Modern Counsel #23

SON SECOND

Born under China’s one-child policy, Michael Guo of TPG Capital has distinguished himself at prominent firms in China and the United States through his internationally informed judgment P54

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Compass

Thirteen legal executives share how their perspectives are richly informed by their international backgrounds and experiences

Gillian Fry (Turoff), David Hoheb (Domersant)

Lead Evaluate

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Stacey Ardini believes the Clarks motto, “Never Stand Still,” makes sense not only for a thriving two-hundred-yearold shoe company but also an attorney who is constantly moving forward and looking for new ways to grow

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At BlackRock, the world’s largest investment manager, Justin Chan isn’t afraid to put on different hats and do what needs to be done to help the company thrive

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AMN Healthcare’s Ryan Marks makes it a priority to get to know every client’s workforce challenges and stay on top of industry trends like digital staffing

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At Elevate Textiles, Kristen Hughes creates a culture that empowers employees across the company to feel comfortable and confident raising their voices

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Renny Hwang on his legal team’s mission to safeguard Google’s leading-edge products and embody the tech giant’s community-based culture

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Christina Ibrahim unites a widespread team of lawyers and professionals to propel Weatherford forward

With journalism in his blood, the Washington Post ’s James McLaughlin has been around for some historic cases

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Allison Brecher has dedicated herself to helping Vestwell tackle the retirement plan market

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Amanda Anderson (Hughes), Jason Wong/The Washington Post (McLaughlin)

Knowing another language

allows you to inhabit a different perspective, to broaden and enrich your personal Weltanschauung. Language provides a window into aspects of other cultures, value systems, identities.

The world is carved up, perceived, and understood differently by speakers of different languages. Spanish, for instance, has two words for “to be”—the unchanging ser and the changeable estar —which native speakers instinctually apply to different situations, different states of be -ing. In Korean, it is common to refer to objects or people with the collective our rather than the singular my (“our house, “our dog,” “our mother”), and the subject of a sentence is often inferred from context; no need to declare that you or I or they did this. Russian has different words for lighter and darker blues, and a 2007 study found that Russian speakers distinguished more quickly between light and dark blues than English speakers.

Yet we are born with the capacity to speak all languages—a capacity that narrows over time as we focus on the languages we employ most often—just as we are born with one hundred billion neurons that fall away over the years through synaptic pruning. The brain discards what it doesn’t need and zeroes in on what it deems necessary. Dim with disuse, the old pathways fade, and the well-worn roads shine brighter, the neural connections growing stronger, surer, with every practice run.

My husband and I are witnessing this process in our daughter. Three months old, she speaks a language we don’t understand but delight in mimicking: cries and coos, grunts and gurgles, sighs and bouts of laughter. Though we lack a common language, her needs are simple, her signals relatively easy to interpret. In a few months, this symphony of sounds will be replaced by babbling and then by words.

With language comes a nuanced understanding of multiculturalism, which has grown in importance in our increasingly interconnected world. Our feature section, Compass, highlights globally minded lawyers whose international backgrounds, experiences, and outlooks have benefited them and their companies. Delli Mireskandari of Gap speaks to the necessity of developing international literacy, commenting that “an ability to see others’ perspectives, as a leader, is a critical tool to bring out the best in a team and motivate them.” And our cover star, Michael Guo of TPG Capital, considers his “unorthodox” life journey among his most valuable assets.

As our daughter grows up, our hope is that she will join more than a fifth of the US population and more than half of the world’s population in speaking more than one language. Our hope is that no matter what languages she speaks, she will feel understood, heard, accepted—and use language to embrace her place in our world.

Hana Yoo Managing Editor Gillian Fry

NightOwl helps global corporations navigate the challenging landscape of enterprise data for legal, security, and compliance teams. Through customized solutions our experts help inspire and empower our clients to be even greater business partners for their organizations. Learn more at NightOwlGlobal.com.

NightOwl proudly congratulates Jennifer Hamilton of John Deere, a true partner who inspires us through her leadership and achievements.

Inspire greater leadership.

Implement

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

A Modern Approach to Law

By Sara Deeter Max Gerega

Jennifer Hamilton pioneers new technology-related practices at Deere & Company, a company established in the nineteenth century

Jennifer Hamilton Senior Counsel and Head of Global Evidence Team Deere & Company

JENNIFER HAMILTON KNOWS EXACTLY WHAT HAS gotten her to where she is today as senior counsel and head of the global evidence team at Deere & Company. “It’s really been a combination of three things: growing up in a family of prodigies, exposure to diversity, and having people in my life who pushed me out of my comfort zone at exactly the right time,” she says.

Hamilton’s mother was a child art prodigy, she explains, while her brother took after their father and started tinkering with computers at the age of three. “Growing up with focused experts was normal,” Hamilton notes. “And while I excelled in school generally, the insecurity of not knowing the ‘one thing’ I should be doing did haunt me.”

A marketing major at the University of Texas at Austin–Red McCombs School of Business, Hamilton questioned whether she should be in a general business program or pursue something more focused (albeit completely unrelated), like art history. But one day, one of her management professors gave the class more important advice that Hamilton has never forgotten: that if they stayed in Texas after graduating instead of getting out and exploring the world, they would be making the biggest mistake of their lives.

“He said, ‘You can always come back home, but you can’t always leave,’” Hamilton recalls. “But at the time, I never considered leaving the state of Texas, leaving my network and comfort zone.” Hamilton was raised in southeast Texas: the “land of oil rigs, seafood digs, and personal injury attorneys,” as she jokingly puts it. It’s also a land of huge divides in terms of culture, socioeconomic classes, and professional status.

“I had friends and neighbors and classmates still laboring under long-standing segregation,” she says. “When I graduated high school, it was the anniversary of the school being desegregated.

“And it was apparent in the gender roles as well,” Hamilton adds. “My mother always wanted me to be

a professional and supported me when I entered that life, but that was never in the cards for her.”

In fact, after graduating from college, Hamilton fulfilled both her parents’ dreams—she took her professor’s advice, left Texas, and secured a position as an account executive at a South Dakota–based computer company called Gateway. She spent less than two years there, though, because the people all around her kept telling her she should go to law school. “They saw what I had to offer before I could see it myself,” Hamilton says. “And that changes the course of your life.”

Years later, after obtaining her JD from the University of Iowa College of Law and honing her litigation expertise in law firms, Hamilton found herself at John Deere, the beloved manufacturer of green and yellow tractors as well as other agricultural, forestry, and construction equipment. Since joining the company in 2006, Hamilton has begun focusing more and more on an area of practice that she calls “a bit unique”: e-discovery.

“It’s what I would call the marriage of technology and dispute resolution. Some people would say it was an earthquake,” Hamilton says with a chuckle. “It’s not just a procedural area of law but also a substantive

area of law. There’s a lot of complexity—and that’s just on the legal side.”

From the very beginning with e-discovery, Hamilton has felt at home. “I spent a lot of time sitting across the table from IT,” Hamilton says of her early efforts to learn about e-discovery. “It felt like I was sitting around the dinner table: I understood what they were saying; I understood about software interfaces and usability and a lot of things that I grew up talking to my dad and brother about, and they appreciated that.”

Hamilton has built Deere’s e-discovery practice group, now called the global evidence team, from the ground up. The global evidence team not only oversees the development and implementation of various policies and procedures but also trains the company on best practices, advises the company on individual e-discovery matters, and coordinates with outside vendors to develop business cases for emerging technologies.

Many of these outside vendors speak highly of Hamilton and her abilities. “Jennifer is a leader who has always been ahead of her time, driving legal operations process excellence years before the industry as a whole was having this dialogue. Understanding

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“They saw what I had to offer before I could see it myself. And that changes the course of your life.”

The Convergence of E-Discovery and Privacy

Since 2006, e-discovery programs have come a long way. What was once a litigation support function has evolved into a proving ground for solving big data challenges. And while e-discovery solutions have had time to mature, the risk of searching, collecting, and transferring data is still very fluid. In the new privacy era, the challenge is to build sustainable processes that comply with a changing landscape of laws.

Privacy has suddenly popped onto the scene in the US, but Jennifer Hamilton has been working through these knotty problems for decades. Studying European Union structures back in law school, Hamilton was keenly aware that the EU was a driving force of change the world. And to prepare for this change, she started early on in her career at Deere to establish a common framework for privacy and e-discovery. “I have a responsibility, as a fisher of data, to comply with both old and new facets of digital risk,” she says. “The duty to discover data must be balanced with the duty to protect it.”

what it means to be a valuable business partner to Deere, Jennifer is always looking for ways to help her organization deliver better services in a cost-effective manner,” says Andrea Wallack, CEO of NightOwl Global. “For NightOwl, Jennifer is a true colleague; she shares her perspective openly, enjoys the spirit of shared dialogue, and inspires our teams to innovate and collaborate in a process of continuing evolution.”

In future, Hamilton plans to strike a balance between e-discovery and the privacy field, two “young cousins in a very old, established family of long traditions,” she says. “We have to figure out how to manage complex and often conflicting laws, newer and newer technology, and huge volumes of data—in an environment of growing restrictions and severe penalties for failure to comply.

“This actually fits well with Deere’s long-term goals,” Hamilton adds. “Deere’s been around more than 180 years, but the company still supports new approaches. We try to strike a balance between shortand long-term thinking and think not just about what we’re going to do but how we’re going to do it.”

“Deere’s been around more than 180 years, but the company still supports new approaches.”

Technicolor Culture

Technicolor GC Kate Winders may be behind the scenes, but her impact on compliance and culture is felt across the company

By Will Grant

IT’S NOT SOME KIND OF ROSE-COLORED COLOR correction at Technicolor; it’s been a great year. The landmark Hollywood institution whose name is on perhaps more beloved films than any others in history kicked off 2020 with four of its film contributions—including Best Motion Picture winner and visual masterpiece 1917—winning Golden Globe Awards. Technicolor also recently took on a small-screen venture: Technicolor VFX was the sole VFX vendor for a one-season Netflix series detailing the world of competitive figure skating, Spinning Out , while the larger parent company supplied film dailies as well as full picture and sound postproduction on the series.

“A total of 670 shots were delivered for the series, with over 100 in the first and last episodes, ranging from 2-D face replacements and ‘world-building’ elements, such as set extensions and crowd duplication,” the company said in a statement. Colorist Mark Kueper added, “There are a lot of color correction tools that can be used to blend the VFX shots with the live action shots. Keying the skin tones of the skaters and paying attention to hairlines and the general contrast of the eyes in particular was important to make everything believable.”

Nor does Technicolor confine itself to earthbound pursuits. Technicolor’s visual effects provider, The Mill, recently partnered with the New York Times to create a mixed reality gallery “designed to give users the exact same view that Apollo 11 astronaut Neil Armstrong had while taking the photos on the surface of the moon,” the company said in a statement. The effort was undertaken in celebration of the fiftieth anniversary of the Apollo moon landing.

A VERSATILE LEADER

Strong partnerships are built by committed partners. Kate Winders has earned a reputation not only as an outstanding leader with diverse legal knowledge, but also as a trusted and respected business partner both within and beyond Technicolor.

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The URL is all blue. Do not make “BD” green as it a ects legibility on light backgrounds.

Congratulations on your continuing success.

Box, URL, and logo Do not center the box/arrow such as the example

But the business of Technicolor far supersedes what appears on film, on earth or otherwise. Kate Winders, general counsel for litigation and labor and employment as well as chief compliance officer for the Americas, applies seventeen years of private practice and in-house roles to not only complex litigation but also managing the legal support function and spends across Technicolor’s diverse business.

Winders has placed particular emphasis on supporting cultural accessibility, becoming secretary of the Technicolor Ethics Committee as well as providing leadership-focused training around #MeToo-inspired cultural compliance and providing positive feedback to employees. As Ethics Committee secretary, Winders is helping launch further training to align core Technicolor values, compliance, and a more easily integrated intersection of the two into employee work. The GC has placed a high priority on better aligning with her HR business partners as she works toward a personal goal of creating definable and sustainable cultural evolution at the 104-yearold company.

The GC has been with Technicolor since 2016 and was promoted to the chief compliance officer role in 2019. It’s meant regular cooperation and collaboration with HR, risk management, audit, sourcing, and the whole legal group. The lawyer now balances defending Technicolor in administrative actions and litigation with more compliance-focused initiatives, supporting HR

and implementing policy and procedure.

Winders also oversees Technicolor’s employment requirements for the considerably more complex California-specific legislation and regulation. The GC is responsible for the company’s immigration, workers’ compensation, and legal spend.

Both Winders and the company can celebrate Technicolor’s accomplishments, knowing full well the people behind the scenes are continuing to make Technicolor a company that does right by all of its people, offscreen or on.

Summit Law Group:

“Kate cuts through the clutter and noise to get to the key issues and then wisely navigates them. We could not ask for a better teammate to work with on complex, cuttingedge matters.”

–J. Chad Mitchell, Partner

Faegre Baker Daniels:

“Kate’s strong collaboration with outside counsel is a testament to her business acumen and diverse legal knowledge. She is an asset to the Technicolor team, and we enjoy working with her immensely.”

–Trevor Carter, Partner

Collaborative Counsel

Senior Counsel Tenley Krueger on the varied career and commitment to working together that have helped her drive value at Halliburton

By Zayvelle Williamson

EVERY PATENT ATTORNEY NEEDS A technical background to truly understand the nature of their work. But Tenley Krueger has more than technical know-how—she has the wide-ranging global experience, the commitment to collaboration, and the innovative vision necessary to help an international corporation like Halliburton really thrive.

Growing up surrounded by lawyers and politicians, Krueger always knew she would one day go to law school. It was just a question of how she would get there. And when one of her high school teachers suggested that she would do well in chemical engineering, Krueger knew she had found the right fit for her.

A chemical engineering and petroleum refining double major, Krueger gained “a lot of industry contacts as well as a foundational education” in her four years at the Colorado School of Mines. Immediately after graduat-

ing, she enrolled in the JD program at Tulane University Law School, where she pursued a concentration in environmental law.

“There were essentially two legal tracks I could take if I wanted to do something with my undergrad degree,” Krueger recalls. “It was always going to be either patent law or oil and gas.”

Krueger chose patent law—at least, to start with. She worked for two years as an associate patent attorney at boutique IP law firm Moser, Patterson, and Sheridan before securing a position as a patent attorney at Total Petrochemicals USA, an international oil and gas company headquartered in Houston, Texas.

In 2005, Krueger started her own patent law firm, TR Krueger PC. She managed the firm for more than eight years before transitioning to Texas-based firm McGlinchey Stafford and, in July 2016, to the position of

Tenley Krueger Senior Counsel and IP Team Lead, Drilling & Evaluation Halliburton

senior counsel in the IP law practice group at Halliburton.

“I’ve had an extremely varied career,” Krueger summarizes with a laugh. “I’ve worked in a boutique firm, a large national firm, an in-house legal department, and in my own firm. I’ve even worked overseas in a local patent firm in Malaysia.

“These varied and global experiences have informed my career, of course,” Krueger continues, “but I’m also able to leverage them now at Halliburton because we have such a huge network of outside counsel and foreign counsel.”

As senior counsel at Halliburton, one of the most prominent oil field service corporations in the world, Krueger works very closely with external counsel distributed across the globe to efficiently prosecute and enforce the company’s patent portfolio.

“Our portfolio spans the US and all over the world, wherever we have operations, so we often have to use local counsel for patent prosecution,” she explains. “I coordinate with our local counsel as well as our internal clients to help them with patent matters, contract negotiations with customers and vendors, and other matters relating to IP and technology.”

In fact, Krueger says, she and her team step in to help if anything that even touches on technology comes through the legal department. “I manage the patent portfolio as well as contract negotiations and drafting, and I also support our chemical

“I’ve had an extremely varied career. I’ve worked in a boutique firm, a large national firm, an in-house legal department, and in my own firm. I’ve even worked overseas.”

Courtesy of McGlinchey Stafford, PLLC

and software product service lines, including Landmark,” Krueger says. “But it’s very collaborative—we work closely with other legal functions and even help the marketing group, especially with trademark and patent issues related to both marketing materials and company branding.”

Krueger’s technical background in chemical engineering often serves as an invaluable aid in that work, she remarks, helping her effectively support product service lines using real business and industry insights. And those insights are key, given how fast the industry is moving.

“One of the biggest challenges I face is the need to develop specific policies and compliance strategies that allow our clients to innovate quickly,” she says. And as Krueger knows, that kind of fast-paced innovation requires unparalleled communication and collaboration. That is exactly what she and the product service line Landmark hope to achieve through Landmark’s OpenEarth Community.

“Landmark looked at how these communities are used in other industries and really liked the focus on collaboration and innovation,” Krueger says of the community initiative, which brings together scientists, software developers, and engineers intent on finding new solutions to ongoing industry problems. “And at the end of the day, that’s what Halliburton is all about—using collaboration to drive technology, innovation, and value for our customers.”

Chamberlain Hrdlicka is proud to recognize the achievements of Tenley Krueger.

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Threading the Needle

Associate General Counsel Moshe Malina finds creative ways to serve the business of innovation at Citi

By Sara Deeter Moshe Malina Associate General Counsel Citi

MOSHE

MALINA MAY BE AN ATTORNEY,

but he has the spirit of an entrepreneur. As associate general counsel at Citi, one of the top banks in the world, Malina specializes in finding creative ways to provide legal support for the “innovative impulse” that drives internal and external initiatives alike to improve the company and the world.

A seasoned Citi team member, Malina has been a member of the banking giant’s in-house legal team since 2004. Over the course of his sixteen years at the company, he has worked across a wide variety of legal areas, including patents, licensing, M&A, regulatory, cybersecurity, and much more. But according to Malina, it is his oversight of Citi Ventures, the company’s strategic venture and innovation program, that has most profoundly marked his legal career.

Malina has been serving as general counsel to Citi Ventures since its inception in 2010, and today it is his primary area of focus. “It’s given me a unique

Lawyering start-up deals requires tackling a range of new and complex legal and regulatory issues but offers a unique vantage point on how the industry is changing. Malina says, “Every week, we’re looking at a new company to potentially invest in—so every week, we’re getting a fresh look at what’s new in financial services as well as in a number of other technology areas.”

As he explains, though, Citi Ventures isn’t just about investing in fintech and other start-ups. It’s also about the development of internal innovation initiatives. One of these programs, called D10X, helps Citi employees across the firm discover, create, and launch new solutions and technologies to help solve problems for the company’s clients. “It’s a sort of internal entrepreneurship program,” Malina explains, that “spans both our consumers and institutional businesses. It implicates legal and regulatory issues, privacy and data protection, and a variety of other areas.” Another program, Studio, func-

perspective on how venture work can be done in a large firm and on how I can add value as a lawyer by structuring and supporting that work,” Malina says. “I’ve had a courtside view on the growth of the venture program for an entire decade, during which time the banking industry as a whole has changed dramatically.”

And even after ten years, Malina says, his work with the Citi Ventures program remains challenging and engaging. As the bank’s venture investment arm, Citi Ventures looks for start-ups that can solve pain points for banks and open up new opportunities. It’s one of the most active corporate venture programs in financial services, with a portfolio of more than fifty firms across fintech, payment, enterprise tech, data analytics, and other areas. Along with its equity investments, Citi typically engages in commercial arrangements with the start-ups, piloting their technology or partnering with them.

Courtesy of Citi

tions as an incubator for Citi Ventures, developing innovative digital solutions that target broader social and economic challenges, with a focus on innovations that can drive economic vitality for people, businesses, and cities.

Finding fresh ideas to challenges are at the heart of Citi Ventures across all these programs, according to Malina. Entrepreneurs, innovators, and creators have an impulse to innovate, and those original ideas serve as the foundation of every new and exciting product. “But to bring those ideas through to commercialization, particularly in a highly regulated industry like banking, requires a lot more work,” he points out.

Malina sees it as his task to find ways to support innovative efforts while controlling legal risks, which itself requires a great deal of creativity—indeed, a level of creativity that is quite unusual within the legal industry.

Attorneys frequently have “templates” for their approaches to various legal matters, Malina says, but that mind-set is often ineffective for a highly dynamic, collaborative, and cross-functional program like Citi Ventures. “We have to find creative and flexible approaches specific to each situation,” Malina says.

To make that work, “you have to work across business and functional areas of the bank to find ways to develop new solutions,” Malina says, and develop a much more in-depth understanding yourself of the emerging technologies and market dynamics driving these changes. “At a high level, the key is ‘threading the needle’ and finding ways to initially test ideas in a minimally viable product form to validate whether they have business potential—while keeping in line with the company’s risk and control framework.”

But no matter how challenging the work is—no matter how small the needle eye—it’s all worth it when a product comes to market, according to Malina. “Watching the realworld impact of a product or investment that you supported— that is the essential measure of success,” he says.

How Leigh Avsec Turned Bad News into a Decade of Success

Leigh Avsec employs her “let’s try it” philosophy at Fortune Brands, where she’s come up as an attorney

By Will Grant

MORE THAN TEN YEARS AGO, LEIGH Avsec sat in an office at Fortune Brands and was told that by the end of the year, she wouldn’t work there. She wasn’t technically employed there in the first place: she’d spent two years at Mayer Brown before the firm took a look at its second-year class of associates and transitioned on the bulk of its lawyers. Avsec was one of the few who were secunded to one of Mayer Brown’s clients to work in-house, salaried for a year by Mayer Brown while provided with work by the client—in her case, Fortune Brands.

“I sat in an office with a very nice person and at the end of our conversation she said, ‘I just want to be honest with you. We’re not going to be able to hire you permanently when your secundment is over.’” The recession was in full effect. It was possibly the worst professional day of Avsec’s life.

Avsec’s response, though, was atypical. “I told her that I was going to work so hard that they’d have to hire me,” the lawyer remembers. She made it happen—and today she’s not only vice president and associate general counsel of Fortune Brands Home & Security, but her most recent promotion put her in the same exact office where she was told a decade ago that she wouldn’t be permanently employed by the company.

“For me, it meant so much,” Avsec says. “I’ve been with Fortune Brands as a young attorney, with Fortune Brands Home & Security as a more seasoned attorney, and because I was with the company during its spin-off, I have been here since its inception. I’ve grown up here and in in some ways the company and I have grown together, and it’s made me so proud.”

It wasn’t luck or happenstance that has propelled Avsec through five promotions. She considers herself someone “with a naturally curious nature, which can lead to some unusual and creative ideas,” and says the support that she’s received from leadership in pursuing those ideas is a major contributor to her own success. “Instead of being told that an idea could never work or that it’s nuts, my boss will usually say, ‘Let’s try it,’” Avsec says. “It’s a philosophy that I’ve worked to communicate to the people that now report to me: ‘It may fail. Let’s try it.’”

That philosophy reflects in Avsec’s tenacity. “What gnaws at me aren’t the

Leigh Avsec VP and Associate General Counsel Fortune Brands Home & Security

times I have failed. It’s the times I was too scared or nervous to try,” she says. Her favorite analogy is that of a tightrope walker. “I’m up there, I’m scared, and people are watching. I may fall and it may be embarrassing, but at the end of the day there’s a net, and those are the people who support me.”

The willingness to take on the unknown has paid off big at Fortune Brands, but it hasn’t been without some disappointments for Avsec. The lawyer took on an anti-dumping case in 2017 that didn’t play out the way she’d hoped. “It was the first big loss I’d ever had, but I knew I did everything I could,” Avsec says. “I dusted myself off and took the exposure it had given me to the world of trade and really grew from the experience.”

That exposure to trade has turned into big business for Fortune Brands. “When I started in trade, it was just a side note for the company, but it has really morphed into an incredibly important priority for my company,” Avsec says. She traveled to Washington,

Deli vering for Postmates

DC, with members of company leadership and made Fortune one of few companies to get some of its products successfully moved off of the Section 301 tariff list. “We were successful because we tried,” Avsec says. “We went there. We didn’t hire lobbyists. We just told our story.”

Fortune Brands is now part of a coalition of forty domestic cabinet companies whose workers are endangered by low-priced cabinets and vanities from China. “We’re working hard to protect the jobs of our eleven thousand workers all over the US,” Avsec says. “That’s what I’m working for every day.” Working on behalf of US jobs, Avsec says, is a personal passion as well as a professional one. Her husband, also a lawyer, is from an area in northern Ohio that has lost nearly all of its industry. “I see what happened to that community. There are great people but no jobs, and I don’t want to see that happen in the communities where our factories are.”

As Avsec continues her professional climb, she says that a general counsel job for a publicly traded company has always been a dream, but ultimately her dream is less about a title and more about making a difference.

“If you give me a choice between a GC job where I sit in an office and do nothing and a different role where I’m doing work that matters, I’m going to take the second job every time,” Avsec says. “For me, the ultimate reward is doing work that matters.”

Faegre Drinker joins Modern Counsel in saluting Robert Rieders for his role in advancing the ambitious legal and business objectives of Postmates. An accomplished attorney and businessman, Rob’s unshakable integrity, coll aborative spirit and proactive approach to the l aw further amplify his contributions to Postmates and the broader legal community.

“For me, the ultimate reward is doing work that matters.”

Achieving Through Adaptability

By Russ Klettke

Versatility and a willingness to try new things have helped Jaime Heins succeed as senior commercial counsel at Keurig Dr Pepper

“EXPECT THE UNEXPECTED,” JAIME HEINS SAYS. HE accepted a position as senior counsel at Keurig Green Mountain in 2015 in part because he wanted the experience of working for a large public company, and the very next year, it was acquired by a group of investors and went private. In 2018, Keurig Green Mountain merged with Dr Pepper Snapple Group, forming the company now known as Keurig Dr Pepper, which is back to being publicly traded.

Heins, who focuses on commercial transactions, real estate, and litigation at Keurig Dr Pepper, is unfazed by the dramatic changes that have taken place

within the company during his tenure there. “I learned going into this that you need to be very resilient,” he says. “You need to be flexible in an industry like this because things can change very quickly. It’s been an incredibly dynamic and transformative five years.”

He’s certainly met his goal of working for a large company: Keurig Dr Pepper is the third-largest beverage company in North America, with more than 25,000 employees. Prior to being hired by Keurig Green Mountain, Heins spent nine years working for Burton Snowboards in Burlington, Vermont, which he describes as “a private company that is a very strong

Heins Senior Counsel, Operations & Commercial Litigation

brand globally but just wasn’t a growing business.” He wanted to expand his repertoire, he says. “I felt like there’d be more challenges and more opportunities all around working for a bigger company in a more dynamic industry.”

