first place, and why are they so prevalent in China? In the United States “there’s a kind of inherent embarrassment or shame around purchasing misnamed knockoff goods. When it dips that low, we’d rather wear a generic product than an imitation,” says McKinnon. “In China it’s a bit more nuanced. You’re dealing with a lot of different factors, including a language barrier. After all, ‘New Bunren,’ ‘New Boom,’ and ‘New Bailun’ look, to the Chinese consumer, a lot like ‘New Balance.’ So, in terms of China, it has come to a point where consumers are confused as to whether these parasite brands are New Balance takedown brands or maybe affiliated with our company somehow.”

“They copy the shoe. They copy the silhouette. They copy the lifestyle. They even copy our company’s backstory. They copy everything about a brand—except for the name.”

The overarching reason for the birth of these brands is not negligence, McKinnon says. Rather, it’s because China became extremely efficient at enforcing its counterfeit laws. “Immediate counterfeit issues are handled in China by two agencies: the PSB for higher-level criminal cases and the AIC for smaller civil cases. With direct counterfeits, you contact the local agency. In most cases they move in expeditiously, take the shoes off the shelf, and confiscate and destroy

them,” he says. “But when it comes to parasite brands, what has happened is these manufacturers realized they could escape these frequent crackdowns by slightly changing the names on the product.”

McKinnon continues, “Now, when the agency goes to enforce the counterfeit law, they see that the shoe is technically a different brand, so they turn to us at New Balance and say, ‘Look, obviously this is a counterfeit, but it doesn’t actually have your name on it, so you

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have to take the issue to court, get a judgment, and, once you have that judgment, come back to us and we’ll enforce it.’” Of course, when the cases enter the Chinese legal system, the entire enforcement process becomes far more expensive and begins to slow down dramatically, thus creating an environment in which these brands can grow. Issues that were once resolved in several weeks might now take three or four years.

According to McKinnon, the key to combating these brands is to, first, fully understand the psychological and economic factors embedded in contemporary Chinese culture. “Most people know that mass foreign industry flowed into China in the 1990s and early 2000s, and they experienced a huge economic boom. What a lot of people don’t realize, though, is that China still has massive pockets of poverty—poor living conditions, some without running water or electricity—when you get far enough outside of the more wealthy cities like Shanghai, Beijing, and Guangzhou,” says McKinnon.

“And I think ultimately there’s an unspoken economic interest that still exists for the Chinese government to not completely crack down on these counterfeiters and parasite brands, because the production of counterfeits, at the end of the day, puts food in otherwise starving people’s mouths.”

Another consideration is the vastly different philosophical outlook regarding government’s responsibility toward its society. In the West, the judiciary systems essentially determine right and wrong, with the winner usually receiving financial compensation. In China, however, there’s essentially only one branch of government, and, he says, its ultimate goal—first and foremost, beyond determining correctness—is to preserve social harmony. “This can come at the expense of who is technically legally correct. This is one of the main reasons why the West can get so frustrated with Chinese government decisions,” says McKinnon.

With these factors in mind, McKinnon, his legal team, and the leadership at New Balance have set into motion a comprehensive strategy aimed at lessening the impact of these knockoff brands. In addition to treating them more like competitors, launching a marketing plan to better educate consumers on the importance of why they should be looking for authentic

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For more information, please visit www.fangdalaw.com and contact our partners

Expertise Spotlight

Fangda Partners has worked with New Balance on a number of cases. One in particular was related to ‘advanced’ copycats, which nowadays not only sell fake products but also register the marks of brand owners and then sue the rightful owners for infringement. In this case, the Guangzhou Intermediate Court was blinded by the copycat’s evidence and awarded the copycat a judgment with RMB 98 million in damages against New Balance. Fangda Partners represented New Balance in the appeal. New rebuttal evidence showed that the socalled Hong Kong licensor was a shell company owned by the copycat, the evidence used to prove the sales outlets were faked, and almost all the marks that the copycat owned were squatted well-known marks of large companies. Further, the records of the trademark office showed the copycat’s father and brother were both trademark squatters. The Fangda team had the judgment substantially reversed on appeal, and the case is now pending before the Supreme People’s Court for Cert.

In the well-known fake Nike Air Jordan case, the Fangda team faced a very similar situation and reversed the judgment at the Supreme People’s Court level. The team knew from experience that the higher the court, the less likely it was that they would protect local interests. At the Supreme People’s Court level, no interest is local. The team used this knowledge time and again to score major legal victories.

Other breakthrough cases handled by the team include globally watched anti-unfair competition and antimonopoly matters where the team litigated all four antitrust cases involving fair, reasonable, and nondiscriminatory (FRAND) issues concerning telecommunication standard essential patent (SEPs) in China. The Fangda legal team has also handled numerous leading patent cases that were selected as a Supreme Court’s Guidance Case or ranked among the top IP cases in China, such as Eli Lilly v. Watson, a patent infringement case elected as a Model IP Case of the Supreme Court in 2015 and Guidance Case in 2017; Fairchild v. Power Integration, a patent infringement case ranked as the “Top 10 IP Cases of 2015” by the Chinese Bar Association; Apple v. iRobot , a patent case ranked as the “Top 10 Beijing IP Cases of 2015” by the Beijing High Court; and Apple v. Baili, a patent invalidation case ranked as the “Top 10 Patent Cases of 2015” by SIPO.

New Balance products, they also began more actively engaging lobbyists and government branches like the Office of the United States Trade Representative (USTR) to better inform them of the problem.

And those strategies are paying off. In 2017, New Balance landed a major victory in China against Chinese parasite brand New Boom. At $1.5 million, the judgment was reported as the largest trademark violation settlement ever granted in China to a US or foreign company.

McKinnon’s legal prowess has attracted considerable attention from his colleagues in the field. “Mr. McKinnon has been very determined and strategic thinking and therefore enjoyed historical successes in fighting these ‘parasite’ brands in China,” says Jason Yao, senior partner at Wan Hui Da (WHD) Law Firm, “despite the extremely sophisticated and inefficient legal procedures as well as occasional political interventions.”

“All of us know there are huge differences between the Western and Chinese cultures, and understanding such differences play a vital role in winning a lawsuit,” says Gordon Gao, a partner at Fangda Partners. “However, very few have taken Dan’s approach— finding good outside counsel that fully understands the whole thing and trusting the case to them. Dan succeeded where most other people failed.”

With the rise of the internet, McKinnon says counterfeiters and copycat brands have spread like wildfire. To counter this, New Balance is working on a new blockchain-based product verification system. “We want to give customers the ability to authenticate the product in their hands instantly,” he says, “but it’s a big challenge because the technology is still very young.”

McKinnon is also working on developing algorithms to quickly detect rogue websites on the dark web that trade in illicit goods but don’t necessarily physically stock the merchandise.

“Overall, the most important thing I’ve learned is you have to be mentally nimble and you have to be creative, because the counterfeiters are extremely creative and they work extremely fast,” McKinnon says. “And while we have to keep cutting the heads off the proverbial hydra, the goal is always to get as close as possible to the heart of the matter.”

Record Label Ready

General Counsel and Chief Operating Officer

Dee Galipeau

Kim Umanoff

Blue Élan Records

By Billy Yost

Kim Umanoff on being the only woman in the room and how Blue Élan Records is fighting the good fight

WHILE HELPING RUN A RECORD LABEL wasn’t where Kim Umanoff imagined herself at the beginning of her law career, she realized it was exactly where she needed to be last year while attending an industry conference. “It was about twenty indie label executives talking about the industry moving forward, and I was one of two women,” Umanoff says. “Most were twenty to thirty years older than me.” The general counsel and chief operating officer for Los Angeles–based Blue Élan Records is no stranger to old boys’ clubs but is on the frontlines of working toward more equality and acceptance in industries so often dominated by men. Umanoff has found great success by “being the most prepared person in the room” and flipping the prejudicial script on the assumption that a young female lawyer lacks the experience to get hard jobs done.

Umanoff’s considerable litigation experience has transferred well to the entertainment space. She spent a large portion of her early law work in insur-

ance litigation on the policyholder side, and she believes the sometimes tedious task of analyzing insurance policies has informed how she approaches contracts today. “I spent a lot of time interpreting and arguing the meaning of contractual language,” Umanoff says. “That sometimes meant arguing the meaning of a single word within the broader context of a hundred-page policy.” The experience means Umanoff is hyperaware of each and every word that goes into a contract.