His current position not only allowed him to stay in the Burlington area—a boon, especially since his wife is also an attorney—but also expand his skill set. “I came in as purely a transactional lawyer, supporting the business—everything from supply chain to commercial activities, customers, retail accounts, et cetera,” Heins says. After he’d been at the company for a couple of years he saw there was anti-trust and commercial litigation happening that the general counsel didn’t have the bandwidth to manage because he was being pulled in other directions.

“I put my hand up and just asked, ‘Can I help with this?’” Heins says. “One thing led to another and that just really tacked on an additional part of my job, which is commercial litigation support for the legacy hot business, as we refer to the coffee systems.” If you’re versatile and willing to put yourself forward and try new things, he says, you can choose your own path rather than waiting for people to find you.

Heins wasn’t involved in the 2018 merger (other attorneys led in that effort), but his experience in the consumer packaged beverage industry includes sales and marketing advisory support for the company’s US operations, leading strategic licensing transactions for Keurig Dr Pepper’s hot beverage portfolio partners, such as Starbucks, Dunkin’, Peet’s Coffee, and McCafé. He describes himself as “a utility player in a commercial generalist hybrid role, with a legal skill set that suits my career preferences and allows me to interact cross-functionally with most of the organization.”

Another secret to Heins’s success may trace back to his upbringing: he was the second of nine children. “I had to develop listening skills pretty early, since there was always someone talking and the default was to listen until you could get a word in,” he says. “The key to any client relationship is to listen to what the client wants, understand their needs and goals and concerns, and communicate clearly how the project and work will proceed.” He adds, “I tend to be a listen-first type of personality, and it feels like that’s served me well in the in-house legal world.”

The company philosophy also meshes well with Heins’s own beliefs. While in law school at the University of Pennsylvania, he embraced the concept of leading from the middle. “The idea is to develop leaders who can be effective at driving change at any level of an organization,” he says. “In other words, it’s not all top down from the C-level.” That means everyone in an organization should strive to be a leader in some respect, from senior leaders to middle managers to front-line and field employees.

Heins says that company CEO Bob Gamgort believes in high-performance training, which is a similar concept. “It’s essentially leading from the middle—really just giving everybody at every level of

Jaime

Keurig Dr Pepper

Matthew Guillory

the organization decision-making authority and accountability,” he says.

If you’re not getting the leadership opportunities you want within your own organization, Heins says, volunteering is a good option—and it might even enhance what you bring to your day job. “You can look at your community, nonprofit board service, local elected office; there’s no shortage of leadership opportunities if you expand your sights,” he says.

Heins himself has done just that: after relocating to Vermont in 2005, he jumped into volunteering with local boards, committees, and commissions, such as the Greater Burlington YMCA, South Burlington Land Trust, the Shelburne VT Planning Commission, and as an elected official on the Shelburne Selectboard. “Governing is hard work, even in a small town,” he notes. “I think these experiences translate back to your professional experience in a lot of ways; you just bring different things to the table. My public service experience has helped me fine-tune my leadership skills and make me more effective in my day-to-day job.”

Ropes & Gray:

“I have been through bet-the-company litigation with Jaime and know from experience that he is a steady hand, a valued voice, an indispensable sounding board, and an insightful teammate—plus, he’s a lot of fun.”

—Randy Bodner, Partner

ROPES & GRAY congratulates

JAIME HEINS

Senior Counsel , Operations and Commercial Litigation

KEURIG DR PEPPER

on his outstanding legal career and his recognition by Modern Counsel

“You can look at your community, nonprofit board service, local elected office; there’s no shortage of leadership opportunities if you expand your sights.”

The Sweeter Side of Legal

James Turoff has built his career by taking any opportunity to grow—and now he helps the Hershey Company do the same

By Billy Yost

Portraits by Gillian Fry

IT’S FAIRLY EASY TO SEE THAT JAMES Turoff is motivated to become a general counsel. The vice president and deputy general counsel at the Hershey Company has built out what he calls his “corporate generalist” expertise in his sixteen-year legal career, making important strategic stops along the way, all in service of someday taking on a large-scale GC role.

Hungry to take on any opportunity, Turoff helps the chocolate and snack company pave the way for the future, embracing the power of artificial intelligence (AI), technological partnerships, and the possibilities of serving the business better and becoming a better lawyer.

Hershey’s has allowed Turoff to dive into an amazing breadth and depth of experience. “I’ve done just about everything a person can do in the law department at Hershey,” Turoff says. “This was largely because I was open to possibilities and was willing to raise my hand.”

The recent diversification of the most famous name in chocolate is particularly important to Turoff’s own development as a lawyer. The largest acquisition in company history, the 2017 $1.6 billion purchase of Amplify Snack Brands (whose brands include SkinnyPop popcorn, Pacqui tortilla chips, and Oatmega protein bars), didn’t just go down on Turoff’s watch; it practically fell into his lap.

“M&A isn’t what I was brought here for, but we had a few people transition when the deal came around, and I volunteered,” Turoff says. “I think I was the only one left standing with the necessary legal M&A experience.”

It was the first major portfolio expansion in the push by company CEO Michelle Buck for Hershey to become more than just a confectionary company and, in her words, transform into an innovative snacking powerhouse that “will enable us to bring scale and category management capabilities to a key subsegment of the warehouse snack aisle.” Turoff was also deeply entrenched in the $397 million acquisition of Pirate Brands in 2018 as well as the $420 million acquisition of One Brands in 2019. But M&A isn’t the end-all for Turoff. It’s just the beginning.

The way the DGC rolled up his sleeves to take on M&A work is the same way Turoff wound up spending two years traveling back and forth from China, mentoring a traditionally trained Chinese legal department to operate with more Western-style leadership during an acquisition. Along with overseeing the day-to-day legal operations, Turoff was part of the strategic leadership team advising on how to bring two companies—and two cultures—together to run successfully as a business.

James Turoff VP and Deputy General Counsel The Hershey Company

“It happened because I was open to it,” Turoff says. And the same philosophy goes for Turoff’s experience in labor and employment, litigation, enterprise risk management, and commercial business advising.

In addition to advancing his skill set in these ways, Turoff greatly cherishes the experience that many lawyers never have. With the retirement of general counsel Leslie Turner in February 2018, Turoff and another attorney essentially split GC duty for nine months during the search for a new legal head.

After the new GC came aboard, the legal department was flattened out for another six months while the new hire got his sea legs, which meant everyone was reporting to Turoff. For a lawyer hoping to one day be a GC, there really is no better preparation. “I don’t think many folks in the DGC role have had a GC-level experience for almost a year,” Turoff says. “I was very fortunate.”

When it comes to the future of legal, Turoff has obviously spent time thinking about the inevitability and advantages of change. “I am getting more and more aligned to the notion that the way legal departments provide services to their business clients needs to change fundamentally,” Turoff says. “How do we partner with technology providers, leverage tools, and better communicate to more effectively provide business advice and capture that advice in a way where we’re sharing the knowledge?”

Turoff says technological partnerships may be the key to changing the way those services are provided. Foremost, Hershey spent extensive time overhauling its contract model. “We historically spent inordinate amounts of time reviewing

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WilmerHale joins Modern Counsel in honoring James Turoff and The Hershey Company.

“How do we partner with technology providers, leverage tools, and better communicate to more effectively provide business advice and capture that advice in a way where we’re sharing the knowledge?”

every contract without a well-developed matrix of how we should be spending our time,” Turoff says.

While an in-house SharePoint site has helped ease some of the burden when it comes to contract templates for high-volume requests, the eventual hope is that a third-party contract provider firm can serve as the intake for contracts and as the frontline for any type of negotiation that needs to be made.

Further down the line, Turoff sees serious potential in AI’s ability to do the work. “I really think AI is the future of contracts and a lot of other commodity areas in the legal department,” Turoff says. The pace of change requires the DGC to always be learning, but he says it’s one of the best parts of the job.

“I’m at a point in my career where the journey of where we’re going and what’s happening in broader regulatory and political environments—and how we bridge those two—offers me a lot more excitement than reviewing contracts,” Turoff says. Of course, he acknowledges that those contracts are important, but Turoff has been working with a bigger goal since early on his career—and there’s no doubt he’ll be there soon.

Wilmer Hale:

“James is an exceptional lawyer, strategic thinker, and colleague. He is dedicated and passionate about helping the Hershey Company succeed, and he is a pleasure to work with.”

–Joel Green, Partner

Walking on the Moon

Velcro’s Ben Kaplan keeps legal proactive at the company fifty years after its lunar debut

By Billy Yost

WITH SPECIALTIES RANGING FROM CORPORATE LAW to intellectual property to tech and software licensing as well as a diverse résumé working as an in-house counsel for software, network solutions, and medical device firms, Ben Kaplan has made his mark over a storied twenty-year career in the legal industry. The attorney represented public companies for multiple firms, engaged in venture capital financing and company formations, and handled a wide variety of M&A projects before going in-house in 2004. From there, the attorney leveraged his experience and then some by handling the catchall of in-house work, particularly in the technology and manufacturing spaces.

In 2018, Kaplan managed to find a company that had been somewhere he hadn’t: the moon. The now chief administration officer, general counsel, and secretary at Velcro Companies came on board just in time for the company’s fiftieth anniversary celebration of its role in the 1969 moon landing as part of the Apollo 11 mission: its hook and loop fasteners ultimately comprised approximately 3,300 square inches of the command and lunar modules’ interiors and exteriors. The company’s products played a part in everything from keeping astronauts’ boots and watches on to preventing their food from floating away.

The company has come a long way from its roots, essentially becoming synonymous with anything that makes that famous scraaaaatch sound. To protect this vital legacy, the legal team has had to contend with the challenge of not losing its iconic VELCRO Brand name to “genericide.” This legal term describes an instance when a brand name becomes so widely used that it loses its ability to distinguish itself as an individual product. Instead, it becomes “lowercase” and thus unenforceable in terms of trademark claims (think aspirin, escalator, or zipper). Velcro Companies has successfully fought off trademark erosion and maintained a strong brand presence without losing its claim to its flagship hook and loop fasteners.

Kaplan says his legal team has a dedicated lawyer and paralegal who

oversee enforcement, proving that just maintaining the brand name is literally more than a full-time job. “It’s a fun company to work at because whenever I say I work at Velcro, it brings a smile to people’s faces indicating immediate brand recognition,” Kaplan says. “But that recognition requires constant vigilance and internal adherence to brand guidelines to make sure we’re using them properly—and policing our own behavior and ensuring that other people are using it correctly in the global marketplace.”

It’s an important component of the company’s legal practice, but it’s also only one part of the multitiered initiatives Kaplan is helping support in accordance with the company’s goal to better centralize and streamline its worldwide operations. The GC says that the inter-

nationally active company had been operating almost as semiautonomous regional operations but that the management team has led a worldwide push to globalize finance, HR, legal, and other functions to report up to Manchester, New Hampshire, headquarters.

“Part of my responsibilities were working with the tax department to see where there were redundancies in corporate entities,” Kaplan says. “I was part of an effort working to merge entities together when they were performing similar functions in the same country.” As part of these changes, Kaplan was given the responsibility to lead the HR function.

Part of the legal department’s effectiveness at Velcro Companies stems from Kaplan’s intrinsic drive to own his role. At Pegasystems, where he spent nearly four years, Kaplan developed a

“Whenever I say I work at Velcro, it brings a smile to people’s faces indicating immediate brand recognition. But that recognition requires constant vigilance and internal adherence to brand guidelines to make sure we’re using them properly— and policing our own behavior and ensuring that other people are using it correctly in the global marketplace.”

Ben Kaplan Chief Administration Officer, General Counsel, and Secretary Velcro Companies

reputation for company-wide hot potatoes cooling off on his watch.

“I would say, ‘This is a legal matter and I’m going to own this,’” Kaplan says frankly. “You’re allowed to talk with outside counsel, but you also have to do work on your own and get up to speed in matters in which you might not have as much experience. In-house, you don’t get to say, ‘That’s not my department.’”

It’s also evident that Kaplan brings a much broader perspective to his legal role, intent on learning the ins and the outs of whatever business he may be operating in to most effectively support the company’s bottom line. “Being a lawyer is truly about learning the business: what they do, how they do it, and what their differentiator is from their competitors,” Kaplan says. “What I’ve enjoyed so much about Velcro Companies is being able to help the business grow in whatever way I can.”

The GC was instrumental in the development of a risk mitigation team that is tasked with being proactive about recognizing potential risk for the organization. “The way you avoid risk is to get out in front of it,” Kaplan says. “In the process of seeking out a new insurance broker, we recognized that we need to continue to think deeply about potential risk and not simply wait around for an accident or incident to happen and a claim to be filed.”

More broadly, Kaplan says he’s intent on making sure legal is available to every part of the organization, from distribution agreements to IT. “It is absolutely imperative to know your internal customer,” Kaplan says. “Again, it all comes down to understanding your business’s needs and figuring out the business problem you’re trying to solve.”

The business-facing legal strategy at Velcro Companies seems poised to keep the company connected, by hook and loop fasteners if necessary, to every part of the company.

Recognizing Ben Kaplan

General Counsel and Secretary

Velcro Companies

Foley Hoag LLP:

“Ben faces wide-ranging issues across Velcro’s worldwide operations. His keen intellect, superb judgment, and unflappable style allow him to navigate the trickiest waters to reach effective solutions. We are honored to work with him.”

–Malcolm G. Henderson, Partner and Cochair, Debt Finance Practice

The Modern Way

By Russ Klettke

WORKING AS AN IN-HOUSE LAWYER WITH A MANUfacturer was never part of Emily Maki Rusk’s career plan—yet today, she’s senior counsel for Whirlpool Corporation. Her dream of becoming a lawyer was inspired by her mother’s political activism while Maki Rusk was growing up in Oklahoma, and after getting her JD from Washington University in St. Louis, she happily worked as an associate at firms in Chicago and St. Joseph, Michigan, for several years. In 2008, though, a legal counsel position at Whirlpool presented itself, and within five years Maki Rusk had been promoted to senior counsel. More than eleven years after she was first hired, she’s still there.

“Going in-house really helped me grow as an attorney,” Maki Rusk says. “Lawyers in firms are more risk averse. I had to get comfortable with understanding the risk-reward equation of product innovation.” She can’t stand in the way of modernization, especially because Whirlpool and the brands it owns (including KitchenAid, Maytag, JennAir, and Amana) have maintained market share in part due to a long history of sustainability-related innovation.

With all product innovation, though, comes some risk. Maki Rusk is intimately familiar with such risks: she’s not only Whirlpool’s senior counsel but also lead attorney in the North American dispute resolution group of the company’s law department. As she explains it, most of the appliances manufactured by Whirlpool Corporation use both electricity and water. Every single appliance needs to be installed (and connected to electricity and water) by humans—and sometimes, humans make mistakes.

For example, major innovations are taking place in front-loading washing machines and hyperefficient refrigerators. While earlier models of these appliances would make up about a quarter of the typical home’s carbon footprint, the newest models not only use significantly less electricity, the washers also save on water and soap use. Misuse of front-loading washers can cause property damage, though—and the litigation that sometimes results from that damage falls under Maki Rusk’s purview.

Maki Rusk hadn’t planned to become a litigator, either (it’s the law specialty that’s generally regarded as the least welcoming to women). She originally considered going into criminal law, but a clerkship steered her toward

As senior counsel at Whirlpool, Emily Maki Rusk takes risks and employs technology to increase efficiency

Emily Maki Rusk Senior Counsel Whirlpool Corporation

litigation, and she was open to the idea. It’s consistent with how she approaches her career: “I’ve always been willing to say, ‘I’ll try it,’” she says.

That can-do attitude led to a win for the company. A few years into Maki Rusk’s tenure at Whirlpool, she was asked to manage a class action involving ERISA (employee retirement) benefits. “The subject was foreign to me,” she says. “But I learned new areas of law and Whirlpool’s business. It gave me a chance to work on a high level with the company—and we won the case in the Sixth Circuit Court of Appeals.”

Maki Rusk’s colleagues speak highly of her as well. Richard J. Hammett, labor and employment partner at the firm Baker McKenzie, has worked with her and says, “Emily has the unique ability to be both a driving force and a calming influence. She has a deep understanding of litigation dynamics and the natural decision points as a complex case progresses. These skills were invaluable to the success of the benefits litigation, where the controlling law completely changed over the life of the case.”

She’s also eager to learn more about technology. Supervising a

Baker McKenzie congratulates Emily Maki Rusk, Senior Counsel at Whirlpool Corporation

& McKenzie International is a global law firm with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a “partner” means a person who is a partner or equivalent in such a law firm. Similarly, reference to an “office” means an office of any such law firm.

team of nonlawyers, Maki Rusk finds that tools such as Google Data Studios help with communication as well as analysis of what’s happening in litigation.

“Data analytics is a big part of my job,” she explains. The Google tool can create a visual display of data to communicate metrics and trends that wouldn’t otherwise be obvious, she says.

Other companies are also developing tools that would perform advanced search functions in the legal literature to gain information about opposing counsel and the courts where cases will be tried. This knowledge could eventually help to guide the company’s legal strategies, including what the likely return on investment would be in going to trial.

Another initiative Maki Rusk embraces is Lean, a management method by which organizations maximize customer value while minimizing waste. It’s used company-wide—not only in manufacturing, where cutting down on waste has a definitive effect on the bottom line, but also in administrative functions. Before her disputes team used the method, Maki Rusk says, they didn’t have any sense of performance metrics.

“Lean brought us a mind-set shift to empowerment. That included getting rid of monthly meetings, for example. Now we do biweekly ‘standup meetings’ where we can discuss key metrics like volumes and use a visual CI [continuous improvement] board. Those meetings don’t even require a leader; we just rotate facilitators and the group leads itself.”

These practices have had a notable effect on department operational costs, she says, while digital tools enable her team to be more effective. It goes to show that managing litigation for a Fortune 500 company has as much to do with smart management practices as with courtroom dynamics: Maki Rusk gets the job done with technologically advanced efficiency.

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We have one of the largest and most recommended dispute resolution practices in the world. Our team brings decades of trial experience to the table, with former prosecutors and government officials contributing to our bench strength. We work collaboratively to provide clients with “one-stop” domestic and international employment litigation representation. We defend clients in high-value, complex, multijurisdictional cases, including the full gamut of ERISA claims, wage and hour, misclassification, and other contentious issues, representing clients before all levels of court. We have a strong track record of prevailing on summary judgment and class certification, negotiating favorable settlements, and winning cases at trial. bakermckenzie.com

“I’ve always been willing to say, ‘I’ll try it.’”

Insuring the Insurers

Trey Humphrey guides fifty-three-year-old Lockton through a new venture: reinsurance

By John Larrabee

HURRICANES, FLOODS, WILDFIRES— they’re all over the news these days. Some experts believe that global climate change could make such disasters even more common in the years to come, but there’s no way to know for sure. What is known is that catastrophic events can overwhelm the insurance companies charged with helping the world recover.

Lockton, the world’s largest privately held, independent insurance brokerage firm, is preparing for that scenario, says Trey Humphrey, director, executive vice president, and group general counsel. In 2019, Lockton launched a new global reinsurance business, Lockton Global Re, offering clients a way to mitigate risk.

“Investing in reinsurance is a strategy I am fortunate to have the opportunity to support,” Humphrey says. “There’s been a lot of consolidation in the insurance brokerage space—our largest competitor, for example, recently acquired another company. That means fewer players. But the market prefers more choice, not concentration. As a result, we think we’re well positioned to become the next major player in the reinsurance market.”

The “Critical Pillar” of Reinsurance

What exactly is reinsurance? The Motley Fool website calls it “insurance for insurance companies.” In other words, it’s a way for insurers to lower their risk in the event of a major disaster. If, for example, a hurricane wallops the Florida coast and leaves an insurer with a billion-dollar bill for damages,

Trey Humphrey Director, EVP, and Group General Counsel Lockton

Courtesy of Lockton

reinsurance helps cover those costs. Without such protection, the company could be wiped out.

Lockton executives have called the move into reinsurance “a critical pillar” in an aggressive growth plan. Humphrey believes the company has an edge over competitors moving in the same direction because they are still privately held.

“It’s our biggest advantage,” he says, “because it allows us to take a longterm view. Most of our competitors are publicly traded and focused on quarterly earnings results, or they’re owned by private equity firms just looking to quickly grow and sell their investments to another buyer. We’re different. We can let a business germinate and develop naturally. Instead of taking a twelve-month view, for example, we can accept that it may take five or six years for a new initiative to properly develop.”

Launched in Kansas City, Missouri, in 1966, Lockton has grown substantially in recent decades. The company provides solutions in risk management, insurance, and employee benefits to more than fifty thousand clients internationally and is now the ninth-largest insurance broker in the world.

Humphrey came on board in 2000. A graduate of the University of Kansas and the University of Missouri–Kansas City law school, he first worked for several Kansas City law firms. During that time, he found himself handling assignments from Lockton.

“I got on well with them and was excited about the direction in which the company was heading,” he recalls. “Now I like being on the inside and being able to help build the business. We work well as a team and we really like winning.”

The Key to Growth is Talent

With that in mind, the company is aggressive about seeking out and hiring talented people. Perhaps that’s part of the reason that Business Insurance and Best Companies Group has put Lockton first in its annual Best Places to Work in Insurance feature for eleven years in a row.

“At Lockton, we preach the gospel of double-digit revenue growth each year,” Humphrey says. “And to do that we have to win the war for talent. The legal department is a component of that: bringing people into the organization, developing them, and helping them succeed. We recognize it’s in the company’s best interest to develop the next generation of leadership throughout the organization.”

Because Lockton still relies on outside attorneys, one of the top challenges facing Humphrey’s team is keeping those costs under control. “We’re all working hard to optimize operational issues, of which our legal spend is a component,” Humphrey says. “Our outside legal spend is a multiple of the payroll cost of our inside department, so it’s important for us to be more efficient with that. We’re exploring ways to bring more transparency and compe-

“At Lockton, we preach the gospel of double-digit revenue growth each year. And to do that we have to win the war for talent.”

tition to the process of selecting outside legal counsel. We’re also evaluating different technologies to help with the process of selecting and managing outside legal counsel.”

Everyone at the company is involved in tracking global events that could impact the insurance industry, from storms and earthquakes to new threats like cybercrimes and terrorism.

“I’m not a scientist and I don’t know if I can attribute increased frequency of storms to global warming,” Humphrey says, “but there certainly appears to be a correlation. Catastrophic storms, fires, earthquakes— that’s something the reinsurance business is sensitive to. There’s a lot of investment— talent, time, and resources—in developing predictive models and managing catastrophic events. Many of our clients are multinational companies. We have to be aware of problems across the globe.”

Humphrey also predicts continued growth for Lockton in the years ahead, both organic and through acquisitions. “When I started here, we were a $100 million company with six offices in the USA,” he recalls. “Now we’re on the cusp of becoming a $2 billion company with operations all over the world. That doesn’t happen by accident. It comes with a lot of hard work. The man on the top of the hill didn’t just get dropped there.”

We join in congratulating Trey Humphrey on his recognition by Modern Counsel.

Tracy Preston

SVP and General Counsel

Neiman Marcus

Thom Jackson

Photo

Retail

Tracy Preston helps steer major retailer Neiman Marcus through a time of digital and financial transformation as it repositions itself in a changing market

By A.J. Zak

Transformation

IT’S BEEN A WHIRLWIND YEAR FOR luxury retailer Neiman Marcus. The company is on a transformational journey to position itself as a preeminent luxury customer platform, allowing people to shop seamlessly via a variety of digital and in-person services. For senior vice president and general counsel Tracy Preston’s team, all that innovation means constantly keeping up with changes driven by the digital marketplace.

“It’s an exciting time to be a part of the retail industry’s growth,” Preston says. No one is sure what retail will look like in five or ten years, or how the role of the department store will change in that time, she says. “Pioneering new frontiers in the digital space has everyone trying out new things.”

Interpreting technology laws that haven’t kept up with the pace of digital change is just one of the many things keeping Preston busy during this time of evolution at Neiman Marcus. She also oversaw a huge transaction to recapitalize the company’s debt structure, and has been doing all this work alongside an entirely new executive leadership team.

Preston has been at Dallas-based Neiman Marcus since 2013, after more than a decade with Levi Strauss & Co. Raised in Virginia, Preston went to Georgetown University for her BA before attending the University of Virginia School of Law in Charlottesville. At Neiman Marcus, her legal team works on everything from corporate governance to employment issues to cybersecurity to marketing efforts. The recent debt recapitalization project she led took nearly two years and essentially provides the company with enough runway to ensure its current transformation will be successful, Preston says.

As Neiman Marcus’ business model

evolves to serve customers digitally, some facets of law tend not to advance quickly enough to keep up with that pace of change. One example Preston gives is in the sphere of social media advertising. While the Federal Trade Commission has provided guidance over the years, it was not until November of this year that it issued the Advertising Disclosure for Influencers.

“Law takes time to catch up to where we are,” Preston says. “Sometimes the case law may not be there to give us some direction.” That makes for exciting opportunities to interpret and analyze existing laws for the company’s needs.

Preston’s dedication and leadership have certainly impressed her colleagues. “Through a number of complex and novel transactional and litigation matters, Tracy has proven herself to be a skilled and innovative practitioner and an exceptional leader,” says Pippa Bond, partner at Kirkland & Ellis. “The Kirkland team is honored to have collaborated with her on many of these important milestones for Neiman Marcus.”

Along with focusing on the business side of her work at Neiman Marcus, Preston prioritizes giving back to her community. She sits on several nonprofit boards, including the Dallas Holocaust and Human Rights Museum, Dallas Theater Center, and the AT&T Performing Arts Center. Preston also provides pro bono legal services when she’s able to, for issues ranging from homelessness to landlord and tenant law.

She believes mentorship is one of the most rewarding ways a person can change the trajectory of someone else’s life. That value has been a constant throughout her career in part because her parents are both teachers, so guiding others is something she gravitates toward, she says.

Mentorship also “diminishes the common pitfalls that we all have, quite honestly—of self-doubt, inexperience, and marginalization as we are developing either professionally or even just in our personal lives,” she says. “I think by mentoring, it gives permission to the next generation to express their talents in a productive way.”

“It’s an exciting time to be a part of the retail industry’s growth. Pioneering new frontiers in the digital space has everyone trying new things.”

The Value of Travel

Beyond all the work Tracy Preston does in the office and mentoring colleagues in her field, she is an avid traveler and believes deeply in the impact of seeing the world—it affects not just a person’s worldview but also their capacity as a leader, she says.