It’s also warned Umanoff away from what she calls “overlawyering.” “We want our artists to be able to understand their recording contracts,” Umanoff says. “We’re trying to partner with artists, not lock them up in some ten-record deal.”

It’s a sentiment that’s often spoken but rarely backed up in the record industry, and Umanoff says that the goal of Blue Élan is to help redefine the role of record labels. “We’ve taken what used to be a hundred-page recording contract and condensed it to ten pages,

written in plain English,” Umanoff says. “Our motto is it’s about the artist. It’s about the music. It’s about collaboration. And our priorities do follow that order.”

Blue Élan is unique not only for its outlook but for its internal team as well. Umanoff says that label founder Kirk Pasich makes it a priority to empower and hire talented women in a field that is often predominantly male. “I’m very fortunate the company that I work for doesn’t reflect that reality,” Umanoff says. The CBO, director of marketing, and director of business affairs are women at Blue Élan, which has a relatively lean staff. Umanoff says she tries to pay special attention to young project managers who often find themselves the only females working within artists’ all-male teams. “They need to feel supported in that role,” Umanoff says.

To help advance roles for women in the field, Umanoff works with both the Women in Music and She Is The Music organizations, the latter formed after the results of USC’s Annenberg Inclu-

“I would sit down in that room and be prejudged on my skill set—and often underestimated.”

sion Initiative highlighted the gross and pervasive levels of female underrepresentation in entertainment, from artists to engineers. “Once you can see how bad the problem is, you can start to change it,” says Umanoff.

Being the only woman in the room isn’t something new for Umanoff. It’s more of the story of her success. “I can’t tell you how many times I came into depositions where it was me as a second- or third-year associate and a male partner on the other side who had thirty years of experience,” Umanoff says. “I would sit down in that room and be prejudged on my skill set—and often underestimated.” Umanoff found that underestimation often played to her advantage, and by turning a negative into a positive, she was able to capitalize on the opposing counsel’s lowering his guard.

Umanoff says her role at Blue Élan has opened her up to a creative side that often goes untapped in legal practices. “We’re a small record label and pride ourselves on being artist friendly,” Umanoff says. “Being nimble is the

most important part of my job.” At present, Umanoff is planning showcases for SXSW in Austin and Americana Fest in Nashville, negotiating sync licenses, conferring with a publisher over a cover song clearance, negotiating a producer agreement, and providing demo notes for an artist in the studio.

“I feel very fortunate to have fallen into this space, where I can mesh the sometimes mechanical legal practice with a full creative element,” Umanoff says. “It’s great to work on a project and have that creative mind-set and also see all of your hard work come to fruition and result in a tangible record release.”

Blue Élan Records:

“Kim walked away from a well-paying gig as a lawyer to join our label in its early days as COO and general counsel. She is part of the fabric of our label. Indeed, we would not be who we are without Kim and her enthusiasm, drive, dedication, and intelligence.”

—Kirk Pasich, president and cofounder

Fixing an Interstate of Confusion

CRST International’s Lisa Stephenson is working with others in the trucking industry to reform a patchwork of state and federal regulations that have complicated the company’s business

By Peter Fabris

IN THE TRUCKING INDUSTRY, THE drivers are the lifeblood, ensuring the safe delivery of materials and containers along the nation’s highways and byways. Recent changes in state laws governing wages and hours for truck drivers, though, have created big headaches for interstate trucking carriers. And interpretations of these laws and how they interact with federal regulations are so unclear that “nobody knows how to comply,” says Lisa Stephenson, general counsel of CRST International, the Iowa-based trucking hauler that serves the forty-eight contiguous US states.

The conflict between state laws and federal regulations has in fact created such an issue for trucking companies and their operational rules for their drivers that it has opened the door for lawsuits. The industry has responded with a full-court press, appealing to federal regulators and lawmakers for relief. Stephenson herself has been spending many hours on the effort, and though it’s not what she expected when she joined CRST, she has ultimately been successful.

Having formerly worked in private practice for a firm with a longstanding relationship with CRST, Stephen-

Lisa Stephenson General Counsel

CRST International

son was familiar with the company when she came aboard. At that point, she’d primarily handled its employment law work, but in her time as general counsel, she has had to dive into the intricacies of interstate commerce law. “It’s been a steep and swift learning curve,” she says.

Many of the challenging decisions she faces stem specifically from conflicts between state and federal regulations pertaining to the number of hours drivers can be on the road before they have to take a break. California, for example, has more stringent rules than the US Department of Transportation. When a trucker’s route is completely within that state, it may be that the state’s hourly limits apply. But when it comes to interstate routes, there is often a patchwork of different state laws and federal regulations to factor in.

California contends that its laws pertain to all California residents that drive in the state, even if their routes venture outside of the state’s borders. “They might be California residents, but if we look at the miles they drive, they may spend just eight percent of their time in California,” Stephenson says. “It they drove four hours within Nevada, do you start over when you reach the California border?” Numerous lawsuits have been filed to litigate such details, but the court rulings are not always helpful or instructive when it comes to operational details.

In the meantime, CRST drivers are empowered to take safety matters—including when to rest—into their own hands. “CRST takes the position that they may take a break anytime they need a break,” Stephenson says.

By contrast, mandatory breaks at certain times take away truckers’ ability to control their own schedules, and this can create other problems. For example, there is a dire shortage of parking areas for truckers, Stephenson says. In the wide-open spaces in large swaths of the country, when a mandatory break is prescribed, the driver may not be near a safe location to park, she says.

Trucking industry trade representatives from organizations such as the American Trucking Associations are working to address these issues, and Stephenson works with them to help develop their strategy. “We share our experiences and perspectives on safety and operational compliance, including the legal and financial impact,” she says. In addition, she has made her company’s case directly to members of the US House of Representatives.

She wants to help enact change not just for CRST but for its drivers. “Disgruntled drivers have become a cottage industry for the plaintiffs’ bar,” she says. It’s become an expensive headache that enriches lawyers but does not always effectuate meaningful and positive change for the drivers.

To counteract this, CRST is adopting a proactive strategy to reduce the number of lawsuits. “Drivers are our biggest asset,” Stephenson says. “We’re taking a hard look at the root causes of lawsuits. If they are disgruntled, what has gotten them to that point? To the extent that we can, we want to figure out how to relieve the pain points for drivers. We want to understand their opportunities and challenges and make

sure drivers are valued, appropriately compensated, and feel safe.” Fewer disgruntled drivers will mean fewer lawsuits, regardless of the regulatory climate, she adds.

It’s a sound risk-management strategy that’s well worth pursuing while courts sort through the lawsuits surrounding regulatory clarity and lawmakers consider reforms. Meanwhile, Stephenson will continue to advocate for CRST and the trucking industry as a whole, speaking with decision makers who can hopefully help relieve a critical issue that’s having a major financial impact nationwide. It’s impactful work that will contribute directly to her company’s future success.

Jenner & Block:

“Working with Lisa Stephenson is a true professional pleasure. She is a whip-smart and sensibly pragmatic leader with intuitive business sense and outstanding judgment. She brings years of private firm litigation and commercial experience with her as she guides and counsels CRST’s executive ranks through the complex and highly competitive challenges of the modern trucking and overall transportation industry. In short, Lisa Stephenson is top notch in every respect and well deserves this special recognition from Modern Counsel.”

—John H. Mathias, Jr., partner

Preti Flaherty:

“Lisa is an excellent attorney, an effective leader, and a great partner and collaborator. It is a pleasure to work with her as outside counsel.”

—Wesley Chused, director

A Renewed Focus on Renewable Fuels

Morris Collie Associate General Counsel Musket Corporation

After starting a career in government work, Morris Collie sought a new challenge in the fuel industry, where he’s helping Musket Corporation navigate complex renewable-fuels regulations

By Jeremy Borden

Collie

MORRIS COLLIE WOULD AGREE THAT there are few places to work like the National Aeronautics and Space Administration. But while he appreciated his time at NASA as one of its lawyers, he says he found himself looking for more after navigating the staid federal bureaucracy for more than seven years. That’s because even though NASA has a complex and fascinating set of challenges, legal work for the federal government can often involve a set of routines and protocols that rarely change when it comes to the kinds of contracts that need to be executed— whether with vendors or with foreign countries regarding the International Space Station.