Egypt, Chile, Tanzania, Peru, Mexico, Iceland, Fiji, and Belgium are just some of the international locales she’s traveled to or lived in for brief stints.

“I would say that all these experiences definitely informed my work,” she says. “It allowed me to understand that while the language we may be conducting business in is the same, there are cultural cues and nuances that have to be understood. I’ve been more cognizant of things when I’ve done global or international negotiations or managed people.”

Preston also frequently gives talks at law firms and industry events, providing guidance for young attorneys. In September, she received an award from the national organization Step Up in recognition of her mentorship work with young girls, and this year Black Enterprise magazine put her on its list of the most powerful women in corporate America. Her leadership work has deepened her understanding of the value of diversity and helped her become more cognizant of the fact that people learn in many different ways.

“The more exposure one has toward any given diverse experience—whether it’s gender, race, cultural identity, learning style, or business environment—adds value when it comes to leadership,” Preston says. “The broader scope of perspectives, life experience, business exposure, provides access to a greater constellation of solutions to move outcomes forward.”

Reflecting on her success as a mentor, Preston says that if she could give her eighteen-year-old self a piece of advice, it would be about the importance of courageousness and authenticity.

Expertise Spotlight

Kirkland & Ellis is an international law firm that serves a broad range of clients around the world in private equity, M&A and other corporate transactions, litigation, white collar and government disputes, restructurings, and intellectual property matters. We offer the highest quality legal advice coupled with extraordinary, tailored service to deliver exceptional results to our clients and help their businesses succeed. We invest in the brightest legal talent and build dynamic teams that operate at the pinnacle of their respective areas. And we believe in empowering our lawyers, encouraging entrepreneurialism, operating ethically and with integrity, and collaborating to bring our best to every engagement. These principles have guided us in building successful long-term partnerships with clients since our founding in 1909.

“Authenticity

compass for a successful life,” she says. And when it comes to dealing with rejection, she recalls a famous quote attributed to Albert Einstein that embodies her approach: “I’m thankful to all those who said no. Because of them, I did it myself.”

Proskauer:

“We value our long-time working relationship with Tracy, our friend and colleague. She is a consummate professional and a proven leader who approaches every project with a business savvy combination of diligence and innovation.”

–Colleen Hart, Partner

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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

Embracing the Unorthodox

Deputy General Counsel Michael Guo of TPG Capital has always known he’s different. But as the distinguished M&A attorney has learned throughout his years at top institutions in both China and the United States, standing out from the crowd isn’t a bad thing.

By Sara Deeter Portraits by Cass Davis

According to the Chinese government, Michael (Xiaoyu) Guo was never supposed to exist. He’s the second child in his family, born during the days of China’s one-child policy, and grew up knowing that he was different from his peers, his friends, and even his own brother. He was often reminded that it was unusual to have a sibling, especially by the TV shows that promoted the policy and, he says, tried to shame people who had more than one child.

“That had a pretty enduring impact on my life,” Guo says. “But because I was already different, I haven’t been afraid of seeing things differently, voicing different opinions, or thinking about things differently.” That willingness—determination, even—to stand out from the crowd has propelled Guo from Peking University to Harvard University and from Wall Street law firms to one of the most prestigious private investment firms in the world: TPG.

“I was born in a pretty rural place—I don’t think people there have internet even now. But my parents had already had my brother, so they needed to hide me with my grandparents,” Guo recalls of his early childhood.

Guo stayed with his grandparents for a little less than a year before his mother came to bring him back to Chengdu, where his father was an administrative staffer at a university. Years later, when Guo took the “infamous” Chinese college entrance exam, he placed fourth out of approximately three hundred thousand students across the entire province. He says, though, that his success wasn’t entirely due to his intelligence.

“I always knew that I wasn’t the smartest kid among my peers,” he says. “But I am confident and very hardworking. People don’t get to a position like this simply because they’re lucky—although I am very lucky—but rather because of the amount of work they put in and the challenges they take on along the way.”

opinions, or thinking about things differently.”

“[B]ecause I was already different, I haven’t been afraid of seeing things differently, voicing different

Michael (Xiaoyu) Guo

Deputy General Counsel

TPG Capital

The Battleground

Guo has certainly worked hard on the way to securing his current role as deputy general counsel at TPG Capital, the private equity platform of global alternative asset firm TPG. After graduating from Peking University with a bachelor of laws, Guo spent nearly four years as an M&A associate at Fangda Partners in Beijing. He went on to complete a master of laws (LLM) at Harvard University before joining Simpson Thacher & Bartlett, a renowned international law firm headquartered in New York City, and later Ropes & Gray, a global law firm that has overseen some of the most notable M&A transactions in the world.

“Michael’s breadth and depth of experience—both at TPG and in private practice in the US and China—makes him an extraordinary resource for outside counsel like us at V&E when we are collaborating to provide advice to TPG’s deal professionals,” says Lande Spottswood, a partner with the M&A and capital markets practice at Vinson & Elkins.

During his early career, Guo strove to build a foundation of substantive legal skills. While that foundation is critical to the success of any attorney, he says, establishing it often takes more initiative than one might think.

“When I first graduated from college, I was working at a relatively small office of Fangda Partners in Beijing, where I

Expertise Spotlight

At Vinson & Elkins, our people are our strongest asset. Collaborating seamlessly across thirteen offices worldwide, we provide outstanding client service. Our lawyers are committed to excellence, offering clients experience in handling their transactions, investments, projects, and disputes across the globe.

Established in 1917, our firm’s timetested role as a trusted advisor has made it a go-to law firm for many of the world’s leading businesses. We bring competitive strength, insight, and know-how to guide our clients through their most complex transactions and litigation. V&E has represented TPG and TPG portfolio companies in myriad situations for more than a decade, including in connection with corporate transactions, special-situations investments, and litigation matters.

was able to take on bigger responsibilities, take ownership on a lot of highly visible assignments, and work directly with one of the founding partners even as a first- and second-year associate,” Guo says. “That meant there was a lot of pressure, of course, but I think that this is an occupation where you only learn things when you put yourself on the battleground.”

Training for the legal battleground demands dedication—but fortunately, Guo was more than willing to put in the necessary work.

“When I started at Simpson Thacher after moving to New York, I essentially had to ‘restart’ my career and ‘rebuild’ my legal knowledge base and skill set. When I think back to those days, I think my wife could count on her hands the total number of nights that I was home for dinner,” Guo says with a rueful chuckle. “That’s not something to brag about, obviously, but it shows that I always put in 100 percent, whether I get a multibillion-dollar public merger transaction or a small diligence contract to review.”

Weil congratulates Michael Guo and values its relationship with TPG Capital and its exceptional legal team. Weil, Gotshal & Manges LLP

Expertise Spotlight

Davis Polk is an elite global law firm with world-class practices across the board. Industry-leading companies and global financial institutions know they can rely on us for their most challenging legal and business matters. Our top-flight capabilities are grounded in a distinguished history of 170 years, and our global, forward-looking focus is supported by 10 offices strategically located in the world’s key financial centers and political capitals. With approximately 1,000 lawyers worldwide, we collaborate seamlessly across practice groups and geographies to provide clients with exceptional service, sophisticated advice, and creative, practical solutions.

The breadth and depth of Davis Polk’s transactional experience have contributed to the firm’s being a leading adviser on private equity matters since the sector’s earliest stages in the mid-1980s. We advise a diverse group of private equity firms and funds, large sponsors affiliated with financial institutions, sovereign wealth funds, leading LP investors, secondary investors, and venture capital firms. We have a deep understanding of evolving trends within the marketplace because of our vast experience in fund formation and marketing; structuring and making equity investments; negotiating bridge, high-yield, and senior debt financing for portfolio companies; structuring management compensation programs; making follow-on investments; and negotiating workouts.

Nonradical Change

“I know that people pretty often get advice to ‘get out of your comfort zone,’” Michael (Xiaoyu) Guo says. “But it can be hard to figure out what that really means.”

As Guo sees it, getting out of your comfort zone doesn’t necessarily mean embracing radical change. “It can be as easy and simple as challenging the traditional way you deal with little, mundane tasks,” he explains. “On Friday afternoons, no matter how much I still have on my plate, part of me always wants to call a time out and push the work to the following week.

“But whenever I decide to push it, it never gets done the way it should,” Guo continues, with a laugh. “So I’ve realized that on Friday afternoons, when everyone else has left the office, I just need to get another cup of coffee, sit at my desk, and push myself to review that merger agreement, or complete the first draft of that presentation deck. Without exception, it always pays off.”

Unorthodox Is an Asset

Guo now believes that what he describes as his “unorthodox” life journey is one of his greatest assets. “I’m familiar with the US’s view of the world, but because I grew up internationally and lived the majority of my life outside the US, I’m also familiar with the rest of the world’s view, particularly China’s,” he says. “We all know that there are multiple sides of any given story, and having this background gives me more windows into different sides of the story and allows me to form a more balanced judgment.”

“Mike is an excellent technical lawyer with great commercial sense and judgment,” affirms Davis Polk & Wardwell partner Oliver Smith. “His ability to understand the business rationale of the transaction and how that interacts with the legal and drafting issues allows him to excel and be a critical member of any deal team.”

Delivering that sort of balanced, thoughtful judgment is critical to building up credibility as an in-house counsel, Guo says. Although as a firm, TPG manages more than $111 billion in assets, its investment and operational teams are relatively small.

“The pressure is pretty high,” Guo explains. “One of the biggest challenges I face is that question of credibility—how can I make sure that others are comfortable taking my guidance? How do I make sure they trust my advice?”

The answer, as Guo sees it, lies in the words themselves: thoughtful judgment. “People, and especially lawyers, tend to do and say things that are the same as everyone else is doing and saying,” he says. “Thinking critically—and sharing those thoughts with others—is the only way to make other people notice that what you’re doing is different, new, or unique.

“We lawyers tend to simply give clients the facts of a situation and present the available options,” Guo notes. “But when you go beyond that and actually make a judgment call, when you say, ‘I think you should choose this option,’ that’s what sets you apart as a great attorney. You can’t play it safe.”

A Coaching Mind-Set in a Legal World

Scott Adler applies principles he’s learned from leading his legal team to coaching youth sports—and vice versa

By Joseph Charney

Scott Adler

Deputy General Counsel

American Express Global Business Travel

For many people, keeping work and home life separate is essential to maintaining peace at both. But for Scott Adler, the deputy general counsel at American Express Global Business Travel (GBT), his experiences as a parent have greatly informed his leadership style at work.

Adler, who’s married with two sons, spends much of his free time coaching his kids’ youth sports teams. “It’s very rewarding to watch the kids improve throughout the season and bring it all together in the end,” Adler says. “It’s not where you start but where you finish. These kids are better ball players and happier than they were at the start of the season.”

He developed his leadership style by learning from the best. “In my career, I’ve been fortunate enough to work with tremendous leaders,” Adler says. “Most leaders that I thought to be effective had a coaching mind-set.” Adler consistently finds himself utilizing those leadership skills and applying them when coaching his kids and their teammates, and then taking what he’s learned from coaching children and bringing that “coaching mind-set” to GBT’s legal department.

Adler values growth and improvement among his team members and always aims to put them in the best position to succeed. Just as he tries to encourage and empower kids in their athletic pursuits, Adler also focuses on mentorship and the professional development of his team members.

“I challenge my team to work creatively,” Adler says. “Their development is important to me and they know it.”

Underpinning his coaching mind-set is a “participative approach” that encourages solution-oriented results. “I am known to be extremely motivated by organizational goals and achieving the absolute best results for the company,” Adler says. “Our role in the legal department is to facilitate GBT’s business by providing useful, effective, and pragmatic legal advice in the most cost-efficient manner possible. We always strive to get to a ‘yes.’”

Adler began his career at Cadwalader, Wickersham and Taft, the longest-standing law firm in New York City, where he primarily worked in the capital markets department. “I was fortunate to start my legal career at a top-tier law firm and to learn from the best lawyers in their respective fields,” Adler says. Relationship building, attention to detail, drafting, negotiating, and finding creative ways to a “yes” were critical skills he developed during his almost six years there.

In 2005, Adler made the transition to in-house counsel at Affinion Group (now cxLoyalty), a leading global provider of loyalty and customer engagement solutions headquartered in Stamford, Connecticut. “It was a seamless transition,” says Adler, noting that practicing law in-house encourages a longer-term mind-set that allowed him to see the impact of his work. He says that focusing on an entire company, rather than specific deals or transactions, was a welcome change. While he was content at Affinion, where he spent more than six years, his career ambitions led him to search for new opportunities.

After coming across an anonymous job posting that “fit my experience to a tee,” Adler says, he applied for—and got—a job at American Express. He was soon promoted to a position as vice president and senior counsel. At the time, Adler was the lead lawyer for the business travel and consumer travel divisions at American Express, but the company was looking into a joint venture transaction with a group of investors to spin off the business travel division. Adler played a key role in the separation and helped implement a new vision for what would become an independent legal department for the GBT joint venture.

Now Adler is second-in-command in the legal department for GBT. Among other focus areas, Adler manages a global team responsible for providing day-to-day legal and contractual support for GBT’s commercial organization and partners. “We partner with our business colleagues and provide pragmatic legal advice and strategic thought leadership in furtherance of the company’s objectives,” Adler says. “We are one fully engaged global team with a set of common objectives.”

Adler’s ability to lead is not lost on those colleagues he works with outside of GBT. Brian Hengesbaugh, a partner at Baker & McKenzie, has witnessed the deputy general counsel’s versatility in action. “Scott combines a sharp legal mind with superior business acumen,” he says. “He shines brightly when leading teams, particularly in crisis management situations, to identify and address key strategic decisions and implement practical solutions.”

In an increasingly globalized world, connecting businesses across continents has never been more pertinent. GBT has more than 18,000 employees and is present in more than 140 countries. In addition to business travel management, GBT works with companies of all sizes to organize meetings and events and provide consultancy services.

“Travel and tourism is a multitrillion dollar industry, employing one out of every ten people in the world, in every country in the world,” says Adler. “The sheer scale represents a huge opportunity for GBT.” At its core, he says, travel is about people. “We’re proud of being there for travelers, especially when they need us the most.”

While GBT says that care for travelers is at the core of everything GBT does, GBT also invests significant time and resources to address matters of utmost importance to companies. Adler says that in the last few years, high-profile data breaches across the travel industry have reinforced GBT’s focus in the area of data privacy and information security.

“GBT has a robust data privacy and information security program designed to protect the confidentiality and integrity of information. We are prepared to respond to any potential incident through a comprehensive incident response plan, with clear roles and responsibilities and an aligned approach,” he says.

In his role, Adler is consistently challenged to problem-solve. “My days are never the same,” says Adler,

which he notes is one of the most exciting aspects of his job. It’s one more thing that coaching and leadership have in common.

American Express Global Business Travel (GBT) is a joint venture that is not wholly owned by American Express Company or any of its subsidiaries (American Express).

“American Express Global Business Travel,” “American Express,” and the American Express logo are trademarks of American Express and are used under limited license.

Duane Morris LLP:

“Scott is a brilliant strategist and deep thinker. He exhibits extraordinary attention to detail and a profound personal commitment to every project. Additionally, his management skills and tireless efforts make him the best in class.”

–Paul

E. Chronis, Partner

Dechert LLP:

“I’m always impressed by Scott’s grasp of the legal and commercial issues at stake. His understanding of the law is matched by deep regulatory knowledge and experience. Scott isn’t just a client, he’s a partner in solving problems.”

–Andrew

Wong, Partner

“I am known to be extremely motivated by organizational goals and achieving the absolute best results for the company. ”

Trial by Fire

Platinum Equity’s Kris Agarwal on the everexpanding requirements of the general counsel role and how he supports the company’s ongoing evolution

By Billy Yost

MWA Photography

Kris Agarwal General Counsel Platinum Equity

For Kris Agarwal, the path to general counsel was not a straight line. He started his legal career during a financial crisis at Skadden Arps in New York City in the restructuring practice. A few years later, he pivoted to banking M&A, where he gained public company and securities experience. Against the backdrop of one of the greatest economic downturns in history, Agarwal moved to Vinson & Elkins, where he focused on private equity, and in 2008, he jumped to a private equity firm as he was preparing to welcome his first child. Naturally, for Agarwal, this was a critical year in his evolution.

“I had to learn quickly how to be an international lawyer, how to communicate and find commercial solutions in different parts of the world, had to learn antibribery and sanction regimes globally, and had to learn how to manage litigation and regulatory issues globally,” Agarwal remembers. “I was learning all of this at a time when the US was on the back end of the financial crisis and an economic recession where private equity was supporting parts of the economy that banks would not lend to.”

Despite these challenges, Agarwal’s efforts and penchant for learning on the job hasn’t gone unnoticed. “Kris brings a forward-looking frame of mind focused on commercial solutions that marries well with the guiding principles that have served as the foundation for Platinum Equity’s success since its inception,” says Karen Guch, a partner at Baker McKenzie.

The newly minted in-house counsel’s trial by fire was a successful one. Nonetheless, even after a decade, Agarwal says the continually expanding requirements of the role mean he’s up every morning reading half a dozen articles about issues that aren’t necessarily within his purview, but probably will be soon enough.

There’s always a new issue to address at Platinum. If it’s not cybersecurity, it’s the prospect of every state in the union enacting its own privacy legislation; if it’s not privacy, its fiduciary roles. And that’s just in the US. Platinum Equity has international offices in the UK and Singapore and manages a global portfolio with companies and employees around the world. That means Agarwal’s jurisdiction is pretty much anything between Venus and Mars.

The Best Defense Is to Play Offense

Adapting to a GC role necessitated several recalibrations for the firm lawyer, who was used to driving business with definable billable hours. “One of the challenges on the other side is that you’ve got to create and show your value add,” Agarwal says. “I don’t accept the premise that I’m a cost center; I see myself as a profit driver.” The GC explains that though he is no longer on the front lines of the business, he continues to drive profitability by partnering with the business teams and developing processes that mitigate risk. Agarwal is also redefining the expectations for a GC. He has no desire to be waiting for the other shoe to drop. “I’m always playing offense,” Agarwal says. “I don’t ever want to play defense. My role is to look forward and identify legal risk for senior management.” While the role inherently requires having to respond to unforeseen issues, Agarwal is adamant that in the deal-at-every-moment nature of Platinum’s business, quickly anticipating and getting in front of concerns before they snowball is key.

“I don’t accept the premise that I’m

The Global Game

The general counsel says his upbringing gave him a head start in learning to navigate the multiple cultures and ethnicities that operating globally requires. Agarwal’s father is Indian, his mother Dutch, and the future lawyer spent a good deal of time traveling internationally as a young man. Having worked extensively on deals in the Middle East and now in Asia and Europe, Agarwal says he’s able to be effective by creating an environment in which his team can still meet goals despite regional differences.

Agarwal has used his own international presence to help train and develop talent. “Various members of my team travel with me so they can learn how to interact with our portfolio companies and get exposure to our deal teams globally,” Agarwal says. “This makes them more wellrounded and creates an environment where people feel free to brainstorm because great ideas and solutions can come out of what seems like a crazy conversation and being involved in diverse situations.”

Expertise Spotlight

Simpson Thacher has been proud to partner with Platinum Equity for more than fifteen years across multiple fundraisings and strategic transactions, raising more than $21 billion in committed capital, and congratulates Kris Agarwal on his recognition for his work in the private equity sector. Widely recognized as one of the preeminent advisors to private equity firms, Simpson Thacher provides commercial, personalized, and value-added advice to many of the world’s best-known institutional alternative asset managers as well as smaller first-time funds and independent boutiques. With a team of bestin-class lawyers, we offer an integrated suite of legal services across those areas that are important to private equity firms and their portfolio companies, including fund formation, structuring and ongoing advice, fund liquidity strategies, mergers, acquisitions, investments and dispositions, financing solutions, tax, executive compensation, and regulatory clearance, as well as exit strategies, including initial public offerings. Year in and year out, we advise clients on the most complicated and innovative transactions in the private equity sector, ranging from large buyout transactions to strategic middle market deals to growth and venture-oriented investments. Our practice is global in scope, and we provide fund formation and transactional services to our global clients through every one of our ten offices.

a cost center; I see myself as a profit driver. ”

The Importance of Family Dinner

While Kris Agarwal’s private equity GC gig can put him on any continent any day of the week, the father is proud that he’s been able to make life as normal as he possibly can for his children.

While at Lime Rock Management, Agarwal made great efforts to make it home for dinner and to put his kids to bed before heading back to work in his home office. He says that the patience of his wife (a former banker who’s now also in private equity) and their careful calendar planning help him be the best dad he can be.

Not only that, but it’s allowed him to excel in his partnerships. “Kris is smart, forward-thinking, and nimble,” says Thomas A. Wuchenich, a partner at Simpson Thacher. “His foresight and ability to adapt make him highly successful, and he’s the kind of counsel that Simpson Thacher attorneys always like working with.”

Prepping for the Future

As Agarwal has progressed in his roles, he’s become more widely focused on his ability to help create future general counsel. “My philosophy on leadership and career development is best summarized in a quote from Mahatma Gandhi,” Agarwal says. “‘A sign of a good leader is not how many followers you have, but how many leaders you create.’”

The GC says he is hyperfocused on the development of skills on his team because it benefits not just his team, but the organization at large. “I often give my team projects that challenge their skills to help them grow,” Agarwal says. “I ask team members to cross-train and attend meetings with me so they can learn by example.”

When Agarwal was hiring an AGC to work under him at Lime Rock Partners, he says his goal was to hire someone who had the potential to replace him. After an extended period of mentorship and skill building, this goal came to fruition: the AGC took over Agarwal’s GC role when he left for Platinum.

Evolving In A New Era

A little more than a year into his role at Platinum, Agarwal says there are two thoughts that are always in his mind. The first is a looming recession. “The economy has been running on full steam,” he says, “and the labor pool is tight.” The GC says he used to receive many unsolicited résumés. But since starting at Platinum last July, he has received very few, which he attributes to a very tight labor market. It’s meant having to be more proactive about seeking out talent—yet another necessary qualification added to his GC skill set. The second ever-present thought is that perpetually increasing GC skill set. “The regulatory front has expanded materially, as has the GC role,” Agarwal says. “It comes back to that same question: When is it going to stop?” Coming from Agarwal’s mouth, it doesn’t sound like a complaint or a challenge. It sounds more like a question he’d simply like the answer to so he can move on to the next issue of the day. After all, amid a previous recession, Agarwal still kept the deals rolling, traveled internationally, and even adopted two children. He’s never been one to shy away from the changing rules of the game; he just wants to make sure he’s on offense.

Expertise Spotlight

Long-standing Platinum Equity adviser Baker McKenzie is a global law firm that solves complex legal problems across borders and practice areas from our seventyseven offices in forty-six countries. Our unique culture, developed over sixty-five years, enables our twelve thousand people to understand local markets and navigate multiple jurisdictions, working together as trusted colleagues and friends to instill confidence in our clients.

With more than three hundred private equity lawyers across Europe, the Americas, and Asia Pacific, Baker McKenzie has one of the largest private equity practices in the world. Our practitioners bring creativity and innovation to financing and executing acquisitions, fund-raising, and exit planning. We work with some of the world’s most prominent financial sponsors on private equity deals throughout the world.

Clients tell us that they value our ability to make complex issues simple and manageable, delivering commercially minded advice to match their business needs. With a unique geographical footprint, a breadth of practices that enables us to provide full-service advice on all aspects of a transaction, and deep industry expertise, we become a true partner throughout the investment process wherever your deal takes you.

“I don’t ever want to play defense. My role is to look forward and identify risk for senior management.”

Simpson Thacher

Proudly Supports the Work of Kris Agarwal

General Counsel of Platinum Equity, LLC

We Applaud Kris on His Vision and Industry Leadership

We are delighted to have the opportunity to celebrate this recognition with Kris and value his partnership with us since joining Platinum Equity.

We thank him for his ongoing support as we wish him continued success in his role.

bakermckenzie.com

TRANSACTIONAL POWERHOUSE

The Approachable Attorney

Whether working with millennials or listening to legal and compliance concerns, Hallmark Financial’s Elena Banfi believes in an inclusive approach

By Anthony Ruth

“You’re very approachable,” a colleague once told Elena Banfi. To Banfi, the comment meant she was succeeding in bringing yet one more person into her circle of trust.

As vice president of group corporate counsel and group compliance at Hallmark Financial Services, a specialty property and casualty insurance company, Banfi oversees corporate legal matters and the insurance compliance team.

In her day-to-day activities, Banfi keeps her focus on the needs of the organization and individual business units. The issues Banfi and her team face are varied and complex. “My approach is to listen first and get a thorough understanding, separate emotion from facts, and think with a constructive perspective of ‘How can we?’” Banfi says. “You need to find a creative and innovative way to make it work for all parties, and that can be both exciting and challenging.”

Banfi never saw herself as the confrontational type with respect to the law. “I never thought, ‘I’m going to argue a case in court,’ and I never thought of practicing criminal law. I’ve always thought of the law from its business application perspective,” she says.

When Banfi was growing up in Italy, her father told her stories about attorneys working with companies to help them achieve their goals. After taking time to think about her options, she decided to attend law school and quickly fell in love with it. Her

VP, Group Corporate Counsel & Group Compliance

Elena Banfi

Hallmark Financial

Partners In Success

Dixon and Clark Hill proudly support and thank Elena Banfi for her dedication to fostering internal and external teams to support company initiatives.

Clark Hill is a full-service, international law firm that draws on our attorneys’ comprehensive industry and policy knowledge and a global network of industry advisors and subject matter experts to provide innovative legal solutions and client-service excellence worldwide. Our work is guided by our deeply held shared values, including practicality, entrepreneurship, mutual respect, diversity, ethical behavior, and a commitment to client and community service.

clarkhill.com

goal from the start was to become an in-house counsel. “I always viewed my role as helping a company move the ball forward—and doing so legally, ethically, and effectively,” she says.

When she first came to the US, Banfi taught college and graduate-level courses in business and ethics, facilitating classroom discussions. She also spent a year administering Hurricane Katrina loans through the Small Business Administration, working the night shift and putting in sixty hours a week. She says these experiences influenced her approach to working with internal clients.

When it comes to compliance, Banfi and her six-person team take a collaborative and facilitative approach, listening to employees’ concerns, taking notes, and digging deep into the applicable laws and regulations before offering guidance. “It always pays to be attentive and meticulous,” she says. “Everyone wants an immediate answer, so I tell them, ‘We can give you an instinctual opinion on some topics, but to properly advise you, we need to define the scope of the problem and do our due diligence to ensure we are in compliance with state law and insurance regulations.’”

Hallmark Financial’s focus on diversity and inclusion has created an environment where everyone’s voice is heard. “It’s really important for me to work for a company that understands and embraces diversity,” she says. “I fully enjoy working with different personalities. Not everybody’s the same. Not everybody’s an extrovert or assertive and there are often people who do not

Tom

speak up but can make great contributions in the right environment. Everyone wants to be heard, regardless of their communication style or personality.”

Another example of diversity at Hallmark Financial is the company’s open embrace of an intergenerational workforce; senior and long-standing employees work closely alongside millennials and everyone’s voice is incorporated. It’s a juxtaposition that Banfi enjoys.

“I find it unhelpful when people criticize millennials,” she says. “Every older generation criticizes the new one. Diverse companies simply perform better.”

One issue that Banfi sees as crucial for older and younger generations alike is the adoption of new technology. “There is a big divide in society between people that understand and control technology and data and everybody else,” she says. In the legal profession, artificial intelligence already has the ability to analyze contracts and help lawyers determine whether necessary language is included, and Banfi only sees more automation on the horizon.

“In terms of practical applications, technology is the future,” she says. “If you think the ability to work with emails and spreadsheets makes you technologically advanced, you misunderstood the essence of technology.”

Banfi tells students she encounters that today’s technology will not last. “If you’re young and have your entire career ahead of you, you need to hone your skills,” she says. “I assumed that because young people grew up with technology that they were far more talented than people like me. What I’m realizing is that most people are passive users, meaning today’s students have come to rely on—rather than understand and control—the tools they need to work with every day.”

For Banfi, constant evolution is part of what has made her career enjoyable. “What constantly surprises me is looking back and seeing how many different things I’ve done in life,” she says. “I don’t care what stage you are in; things always change—and most change is for the better.”

“I fully enjoy working with the different personalities I meetin my profession. Not everybody’s the same; not everybody’s an extrovert or

assertive and there are often people who do not speak upbut can make great contributions in the right environment.”

The Integrity Behind Trademark Law

With a career spanning private practice as well as government, in-house, and academic law, AT&T’s David Cho has left his mark on trademark law

By Jacob Winchester

David Cho always envisioned becoming a doctor and pursuing medicine. But all that changed when he was accepted to his father’s alma mater, George Washington University Law School.

“My father was one of the many refugees who emigrated from North Korea to South Korea following World War II. And after attending law school at Seoul National University, he came to the US and earned a PhD at Tulane Law School as well as two master’s degrees from George Washington University Law School while working in Washington, DC, for the Library of Congress,” Cho says. “While he wasn’t a practicing attorney, he was certainly one of the main influences on my decision to apply to law school.”

Now assistant vice president and senior legal counsel of trademarks and copyrights for the world’s largest telecommunications provider, AT&T, Cho began his career working with a solo practitioner before joining the US Patent and Trademark Office as a trademark examining attorney. “That was a great fit for me, and I loved my time there,” Cho says. “I was able to intern in the Assistant Commissioner’s Office, which is like working in the corporate headquarters.”

Two years into the examining role, Cho was recruited by a private firm. “One of the attorneys asked me if I was willing to leave and join their firm, which, all things considered, is pretty rare,” he says. “At the time, I envisioned a long career in the government, so I actually turned them down.”

Three years later, however, Cho reached out to the firm, which happened to be in the final stages of hiring for a position. “I went in for the interview, and they hired me. That was essentially my entrance into private practice, where I grew exponentially in my legal expertise because I was able to represent large international and domestic clients in the footwear, electronics, athletic apparel, automotive parts, and publication industries.”

From there, Cho set his sights on going in-house after a brief stint working as temporary seconded in-house counsel for a leading foundry of mining and construction equipment. Eventually, he received the opportunity to go in-house managing the trademark team at SBC, which later merged with AT&T.

David Cho

Assistant Vice President and Senior Legal Counsel—Trademarks & Copyrights

Influencing Trademark Policy

In addition to his daily role, David Cho has served on the board of the International Trademark Association, a global nonprofit volunteer organization. “I was nominated for a three-year term, and I loved it. You get a chance to create policy, influence legislation, and see the valuable work that’s being done on the subcommittees. You also get to interact with members of the government and Congress.”

He is also the director of the USPTO Trademark Clinic as part of the SMU Dedman School of Law Small Business Clinic, which is aimed at educating the public around trademark issues as well as giving introductory training to law students in trademark law. “We were able to help the students file a trademark application and successfully obtain registration for a local food truck,” Cho says.

Today, Cho’s role involves leading and working with his team to oversee the telecom titan’s vast international portfolio of trademarks and domain names. Some of the more important responsibilities include conducting trademark clearance, filing applications and maintaining registrations, reviewing portfolios during mergers and divestitures, and enforcing trademark rights against infringements.

He and his team also work closely with internal brand, marketing, advertising, and creative clients to ensure the company’s products can enter the market without unnecessary legal risk.

“Before we can launch with a name, logo, or a web domain, we have to go through and make sure no third party can claim trademark rights to something that’s potentially being infringed upon,” Cho says. “My team will do the research and give an assessment as to whether the name or logo is OK to use or not. Of course, we’re here to provide solutions, and it’s a very collaborative environment.”

Above all, Cho says the most important philosophy he’s absorbed in his role is a sense of integrity. “We’re a publicly held company with shareholders, so we hold ourselves to a higher standard, and we strive to make sure we’re fully in compliance with whatever the law is,” he says.

Cho’s sense of integrity also extends to dealing with legal disputes. Instead of invoking or prolong-

ing needless litigation, he says it’s often better to work toward a mutually beneficial outcome, even if that outcome is not absolutely ideal.

“It’s not about winning on principle at all costs. It’s about how to balance your client’s needs by resolving the issue in a practical fashion. Sure, in some instances you might have to fight on principle, but you just need to make sure you don’t lose sight in fulfilling the practical side of things,” Cho says.

Cho’s mentality on integrity also feeds into his championing of resourcefulness. “I’m always working to position my team to be the best in class, and I’ve been able to reduce a lot of our reliance on outside counsel when possible, especially regarding trademark clearance and filings. I don’t want to just farm that out all the time,” he says. “More and more, there’s an increase in workload with fixed human resources and less budget available, so we’ve used automation tools where possible while continually keeping in mind the most efficient and cost-effective way to do things.”

Achieving Success Through Teamwork

Eun Ah Choi, associate general counsel at Willis Towers

Watson, believes that being a collaborative leader with wide-ranging knowledge is key to her success

By Jacob Winchester

When she was in the fifth grade, Eun Ah Choi relocated with her family from the bustling Gangnam District of Seoul, South Korea, to the small town of Springfield, Missouri. While it was a major change of pace, Choi didn’t just cope; she thrived.

“What a transition that was—going from one of the largest cities in the world to a smaller city in the Ozarks with a completely different culture,” says Choi, who today is Willis Towers Watson’s associate general counsel and lead M&A counsel for global companies.

“I think that experience at an early age really defined how I look at things,” she says. “I look forward to going beyond what I already know; I’m interested in growing, improving, and having a different perspective, especially when I’m a newcomer to something. I think being

indifferent environments has helped me try new things but also helped me understand that there are different traditions, customs, and institutional values. Even though I may not understand one area, I’m open-minded about learning and expanding on that.”

Choi not only grew up in both Asia and the Midwest, she also went to school in DC—attending Georgetown for both her undergraduate and law degrees—and spent a year at Oxford University, which introduced her to a European worldview. Along the way she also became an accomplished, classically trained pianist, but ultimately decided to forgo performing as a professional pianist, moving toward a career on Wall Street instead.

She entered the workforce as an analyst for Goldman Sachs & Co, where one of her projects was to help manage organization-wide efforts to develop and optimize operational, technological, and compliance procedures and standards internationally. This early experience gave her a chance to work with colleagues from Asia to Europe.

From there, Choi joined Hogan Lovells US, working her way up to partner of the firm focusing on domestic and cross-border transactions, corporate governance, and US securities laws before seizing the opportunity to become a managing executive of the US Securities and Exchange Commission in the division of investment management.

There, among other accomplishments, she led a multidisciplinary team that significantly expanded the division’s risk and examinations office, which was mandated by the Dodd-Frank Act. Since the office was relatively new at the time, she and her team also developed and implemented the office’s overarching vision. The team also added depth and breadth of expertise of the office by successfully attracting new talent with financial, quantitative, and asset management backgrounds.

Choi credits her unique skill set to not only her decades of career experience but also the twenty-plus years she spent following a rigorous curriculum of piano studies. To this day, she says, that experience enhances the specialized M&A work she undertakes with Willis Towers Watson.

“Dealing with that level of rigor, performance, and playing in front of audiences and judges—where you’re working with different themes and functionalities and learning entire concertos, sonatas, Bach fugues, Chopin etudes,

Eun Ah Choi Associate General Counsel—Mergers & Acquisitions

Willis Towers Watson

Corpora Photography

nocturnes, and modern pieces with one brain—trained me to be able to project and see broad themes while, at the same time, being able to master the technical details,” Choi says.

That’s proved very useful in her career: while Choi is an expert in M&A, she also has a functional knowledge of multidisciplinary areas, which allows her to understand other perspectives.

“Doing M&A deals, especially across jurisdictions, you have to work extensively with other team members in operations, finance, treasury, HR, data privacy, etc., to bring all of their perspectives together and really identify some of the key points and issues,” she says. “In order to be able to do that effectively, you have to have a working-level understanding of a range of those functional areas, perspectives, and priorities.”

As Willis Towers Watson’s associate general counsel since 2018, and one of two lead M&A counsels, Choi’s responsibilities are wide-ranging. Specifically, she recently helped lead a successful billion-dollar deal on a tight timeline for the company. And while her focus region is North America, she has led M&A deals in international jurisdictions as well, including a proposed acquisition of a company across six countries in central America. Another prominent area for her is international, corporate venture capital initiatives for the company.

Regarding strategies she employs, Choi says that bringing a genuine sense of collaboration to the table is key to success. “For me, it all goes back to a positive sum game philosophy. The strategy and the mind-set I bring to my role is that we all have something to gain during an M&A deal; we all just have to figure out a path forward so we can get there,” she says.

M&A is a discipline that expands beyond just critical legal thinking, she explains. It also involves understanding various aspects of the company and bringing others together to work collaboratively, which elevates the whole team.

Choi’s job goes well beyond having technical expertise: she also has to have a broad framework and an in-depth understanding of her environment. “Being able to understand others’ perspectives, backgrounds, goals, and priorities are important in meaningful and deep collaboration and effectively meeting your mutual mission,” she says.

Weil congratulates Eun Ah Choi and appreciates the opportunity to work with Willis Towers Watson and its exceptional legal team.

Weil, Gotshal & Manges LLP

Senior Director and Assistant General Counsel of Global & Labor Employment Ryder System

Johane Domersant

David Hoheb

Putting the “Advisor” in “Legal Advisor”

By Billy Yost

Being a teenager is difficult enough under ideal circumstances, but Johane Domersant had an extra challenge thrown into her teen years: she abruptly and unexpectedly moved from her home country of Haiti to the United States, which left an indelible mark.

“I had to learn to navigate the subtleties of a culture and country that weren’t my own,” she recalls.

Now the senior director and assistant general counsel at the transportation and logistics company Ryder System, Domersant has turned the lessons she learned during that trying time in her life into a professional asset. “That experience has served as the perfect backdrop to meeting the diverse needs of different internal clients and our different business units,” she says. The experience taught her adaptability, which Domersant has made a hallmark of her practice and the foundation for her role at Ryder.

According to Domersant, in-house counsel is an optimal fit for her skill set. “My role is to support the business achieving its objectives, and as the business continues to

At Ryder System, Johane Domersant aims to support all aspects of the business, not just the legal side

expand by leaps and bounds, I really have to adapt, and do so rapidly,” she says. “That adaptation takes many forms: learning the impact of growth on the business, working to become a subject matter expert in new industries we’re entering, and learning new areas of the law.” The lawyer says that due to the varied nature of her work, no two days have ever seemed the same.

While providing sound legal advice is the most obvious part of her job, Domersant brings much more than that to her role. “You can’t be the type of person that is solely looking at an issue from a legal perspective,” she says. “You have to look at the larger picture and ask questions of the business to understand what the larger impact is and what the larger business goals are.”

Being able to see the big picture is precisely why Domersant went in-house in the first place. She also spent several years in private practice and says that being only one component of a larger conversation could be frustrating. “I was seldom satisfied limiting my engagement with a client to just the matter at hand,” Domersant says. “I was always inquisitive to the partners I was working with about how my limited piece fit into the larger business interests of the clients. My lean into in-house counsel was natural because of that exact inquisitiveness.”

The AGC says she knows she’s adding value to the organization when she takes a call from a business leader asking for advice. Not legal advice. Just advice. “My objectivity and the way that I look at an issue looks beyond the legal impact or risk analysis,” Domersant says. “It’s really looking at all the pieces of the puzzle together.”

Domersant took an interest in the business side of things at Ryder within her first few months at the company, volunteering to work a night shift with a Ryder delivery driver to become more familiar with the industry. “It’s late and there are deadlines associated with making deliveries for the next day,” Domersant explains. “I wanted to understand those pressure points.” She spent the night talking with the driver about his work and his family and received constructive feedback from him on how Ryder could improve. “I came out of that shift with kernels of wisdom I use every day,” she says.

David Hoheb

On the employment law side, Domersant has taken an active role in the 2018 acquisition of MXD Group by Ryder for $120 million. “A critical component of successful acquisitions entails the successful integration of what I would call “post-acquisition activity,” Domersant says. “You want to be able to ensure the acquired entity and its personnel aren’t feeling siloed and are rapidly viewed as one Ryder.”

In the expanded legal department, that means making the integrated business feel served just like the rest of Ryder’s internal clients, partnering with the new business to help them grow their own business lines.

Regardless of the client, Domersant believes that her focus on active listening is vital for success in her continually expanding roles. “A lot of lawyers can be accused of talking too much and of only offering up problems, not solutions,” she says. “If you’re not actively listening to find out the ultimate driver and the solution the business wants to achieve, you’re never going to help the business.” Domersant takes her role as an advisor so seriously that her goal is to see “legal” dropped completely from the term “legal advisor” and to be an enabler of business success at Ryder.

Constangy, Brooks, Smith & Prophete LLP : “We are privileged to work closely with Johane as outside counsel. Johane has a unique ability to both grasp and manage complex legal issues and relate to employees and executives at every level.”

—Teresa Bult and Maureen Knight, Partners

“You have to look at the larger picture and ask questions of the business to understand what the larger impact is and what the larger business goals are. ”

The Properties of a Snack

Jamie East uses her background in chemistry to practice patent law, protecting Mondelez International’s innovations in snacks and packaging

By Kathryn Kruse

Counsel of Patents, IP Council & Operations

Long before she joined the chocolate sector at Mondelēz International, patent lawyer Jamie East was in private practice. Then there was a stint in-house at Johnson & Johnson and a move to Cadbury. Once upon a time, however, East thought she would become a chemist, and she has a BA in chemistry from Cornell University to show for it. “I come from a family of chemists,” she says. Some days, after a particularly interesting meeting with R&D—perhaps a deep dive into chewing gum polymers—she imagines herself in the lab, doing research. “But I know I am a lawyer with an interest in the sciences,” she says. “One of the fun things about patent law is that you bring science into what you do. In both science and the law, you are problem-solving using analytical processes.”

Her background makes food science work an obvious choice. She says, “I sit down with colleagues and I can really appreciate their inventions. Then I want to protect them.”

East gets to do just that as the chief counsel of patents, IP council, and operations for Mondelēz International, which employs around 80,000 individuals and owns some of the world’s most popular snack brands. Her job duties are expansive and impressive: presiding over patents, portfolios, and IP operations, including IP systems and processes.

“A patent is about the right to exclude. We have to look at costs and assess,” she explains. This means overseeing IP management databases that guide filing, registrations, and

Jamie East

Chief

Mondelez International

Courtesy of Mondelez

maintenance on a global level. East must also ensure correct and up-to-date ownership for acquisitions and divestitures of IP assets and support third-party relationships and joint collaborations.

East works with the business side of Mondelēz International as well as R&D to understand best practices around patent and trade secret decisions, a complex process based on factors such as launch locations, manufacturing questions, and competitors. “You have to think about the innovation, the end product, how you make it, ingredients, packaging, the look of packaging. You have to think about all of it,” says East. “It’s all about growth.”

These skills got a workout in 2012, when Kraft spun out from Mondelēz International and East helped handle the separation of technical IP assets. She undertook the mammoth job of developing a network of processes to govern shared management of patents as well as trade secrets and know-how. Even today, though the system works, the process evolves. “If we had not put the appropriate agreements and governance system in place, everything would have been a mess,” she says.

An internal shift in structure came two years ago, when Mondelēz International decided to unify two IP departments, patents and trademark, under one umbrella. Patents, East explains, concern the functionality of the product or pack, including formulations and methods of manufacture. Trademarks is about brands, artwork, and packaging. The impetus for combining teams came from the reality of dealing with fast-moving consumer goods: form and function affect each other. “We have to look at what is unique, and that can be the taste, the make, the overall look and feel or what it takes to achieve it,” East says. Before the patent group began to work with trademarks, she says, “We had missed that perspective.”

East now manages the patent team and a combined IP operations team across patents and trademarks. In her career, she has come to understand the importance of cultural experience and the work that must be done to unify a group. “Team is important. It is who we are, why we like to work together,” she says. She is happy to report that her focus is paying off and Mondelēz International is full of engaged, supportive colleagues.

“In both science and the law, using analytical processes.”

you are problem-solving

These days, the company focuses on local brands and markets, and East and her team are evolving to best support this change. As they do, East says that they are implementing a team-based, strategic approach for projects: a flexible structure with clear deliverables, timelines, and dedicated staff. “It used to be more like getting people to work on a project felt like asking for a favor,” she says. The IP council is formalizing this cross-functional strategy. “It’s start. Finish. Celebrate. Start a new project,” says East. The result is an improved ability to support an ever-changing business.

As East develops new tactics and structures to guide her teams and formulates international patent strategies, she is inspired by a true enthusiasm for the products Mondelēz International develops and the science behind them. The smell of Oreos still provides simple joy; she is a strong advocate for the new Triscuit varieties. With a certain awe, she says, “The cracked pepper is really good.”

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Finding Her Calling

Kelly Lodde used to take phone reservations for Hilton Grand Vacations. Today, she’s the company’s senior vice president and assistant general counsel.

By Anthony Ruth

Kelly Lodde SVP and Assistant General Counsel Hilton Grand Vacations

To Kelly Lodde, the Washington, DC firm where she started her legal career was a long way from Kokomo, Indiana, the factory town where she grew up and once built transmission gears, decked head to toe in rubber to protect herself from the oil that spilled out everywhere in the process.

Lodde, now senior vice president and assistant general counsel at Hilton Grand Vacations, recalls when a prominent partner in DC referred to her as a hayseed and she thought, “I just don’t fit in here.”

After two years of a tiny apartment and an hourlong commute, after watching smoke rise from the Pentagon on September 11, she’d had enough. She arranged to transfer to the firm’s Orlando office. Orlando offered her something closer to the lifestyle of open spaces, pickup trucks, and big dogs that she was used to, and the office had a large timeshare clientele—another aspect of the move that felt more like home.

While putting herself through law school, Lodde had worked first as a customer service representative at the timeshare exchange company RCI, specifically assigned to assist Hilton Grand Vacation timeshare owners. In her law school application, she said that she didn’t see a future in her industry unless she could move to the business side, and she viewed law as a way to get there. While in school, she moved to RCI’s legal department, which she says helped her believe in her vision by showing her the relevance of a lawyer’s work. “I don’t know if I would have finished law school if I wasn’t actually working in the legal field and seeing what the leaders were doing on a day-to-day basis,” she says. “That was the best way for me to go through law school.”

Lodde’s new role in Orlando didn’t last long; on her first day of work, she interviewed for the exact position she’d first envisioned for herself, as

Expertise Spotlight

Greenspoon Marder is a national full-service business law firm with 240 attorneys and 26 locations across the United States. We are ranked among American Lawyer ’s Am Law 200 as one of the top law firms in the US since 2015. Since our inception in 1981, our firm has been committed to providing excellent client service through our cross-disciplinary client-team approach. Our mission is to understand the challenges that our clients face, build collaborative relationships, and craft creative solutions designed and executed with long-term strategic goals in mind. We serve Fortune 500 companies, middle-market public and private companies, start-ups, emerging businesses, individuals, and entrepreneurs nationwide.

Greenspoon Marder was founded with a focus on providing effective, full-service legal representation to the timeshare and resort industries. In fact, the firm’s founding partners have built national reputations for themselves and the firm in this multifaceted and dynamic area of real estate law, which can present complex challenges for developers, builders, institutional lenders, owners and operators, and management and marketing companies. Navigating the myriad complexities requires a certain level of technical knowledge, hands-on experience, and innovation.

That’s why Greenspoon Marder has spent more than three decades carefully assembling a team of talented attorneys with specific knowledge and experience in each aspect of timeshare and resort development projects, including business formation and governance, construction and development, contractual agreements and negotiations, deeded and nondeeded points-based programs, federal and state regulatory compliance, finance and transactions, foreclosures, land use and zoning, litigation, marketing and advertising, project and program documentation, and title insurance and closings. Our national team of attorneys provides a full range of legal services for a wide variety of property types, including expansive use combinations with hotel, timeshare, and cruise line interchange; innovative points, weeks, and flex-use programs; mixed-use and multiuse resorts; multisite vacation clubs; timeshares and fractional, resort, and vacation condominium and condo hotel properties; and undivided interest projects.

an in-house lawyer at HGV. Within days, she had an offer she couldn’t turn down. “It’s kind of like going full circle,” she recalls. “First I was on the phones in a call center, talking to Hilton Grand Vacations timeshare owners, putting them on vacations—and then six years later, I was an attorney for the company.”

Though HGV’s product is real estate, Lodde doesn’t consider herself a real estate attorney; her focus is on marketing and sales. One of her biggest achievements came in 2018, when HGV established the first branded timeshare product in Japan—a project twelve years in the making. The challenge was that regulations in Japan are

“First I was on the phones in a owners, putting them on vacations—

an attorney for the company.”

call center, talking to Hilton Grand Vacations timeshare and then six years later, I was

vastly different from those in the US, even down to recording a deed.

“They have another type of recording system. Every little nut and bolt is just totally different,” Lodde explains. “Our competitors are dying to crack the nut.” HGV’s second timeshare in Japan is slated to open in 2021.

Lodde also enjoys the opportunity her role affords her to work on different areas of the law on a daily basis. In a period of just a few weeks, she worked on a worldwide equipment financing agreement, a business voucher agreement with a national ride-sharing technology provider, and a lease agreement with the largest resort casino in North America. At the same time, she was reviewing scripts, marketing programs, and advertising for business programs; creating new compliance training for notary team members; guiding the business on a new product offering; and working with outside counsel on an investigation.

“Kelly excels at finding practical solutions in the complex regulatory and legal landscape in which HGV operates by having the savvy and insight to successfully fuse business initiatives with legal realities,” comments Rob Jackson, a partner at Greenspoon Marder. “Her versatility as a practitioner and her kind and witty demeanor make her a true leader that everyone likes to work with,” adds Amanda Chapman, also a partner at Greenspoon Marder.

Congrats to our client and friend Kelly Lodde

At the top of our voice.

DLA Piper congratulates Kelly Lodde of Hilton Grand Vacation, whose many accomplishments are recognized in this issue of Modern Counsel.

With lawyers located in more than 30 countries throughout the Americas, Europe, the Middle East, Africa, and Asia Pacific, DLA Piper is positioned to help companies like Hilton Grand Vacation with their legal needs anywhere in the world.

To manage everything, Lodde and her team work to be responsive to their internal clients while also knowing when enough is enough. “Most of our business clients don’t want us to over-lawyer something,” she says. “Obviously, we’re doing it to protect the company, but the thing that I think makes us the best in-house counsel is that we are able to balance the risk quickly and efficiently to get the right level of legal work and right level of legal advice to the right client at the right time.”

After seventeen years, Lodde says Orlando and HGV still feel like home. She’s living the life she never could have in DC, with two horses, two dogs, and four cats. “I would absolutely have more if I had more land and time,” she says. She also does pro bono legal support for a low-cost spay and neuter program and teaches Pilates, which she finds an effective way to manage stress.

The irony of her extra commitments as stress relievers isn’t lost on her. “If you don’t have enough to do, you add more,” she says with a laugh .

Foley & Lardner LLP:

“Congratulations to Kelly Lodde on her well-deserved spotlight in Modern Counsel. Her innovative solutions to legal challenges in an ever-changing industry make her one of the most thoughtful and dedicated lawyers we’ve had the pleasure of working with.”

—Bill Guthrie, Partner and Cochair, Hospitality & Leisure Industry Team

Cadwalader, Wikersham & Taft LLP:

“Kelly is an amazing lawyer who engineered a very difficult, complex state attorney general matter into an unimaginably successful result. She was a sheer pleasure to work with, and we congratulate her for this well-deserved recognition.”

—Douglas F. Gansler, Chair, State Attorney General Practice

Jackson Walker:

“Kelly’s no-nonsense, practical approach, coupled with her deep industry knowledge, make her the ideal client. She’s a decision-maker who gets things done; and done right the first time.”

—Raman Dewan, Partner

Greenberg Traurig, LLP:

“Kelly brings a calming, thoughtful, and knowledgeable presence to a fast-paced, complex global business. She strikes the right balance between managing myriad legal risks while creating a practical path forward for business teams.”

–Wayne Elowe, Shareholder

Angela C. Agrusa, 2000 Avenue of the Stars, Suite 400, North Tower, Los Angeles, CA 90067

Working with Heart

VP and Deputy General Counsel

Delli Mireskandari of Gap on how her international experiences have shaped her understanding of herself and others

By Sara Deeter

Delli Mireskandari VP and Deputy General Counsel Gap

John Bantin

Delli Mireskandari has been all over the world. A native of Iran, Mireskandari has studied and worked in Edinburgh, Paris, Milan, Hong Kong, London, and, for the past eight years, Gap’s headquarters in San Francisco. But no matter where she has gone, Mireskandari says, one thing has remained constant: learning to integrate while remaining true to herself.

“I was very young when my family left Iran,” says Gap’s vice president and deputy general counsel. “I went from having a very carefree, comfortable life to turmoil and uncertainty—moving to the United Kingdom with only a rudimentary grasp of English, living in a tiny apartment, and going to a school where certain classmates were not inclined to be inclusive.