Collie is now an associate general counsel at Musket Corporation, part of Love’s Travel Stops & Country Stores, and he has found himself at an exciting and challenging intersection, balancing the procurement of traditional fuels with the implementation and growth of the renewable-fuels market. Since its inception in 1964, Love’s has grown into a nationwide network of travel stops, ensuring that America’s over-the-road freight transporters have quality, clean venues and access to a variety of amenities, including several food concepts

and snack choices, while refueling. By the time Collie came on board, after leaving NASA in 2007, the company had a mature and process-driven travel-stop business, but its in-house legal department was relatively young and early in the process of standardizing its legal templates and practices.

Collie was hired to provide legal services primarily to Musket, and he quickly learned to become a jack-ofall-trades attorney, sometimes relying on outside attorneys and other experts to navigate the complex field of renewable-fuels mandates.

To his delight, he found the fuel business dynamic and engaging,

and the ride since has been fascinating. Collie and the Love’s legal team—along with commercial and compliance colleagues—have been instrumental in taking it all on. Several events that changed the company began shortly after Collie arrived, which created exciting new challenges for him and the company. First and foremost, in 2010, Love’s retail footprint increased substantially through acquisitions and the introduction of new business lines. Most recently, in 2016, the company acquired a compressed natural gas business, Trillium CNG, and later it purchased Speedco to expand its total

“We can see the projects from start to finish and have a small part in the success of them… It’s nice to be part of a bigger operation.”

“How do we adapt our strategies to the changing environment? We talk about it every day.”

truck-services footprint. The company also invested considerable time and resources to address the Renewable Fuel Standard’s (RFS) mandates and integrate those mandates into the company’s retail business.

The RFS in particular presented significant challenges for Collie and the company’s commercial teams, pushing them to navigate policy, federal mandates, and state programs involving renewable fuels and Love’s retail business. Adding another layer of complexity was the creation of a business strategy around biodiesel in response to the RFS mandate. Biodiesel is a renewable fuel but a more expensive fuel source that takes animal fat or vegetable oil and, generally, blends it with petroleum diesel fuel. Therefore, Collie had to get up to speed on the RFS mandates and state renewable programs while assisting his commercial teams with navigating the new legal, financial, and logistical challenges.

In addition to these challenges, the renewables industry was soon rocked by scandal. Fraudulent renewable identification numbers (RINs) were created by unscrupulous parties attempting to capitalize on obtaining federal RIN and tax credits—except they weren’t producing the fuel as required under the program. The fraudulent RIN transactions upset the complicated market and led Collie and others in the industry to quickly move to ensure that contractual language was more robust and that internal due-diligence systems covered matters such as fraudulent RINs. “That was one of the big changes that really challenged market participants to figure out, ‘What does a thorough RIN contract look like?’”

Collie says he worked closely with his Musket commercial group, manage-

ment, and federal and state agencies to vet counterparties to ensure they would fulfill their obligations, whether they are supplying or buying fuel and/or RINs as agreed. “The very first thing we had to ask is: Who are we going to do business with?” Collie remembers asking. “What is their reputation within the business community? Are they litigious? Are they looking out for themselves?”

Thanks to the work of Collie, Musket’s commercial team, and consultants who understand the complexity of the market, things have settled down, and biodiesel and other low-carbon fuels have become a very important business for the company. These businesses have helped the company maintain its aggressive growth, and Collie continues to help navigate both the legal and business considerations of new renewables contracts and strategies.

“I think, for all of us in in-house jobs, we enjoy being around the businesses we support,” Collie says. “We can see the projects from start to finish and have a small part in the success of them. For me, that’s a big part of it. It’s nice to be part of a bigger operation. It’s up to us lawyers to insert ourselves into these commercial deals, not because we want to say ‘no’ but because we can think a little bit on our feet. It’s important to ask intelligent questions, know when to shut up but also when to head off a problem from the get-go. That’s the fun stuff, and it’s rewarding.”

Such efforts and care on Collie’s part have helped make Musket Corporation a business regarded for its ingenuity within the Love’s Family of Companies, which today employs twenty-two thousand people and counting. “We’ve changed our product line and made it a lot more diverse, sharing the entrepreneurial culture

of the Love’s Family of Companies,” Collie says. “It’s really a cool, dynamic environment.”