“But I’ve come to be grateful for the difficulties and challenges I’ve faced,” Mireskandari continues. “It is hard to see those obstacles as blessings when you’re in the midst of the experience, but when I reflect on them, I appreciate how they have shaped me positively and made me stronger.”

Growing up, Mireskandari says she quickly realized the value of integrating at school, at work, and in the community. But integrating should never mean losing sight of yourself and your individuality, she emphasizes. Rather, it is developing a deeper understanding and appreciation of the new and different while retaining your uniqueness, heritage, and identity.

“In fact, it has been my experience,” she muses, “that strong teams and communities are made up of people with diverse points of view, backgrounds, and thought processes, while all working towards a common goal.

“Throughout my life, I have very much been led by pursuing studies and work that I enjoy,” Mireskandari continues. “When you’re happy in what you do, you typically perform better. But that enjoyment does have to be coupled with an understanding of the compromises you may have to make to do that type of work— like working at unsociable hours to connect with those located in different time zones around the world.”

And that is the reason Mireskandari decided to become an international attorney, she explains. “I studied French and Italian at university and later went on to law school. I wanted to practice law but use my languages as well,” Mireskandari says. “I have always

been interested in different languages and cultures, so studying law naturally led to an interest in the application and practice of law for multinationals operating in different legal systems. Invariably, this meant that I gravitated toward projects and companies that gave me exposure and opportunity to work in an international context.”

Indeed, before Mireskandari joined retail giant Gap in 2006, she spent eight years at Hasbro, the largest toy company in the world, moving into the role of director of legal, international. And throughout it all, she says, evolving her international literacy, honing her ability to connect easily with people of different cultures and backgrounds, and using her initiative to find opportunities to work on international projects have remained vital to her journey.

“Working on matters for a multinational or company operating on a global scale means it is necessary to identify the differences between your point of reference (the US or UK legal system in my case) and the local legal system,” Mireskandari says. “Always keep focused on your blind spot of what it is that you don’t know in that legal system and environment.”

What’s more, it is not just about the law, the lawyer notes. There are the cultural nuances in understanding how the law is interpreted and applied in local jurisdictions as well as customs to keep in mind. Clearly, this understanding must be combined with a keen eye on maintaining a strict and highly ethical approach.

“I need to practice all of those things to connect with my international colleagues, external counsel, and

GIVE THEM A HAND.

DLA Piper is pleased to recognize the accomplishments of Delli Mireskandari and Gap.

With lawyers throughout the Americas, Europe, the Middle East, Africa and Asia Pacific, DLA Piper is positioned to help companies with their legal needs around the world. We are proud to partner with our clients, such as Gap, offering practical and innovative legal solutions to help them succeed.

Space for Serenity

Extensive legal expertise isn’t the only thing Delli Mireskandari has picked up in her studies and travels. The VP has also enriched her knowledge of art history. Among her favorites: Constantin Brâncusi’s Bird in Space

“It is so simple and so elegant,” Mireskandari says of the sculpture. “In the version with polished brass, it has such extraordinary, reflective luminosity that it almost becomes four-dimensional. It gives me a great sense of serenity.”

stakeholders and ultimately provide thoughtful and holistic guidance and advice for my company,” Mireskandari remarks. “That complexity, that richness and multidimensionality to international work, is extremely gratifying.”

To Mireskandari’s mind, understanding and connecting with members of her team in the US is just as important as connecting with international colleagues.

“When you relate to people and try to understand them, it makes for a stronger connection,” she says. “It creates a deeper appreciation for others’ skill sets, for their limitations as well as their strengths. An ability to see others’ perspectives, as a leader, is a critical tool to bring out the best in a team and motivate them.”

The more you flex those “empathy” muscles by trying to connect with others, the richer the experience and greater the results of having different perspectives, ideas, and solutions, Mireskandari says. “I find great wisdom in what Abraham Lincoln once said: ‘I do not like that man. I must get to know him better.’”

And as Mireskandari has seen for more than a decade now, that sense of empathy is truly reflected in the culture at Gap. “The company is committed to diversity and inclusion and really practices it,” she enthuses. “Gap is defined by its people. Inclusion and diversity are some of the core values, making it a special place to work, and I feel very much at home here.”

Managing in Uncertain Times

What working at Cohen & Steers has taught Frank Poli about managing risk

By Anthony Ruth

All asset management firms deal with market uncertainty, but due to its global footprint, Cohen & Steers is dealing with more than its domestic peers. As a leading specialist asset manager focused on real assets and alternative income solutions with offices in London and Hong Kong, as well as Tokyo and its New York headquarters, Cohen & Steers has had to contend with a variety of issues, including Brexit and the protests in Hong Kong.

Frank Poli, executive vice president and general counsel, is the founding sponsor and leader of the firm’s enterprise risk management (ERM) committee and has been actively involved in planning Cohen & Steers’ response to these events. “Brexit is a big deal,” Poli says. “What are the implications, and to what extent will we need

to adjust our operational model to be able to continue to distribute our products in the EU?”

To ensure their ongoing access to the EU market, Cohen & Steers has been working with clients and legal advisors to prepare for either a “soft” or “hard” Brexit. And in Hong Kong, the company has reassessed and confirmed the capabilities of its business continuity planning and disaster recovery programs and is also preparing for the possibility that employees may need to temporarily relocate to other regions as a safety precaution.

Poli says the outcome of the Brexit referendum caught many people by surprise; he believes that all firms should have a robust ERM program to prospectively identify and monitor potential risks and help management, boards, and audit committees fulfill their responsibilities to stockholders and clients. Once a risk has been identified, he says, the next thing to do is

gather your subject matter experts in order to develop and initiate a plan. “These types of circumstances need definition, or they can be paralyzing, so determining the potential scope of impact and deciding who is leading the effort, what needs to be done, and when deliverables are due will help make your process more effective and efficient,” he says.

The final piece of the puzzle is understanding the views of your clients and workforce and the impact political unrest has on them. “At the end of the day, these types of events are about people,” Poli says. “If you conclude that you must run your operations in a particular place, it’s critical to determine what roles, responsibilities, and talent is required to meet your business goals, and then everything can evolve from there.”

Dealing with the uncertainty around Brexit meant reconfirming Cohen & Steers’ broad commitment to Europe and implementing a plan to ensure they would be able to continue to serve clients and sell products in the region. In Hong Kong, the company continues to closely monitor the situation. “You really need to understand what’s on people’s minds and stay close to them,” Poli says. “Frequent, thoughtful, and candid discussions are taking place [at Cohen & Steers] about both of these matters right now.”

With so much at stake around the globe, Poli strives to promote work/life balance for his team. “I recognize that the work we do is inherently demanding,” he says. “I make it abundantly clear that important family matters or personal obligations come first.” He also meets personally with each member of his department and makes a point of mentoring younger lawyers. Through technology and collaboration, the group is able to support one another regardless of their location, allowing each other to take time off when necessary. “It’s important to understand, while there’s always going to be a hot issue of the day, you have to live to fight another day,” Poli says.

The culture at Cohen & Steers plays a big part in taking the stress out of work. For

Frank Poli EVP and General Counsel Cohen & Steers Courtesy of Cohen & Steers

example, Poli’s department enjoys a quarterly potluck where team members bring in foods from all around the world. “We have a lot of fun, and I think it’s really important to just get around a table where people can swap stories, talk about personal lives, and simply relax,” Poli says. A culture committee plans company-wide social and professional development events, and Poli is part of a volunteer committee that recently organized a park cleanup and a food drive.

Cohen & Steers also participates in a program with a local high school to give youth exposure to professional career paths; Poli’s department has hosted students for the last three years. “It’s been a joy to see their development through the year, and their presence in our department spills over to other employees and creates a warm and nurturing atmosphere,” he says.

Poli says the real test of a company’s culture is how its employees work together in the trenches, and at those highstakes moments, he sees the pay-off of Cohen & Steers’ culture of diversity and inclusion. “Encouraging diversity of thought and hearing different perspectives is not only individually empowering, but it leads to better outcomes for the department and for our firm and, quite frankly, our clients and investors,” he says.

“When we’re dealing with a complex issue, which we do all the time, there’s nothing better than getting all stakeholders in a room to discuss and collaborate on how to proceed. And when it’s resolved, it’s very rewarding to know that our success is really a direct result of inclusion and diversity.”

ropesgray.com

ROPES & GRAY

is proud to join in recognizing our friend and client FRANK POLI General Counsel for his ongoing contribution to the success of Cohen & Steers

“Throughout my life, I have very much been led by pursuing studies and work that I enjoy. ”

Peter Seka General Counsel of Corporate Development

Mars Erin Scott/Mars

Branching Into New Territories

Peter Seka of Mars on how the first name in candy is making serious inroads into the areas of personalized nutrition, pet care, and healthy eating

By Billy Yost

Peter Seka doesn’t communicate like a general counsel. Or at least like most general counsel. There is a quality to the way the Mars GC of corporate development answers questions that is searching but not in a way that seems lost, thoughtful but not rehearsed, and committed without seeming stuck in his ways. It’s hard to tell if Seka has answered the same questions before or if he’s only thought about his career just now, for the first time. Talking to him offers a fascinating look into a GC for one of the world’s most accomplished global conglomerates, which has branched out from snack foods into personalized nutrition, healthy eating, and pet care.

In a way, Seka’s story mirrors the recent pivot of his employer. Seka is a conservatory-trained classical cellist.

“Cellist to tax lawyer is not what I would call the normal progression,” Seka laughs. “But I think it demonstrated an ability to adapt and succeed outside of my comfort zone.”

It’s true that musician to lawyer might be a road less traveled, but it’s the same path another student at Seka’s school took—a trained pianist who wound up practicing tax law. She married Seka; they remain happily married to this day.

As one of the largest privately held companies in the United States, Mars may be best known for M&M’s, Snickers, and Skittles, but its portfolio is infinitely more diverse, especially given its focus on widening its purview in recent years. The company has matched Mars Petcare’s pet food brands, such as Pedigree, Whiskas, and Nutro, with its veterinary businesses, including VCA, Banfield Pet Hospital, BluePearl Veterinary Partners, Pet Partners, British veterinary services provider Linnaeus Group, and European animal hospital and clinic operator AniCura Group, which Mars acquired in 2018. Pet-related goods and services account for a substantial portion of Mars’ annual sales.

“From a business perspective, I think it’s fair to say we decided we needed to pivot more into tailwind categories,” Seka explains. “While vet health has been the most prominent example, there’s a portfolio realignment that goes with that shift.” Necessary divestitures included selling off the Mars Drinks business in 2018 to Lavazza.

Those divestitures are a smaller part of a huge acquisitional appetite that Seka says he’s frankly had to adapt to in

the short term. “That M&A muscle is not something that has been core to our internal expertise previously,” Seka says. “We make high-quality food, have great brands that are priced right; that’s what we do. But lately, it’s really been turned on its head, with internal expertise now extending to M&A.”

Legal has gone from a support function at Mars to the eventuality of every major strategy and M&A discussion.

“Now legal gets involved at all levels,” Seka says. “It’s not only governance and negotiations, but also regulatory approvals from governments all over the world.” The GC says that it would be difficult for any lawyer who wasn’t willing to try something new and employ more lenses for looking at a situation than just the legal one. “You really need to understand the business, and that means knowing your board, really knowing your board, and bringing that to bear in all that you do.”

Seka says that the recent expansion-minded drive of the business puts an in-house lawyer in a prime position to partner with the business. “Inorganic activity has an inherently important legal component because you’re talking about buying and selling and partnerships,” Seka says. “It puts you in a fascinating position in the boardroom, where you’re really at the crux of change, and I don’t think that’s always common for in-house lawyers.”

Along with pet care, Mars recently made an investment in Kind Snacks, a staple healthy snack brand. Mars also

holds a controlling stake in foodspring, a German-based, direct-to-consumer personalized nutrition company. It’s a larger portfolio focus that seeks to make Mars more than just the name in candy. And it represents a pace of growth and acquisition that, since 2014, has been simply staggering.

While supporting the growth of Mars has been of paramount importance, Seka says it’s incumbent on him to help the organization look forward. “You have to understand your business and how it evolves and realize that today’s unique, legally relevant issues may be different than tomorrow’s. You might need to anticipate tomorrow’s, and that’s the fun part for me.” For the GC, the creativity involved in understanding evolving legal and business issues—along with the people tasked with making those difficult decisions—is where his job gets most interesting.

It’s also where Seka’s musical background comes in especially handy. “The ability to listen is so essential,” the GC explains. “Playing with a group of people is the same as interacting with them in a business setting. It’s a deep collaboration that requires an incredible amount of preparation, listening, and reacting in concert.”

Expertise Spotlight

Simpson Thacher is proud to have partnered with Peter Seka and the entire legal team of Mars over the past decade across many transactions. Widely recognized as one of the preeminent law firms in the world, Simpson Thacher offers clients a world-class team of lawyers with decades of experience in structuring, negotiating, and completing some of the most complex and transformative transactions. A remarkable array of clients, from large multinationals to Fortune 500 companies to smaller and closely held private companies to emerging companies, turn to Simpson Thacher for our commercial and business-like advice and personalized, valueadded solutions. A hallmark of our practice is our ability to assemble multidisciplinary teams across our ten offices and provide an integrated suite of services to our clients with premier practice groups that regularly lead the rankings in multiple categories, including M&A, capital markets, financing, corporate governance, antitrust, regulatory, intellectual property, tax, and executive compensation, as well as related areas, such as CFIUS and FCPA.

freshfields.com

Eric Swedenburg, a partner at Simpson Thacher & Bartlett, numbers among the many legal colleagues who have noticed Seka’s knack for relationship building and teamwork over the years. “Peter is the kind of counsel that Simpson Thacher attorneys always enjoy working with,” Swedenburg affirms. “His demonstrated business acumen and talent, along with his passion for collaboration, make him a true leader in the industry.”

In addition, Seka says that the performance mentality of his musical life is readily applicable to his career. “Make no mistake about it: a third-party or governmental negotiation is a performance you need to be ready for,” Seka says. “Not in some sort of cosmetic or role-playing way, but you’re meant to be compelling and get your point across.”

With his most recent high-profile transaction just two weeks behind him at the time of speaking, Seka says he derives a wider sense of satisfaction from his role by looking around the place he’s spent the past fourteen years. “What I enjoy about being at a place like Mars is that I get comfort and satisfaction from being part of something where I’m proud of the family that runs our business and the values we have,” the GC says. “We are a global and truly diverse company. None of our company’s top twenty people are from the US. To know these people and know they share your values is really all I need.”

Freshfields:

“Peter is an absolute pleasure to work with. Smart, supportive, and with excellent judgment, he brings out the best in both internal and external teams. He is a true leader and a partner and has been central to Mars’ success.”

–Piers Prichard Jones, Partner

Freshfields Bruckhaus Deringer US LLP

Freshfields is proud to support Modern Counsel and join them in recognizing the extraordinary and inspiring work of Peter Seka of Mars, Incorporated.

Simpson Thacher

Proudly Supports the Work of Peter Seka

General Counsel, Corporate Mars, Incorporated

We Applaud Peter on His Vision and Industry Leadership

From Aberdeen to Abu Dhabi

Alaina Ramsay’s global legal career has brought her to her position as general counsel of ADNOC Drilling Company, an affiliate of Abu Dhabi National Oil Company

By Jacob Winchester

Alaina Ramsay

General Counsel and Board Secretary

ADNOC Drilling Company, an affiliate of Abu Dhabi National Oil Company

From an early age, Alaina Ramsay dreamed of becoming a lawyer, but she never imagined her career would lead her from Aberdeen, Scotland— known as the Granite City—to the neon skyline of Abu Dhabi.

“I always knew I wanted do something that would make a difference, and I think—like all young people who want to be lawyers—you imagine being a criminal attorney and putting the bad guys in jail. Of course, once I grew up a little bit and got to university, I saw how interesting commercial and corporate law could be because the lawyers were able to help businesses get to where they wanted to be,” says Ramsay, who now acts as the ADNOC Drilling Company’s general counsel and board secretary, heading up the legal, compliance, and governance division.

“What I enjoy the most about being a lawyer is jigsaw puzzling something together, but the answers aren’t necessarily there in front of you,” she says. “That always drove me, and it has throughout my career.”

When she was fresh out of law school, Ramsay says her decision to join the oil and gas industry as a legal advisor was a natural one, since Aberdeen is one of the foremost locations for the oil and gas industry in Europe as well as a major hub for the North Sea region. “For a long time, the industry sustained a large percent of the economy. Many people were, and still are, involved in oil and gas, and as a young lawyer, it was natural that I would gravitate in that direction,” says Ramsay.

She earned her first in-house position with Wood Group, now known as Wood. “That’s where I got my grounding and fell in love with the industry as well as working in-house,”

Ramsay says. “It’s not just rewriting contracts and providing generic legal advice; it’s very much an opportunity to embed within the business.”

From there she joined the team at Transocean, one of the world’s largest offshore drilling contractors, where she oversaw the North Sea and Norway region. After a year and a half, she says she had the good fortune to be moved to Malaysia, which would begin her international journey as assistant general counsel in charge of the Asia-Pacific region, India, and Australia. Eventually the company restructured, bringing Ramsay to Dubai.

“What I enjoy the most about being a together, but the answers aren’t

“I matured a lot in my career within those five years, and I learned a lot,” Ramsay says. “It’s where I really learned to operate an integrated part of the business, placing the legal team as a true and valued business partner. Being an in-house counsel, you’re not always privy to big budgets for legal teams, so you have to do a lot of things—and thinking—for yourself.”

Eventually, Ramsay joined the ADNOC Drilling Company, an affiliate of the Abu Dhabi National Oil Company, as general counsel and board secretary, where she channels the skills obtained throughout her international

career in order to help the oil company achieve its 2030 strategy.

These goals include modernizing and upgrading the entire value chain of the business so ADNOC can better take advantage of its geography and meet the oil demands of the world as a whole. “A key driver for ADNOC is its ‘In Country Value’ initiatives, which encourage the use of local goods, services, and manufacturing to stimulate economic diversification and growth,” Ramsay says. “My role as someone with an international background is to take my skill set and use it to build a team that works dynamically through teaching and mentoring to encourage progression.”

In addition to helping ADNOC script its big-picture strategy, Ramsay and her team have been instrumental in helping the company secure its recent equity partnership with Baker Hughes, a full-stream oil and gas services provider headquartered in Houston, Texas. “The partnership with Baker Hughes forms an important building block of ADNOC’s 2030 smart growth strategy,” Ramsay says.

Ramsay also is a major player in the company’s efforts to empower women both inside and outside the company. While statistics show women generally constitute 5 percent of the oil and gas industry in the Middle East, ADNOC’s workforce is composed of 11 percent female employees.

“I’ve never worked in a company before where I’ve seen such a resolve to drive gender diversity, tolerance, and inclusivity for all women within the

lawyer is jigsaw puzzling something necessarily there in front of you. ”

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.

shearman.com

company. As part of our 2030 smart growth strategy, ADNOC has appointed two female CEOs; we’re ensuring that 15 percent of our senior managers are women; and we’re aiming to increase recruitment of Emirati women to 30 percent by 2020,” Ramsay says.

“The UAE government itself is at the forefront of investment in women in industry, and ADNOC has really taken that message literally by driving empowerment within our organization and enforcing diversity and inclusion,” she says.

“ADNOC is one of the companies that I’ve worked for in my career where I really feel like my voice is heard as a woman and that I’m fully supported in the things that I’m saying as well as the things I am seeking to achieve as a woman in management. It’s a very refreshing thing to see.”

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

Executive Vice President and General Counsel Amy Tu continually strives for greatness at food giant Tyson Foods

By Zayvelle Williamson

A Titan at Tyson

AMY TU KNOWS EXACTLY WHAT IT means to operate at a world-class level. Currently an executive vice president and the general counsel for Tyson Foods, a leading producer of chicken and one of the largest food companies in the world, Tu has spent her entire legal career coordinating with multinational business leaders, operations, and corporations and pinpointing precisely what they needed (and expected) from their business partners. At Tyson Foods, Tu guides her team members to ensure that both they and the company meet the highest standards possible.

An Arkansas native, Tu has long been inspired by the remarkable individuals around her. In fact, Tu’s decision to complete her undergraduate

studies at Wellesley College was influenced by one of the most prominent figures in the state.

“I remember receiving a phone call from Hillary Clinton,” Tu told the Northwest Arkansas Democrat Gazette (at the time, Clinton was the first lady of Arkansas). “I thought, ‘Wow, what is this?’ As I recall, she said that she hoped that I would consider Wellesley—a fantastic school, fabulous education, and lifelong friends. And after a visit to the college, I thought, ‘Absolutely.’”

Upon her graduation from Wellesley in 1989, Tu began working as a financial analyst in the prestigious investment banking program at Merrill Lynch. But just a few years later, she chose to leave both Merrill Lynch and the world

of economics behind. That decision was spurred partly by an interest in volunteering for the presidential campaign of a candidate from her home state of Arkansas—one Bill Clinton.

In 1993, Tu enrolled in the JD program at the University of Arkansas School of Law, Fayetteville. She would go on to serve as international counsel at both Walmart and Gap before climbing the ranks to chief counsel of anticorruption and global law affairs at Boeing. Throughout her career, Tu has cultivated an in-depth understanding of complex and cross-border transactions.

Indeed, former Tyson CEO Tom Hayes commented to Food Business News in 2017, “Her breadth of global experience supporting business leaders

Amy Tu EVP and General Counsel Tyson Foods

Courtesy of Tyson Foods, Inc.

Antitrust Intellectual Property Litigation

Family Matters

Growing up in Arkansas, Amy Tu was known for her kindness and compassion. She participated in various fundraisers with her younger brother, who was born with cerebral palsy, and even went with him to participate in the Special Olympics. Since then, Tu has also served as a committee member for the Special Olympics.

and functions across a multinational corporation will be a tremendous asset as we continue to execute our growth strategy.”

Today, as executive vice president and general counsel at Tyson, Tu leads all of the company’s legal affairs as well as the compliance, audit, government affairs, and corporate communication functions. She also manages Tyson’s venture capital fund, which invests in companies dedicated to developing cutting-edge businesses, products, and technologies designed to help sustainably feed the world’s increasing population.

Axinn congratulates Amy Tu on her accomplishments and recognition by Modern Counsel.

As the leader of the legal department, Tu constantly looks for ways to make sure that her team is working to the very best of their abilities. She holds regular talks with each member of her team, including her outside counsel partners. As she puts it, outside counsel are still very much part of the team and are key advocates for the company, which means that her legal team as a whole cannot reach a world-class level without trust, support, and input from those attorneys.

“I love working with my colleagues. I love what we’re trying to do,” Tu said in an interview with the Northwest Arkansas Democrat Gazette . “You’re working with a group of people . . . who are communicating all the time and who are working in a common direction, with one strategy and one purpose. We all have different opinions about things, but the environment that has been created is one that is collaborative and communicative.”

Going forward, Tu is determined to maintain— and exceed—the quality of counsel she has provided since joining Tyson in December 2017. “I’m going to do my best for the company and for the legacy of the company,” she told the NWAD.

Skiing Toward Success

At Vail Resorts, Assistant General Counsel Emily

By Brianna Wright

WHEN EMILY BARBARA WAS CUTTING her teeth in the legal industry, she started not in the corporate sphere but as an associate attorney at the Bryan Cave law firm, which provides counsel for business, institutional, and individual clients. Barbara came into her own, however, by performing mergers and acquisitions (M&A) work for the firm. A graduate of St. Louis University School of Law, she spent three years working at Bryan Cave before moving to the renewable energy company SunEdison as in-house assistant general counsel. From there, she took a position as associate general counsel at Post Holdings, a consumer packaged goods holding company. She spent a couple of years there before moving on to her current role at Vail Resorts, where she’s been for four years.

Barbara is assistant general counsel and assistant corporate secretary for the company. Vail Resorts not only owns and operates thirty-seven mountain resorts in three countries but also has divisions for hospitality and development. Through these divisions, it owns and manages hotels, condos, and golf courses and oversees property develop-

ment. Barbara’s responsibilities at Vail include oversight of corporate governance, securities, M&A, contracts, and intellectual property law.

In addition, Barbara manages a legal team of eight people. While her team isn’t large, managing it provides plenty of challenges. She describes herself as a doer, so she’s had to learn how to delegate work and figure out the nuances of managing a team in her current position. Her previous merger and acquisitions experience has also served her well: in 2016, she worked on Vail Resorts’ successful acquisition of Whistler Blackcomb, a ski resort in Canada. The resort is the largest in North America, with the highest vertical rise on the continent. It was also the official venue for alpine skiing events in the 2010 Winter Olympics, and for several years running, Ski magazine ranked it the best resort in North America. The $1.4 billion deal was one of the most important of Barbara’s career.

Barbara’s excellent work hasn’t gone unnoticed. In 2019, she received a First Chair Award recognizing her excellence as assistant general counsel. The

Barbara has enjoyed notable achievements with her mergers and acquisitions work

congratulates Emily Barbara

Assistant General Counsel and Assistant Corporate Secretary

on her accomplishments and recognition

by Modern Counsel

It was a joy to see Emily work to bring Vail Resorts’ world class expertise and experiences to skiers and boarders in Victoria.

From Australia’s national capital, MinterEllison’s trade and investment team partners with clients across the globe to pursue business opportunities, create value for stakeholders and navigate politico-legal challenges.

awards are designed to honor top in-house counsel who have made significant contributions to the legal community through their hard work and innovation.

When she’s not managing her team and creating successful M&A deals for Vail Resorts, Barbara indulges her passion for the outdoors. Her employer is also committed to environmental sustainability, which meshes well with Barbara’s interests. Vail Resorts has multiple environmental initiatives in place, the most notable of which is its Commitment to Zero: the company is working to create zero net emissions, send zero waste to landfills, and create zero operating impact on forests and habitats by 2030. It is a tall order for any company, but Vail Resorts is firmly dedicated to environmental sustainability. Ultimately, Barbara’s work with Vail Resorts has presented plenty of challenges both in and out of the corporate sphere. Her success in the M&A division and strong leadership of her team, though, indicate that she’s doing just fine.

WilmerHale

:

“Acquisitions are a key strategic priority at Vail Resorts. In leading its M&A effort, Emily has not only guided Vail Resorts through an unprecedented series of acquisitions in the company’s history but also has helped reshape the entire ski industry. Few can rival the impact Emily has made.”

–Keith Trammell, Partner

minterellison.com

Gibson, Dunn & Crutcher is proud to work with Vail Resorts as a trusted business advisor. We are a global law firm distinctively positioned in today’s marketplace, with more than 1,200 lawyers and 18 offices.

We were delighted to work with Emily Barbara and the team at Vail Resorts on the acquisition of Falls Creek and Mount Hotham Ski Resorts.

On the Move

Stacey Ardini, assistant general counsel at Clarks, believes in her employer’s motto: “Never Stand Still”

By Russ Klettke

Assistant General

WHEN STACEY ARDINI WENT TO WORK at Clarks Americas as assistant general counsel, a motto on a wall in the company headquarters told her she was in the right place. “Never Stand Still,” it proclaims—which makes sense not only for a thriving two-hundred-yearold shoe company, but also an attorney who is constantly moving forward and looking for new ways to grow.

Ardini is quite literally a fast walker, she says. And she’s not afraid to make strides in her career, either. A childhood interest in civics, a postcollege stint as a legislative aide, and work as a paralegal all contributed to Ardini’s eventually going to law school at Boston College. After she graduated, the firm where she did a clerkship hired her as an associate and immediately put her into litigation work. She enjoyed it and was taking each day as it came for nearly eight years.

“I was expecting our second child when I received an email from an internal corporate recruiter that I first thought was spam and almost deleted,” she says. It turned out she was being recruited to work in-house with a nationally prominent retail company; after being interviewed, she was offered the job, which she accepted.

Stacey Ardini

Counsel Clarks America Jefferson White

Positions for in-house litigators are few and far between, so Ardini feels fortunate that both of her corporate employers saw value in her background in litigation. At Clarks she’s now more of a generalist, but her experience in corporate litigation has proved to be useful preparation for her current role. “I’m able to see holes in contracts, to anticipate where the problems might be,” she says. “I’m constantly thinking like a litigator, interpreting untidy contract language, and helping the business strategize.”

In fact, part of what drew Ardini to Clarks was the opportunity to become a legal jack of all trades, dealing with various kinds of work. Nowadays, she specifically focuses on commercial deals, data privacy and compliance, IP matters, sustainability initiatives, and litigation. She also acts as counsel to the retail and wholesale operations teams, and works with procurement and marketing creatives, which includes inking recent deals with celebrities like Freida Pinto and Alexander Skarsgård. “On a daily basis, being such a small department, we are challenged to wear many hats and tackle a wide array of issues for the Americas region and globally too,” Ardini says.

In addition to her day job, Ardini makes time for volunteering, and is passionate about pro bono work. Since 2015, she’s been working with Discovering Justice, a nonprofit organization that provides civic and justice education to schools in underserved communities and has served as cochair of the Boston Bar Association’s in-house committee, which provides networking and community building for local

We are delighted to congratulate Stacey Ardini on the recognition of her legal accomplishments and contributions to Clarks.

“We know retail is going to exist in the future; it’s just a question of what it will look like and what the consumer will expect and how companies will deliver. It certainly is not business as usual nowadays.”

Keerthi Sugumaran

Keerthi.Sugumaran@jacksonlewis.com

Finding Balance

Stacey Ardini made a move in-house in part because of lifestyle reasons. Her job at Clarks, while demanding, allows the mother of three to find work/life balance. Her advice for achieving it:

1. “ Live close to work. My office is four quick miles from home, proximity that maximizes my presence at work, at home, and at our children’s schools.”

2. “ Don’t cancel doctor’s appointments. You can’t take care of anyone else—kids or clients—if you aren’t taking care of yourself. “

3. “Ask for help. My husband, who is an amazing father and cook, taught me this. We can’t do it all—no one can. Just figure out what works for your family and your career.”

in-house lawyers. She’s also the vice president of the Clarks Companies Foundation, which provides scholarships to high school seniors to help them pursue higher education. The Foundation has even helped her develop a side practice in nonprofit law.

Ardini says Clarks has a great culture and describes the company as committed to its core values, mindful, and transparent, and populated with creative, driven, and really good people. What’s most interesting and challenging for her, she says, is the dynamic nature of retail today. The shift from brick-and-mortar stores to online commerce is evolving and changing by the day.

jacksonlewis.com

“A colleague made a brilliant point to me recently on this topic that challenges us to see the opportunity in this so-called disruptive period,” she says. “We know retail is going to exist in the future, it’s just a question of what it will look like and what the consumer will expect and how companies will deliver. It certainly is not business as usual nowadays. And to be a part of that evolution and growth is really exciting.”

With more than 950 attorneys in major locations throughout the U.S. and Puerto Rico, Jackson Lewis provides the resources to address every aspect of the employer-employee relationship.

Jackson Lewis P.C: “Congratulations to Stacey Ardini for her exceptional leadership. We are proud to call her our partner and look forward to seeing what she does next at Clarks.” –Keerthi Sugumaran, Associate

A

Precious Resource

Casey Nault’s commitment to transparency helps him build trust and drive results at Coeur Mining

By Sara Deeter

TO CASEY NAULT, A HIGH-PERFORMING TEAM IS

as good as gold. As senior vice president, general counsel, and secretary at Coeur Mining, Nault fosters a working environment based on openness and trust. He does so not only to ensure his team’s ability to enhance the company’s performance but also to help set a cultural foundation for Coeur’s best-in-class corporate governance strategy.

A graduate of the USC Gould School of Law, Nault began his legal career as an associate at leading firms such as Gibson, Dunn & Crutcher and, in 2003, transitioned to an in-house position at Starbucks. His tenure there impressed upon him the importance of efficiency and pragmatism, Nault says, but it also opened his eyes to the benefits of transparency.

“My boss would share things with me that were happening at the board level, or transactions that the

company was considering,” Nault recalls. “That helped me to do my job better, to anticipate the issues that we were going to face, and to grow.”

That growth does not go unrecognized by his colleagues in the industry. “Casey knows the law cold, but while there are perhaps others who can also cite the regs, Casey distinguishes himself with judgment, commercial instincts, and a nuanced ability to apply the law to the facts,” says Steve Shoemate, a partner at Gibson, Dunn & Crutcher. “He is creative and drives to the most effective solution, whether it be a corporate strategy, disclosure, communication, or sustainability issue.”

And that concept of lucidity to evolve expertise holds true no matter the context, he says. At Coeur Mining, a Chicago-based precious metals producer with five operating mines, Nault tries to “share as much information as I can” with the people on his team so that they can do

Casey Nault SVP, General Counsel, and Secretary Coeur Mining

Michael Schacht

the best job possible. “I also believe it’s important to admit my own mistakes and be transparent about the things that I’m trying to work on,” he says.

Showing that trust with his team members and encouraging open communication across functions has helped lead to some remarkable results, Nault says. “This is a cyclical industry, and in the most recent downturn in gold and silver prices, which also drove down our stock price, we were facing a pretty difficult annual meeting vote on our executive compensation program,” he explains. “Usually when the stock price drops so dramatically, you’d expect to see a very high negative vote from stockholders because it’s so hard to demonstrate alignment.

“But our team was able to tell the story of how our programs are aligned with results,” Nault continues, “and explain why, the significant stock price drop notwithstanding, the long-term incentive plans were appropriately structured to create value over time.”

By highlighting that value, Nault’s team was able to secure a much higher ‘yes’ vote than companies in a similar situation usually receive. “It’s easy to lead a team when everyone is so strong,” Nault explains.

And as Nault has seen firsthand, the company’s determination to drive value isn’t limited to revenue. “Our purpose statement is ‘we pursue a higher standard,’ and we really live that every day— we’re constantly talking about how we can be better,” Nault says. “We’re talking about what we do to develop our people, what we do to maintain good relations with employees and communities, what we do to ensure the same high safety standards across all three countries where we operate, and

“We saw that it was important for us to be more transparent about all the things that make Coeur a responsible company and a good place to work.”

The Coeur Commitment

Dedicated to protecting the environment as well as producing valuable minerals, Coeur Mining has spent years working to understand and minimize their energy consumption, greenhouse emissions, land disturbance, waste generation, water usage, and more.

By the Numbers

2 Clean Burn 5000 furnaces, the most efficient and cleanest used oil heating system in the industry, installed at Coeur’s Wharf site in 2018 to reduce overall fuel usage

100,000+ trees and shrubs planted at the inactive Golden Cross mining site in New Zealand

0% of Coeur’s reserves are located near sites with endangered species or protected conservation status

16 solar panels installed at Coeur Mexicana in 2018

2% reduction in greenhouse gas emissions across all Coeur facilities since 2017 what we do to minimize environmental impacts such as fresh water usage.”

According to Nault, those discussions are a cornerstone of the company’s strategy to be more open about Coeur’s achievements.

“We feel that we have a lot of good things to say,” remarks the GC, “and in the last few years, with the increasing importance of ESG [environmental, social, and governance] factors for institutional investors and other stakeholders, we saw that it was important for us to be more transparent about all the things that make Coeur a responsible company and a good place to work.”

Over the past eighteen months, Nault has led a cross-functional internal team dedicated to improving the company’s ESG disclosures. “We added a dedicated ESG manager to enhance and regularize our disclosures around ESG and drive improvements to our ESG practices, and we now include a

deeper dive on a specific ESG topic in each quarterly earnings presentation,” he says.

Good governance is a critical element of Coeur’s corporate strategy, Nault says, and this ESG disclosure initiative is a perfect example of what good governance looks like. But as Nault and the other members of the company’s executive team know, even “good” governance can always be improved upon.

“We set aside time to get away from our day jobs and work on our strategy,” Nault says of Coeur’s executive team. “We’ll spend half a day somewhere with a whiteboard and really pressure test so that we can come up with new ideas or just validate that we’re on the right path. We also have an outstanding board populated with very impressive people who challenge us to be intentional about our strategy and be better in all ways.”

Kristen Hughes General Counsel Elevate Textiles

Amanda Anderson

By Sara Deeter

Elevating Employees

IN TODAY’S WORLD, NEARLY EVERY in-house legal department is expected to help drive the company’s goals by partnering with and supporting the business. But as Kristen Hughes sees it, legal can and should do even more than that. As general counsel at Elevate Textiles, she creates a culture that empowers employees across the company to feel comfortable and confident in raising their voices.

A seasoned member of the Elevate Textiles team, Hughes has been working with the textile giant’s family of companies since 2014, when she was hired as corporate counsel at American & Efird (A&E). Hughes

was promoted to general counsel in 2018, just months before A&E merged with the International Textile Group to become Elevate Textiles.

While that integration presented Hughes with a number of challenges as she transitioned into the general counsel role, she also found a new freedom to take ownership of both the position and the legal department.

“I now have the opportunity to look at the legal department from a thirty-thousand-foot level,” Hughes says. “I get to establish what our overall goals are, what the trajectory of the

As general counsel of Elevate Textiles, Kristen Hughes strives to help her team members make their voices heard

department is, and help develop key performance indicators for the department that we can use to align with our business units.”

That alignment with the business is the first and most important step for a legal department like Elevate’s, Hughes notes. Since becoming general counsel, she has created a new compliance program for the department as well as a formal risk assessment program, an endeavor made all the more challenging by the need to marry the processes and priorities of what she describes as two “well-established, international companies with their own procedures and their own way of doing things.”

“Risk assessment really equates to a deep understanding of the different business units,” Hughes explains. “But you can’t create a compliance program without knowing what the biggest risks to the business are. What keeps our business leaders up at night? What are they seeing on the front lines every day?”

This kind of compliance program does far more than help mitigate business risks, Hughes says.

“Making sure that the laws are followed is obviously important to the department,” she remarks. “But I think of the department more as a way to ensure that every employee has a place to go if they need someone to listen to them.”

The legal department provides approximately four different channels through which Elevate employees can report various matters, and they can choose to report anonymously, Hughes says. “My personal phone number and email are also on all of the compliance documentation,” she adds. “To me, there’s nothing worse than being an employee and feeling like no one higher up in the company cares about what you’re experiencing.”

As the leader of the legal department, Hughes puts that philosophy to work by prioritizing the experiences of her team members.

“I take being a boss really seriously,” Hughes says. “It’s been proven that happy employees are better employees, and I always tell the folks here that their only focus should be on producing excellent legal work—whether it’s working from home or taking an extra day to be with

Amanda Anderson

their families, they should be able to do whatever it takes to produce that great work.”

Hughes also makes an effort to promote and support other women working at Elevate Textiles, a project that is very close to her heart given her position as the sole woman on the company’s leadership team. “It’s definitely not easy,” she reflects. “But the way I see it, I have a real opportunity to bring a different perspective to the leadership team. And for me, that means I have to be confident in my instincts and in offering my opinion—even when it’s not asked for or it’s not about a legal matter.”

She’d like for every woman working at Elevate to feel comfortable and confident in offering their opinion. It can be scary to put yourself out there, she says, but it’s worth it in the end.

“You’ve got to go for that position, ask for more responsibilities, and take on as many projects as you can,” Hughes says. “You can always move in the other direction and go back to a smaller role if necessary, but once you pass up an opportunity to move up, it’s unlikely you’ll ever be considered for it again.”

Good Citizens

Renny Hwang

Legal Director and Head of Patent Litigation Google

Legal Director and Head of Patent Litigation Renny Hwang on his legal team’s mission to safeguard Google’s leading-edge products and embody the tech giant’s community-based culture

By Victoria Bentley and Sara Deeter

RENNY HWANG AND HIS GLOBAL TEAM STRIVE TO be respectable legal citizens—which should come as a comfort for Google’s approximately two billion annual users across its various platforms.

As legal director and the head of patent litigation, Hwang knows exactly what sets Google apart as one of the top tech companies in the entire world: a unique focus on technology and products. “We build cool products for our users,” Hwang says. “I believe strongly in our products and our mission.” Naturally, Hwang’s legal team’s strategy aims to “secure what’s best for users” to do its part in carrying on Google’s greater mission.

At Google, Hwang manages more than twenty employees, two-thirds of which are attorneys. Together, he and his team work on hundreds of lawsuits each year, all in the name of securing that level of “best” for Google users. “A job is a job, and the law is the law,” remarks Hwang. As he explains, many of the lawsuits handled by his team are merely internet trolls personified. Those cases often end up being dismissed or resolved out of court. But there are other cases that entail a great deal more work—indeed, some plaintiffs attempt to sue not just Google but the entire industry. Fortunately, given his background in software engineering, Hwang is well equipped to handle cases that center on highly technical coding and engineering matters. In addition to a bachelor’s in computer

science, Hwang holds a master’s in management science and engineering, both from Stanford University. He even worked for two years as a product manager at Homestead Technologies before earning his JD at Harvard Law School and beginning his legal career. Those experiences certainly come in handy when Hwang has to discuss case materials with Google’s engineers.

But while his background may facilitate his work in many ways, Hwang’s workload remains heavy and complex. Some of the company’s cases, such as the Oracle America Inc. v. Google Inc. case, stretch back years—almost a decade for the Oracle case.

The Oracle case started in the 1990s, Hwang explains, when a company called Sun Microsystems created Java. Sun Microsystems’ widely known intention was to keep Java open and free for programmers and tech companies alike to use as they saw fit in the development of applications of other web-based tools. Then, in 2010, an American multinational technology corporation called Oracle, headquartered in Redwood Shores, California, acquired the then financially bereft Sun Microsystems.

At that point, Oracle decided to sue Google, Hwang says. Oracle claimed that because they now technically owned Sun, they were entitled to payment for Google’s use of Java. Now, after winning two jury trials and two separate appeals, it falls to Hwang and

Renny Hwang

Legal Director and Head of Patent Litigation

Google

A brilliant legal mind

A trusted and collaborative colleague

his team to prepare for the potential Supreme Court hearing of this case. “We take our reputation seriously,” Hwang says.

To handle the legal department’s intense workload, Hwang makes sure that communication remains open and constant. He and his team use G-suite tools to communicate and coordinate schedules across time zones, a necessity given that the majority of his team members work from California; Washington, DC; and Germany. Hwang also makes a point of scheduling face-to-face meetings (either in person or online) with his team members so that he can check in with them and make sure that they’re “happy in life as well as work.”

Outside of his direct responsibilities as legal director and head of patent litigation, Hwang remains heavily involved Google’s community-based culture. In recent years, his team has represented disabled American veterans. Many such veterans have been denied disability benefits, and both they and their families are often overwhelmed by the complex (and expensive) appeals process required to claim those benefits. His team has also provided support to refugees seeking asylum and has volunteered at local schools.

Hwang and his colleagues do that legal legwork pro bono. There are a lot of “good folks” on his team, Hwang says. But that work goes beyond a general desire to be involved in the community—Hwang’s team sets a yearly goal to mark out their efforts to contribute to their profession and the community. Respectable legal citizens indeed.

A true asset to his field

“We build cool products for our users. I believe strongly in our products and our mission.”

Rehabilitating Personal Injury’s Image

Dawn Pinnisi fights back against the public’s misconceptions of personal injury lawyers, dedicating her life to easing her clients’ burdens

By Clint Worthington

WHEN DAWN PINNISI STARTED HER career as a young lawyer in 2000, what struck her the most was the dearth of female colleagues in her line of work. “When I entered the trial part courtroom, I could count on one hand the number of women in the room,” she says.

Now, as a founding member of the New York– and New Jersey–based litigation firm Varcadipane & Pinnisi, she works tirelessly to not just advocate for her clients, but for other women in the legal field as well.

Before working as a personal injury lawyer, Pinnisi wasn’t sure what kind of law she wanted to go into. Shortly after graduating from Brooklyn Law School in 1999, she started her career as an attorney at a Brooklyn-based litigation firm.

After spending time as an intern and legal assistant, she passed the bar exams in New York and New Jersey and within a week she was picking a jury and had her first full trial in Brooklyn. “I quickly

Settlement Funding congratulates

realized I enjoyed being in court,” she says. She loves the feeling of applying expertise and research to persuasive and logical arguments that help you win your case. “Litigation is a good mix of [those disciplines],” says Pinnisi.

In 2016, after working at that firm for more than fifteen years (eventually becoming managing attorney and later partner), Pinnisi found herself starting to gravitate toward cases and clients that allowed her to make a difference in people’s lives.

To that end, she left the firm to start Varcadipane & Pinnisi, a boutique litigation firm handling personal injury, civil and commercial litigation, and real estate law. Pinnisi heads the personal injury department of the firm.

One of Pinnisi’s implicit goals in her personal injury work is to fight back against the preconceptions that come with that profession—ones that, to her mind, are often entirely unfounded. “People are often misinformed about personal injury [law] in general,” she observes.

Take, for instance, the infamous McDonald’s “hot coffee” case in the ’90s. “Everyone talks about that [case] in a derogatory manner,” Pinnisi says about the case, which became a poster child for the frivolous lawsuit. “But she actually had severe injuries you would never want to have.” The media tends to portray the lawyers who take personal injury cases as predatory ambulance chasers, which makes her job even harder.

That’s not to say there aren’t a few bad apples in the bunch, as Pinnisi can attest. “Certain attorneys ruin it for the profession,” she admits. The highly competitive nature of personal injury law can attract the kind of folks who just want to make a quick buck.

Over the years, she’s heard stories of clients being approached by attorneys offering cash bonuses for signing or paying hospital employees to divulge confidential info, and these tales give her pause. “It’s unethical and helps the negative portrayal of this industry,” she says.

Pinnisi, on the other hand, prides herself on a principled, fervently client-first philosophy. “It all comes down to making it about the client,” she says. While she often encounters attorneys who’ve become jaded by years of disheartening casework, Pinnisi understands that, for the client, these circumstances are far from routine. “[For the client], It’s never ‘just a fracture,’” Pinnisi explains.

Good representation can make all the difference in a client’s life and can even help prevent further injuries in the future. In one product liability case, Pinnisi worked on behalf of a toddler whose finger was amputated in the defective hinge of a baby stroller; she was able to call the US Consumer Product Safety Commission and get that stroller recalled.

In a birth injury case, she worked out a structured settlement and secured medical insurance coverage for life for a baby who’d lost the use of his wrist. “These are the things that bring me back to why I wanted to start my own firm,” Pinnisi says. She takes pride in her work’s ability to help people become valuable members of society, ease their burden, and do good for the future.

As a woman in a male-dominated field, Pinnisi recognizes that she’s in a position to help mentor other young women who are interested in entering the legal field as well. She personally lacked a strong female role model when she was a young lawyer, Pinnisi says: “I had to do it on my own, and worked very, very hard to gain that respect and confidence.”

At her current firm, Pinnisi says, the very first hire she made was a young female associate. “I brought her to court with me so she could get hands-on experience and made sure to pass on the knowledge I have gained over my career. Now, over three years later, we still

work together daily to give our clients the best representation possible.”

Now that more women are entering the profession, Pinnisi feels a sense of solidarity with female attorneys at other firms. “We’re always helping each other out,” she says, sharing information, experts, effective strategies, and so on.

“You definitely see more women in court now, as opposed to twenty years ago,” she says, “but the litigation field is still pretty male-dominated.” Whether fighting for clients or greater female representation in the legal profession, Pinnisi works daily to bring a sense of justice and credibility to her line of work.

Dawn Pinnisi Member Varcadipane & Pinnisi

David Eric Photography

Inclusive

Energy

Christina Ibrahim EVP, General Counsel, Chief Compliance Officer, and Corporate Secretary Weatherford

By Anthony Ruth

By bringing people together, Christina Ibrahim helps propel Weatherford forward

Robert Seale

The world that Christina Ibrahim oversees at Weatherford, which has more than 600 locations in 80 countries, is a vast one. But through her leadership practices and initiatives like founding the company’s diversity and inclusion network, the executive vice president, general counsel, chief compliance officer, and corporate secretary works hard to make it feel small.

Ibrahim has approximately 145 employees, about 20 of whom make up the global security group, which concerns the movement of people and the safety of Weatherford facilities. The remaining employees are in legal services, which comprises practice groups focused on commercial, investigations, ethics and compliance, mergers and acquisitions, employment, corporate, intellectual property, supply chain, litigation, and geographies including Asia, the Middle East, the Western Hemisphere, Russia and related countries, and Europe and the North Sea. Each practice group has a lead who reports directly to Ibrahim. “My days are full, different, and interesting,” she says.

Even though Ibrahim, who is based in the company’s Houston office, travels at least 30 percent of the year, it’s virtually impossible for her to visit every country her employees work in over a twelve-month period. To make those valuable in-person connections, she tries to meet in the middle. “Whenever I travel, I try to reach out to my team and visit with them,” she says. “If they can meet me where I’m traveling, then at least I can have some face time with them, even if I can’t make it to their specific geography.”

Ibrahim also holds regional meetings to bring all the lawyers in a geographic area together over a couple of days. In this way, she can discuss their strategic projects, listen to their challenges, and learn how she can support their needs. She says it’s also a valuable chance to let them know what’s happening at the corporate level, such as the company’s Chapter 11 proceeding, which she describes as a learning opportunity from which Weatherford will emerge a strong, healthy, and streamlined company. “I try to make sure they feel included and that they know what’s going on,” she says.

For Ibrahim, the relationship-building that comes out of these visits is crucial to her team’s success. “I want the most efficient, respected law department that any corporation has ever seen, and the only way to do that is through building trust,” she explains.

That trust goes both ways. “They trust me to live up to my word to them about whatever we’ve been discussing, and I trust them to do the best job that they can. I feel like we all work harder for each other because we have a relationship. You feel accountable, you feel responsible, and you feel proud to be part of this team.”

When she arrived at Weatherford in 2015, Ibrahim noticed there wasn’t a women’s network within the organization. Feeling that an avenue for women to meet and learn from each other was important in the male-dominated industry of oil field services, she set out to start one. Soon afterward, she expanded her

scope to establish a diversity and inclusion program. Four volunteer-led networks focused on women, veterans, young professionals, and LGBTQ persons currently make up the program and provide education, networking, engagement, and other opportunities.

Ibrahim leads the executive team that provides support and resources to the network, which now has more than five hundred participants in approximately forty countries. She says the entire executive team at Weatherford has embraced the initiative, and the message they hope to send is that employees can come to work as their whole selves and be supported. “You can only be your best self when you’re your whole self,” she says. “We spend a lot of hours every week at work, so I want it to be the best possible environment and learning opportunity for all of our employees.”

“I feel like we all work harder for each other because we have a relationship. You feel accountable, you feel responsible, and you feel pride to be a part of this team.”

Education also plays an important role across the organization. The leadership team worked with Texas A&M to create a custom program that gives the company’s emerging leaders an academic foundation in business, a “mini MBA,” as Ibrahim describes it, that can help position participants for future career advancement. Within her own team, Ibrahim makes it known that education is encouraged and supported for lawyers and nonlawyers alike, whether they want to learn a new practice area or build skills like project management.

THE KULLMAN FIRM

Firm has engaged in the practice of labor and employment law on behalf of management since 1946.

We are proud to recognize Christina Ibrahim, Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at Weatherford, for her outstanding leadership and achievements.

Helping clients overcome the challenges of competing in the global economy through a new type of thinking and a different mindset.

www.kullmanlaw.com

We are the New Lawyers. bakermckenzie.com

Christina Ibrahim on her recognition in Modern Counsel BakerHostetler is proud to support Christina and Weatherford International in providing safe, sustainable and innovative services to help meet the world’s energy needs.

bakerlaw.com

“I just want everybody to be fulfilled,” says Ibrahim, who was honored as an outstanding leader in energy in the Houston Business Journal ’s 2018 Women Who Mean Business issue. “I think you do that by continually learning and feeling like as a person, as a professional, you have the opportunity for continuous improvement in your career.”

Ahmad, Zavitsanos, Anaipakos, Alavi & Mensing P.C.:

“Christina Ibrahim is an outstanding legal steward for Weatherford. She approaches projects with a winning mix of wisdom, experience, and judgment. Christina is fantastic to work with.”

–Todd Mensing, Partner

The Kullman Firm:

“Christina is always thinking dynamically and is shrewd at designing and implementing innovative solutions to complex challenges and problems. Her creative leadership and dedication are unparalleled, and she is truly an asset to Weatherford.”

–Sam Zurik, Shareholder

How to Truly Listen

Eileen Letts’s ability to seek out new opinions has helped her succeed in the courtroom and contribute to critical conversations on diversity and inclusion at Zuber Lawler & Del Duca

By Lori Fredrickson

EILEEN LETTS KNOWS THAT BEING willing to listen and ask the right questions can have a significant impact. Over her forty-year career as a civil trial attorney, her proficiency has resulted in successful outcomes for clients in cases ranging from high-stakes, complex tort cases to excessive force litigation. And as a founding partner of the minority law firm Greene and Letts, which merged in 2016 with the minority firm Zuber Lawler & Del Duca, headquartered in Los Angeles, her mastery of these communication skills has likewise shaped her leadership strategy.