With consumers (especially those in younger generations) placing value on the continued use of renewable fuels, Collie believes the future of the industry is bright. And while the RFS may allow some uncertainty around its mandates, state programs such as California’s Low Carbon Fuel Standard offer some new, interesting opportunities. Collie, along with industry consultants and Musket’s commercial team, is tracking and attempting to interpret the political winds and find ways for the company to incorporate these programs into its strategy. It’s a dynamic process that keeps him on his toes—and likely will for some time. “We want to make sure we’re aligning ourselves from a business standpoint,” he says. “How do we adapt our strategies to the changing environment? We talk about it every day.”

Greenberg Traurig, LLP:

“I’ve enjoyed years of partnering with Morris to serve his clients, and what I’ve consistently admired is his unique combination of reliable, practical judgment with a deep understanding of his client’s goals and values.”

—Peter Wahby, shareholder

McAfee & Taft:

“Morris is a talented, business-savvy lawyer and strategic thinker with a keen eye for solutions that are altogether practical, effective, and efficient. We greatly value our relationship with Morris and the Love’s Family of Companies.”

—Joshua D. Smith, shareholder

People & Companies

Erin Abrams, P106

General Counsel

Via

Nancy Avedissian, P36

SVP, General Counsel, and Corporate Secretary

Volt Information Sciences

Daniel Belhumeur, P176

General Counsel

Tellurian

Suzana Blades, P78

Associate General Counsel of Commercial Litigation & Arbitration

ConocoPhillips

Anne Blake-Dreher, P156

VP and Assistant General Counsel of Global Labor, Employment, & Security Perrigo Company

Ashleigh Blaylock, P180

Deputy General Counsel of Litigation, Investigations, & Restructuring

TPG Capital

Josh Greenblatt

Partner

Kirkland & Ellis LLP

212.446.4869

josh.greenblatt@kirkland.com

Josh Greenblatt counsels and represents private equity and other investment firms, corporations, partnerships, family offices, and individuals in complex commercial matters and disputes.

M. Natasha Labovitz

Chair of the Business Restructuring & Workouts Group

Debevoise & Plimpton LLP

212.909.6648

nlabovitz@debevoise.com

Natasha Labovitz regularly represents clients in complex corporate restructurings and transactions, and debtors and creditors in and out of bankruptcy and in cross-border insolvencies.

Davd Meyer

Partner

Vinson & Elkins

212.237.0058

dmeyer@velaw.com

David is a partner in Vinson & Elkins’ Restructuring and Reorganization group.

His practice involves representing debtors, creditors, equity holders and investors in all aspects of complex corporate restructurings.

Tammy Brandt, P92

Chief Legal Officer, Head of Business & Legal Affairs

Dreamscape

Jennifer Brewer, P10

VP of Compliance and Chief Risk Officer

Activision Blizzard

John Burnett, P144

Deputy General Counsel Duke Energy Corporation

Jill Carabotta, P118

Cofounder and Comanaging Partner Carabotta | Steakley

Rick Castiglia, P128

General Counsel, Global Defense Group Cubic Corporation

Morris Collie, P232

Associate General Counsel Musket Corporation

Maureen Dry-Wasson, P212

Group General Counsel and Global Privacy Officer

Allegis Group

Monique Elgin, P58

Head of Group Ethics & Compliance

Abu Dhabi National Oil Company

Donna Epps, P50

VP of Public Policy & Strategic Alliances

Verizon

Joseph Esposito, P141

SVP and Associate General Counsel

GE Capital Aviation Services

Stacy Feltham, P108

Associate General Counsel and Head of Legal

BHP Petroleum

Lisa Fleischer, P84

Chief Legal Officer

DLL

Anna-lisa Gallo, P15

Associate General Counsel and Head of IP

LIXIL Water Technology Americas

Kim Gerber, P102

General Counsel for the Supply Chain Division

Ryder

James Goodman, P198

General Counsel

Viking Services International

Kathleen Grillo, P50

Senior VP of Public Policy & Government Affairs

Verizon

Kirk Grimshaw, P32

VP and Legal Counsel

Extra Space Storage

Edward S. Harrison, P131

Director and Assistant General Counsel

Huntington Ingalls Industries

Anita Hotchkiss, P62 Partner

Goldberg Segalla

Kirsten Hotchkiss, P62 VP of Global Employee Relations & Employment Counsel

American Express Global Business Travel

Lily Hughes, P46

Former SVP, Chief Legal Officer, and Corporate Secretary

Public Storage

Tim King, P134

General Counsel

Chicago Park District

Jason Wright

President—US Concerts, Chicago Live Nation

312.540.2103

jasonwright@livenation.com

Jason Wright is the President of Live Nation’s Chicago office and oversees the US Concerts division across several Midwest states.

Nancy Klembus, P88 VP of Innovation, Global Intellectual Property & North American Personal Care Law & Administration

Domtar

Gabrielle Kohlmeier, P50

Associate General Counsel of Antitrust & Strategic Projects

Verizon

Scott A. Levinson, P25

VP of Legal Services

Con Edison

Amira Love, P40

Managing Counsel, Upstream Litigation Management Unit

Chevron

Melanie Margolin, P204

SVP, General Counsel, and Corporate Secretary

Wabash National Corporation

Daniel McKinnon, P218

Senior Counsel, IP & Global Brand Protection

New Balance

Gordon Gao Partner Fangda Partners

+86.10.57695600

ggao@fangdalaw.com

Dr. Gao specializes in litigating patents, trademarks, copyrights, trade secrets, and anti-monopoly cases. Chambers has ranked Dr. Gao a top IP lawyer since 2007.

Jason Yao

Senior Partner Wanhuida Peksung IP Group

+852.6179.8886

jasonyao@wanhuida.com

Jason Yao provides strategic advice on overall IP portfolio management, litigation and enforcement, and handles complicated IP-related litigation, crisis management, and government relations.

Elizabeth D. Moore, P25

SVP and General Counsel

Con Edison

Amy Mulchay, P152

Senior Legal Counsel, North America

Gordon Food Service

Eric Olsen, P209

VP and General Counsel

Great River Energy

Walt Opaska, P22

Associate General Counsel

JDA Software

Jared Richardson, P194

VP and Secretary

Trinity Industries

Pamela Richardson, P66

VP and Chief Labor & Employment Counsel

American Water

Anna Romberg, P72

Compliance & Investigation Expert, Founder and CEO

Anchor Integrity

Derek Patterson

Principal Forensic Risk Alliance

+44 (0)20.7269.7836

dpatterson@forensicrisk.com

Derek has in-depth experience in structuring and delivering forensic accounting and electronic data services across multi-jurisdiction investigations, assessing compliance programs and supporting complex dispute resolutions.

Manny Sanchez, P166

Founder

Sanchez Daniels & Hoffman

David Schaffer, P160

Deputy General Counsel of Private Equity & Strategic Transactions

Point72

Charles J. Downey III Partner

Finn Dixon & Herling LLP

203.325.5023

cdowney@fdh.com

Charles J. Downey III, Co-Head of the Corporate/Private Equity Group, practices in the areas of private equity, venture capital and mergers and acquisitions. He also represents funds and other entities in connection with PIPE transactions and other matters.

Jennifer Schwitzer, P172

Associate General Counsel

Schneider National

George Scott, P149

Chief Legal Officer and General Counsel

Charleston Laboratories

Bryan Sinclair, P124

Senior Director, IP Litigation

Cisco Systems

Terri Smith, P113

VP and Chief Intellectual

Property Counsel

Zebra Technologies

Susan Steakley, P118

Cofounder and Comanaging Partner

Carabotta | Steakley

Noah Steinsapir, P215

General Counsel

Hybrid Apparel

Lisa Stephenson, P229

General Counsel

CRST International

Kimberly R. Strong , P25

VP and Chief Ethics & Compliance Officer

Con Edison

Tshneka Tate, P98

Former VP and Senior Assistant General Counsel

NASCAR Media Ventures

Kim Umanoff, P226

General Counsel and Chief Operating Officer

Blue Élan Records

Marcela Urrutia Zamora, P50 VP of Federal Government Relations

Verizon

Jolene Wall, P18

Deputy General Counsel

REI

Karen Weber, P29

Head of Global Litigation and Assistant Corporate Secretary

Cummins

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