“You’re only as good as the whole, not just the one,” Letts explains. “My style is that everyone’s opinion should be valued, because they may say something you’ve never even thought about but which should be considered.”

Having started her career in civil litigation shortly after earning her JD from the Chicago-Kent College of Law at the Illinois Institute of Technology in 1978, Letts built a reputation on her ability to listen while she was trying court cases for the Chicago Housing Authority and the City of Chicago. When working on personal injury cases, she found that connecting with witnesses and letting them open up to her helped her make a case for juries.

“I like to let people talk and tell their story so I can get the information I need to do what I need to do,” Letts explains. This, coupled with her knack for delivering convincing closing arguments, enabled her to cofound Greene and Letts in 1990. The firm gained a reputation throughout the Chicago area for its success in areas including personal injury cases and employment law.

Having started out with just two partners in a 1,600-square-foot space, Greene and Letts expanded fairly

Eileen Letts

Partner

Zuber Lawler & Del Duca

Victor Powell

quickly, in part because it became known for its work ethic and high level of integrity. Letts also made a point of informing clients that though Greene and Letts was a small firm in a competitive market, its size was not proportional to its talent. “With minority-owned firms, you sometimes have to push the notion that we might not be the largest firm, but we’ve got the talent,” Letts says. “We will do a good job and probably do it more efficiently.”

She soon established a reputation for earning victories that had been considered improbable. In one instance, she swayed the jury in a troubled excessive force case she joined midway through. In another, her closing argument changed the settlement for a personal injury case. The firm’s record for wins like these and its standing in the Chicago area eventually led Zuber Lawler to approach Greene and Letts in 2016 about a merger.

“People knew that we prided ourselves on our reputation, and we thought it would be a good fit to help encourage different types of work to come in the door,” Letts says, including a more recent expansion into intellectual property and mergers and acquisitions.

The firm merger coincided with another major effort that Letts was leading: cochairing the American Bar Association (ABA) Commission on Diversity & Inclusion 360, initiated in 2015 by her friend, then ABA President Paulette Brown. As a longtime member of various ABA initiatives, including roles as managing director of the ABA Section of Litigation and a cochair of other committees, Letts’s lifelong advocacy of D&I made her a valuable fit.

From the beginning, Letts focused on making the Commission collaborative, leading her to involve nearly twenty members of the ABA. “Based on this,” she says, “we were able to accomplish much more than

“You’re only as good as the whole, not just the one. My style is that everyone’s opinion should be valued, because they may say something you’ve never even thought about but which should be considered.”

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they had thought we’d be able to do.” This included building a national pipeline diversity directory and a model diversity and inclusion plan as well as clear policies, jury principles, three D&I videos, and a diversity survey, which is now being used nationwide by more than one hundred corporations.

More recently, the ABA’s Commission on Women in the Profession has been producing a study on why women, and particularly women of color, have been leaving the practice of law—an issue that Letts is committed to changing. “Mentorship is extremely important, assignments are important, and the ability to meet clients and go on pitches is extremely important. If you don’t have those opportunities, that discourages lawyers,” Letts explains.

And as someone who has valued and prided herself on mentorship throughout her career, Letts is also passionate about using her voice to create mentorship opportunities for others. “I do think it’s necessary for all lawyers, and particularly women and people of color, to connect people to others who will help them. I think it’s our responsibility,” Letts says. “I hope that I leave not only a good reputation, but one where people can look back and say that I helped them make progress.”

WE BELIEVE IN DOING DEPOSITIONS ONE WAY. THE RIGHT WAY.

“I do think it’s necessary for all lawyers, and particularly women and people of color, to connect people to others who will help them. I think it’s our responsibility.”

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

Dedicated to Discovery

CEO Andrea Wallack on NightOwl Global’s history in corporate data discovery management and the close partnerships that have driven the company to the forefront of the industry

By Zayvelle Williamson

FOUNDED NEARLY THIRTY YEARS AGO, NightOwl Global, a corporate discovery management company, has seen vast changes in the data landscape over time. As such, NightOwl possesses great foresight and adaptability, hallmarks of a strong corporate culture that are essential to long-term growth. Tenured and experienced in this unique space, with a creative and dedicated team of consultants and experts, CEO Andrea Wallack has positioned the company as a leader in managed services for legal operations communities across the globe.

Over the years, NightOwl has fostered deep partnerships with key technology players, becoming the go-to expert in a wide variety of platforms. Wallack explains that this flexibility

CEO

positions the company to help its clients maximize existing capital investments while also looking forward to the next generation of data intelligence technologies. In addition to being an expert in industry-leading platforms, NightOwl’s development team builds proprietary plug-ins to increase performance, scale, and client-driven customizations that can optimize for and solve unique data challenges.

According to Wallack, the company’s significant experience with discovery management technologies has helped NightOwl navigate industry shifts and creates opportunities for growth as the new wave of IOT and intelligent platforms become more widely adopted by the corporate world.

Legal and regulatory landscapes adapt to these new technologies, are responsive during the discovery and governance process, and also assist in adding value and driving deeper insight into what today is our data-driven reality.

“We assist legal teams to be on the offense with their data, rather than the defense. Artificial intelligence isn’t new, but it has changed and is being applied in new ways,” Wallack says. “These technologies are more intuitive and can help legal teams get to the core of a matter faster and more efficiently, offering a more meaningful and dimensional perspective.”

The key to long-term success is choosing the right partner. Partnership offers corporate legal departments a

Andrea Wallack

NightOwl Global

Jonathan Chapman Photography

vastly expanded knowledge repository that introduces cross-industry perspective on best practices. Collaborative and diverse teams are infinitely more successful at problem-solving and benchmarking. The right partner will become a seamless extension of the internal team and will offer a continuity of historical knowledge that can be invaluable.

“Even today, most organizations manage discovery as a reaction to an event—sending data to outside counsel for processing and inadvertently exposing themselves to a burdensome and costly process. They can lose track of where their data is and also lose track of the knowledge retained in those data sets,” Wallack notes.

But to Wallack, success doesn’t just come from delivering the results that clients expect; it comes from delivering results in a manner that is insightful and adds value to a client’s business priorities and objectives.

“E-discovery can be a very highpressure and intense environment,” says Wallack. But key partners help alleviate some of that pressure and share in the burden. “The right partner will help save money and optimize workflow as well as technology selection to ensure the most efficient and defensible process. That is our primary goal: to achieve a deep, seamless, and trust-based integration with our clients.”

The key to achieving that level of efficiency, Wallack emphasizes, starts with the type of team that NightOwl has dedicated itself to building.

“Our teams are multidisciplinary in expertise and dedicated by client,” Wallack explains. “Everyone who joins

the team goes through months of onboarding to make sure that they have all the knowledge and tools they need to properly serve as effective team members and have the proper company ethos.”

This combination of singular focus and diverse expertise on each team—NightOwl teams offer a combination of data scientists, technology and IT specialists, an attorney client services team, and business data analysts—enables them to deliver consistently for their clients, Wallack says.

That kind of close partnership is essential for strong outcomes. But as Wallack points out, it is also critical to build work/life balance.

“If you want to take a Christmas holiday or go to your child’s recital, you need to have confidence that these high-stakes matters are in the hands of competent people,” she says. “You need to know that your team is an extension of you and [will] be on top of essential details any time that you’re away from your desk. And that’s the kind of peace of mind that we strive to provide for our clients.”

“E-discovery can be a very highpressure and intense environment. The right partner will help save money and optimize workflow as well as technology selection to ensure the most efficient and defensible process. That is our primary goal: to achieve a deep, seamless, and trust-based integration with our clients.”

She Never Forgot Her Roots (in IT)

Melissa Fisher on her path to the Depository Trust & Clearing Corporation (DTCC) and how her background in technology as well as her legal experience help her contribute to the company’s growth in a rapidly changing industry

By Sara Deeter

MELISSA FISHER WAS A FEW WEEKS away from officially committing to an MBA program when she received a letter from the dean of Rutgers Law School, asking whether Fisher had ever considered going to law school.

“While it hadn’t been in my plans, I felt I had to consider law school,” Fisher says with a laugh. “I agreed to meet with her, and we ended up having a threehour conversation.”

That conversation set Fisher on a path leading to her current position as executive director and associate general counsel at the Depository Trust & Clearing Corporation (DTCC), where she marries her longstanding passions for IT, the law, and innovation.

Created nearly fifty years ago in response to the paperwork crisis on Wall Street, DTCC is a leading “market infrastructure provider” with a history of bringing stability, resilience, and effi-

ciency to global markets, Fisher says. Often referred to as the backbone of the financial services industry, DTCC provides a number of key services, including global data management, asset servicing, clearing, settlement, and institutional trade matching.

In 2018, DTCC’s subsidiaries processed securities transactions valued at more than US $1.85 quadrillion. Its depository provides custody and asset servicing for securities issues from 170 countries and territories valued at US $52.2 trillion. DTCC’s Global Trade Repository service, through locally registered, licensed, or approved trade repositories, processes more than 14 billion messages annually. “We play a critical function in the US markets and now in the global financial markets as well,” Fisher points out. “I am proud to be a part of a company that has played such a critical role in

the global financial markets and that continues to help advance the industry through innovation.”

Fisher’s interest in working with technology dates to her first job during college. While attending Columbia University, Fisher started working at a technology firm called Align Communication, first as a receptionist and then as a project analyst. Subsequently, she secured a project manager position at Kraft Kennedy, where she was responsible for managing technology integration projects for corporate legal departments and law firms. She finished her undergraduate degree while working at Kraft Kennedy full-time.

Soon, Fisher decided to pursue an advanced degree to accelerate her work in the IT field. That was when the fateful letter from the Rutgers Law School dean changed her trajectory from business to law. She enrolled at Rutgers Law School in 2002 and graduated with high honors in 2005. After law school, Fisher worked as a general corporate associate at Paul, Weiss, Rifkind, Wharton, & Garrison. However, she never forgot her roots in IT and went on to specialize in intellectual property and technology transactions at Sullivan & Cromwell.

“I received great training and experience and an incredible foundation in the law,” Fisher says of her tenure at those firms. “But I also wanted to learn more about what my clients did. So I started to look for an in-house position where I could really immerse myself in a particular business.”

Fisher found the opportunity she was looking for as the director of global licensing and contracts at S&P Capital IQ. But when a one-of-a-kind position opened up in the legal department at

Melissa Fisher Executive Director and Associate General Counsel The Depository Trust & Clearing Corporation (DTCC)

“[T]he job is just one aspect of your identity—to me, it’s about trying to find a balance between all of the different aspects that make up your whole self.”

DTCC five years ago, Fisher couldn’t pass it up.

At the time she was hired, Fisher explains, DTCC was actively looking to expand its noncore offerings. As executive director and associate general counsel, Fisher was brought on to advise DTCC’s growing data business. In addition to supporting all aspects of DTCC data services, she uses her dual background in law and technology to manage the company’s IP portfolio, advise on data rights issues, provide counsel to the office of fintech strategy, and most recently, work on the launch of new offerings from DTCC’s repository and derivatives services business.

And as DTCC continues to expand and evolve along with global financial markets, Fisher says, she thinks her background in technology will become even more valuable.

“My experiences have helped me to better appreciate the complexity of large-scale IT initiatives,” Fisher says. “The financial services industry is changing rapidly, and emerging technologies like artificial intelligence and robotics may very well transform the industry in the years to come.

“Lawyers tend to be somewhat risk averse,” Fisher continues, “but my background puts me in a position to better anticipate, identify, and mitigate those risks.”

But even with the advantage of her background, Fisher notes, it can feel challenging to live up to the high standards lawyers set forth for themselves.

“For lawyers especially, the expectations are always high, and the work can feel all-consuming,” she says. “But the job is just one aspect of your identity— to me, it’s about trying to find a balance between all of the different aspects that make up your whole self.”

Morrison & Foerster is proud to salute our friend Melissa Fisher, Executive Director and Associate

General

Counsel at The Depository Trust & Clearing Corporation, for her thought leadership and professional dedication.

At Morrison & Foerster, our commitment to excellence begins with the understanding that our clients’ needs are unique. We are dedicated to finding creative solutions that ensure our clients achieve their business goals.

mofo.com

© 2019 Morrison & Foerster LLP

Driving Tech Transformation at BlackRock

Justin Chan and his legal team are helping the world’s largest asset manager lead through technology innovation

By A.J. Zak

Justin Chan Managing Director and Head of Legal for Digital Enterprise BlackRock

Courtesy of BlackRock

JUSTIN CHAN HAS LONG HAD A FAScination with the impact of technology on society. He can even recall a specific undertaking that cemented that passion: he was part of a team at investment and technology development firm D.E. Shaw that faced the challenge of financing the construction of US wind farms during the Great Recession—back when realizing such projects seemed daunting because distressed banks were not in a position to finance them.

However, over the course of eighteen months, Chan’s team helped change how renewable energy tax credits could be used to secure financing for numerous renewable energy projects, including the largest wind farm in Utah and an innovative battery solution for a wind farm in Hawaii. This turned out to be a transformative experience for him.

“For me, that was important because it validated that there are times—even as an attorney—when you need to read the field, put on a different hat, and do what it takes to help your business succeed,” Chan says.

Throughout his career, Chan’s work has crossed continents, encompassing the public and private sectors as well as academia. Now, as managing director and head of the digital enterprise legal team at BlackRock, the world’s largest public investment management firm, Chan uses that rich background to lead a team that has tripled in size in the last few years. His wealth of experience is crucial at a time when BlackRock is investing heavily in sustaining its position at the forefront of financial technology.

Born in India to diplomat parents, Chan spent his formative years in Washington, DC, and Singapore. He earned his law degrees at the University of Cambridge and Harvard Law School,

clerked for the chief justice of Singapore, and lectured in technology law at Singapore’s National University before moving to the United States as a resident fellow at Harvard’s Berkman Klein Center. Working and living all over the world has provided him with vital context for his role at BlackRock, which does business in more than eighty countries and has complex cross-border legal and compliance needs.

“I often find myself working on projects spanning multiple teams— they’re all trying to get to the same place, but they might have different working styles and unique concerns,” he says. “There’s a role that lawyers can play in bridging teams, and it helps if you can speak through the perspective of a technologist, engineer, or business leader.”

Chan’s first private sector job was at Debevoise & Plimpton in New York City, where he worked for about three years before moving to the D.E. Shaw group. He later moved on to focus on financing renewable energy projects, including the first offshore wind farm built in the United States. He joined BlackRock in 2010 and has helped triple revenue for its portfolio management technology platform, known as Aladdin, to nearly a billion dollars today. Today, his team is responsible for supporting BlackRock’s broader transformation into a more digital enterprise.

One example of that shift is BlackRock’s push into the wealth segment with Aladdin Wealth, which aims to make BlackRock’s investment technology available to financial advisors who work with individual investors. Another project that recently went live involved BlackRock’s iShares business partnering with the Intercontinental Exchange, also known as ICE, to launch a marketplace utility to enable the next

phase of growth for exchange traded funds (ETFs). Known as the ICE ETF Hub, the utility seeks to bring efficiencies and standardization to the ETF primary trading market for a broad range of market participants.

Chan is no stranger to keeping up with change. His passion for his work comes from witnessing constant technological upheaval throughout his career, and what those advances—from the rise of the internet to the unlocking of the human genome to new renewable energy opportunities—have meant for businesses and people.

“Growing up, the world around me seemed to be constantly impacted by some form of innovation that human beings were undertaking,” he says. “I think that’s really my core interest— the transformational impact of innovation on society.”

On Leadership

Justin Chan’s philosophy as a leader boils down to the golden rule: “Try your best to treat people the way that you’d want to be treated yourself,” he says. But he also closely examines what that means in practice.

“To build a great team, you have to take a personal interest in the success of people you hire. Just like you, every individual has unique aspirations, family and friends, and passions and interests, both inside and outside work. You have to treat them as such,” he says.

That means not just believing in your team members, but also knowing when it’s time for them to “stretch,” as he puts it—whether that means taking on new responsibilities, learning new skills, or another form of growth.

He strives to work alongside people who share his priority of making a real impact on peoples’ lives through technology. With a unified purpose, according to Chan, colleagues are better able to articulate challenges and to have the difficult conversations that are necessary to get results when working in innovation-oriented environments.

For Chan’s first six years at BlackRock, his team had about ten attorneys—a number that has grown to thirty lawyers and paralegals over the last three to four years.

“I would say the reason we’ve been successful in growing the team is because we really emphasize finding the best candidates by actively seeking out diversity of background and experience in hiring,” he says.

Chan’s team isn’t the only thing that has transformed during his time with the company. A major shift in his practice over the last ten years is in keeping pace with an “emerging phenomenon” at BlackRock—an increasingly active discussion over the firm’s evolving mission.

“Historically, we’ve been incredibly successful as an asset manager, but increasingly we find continued success is tied to our growing footprint as a technology company,” he says. “We’ve had to make my function within BlackRock look a

Leadership is a Virtue

Kramer Levin congratulates

Justin Chan Managing Director and Head Legal for Digital Enterprise of BlackRock

on his success and well-deserved recognition by Modern Counsel

lot more like what you would find at a mainstream technology company.”

As that evolution continues, Chan says, BlackRock remains cognizant of both the pros and cons of technological advancement. The company is actively exploring the use of artificial intelligence and machine learning in asset management, but his team members also have active firmwide conversations about the operating risks and ethical concerns associated with AI, Chan says.

“That’s part of what makes BlackRock unique from a technology perspective,” he says. “We understand the value that technology can bring, but we also understand the responsibility that accompanies delivering that technology to our clients.”

Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036

Kramer

Levin: “Justin Chan is a strategic technology visionary helping BlackRock revolutionize asset management and financial services with AI and disruptive analytics.“

–Harry Rubin, Partner and Chair, Technology and IP Transactions

“I often find myself working on projects spanning multiple teams—they’re all trying to get to the same place, but they might have different working styles and unique concerns. There’s a role that lawyers can play in bridging teams, and it helps if you can speak through the perspective of a technologist, engineer, or business leader.”

Solutions That Matter

Ryan Marks outlines the experiences and decisions that have enabled him to find truly impactful solutions as senior corporate counsel at AMN Healthcare

By Sara Deeter

RYAN MARKS KNOWS THAT SOME solutions are better than others. And as senior corporate counsel at AMN Healthcare, an industry leader known for providing superior workforce solutions as well as staffing services, Marks helps develop impactful and effective solutions to the problems that really matter.

A San Diego native, Marks moved to New York to attend the Columbia University School of Law, from which he graduated in 2006. After developing his expertise in litigation as an associate at Akin Gump Strauss Hauer and Feld, Marks and his wife decided to move back to San Diego—but not before traveling the world.

“We just wanted to take a break from everything and go wherever our airline miles took us,” Marks says. “We started in Morocco, then went to France for about a month, Israel for a few weeks, South America for about three months, and then to Florida before we landed back in California.”

But Marks’s world travels weren’t just a chance to relax and do some sightseeing. “Traveling really helped me reorient the way I spend my time and how I look at my career,” he says. Indeed, just a few years after returning to San Diego, Marks decided to make a major career change.

“I became unsatisfied with some of the inefficiencies that come with practicing in a law firm,” Marks recalls of his decision to leave San Diego law firm Jackson Lewis. “I have great law firm partners to this day and value them tremendously, but I started to get the sense that the problems we were solving every day as outside lawyers were not always a perfect match to the problems our clients were really concerned about.”

Ryan Marks Senior Corporate Counsel AMN Healthcare

Reams Photo

But by moving in-house, Marks says, he has been able to pinpoint and help solve the problems that truly concern the business.

“I have responsibility for providing advice in a variety of legal areas, but the core of what I do is overseeing complex litigation matters—high-stakes, potentially high-publicity issues,” he explains. “When I handled those matters as outside counsel, I had a totally different approach because my sole job was to either win the case or come up with some sort of successful resolution.

“It was almost like a sport,” Marks continues. “You either win or lose. But in-house, success and victory are more nuanced than that.”

In an in-house role, Marks explains, success can be determined by “what’s happening with the business, where our priorities are, which constituents are most concerned, and which inefficiencies the case may create.”

And at AMN, the company’s overall priorities always center on clients and their patients, Marks emphasizes. “We work with clients to help them really understand and find solutions to all of their workforce-related challenges, whether we’re providing software or managed services, finding temporary or permanent employees, or assisting with credentialing or analytics,” he says. “Litigation can distract from this central objective, even if we ultimately prevail.”

As Marks points out, AMN Healthcare is a premier healthcare staffing company in the marketplace. And the company wants to stay that way, even as that marketplace changes with the new digital staffing trend.

“In a way, staffing companies like us are brokers, putting buyers and sellers together, and like it has in other industries, technology can streamline this process. There are a number of companies that have developed apps where nurses or other healthcare professionals can log on, search for jobs, and swipe left or right on the jobs they want. It’s like Tinder for nurses,” Marks says with a laugh.

To ensure that the company stays at the forefront of that digital staffing trend, AMN has been forwarding several projects aimed at synergizing its leading position with more advanced technology while simultaneously leveraging its internal talent pool.

AMN’s Number One Priority

According to Ryan Marks, healthcare workforce solutions aren’t the only area where AMN strives to be on the cutting edge.

“Obviously, a lot of companies are focused on diversity and inclusion, which is wonderful,” Marks says. “But I’ve found that we are particularly advanced when it comes to promoting D&I. It is not simply a factor that we consider in hiring outside counsel, a box to check, but a number one priority when deciding who to work with.”

“[T]he problems we were solving every day as outside lawyers were not a perfect match to the problems our clients were really concerned about.”

Congratulations

And Marks has been fortunate to play a part in that effort, helping convene focus groups of healthcare professionals to help the company better understand how technology can make their work easier.

“We found some of our assumptions about the clinicians’ experience were correct but that many others were completely inaccurate,” he says, “which just goes to show the variety of experiences among our healthcare professionals and sheds light on all the different opportunities we have to make their lives better.”

But as Marks has learned, this commitment to understanding every aspect of a person and their work is important for much more than just healthcare staffing solutions. As a leader at AMN, Marks focuses on truly understanding each of his team members and coworkers. That helps him understand what they need from him.

“I’ve learned that if you want to be approachable and a clear communicator, you have to be mindful of people’s lives, of their unique personalities, strengths, and weaknesses,” Marks says. “You have to really engage with people if you want them to be excited about coming to work.”

Constangy, Brooks, Smith & Prophete, LLP: “Ryan’s deep thinking, no-stones-left-unturned, collaborative approach to lawyering makes him a standout leader in this rapidly expanding industry and a true pleasure to work with. Congratulations, Ryan!”

–Sarah Kroll-Rosenbaum, Partner and Deputy Office Head, Los Angeles Office

to our client and friend, Ryan Marks, Senior Corporate Counsel at AMN Healthcare, on the well-deserved recognition by Modern Counsel.

When the Chips

R. Stanton Dodge has helped bring DraftKings to the masses while navigating the legislative and regulatory environment the company helped pioneer

By Will Grant

THE RISE OF FANTASY SPORTS HAS transformed the way in which people interact with professional athletics. In a 2017 Dotmagazine editorial, DraftKings chief international officer Jeffrey Haas writes, “[Fantasy sports fans] are simultaneously checking updates on various games, consuming behindthe-scenes content on athletes they love in order to get a better sense of who they are as individuals, and digesting data, analytics, and statistics to have a greater understanding of what we at DraftKings call ‘the game inside the game.’”

DraftKings has earned the right to speak on the state of the industry they have helped define. The company, founded in 2012 by three former Vistaprint employees, now boasts more than nine hundred employees and ten million users. It was also, at one time, responsible for one of the largest annual advertising spends in America.

More extraordinarily, DraftKings almost singlehandedly helped legitimize betting in fantasy sports—an effort requiring such extensive litigation in multiple states that it could have bankrupted the start-up. It’s hard to find a company with such a short history that has had to endure so much. Not only that, but the company ultimately emerged victorious, having changed the betting landscape in which it operates.

As the chief legal officer since 2017, R. Stanton Dodge oversees DraftKings’

legal, government affairs, and communications teams. He’s tasked with navigating the new legislative and regulatory environment that the company helped pioneer—efforts that have been praised by Michael Deyong and Dan Dufner, partners at international law firm White & Case. “In a fast-changing landscape with complex commercial, social, regulatory, and political considerations, Stanton is a distinguished leader in the company’s legal efforts to bring fans closer to the games they love,” the partners say. “Stanton is a dedicated professional who motivates those with whom he interacts to strive for excellence.”

In May of 2018, the Supreme Court ruled that a 1992 law does not prevent states from legalizing sports betting— thus ushering in a new era in which

DraftKings was able to carve out a deeper betting market for its fantasyminded model.

Scott Miller, partner at Sullivan & Cromwell, speaks highly of Dodge’s ability to not only handle the highprofile case, but also understand the knotty state-by-state intricacies that are implicit with sports, betting, and legislation. “In a fast-changing landscape with complex commercial, social, regulatory, and political considerations, Stanton is a distinguished leader in the company’s legal efforts to bring fans closer to the games they love. Stanton is a dedicated professional who motivates those with whom he interacts to strive for excellence.”

DraftKings says that 80 percent of its users have increased their overall sports content consumption since

engaging with the company and that almost half of its users have started following a new sport.

Plus, if the number of professional organizations that have partnered with DraftKings is any indication, it seems likely that the company’s growth will continue at a momentous pace.

“Some of the biggest names in sports have come to appreciate just how much better daily fantasy sports makes the sports experience—creating a deeper connection for the consumer and more excitement for sports fans to watch, consume, and engage,” explains Haas.

One thing is for sure: if you’re placing bets, DraftKings seems like a surefire lock.

BOIES SCHILLER FLEXNER

The Panda Family

Jaye Young helps the family office of Panda Restaurant Group fulfill its mission to “inspire better lives,” aligning associates on core values and offering opportunities for personal development and continuous learning

By Chip Hooper

IT’S

HARD TO MISS: A TWELVE-FOOT-HIGH STATUE

spelling out the word LOVE in vibrant red letters. The multimillion-dollar Robert Indiana sculpture, privately donated by Panda Restaurant Group owners Andrew and Peggy Cherng in 2018, graces a fountain at the entrance of the Panda Restaurant Group Support Center in Rosemead, California. In many ways, this art installation at the company’s headquarters physically embodies Panda Restaurant Group’s culture, characterized by a family feel and a holistic approach to people development. Love—love as a verb, an active, striving love rooted in trust, respect, and pushing all employees to be the best versions of themselves—is the common language at Panda.

“We’re forty thousand people and yet we all feel like Andrew and Peggy are our parents,” says Jaye Young, vice president and legal counsel of Cherng Family Trust, the family office for Panda Restaurant Group. “That’s honestly probably the biggest thing that keeps people here—for decades, in many cases. You want to do well for your family, right? You want to make sure that everybody in your family is supported. We’re all doing our best. We’re not perfect, but we’re all working in the same direction, which is to ‘make happy happen’ for ourselves, our associates, our families, our communities.”

From Saturday morning learning sessions where associates present from inspiring books that the entire company reads to sponsoring an in-house Toastmasters club, the company prioritizes ongoing learning and personal and professional development opportunities for its employees. “Everybody here is a leader,” Young remarks. Operating on the premise that its people are invaluable assets, Panda offers competitive pay and benefits. In keeping with its mission to “inspire better lives,” the company also encourages employees to attain financial security, buy a house, reframe their personal narratives to help them embrace a positive mind-set, and support each other as both colleagues and human beings.

“We’re very big on the whole person paradigm, which encompasses physical, mental, spiritual, and emotional health,” Young explains. “We seek to inspire people to live up to their full potential and achieve their highest possibilities.”

Now boasting more than two thousand locations spread across the world as well as a workforce comprising approximately forty thousand associates and about five hundred people in its corporate office, the popular Chinese-American restaurant chain has experienced explosive growth since its founding in 1973. And as Panda continues to grow, neither the company nor its people are content to rest on their laurels.

“Never best. Always better,” Young says, quoting one of the company’s mantras. “We are in constant search of excellence in everything we do.”

A lifelong overachiever, Young is no stranger to the pursuit of excellence. She grew up in Jamaica, raised by a “very strict” Jamaican father and a “very sweet and loving” mother who set high expectations but ultimately let her make her own choices, caring for and advising her at every turn in her personal and professional journey. Following her graduation from

“We’re not perfect, but we’re all working in the same direction, which is to do good for ourselves, our families, our communities.”

high school at the age of fifteen, she skipped her freshman year at Rollins College in Florida, completing the three-year honors program at eighteen with a degree in economics. By age twenty-one, she had earned her JD from Stanford Law School.

After finishing law school, Young continued to excel. Over the next thirty-five years, she built a thriving career as a real estate attorney. Initially, she honed her skills and accumulated a wealth of experience in increasingly complex roles at firms including Katten Muchin Rosenman, Sheppard Mullin Richter & Hampton, and Skadden Arps. Then she branched out on her own, spending more than two decades in private practice.

Young first started working with Panda Restaurant Group when she was still in business for herself. She took on a temporary assignment for the company when Panda was experimenting with its first “street store”—a freestanding Panda Express restaurant, rather than a storefront located inside a mall. Over time, she took on more and

more work for the operating arm and the development/investment arm of the company. In 2011, she went in-house for the Cherng Family Trust, a multibillion-dollar family office that serves as the investment firm for founders Andrew and Peggy Cherng.

“Every single experience that I’ve had has been additive and has given me the basis to be well rounded for this particular role—to help with all of the different types of deals that we do,” Young says. She recounts how she gained expertise in leasing and acquisitions at her first law firm in New York City; represented lenders and developers in financing deals at Sheppard; and managed higher-level acquisition, leasing, financing, and real estate development deals at Skadden.

Currently, Young supervises two lawyers and two paralegals in the legal department at the Cherng Family Trust. “We’re definitely hoping to find good people, always, who believe in the mission and the values that Panda embodies every day: to be a world leader in people development and to

become loved by our guests,” Young says. The company carefully screens prospective employees for their alignment with the company’s culture and core values, taking an average of six months to hire someone new.

“I feel like I have the best job in the world,” Young enthuses. “I’m in the perfect place because I work with wonderful people and on exciting deals. The Cherngs are the salt of the earth. They are warm, they are loving, they are loyal, they are incredibly smart, but just so humble and down to earth that it is an absolute honor and pleasure to serve them and their family.”

Akin Gump Strauss Hauer & Feld:

“As outside counsel, we have worked with Jaye on several projects. She is thoughtful, meticulous, and a wonderful steward of her client’s resources and interests, and she makes working together a truly enjoyable experience.”

–Terrence Allen,

Partner

Seyfarth Shaw LLP:

“Jaye and Panda Restaurant Group are valued partners. With Jaye’s significant expertise and insight, she makes even the most challenging deals a success.”

–Robert

Milligan and Jim Clough, Partners

“We’re very big on the whole person paradigm, which encompasses physical, mental, spiritual, and emotional health. We seek to inspire people to live up to their full potential and achieve their highest possibilities.”

No Straight Lines

Donald Brewster navigates a complicated regulatory landscape while meeting customer needs at mortgage lender PennyMac

By Zayvelle Williamson

DONALD BREWSTER KNOWS HOW TO zigzag. In his eleven years at national mortgage lender PennyMac, Brewster has learned to expertly work around the ambiguities and constant changes in the regulatory landscape while balancing the needs of customers and business partners.

Brewster graduated from Stanford University in 1979 with a degree in art history. He later enrolled at the University of Minnesota Law School, and after completing his JD in 1986, he accepted a position as an associate at private legal practices in Riverside and Los Angeles, California.

In the following years, Brewster cultivated his knowledge of the housing

finance industry, developing expertise in consumer finance regulations, compliance, securitization, e-commerce, and banking through leadership roles at Countrywide, GMAC/RFC, Conseco Finance, KB Home Mortgage, Freddie Mac, and Origin Financial. Between 1999 and 2001, Brewster also taught advanced classes on e-commerce and consumer finance as an adjunct professor of law at the University of Minnesota Law School.

Brewster transitioned from Origen Financial, where he served as senior vice president and general counsel for more than four years, to the deputy general counsel role at PennyMac in December 2008. PennyMac is a direct

2008 company founded

1.5 million+ customers

3,500+ employees

14 locations

mortgage lender, dedicated to helping families across the United States find ways to stay in their homes. Because the company services a relatively small portfolio of nonperforming loans, PennyMac executives are able to develop customized programs as well as close-knit relationships with homeowners.

And Brewster is no different: in his capacity as deputy general counsel, he constantly communicates with PennyMac customers in order to facilitate their needs. But sometimes, he notes, meeting customer expectations is easier said than done. As he puts it, businesspeople often want to go from point A to point Z in a straight line.

But regulations are rarely that simple or logical, Brewster says. There are always new housing and lending regulations to look out for, continual shifts in existing regulations, and significant differences between the

regulations of individual states. In other words, says the deputy general counsel, you can’t go in a straight line: you have to zigzag in order to reach your objective. And that is one reason why, Brewster says, his answer to nearly every legal question is simply, “It depends.”

At the same time, Brewster notes, those constant changes are what keep things exciting. During his tenure at PennyMac, the company has doubled in size, the legal department has expanded, the business environment has undergone considerable changes, and the market itself has transformed. And to Brewster, that’s exactly what makes his job so enjoyable.

Locke Lord LLP:

“Congratulations, Don Brewster, on your well-deserved recognition. We have appreciated the opportunity to work with you and our friends at PennyMac over the years and celebrate your longtime leadership in the mortgage industry.”

–Thomas Yoxall, Partner

A PennyMac Snapshot

Defender of the Free Press

As deputy general counsel and director of government affairs at the Washington Post, James McLaughlin is not only a newsroom lawyer but also a government lobbyist

By Julia Thiel

JOURNALISM IS IN JIM MCLAUGHLIN’S blood. His parents met while working as reporters at the Chicago Tribune in the 1960s—covering, among other things, the infamous 1968 Democratic National Convention in Chicago— and previous generations of his family included several other newspaper reporters, editors, and publishers.

Rather than follow directly in their footsteps, McLaughlin pursued a JD, graduating from Yale Law School in 1998. He still ended up in the news business, though: today he’s deputy general counsel and director of government affairs for the Washington Post

A one-year fellowship at the nonprofit Reporters Committee for Freedom of the Press introduced McLaughlin to the field of media law, following several years as a litigation

associate at the DC firm of Covington & Burling. “I’d had an interest in freepress issues since before law school, when I read the Pentagon Papers case for a college class,” McLaughlin recalls. “The Reporters Committee job was a chance to do that kind of work full-time.”

Though the position didn’t yield an immediate job in the media world, it afforded McLaughlin experience and connections that paid off in 2006, when he jumped at a rare opportunity to join the Washington Post ’s small legal team. (The Post currently has four in-house lawyers—a much leaner staff than some of its peers in the industry.)

Within a few months of being hired, he was working on the Post’s strategy for responding to trial subpoenas for

James McLaughlin Deputy General Counsel and Director of Government Affairs The Washington Post

Jason Wong/The Washington Post

three of its reporters, including the legendary Bob Woodward, in the perjury trial of I. Lewis “Scooter” Libby, former chief of staff to then-Vice President Cheney—the biggest story in Washington at the time. “I was sitting there as the junior lawyer in the room, thinking, ‘I can’t believe I’m in this meeting,’” McLaughlin says now.

More than a dozen years later, McLaughlin is the Post ’s most experienced newsroom lawyer, with duties that include prepublication review of content, advice on news gathering, libel and copyright matters, fending off subpoenas, and managing litigation (which is typically handled by outside counsel). His practice also involves “going on offense,” as he calls it, to help the Post ’s newsroom gain access to information for stories—typically through Freedom of Information Act appeals and lawsuits or motions to unseal court documents.

The pace is fast, and no two days are alike. “On a day-to-day basis, in some ways it’s like an ER, because we have over two thousand employees and just a handful of lawyers,” he says. “Part of what we do is almost like triage. What has to get done right now, what can wait a few hours, what can wait a day?”

The second part of McLaughlin’s title—director of government affairs, which he has held since 2015— is a little different from the majority of his job. He describes it as similar to a lobbying practice, in which he works to represent the Post ’s interests in legislation, both at the federal and state levels. He has testified more than twenty times for or against proposed bills and is a regular in meetings affecting the news media on Capitol Hill and in federal agencies.

Plenty has changed at the Washington Post in the thirteen years that McLaughlin has worked there, most notably its sale to Jeffrey Bezos, the billionaire founder of Amazon, in 2013. “At the time, none of us could fathom the Post being owned by anyone other than the Graham family,” he says. “But it’s actually worked out better than anyone could have hoped.” Bezos, he says, has stayed true to his public pledge not to interfere with the Post ’s editorial decisions, and his presence “has helped transform the Post into a much more tech-savvy operation.”

When digital page views are counted, the Pos t’s readership has been at an all-time high over the past few years, McLaughlin notes, and at a time when

many newsrooms are cutting staff, its newsroom staff has grown by more than one hundred people.

In 2016 (an election year), the Post had months in which the website saw more than ond hundred million unique visitors, often competing neck and neck with the New York Times for most page views. The fast pace can be relentless, McLaughlin says: “There just seem to be more blockbuster stories these days than ever before, and everything moves faster because of the twenty-four-hour news cycle. There are very few quiet days. It’s tiring sometimes, but that’s what keeps it fresh and challenging.”

Not all stories that the Post publishes get vetted by the legal team before publication; there is just too much content for that, and many of them don’t pose substantial legal risks. “We don’t have a lawyer sit in on the daily story conference, the way some news organizations do,” McLaughlin says. “Just about every major investigation is lawyered, but other than that, we rely on editors to flag to flag things that they think should be reviewed by legal.”

And not all of the Post ’s courtroom appearances are on the defense side of things: in 2019, the newspaper won a prolonged legal battle in the Sixth Circuit Court of Appeals to get access to the ARCOS database, which the DEA created to track the manufacture and distribution of prescription drugs. The data shed new light on the opioid crisis— and when they finally got access to the information, McLaughlin says, there was so much that the newsroom’s IT staff purchased a separate server to handle just that data. More recently, in December, the Post published a massive project about the war in Afghanistan, based on records it obtained through two federal Freedom of Information Act lawsuits.

“I think of those cases as playing offense, as opposed to playing defense on things like subpoenas or libel suits,” McLaughlin says. Threats of libel suits from unhappy story subjects are a regular part of the job, McLaughlin says, and though most of them do not result in litigation, they are all carefully reviewed. “Sometimes we find that we made an error, and when we do, we correct it—not for legal liability reasons, but because it’s the right thing journalistically,” he says. “Other times, we find that what we published was accurate, and we explain that conclusion to the subject or their counsel.”

So far, the Post has never lost a libel case, which McLaughlin says is a point of pride among their lawyers—both in-house and at their longtime libel defense counsel, Williams & Connolly—and senior editors. (In one case in the 1980s involving the president of Mobil Oil Corporation, the Post lost at trial but eventually prevailed before the en banc DC Circuit.) “We’ve been very well represented legally over the years, but that record is mostly a testament to the newsroom,” he says. “We’re in the position, in most cases, of defending really solid, high-quality reporting.”

“On a day-to-day basis, in some ways it’s like an ER, because we have over two thousand employees and just a handful of lawyers. Part of what we do is almost like triage. What has to get done right now, what can wait a few hours, what can wait a day?”

Sometimes, McLaughlin defends the reporters themselves. He was part of a small working group— two lawyers and two journalists—that worked daily for the release of Jason Rezaian, a Washington Post reporter who was arrested in Tehran in 2014 and charged, months later, with espionage. “I was proud of the way our organization responded to that crisis,” he says. “There was a continuous effort for eighteen months, with no expense spared and no stone unturned.” According to McLaughlin, that involved extensive efforts to apply leverage through numerous channels, including diplomacy, pressure on multiple governments, business levers, and even appeals to religious and humanitarian leaders. In January 2016, Rezaian was released and returned safely to the US with his wife.

McLaughlin calls the Rezaian case one of the most rewarding matters he’s ever worked on—and overall, he seems very satisfied with his job. “One of the appealing things about working here is that the lawyers are expected to be counselors in the broader sense of the word—not just counseling on legal matters, but giving advice on whatever the most sensitive issues of the day happen to be, including things as important as the safety and freedom of our employees. That broad role makes it a challenging but rewarding place to be.”

Ballard Spahr congratulates Jim McLaughlin, whom we are privileged to call our client, colleague and friend.

congratulates whom we are

Davis Wright Tremaine:

“I am lucky to work with Jim both as outside counsel to the Washington Post and cochair of the Bench, Bar, Media Dialogues. In both, Jim is thoughtful, super-smart, judicious, and dedicated.”

–Laura Handman, Partner

Saving Your Retirement Savings Plan

Vestwell’s General Counsel Allison Brecher is rolling up her sleeves to help her innovative fintech company tackle the $1 trillion retirement plan market

By Sara Deeter

ALLISON BRECHER IS ALL ABOUT making an impact, both inside and outside her office walls. And at Vestwell, an award-winning fintech start-up that has attracted funding from industry leaders like Goldman Sachs, Brecher has wholeheartedly dedicated herself to addressing one of the most serious problems facing Americans today: saving for retirement.

As she notes, there is currently a significant retirement gap in the United States. A substantial share of Americans across the generations are not financially equipped for retirement. In fact, Brecher says, some government reports have revealed that many Americans have no retirement savings whatsoever.

“We are changing that,” she says firmly. “We believe there are too many barriers to entry and pain points to offer a workplace retirement plan, especially for small companies, so that’s what we’ve set out to tackle.”

Recently honored as one of Crain’s 100 Best Places to Work for 2019, Vestwell “makes it easier for small and medium-sized businesses to offer retirement plans, and, by extension, easier for people to save for retirement,” Brecher explains.

In 2017, Brecher left her position as senior assistant general counsel at Marsh and McLennan Companies, giving up a large, private office and all the creature comforts that come with working in a large, in-house legal department, to join the team at Vestwell.

“Being general counsel at a start-up is a world away from the traditional corporate legal department in almost every way,” Brecher says of the transition. “I am in a much smaller environment where I have a line of sight into every department—literally because we all work in a collaborative, open space. I

come to work every day knowing that I am going to make a difference for our growing business and our clients.”

She continues, “Lawyers sometimes do their work without being sensitive to its impact on business operations. I think we’ve set a great example here to show how in-house counsel can partner with the business to scale for growth while complying with legal and regulatory requirements.”

Brecher says she owes many of her accomplishments—from her first position as a Fox News field reporter and producer to her current role as Vestwell’s general counsel and chief privacy officer—to mentors like Lucy Fato (now general counsel at AIG), supportive family and friends, and her determination to get hands-on experience.

She got that experience by getting out of her comfort zone, which can be especially difficult for women. “I didn’t want to sit in a law library doing research all day, hoping that my work would make its way into a footnote,” Brecher recalls of her early legal career. “I took a chance and moved to Arizona, knowing no one and without any connections, because I knew the legal environment there was more conducive to giving me that kind of practical litigation experience.”

“Every new attorney should try a case,” Brecher adds. “When you see how a judge or jury deliberates, it really changes the way you approach any matter, manage risk, and even how you write a contract.”

After three years working as an associate at a large Phoenix-based litigation firm, Brecher had the practical foundation she needed to move to Manhattan-based firm D’Amato and Lynch and, in December 2002, to the in-house legal department at Marsh

“I come to work every day knowing that I am going to make a difference for our growing business and our clients.”

Allison Brecher General Counsel and Chief Privacy Officer Vestwell

Courtesy of Vestwell

and McLennan. Fifteen years later, she came to Vestwell amply prepared to tackle the general counsel role. “I’m lucky to have had great opportunities to learn from the best mentors,” she remarks.

Brecher is one of just a small handful of women general counsel working in financial technology services, and she is Vestwell’s only in-house attorney. But to Brecher, who was named a top general counsel by the 2019 OnCon Icon Awards, taking the company’s legal load on her shoulders alone has been more of an opportunity than a challenge.

“When I took the role of general counsel, it was a great way to shape the culture of our growing company. I enjoy teaching the team about the rules and regulations of the industry and empowering everyone to be a risk manager and to speak out about concerns,” Brecher says. “As a working mother, I also felt a responsibility to be a role model for others at and outside of Vestwell.”

Since starting at Vestwell, Brecher has instituted regular lunch-and-learn sessions to teach employees about legal issues, helped create employee resource groups, and “elevated the baseline level of legal knowledge at the company.” She has built the legal and compliance function from the ground up, working “around the clock, literally 24/7/365” to write and implement the company’s compliance policies, employee handbook, contracts, and administration processes. And she has set a truly collaborative and appreciative tone for everyone else at the company.

“I try to set aside the last fifteen minutes on my calendar to thank anyone who helped me that day,” Brecher says. “Colleagues appreciate being appreciated and will do their best work when they feel valued—it’s that simple.”

“We believe there are too many barriers to entry and pain points to offer a workplace retirement plan, especially for small companies, so that’s what we’ve set out to tackle.”

Equipping Communities for Growth

The Kubota Tractor Corporation is committed to more than producing top-of-the-line tractors and agricultural equipment. Through key partnerships and global initiatives, the company has found ways to help communities all across the country flourish.

By Zayvelle Williamson

THE KUBOTA TRACTOR CORPORATION (KTC) IS

committed to helping communities grow and thrive. An American subsidiary of the Kubota Corporation, a Japanese tractor and machinery corporation, the KTC is known for its expertly engineered mowers, tractors, utility vehicles, construction equipment, and farming implements. But what even its most dedicated customers may not realize is how determined the company is to support the people living all across the country, whether that’s through job creation, strategic partnerships, sustainability initiatives, or the diversification of its top-level product line.

“For Earth, For Life”

For both the KTC and the broader Kubota Corporation, “For Earth, For Life” is more than a brand statement. It is a requirement for the way that this company does business.

The Kubota Tractor Corporation is dedicated to ensuring that all of its high-quality farming and agricultural products are made using engineering techniques that protect the environment, that emissions and manufacturing waste are kept to the lowest levels possible, and that everyone in the world is able to access clean water using safe supplies such as submerged membranes and ductile iron pipes.

Supporting Those Who Serve

According to the latest Agriculture Census, more than 10 percent of US farmers have served in the military at some point. For years now, the Kubota Tractor Corporation has partnered with the Farmer Veteran Coalition (FVC) to support those farmers with a variety of equipment rebates and discounts. Moreover, in November 2018, the company donated five of its widely popular L Series compact tractors to veterans across the country as a part of its Geared to Give initiative.

As the KTC has noted, those veterans are serving their country twice over—first through active service and now by helping grow the food and agricultural products critical to improving and sustaining their communities.

Driving Economic Growth

As one of the largest tractor producers in the United States, the Kubota Tractor Corporation has a significant impact on the American workforce. In fact, in

A red Kubota tractor mows the grass in the Bulgarian countryside. Kubota’s tractors entered the US marketplace in 1969.

2017, the company decided to move its headquarters from California to New Grapevine, Texas, because of the associated economic potential: experts predicted that the new Texas facility would lead to $50 million in capital investments as well as create more than three hundred jobs.

Indeed, as Texas Governor Greg Abbot commented in his official statement on the new headquarters, “Kubota is the model business partner. The new headquarters not only stands as a symbol for their hard work up to this moment but also for the solid foundation for which they’re able to continue building for a prosperous future here in Texas.

“We are proud that job-creating industry leaders like Kubota are calling Texas home,” the governor continued, “and thank them for their confidence in the Lone Star State.”

Of course, none of these initiatives wou ld be so successful without

the leadership and guidance of individuals such as Haruyuki Yoshida, president and CEO of the KTC, and Paul Jones, the KTC deputy general counsel as well as the general counsel for both the Kubota Credit Corporation (KCC) and Kubota Insurance.

As Yoshida remarked in a 2018 interview with Business Wire , “We are committed to diversifying our product lines and expanding our infrastructure to better meet the needs of our customers and dealers, and I am confident we will continue to further strengthen the Kubota brand in the US marketplace and throughout North America in the process.”

1890 Kubota Corporation is established in Osaka, Japan

1969 The first Kubota tractor is introduced in the United States

1972 Kubota Tractor Corporation (KTC) forms

2020 KTC offers a wide range of successful products in more than a thousand dealerships and facilities across the US

People & Companies

Scott Adler P64 Deputy General Counsel American Express Global Business Travel

Kris Agarwal P68 General Counsel

Platinum Equity

Karen Guch Partner Baker McKenzie +44.20.7919.1757

karen.guch@bakermckenzie.com

Karen is a partner in the firm’s London office and is focused on buyouts, investments, and disposals for global private equity clients.

Thomas Wuchenich Partner Simpson Thacher & Bartlett LLP 310.407.7505

twuchenich@stblaw.com

Thomas Wuchenich is a fund formation attorney, representing sponsors in the formation and operations of their private investment funds across multiple asset classes and products.

Stacey Ardini P123 Assistant General Counsel Clarks Americas

Leigh Avsec P24 VP and Associate General Counsel Fortune Brands Home & Security

Emily Barbara P121 Assistant General Counsel and Assistant Corporate Secretary Vail Resorts

Elena Banfi P76 VP, Group Corporate Counsel & Group Compliance Hallmark Financial

Allison Brecher P181 General Counsel and Chief Privacy Officer Vestwell

Donald Brewster P174 Deputy General Counsel PennyMac

Justin Chan P158 Managing Director and Head of Legal for Digital Enterprise BlackRock

David Cho P80 Assistant Vice President and Senior Legal Counsel—Trademarks & Copyrights AT&T

Eun Ah Choi P83 Associate General Counsel—Mergers & Acquisitions Willis Towers Watson

Johane Domersant P86 Senior Director and Assistant General Counsel of Global & Labor Employment Ryder Systems

Jamie East P90 Chief Counsel of Patents, IP Council & Operations Mondelēz International

Melissa Fisher P155 Executive Director and Associate General Counsel The Depository Trust & Clearing Corporation (DTCC)

Michael Guo P54 Deputy General Counsel TPG Capital

Oliver Smith Partner Davis Polk & Wardwell LLP 212.450.4636

oliver.smith@davispolk.com

Oliver Smith is a partner in Davis Polk’s Corporate Department, concentrating in mergers and acquisitions, private equity transactions, joint ventures, activism defense, and related matters.

Lande Spottswood Partner Vinson & Elkins LLP 713.758.2326

lspottswood@velaw.com

Lande is a partner in V&E’s Mergers & Acquisitions and Capital Markets practice group. She focuses her practice on large and complex strategic transactions, often in the energy and industrial sectors. Lande’s clients include public and private companies as well as private equity firms.

Jennifer Hamilton P10 Senior Counsel and Head of Global Evidence Team Deere & Company

Jaime Heins P27 Senior Counsel, Operations & Commercial Litigation

Keurig Dr Pepper

Kristen Hughes P132

General Counsel

Elevate Textiles

Trey Humphrey P42 Director, EVP, and Group

General Counsel Lockton

Renny Hwang P136

Legal Director and Head of Patent Litigation

Google

Christina Ibrahim P142

EVP, General Counsel, Chief Compliance Officer, and Corporate Secretary Weatherford

Paul Jones P185 Deputy General Counsel Kubota Tractor Corporation

Ben Kaplan P35

General Counsel, Chief Administration Officer, and Secretary Velcro Companies

Tenley Krueger P19

Senior Counsel and IP Team Lead, Drilling & Evaluation Halliburton

Eileen Letts P147 Partner Zuber Lawler & Del Duca

Kelly Lodde P94

SVP and Assistant General Counsel

Hilton Grand Vacations

Amanda Chapman Esq. Partner

Greenspoon Marder LLP

407.563.9643

amanda.chapman@gmlaw.com

Amanda Chapman’s practice has focused primarily on commercial litigation matters, including contract disputes and noncompete issues, and regularly advises private and publicly traded developers and management companies in the resort vacation ownership and timeshare industry.

Robert Jackson Esq. Partner Greenspoon Marder LLP

407.425.6559

robert.jackson@gmlaw.com

Rob Jackson specializes in representing globally recognized, publicly traded and privately held developers and management companies in the areas of resort, vacation ownership and timeshare development, acquisition, and financing with an emphasis on regulatory compliance.

Moshe Malina P22

Associate General Counsel Citi

Emily Maki Rusk P38

Senior Counsel Whirlpool Corporation

Ryan Marks P163

Senior Corporate Counsel

AMN Healthcare

James McLaughlin P176

Deputy General Counsel and Director of Government Affairs

The Washington Post

Delli Mireskandari P100

VP and Deputy General Counsel Gap

Casey Nault P127

SVP, General Counsel, and Secretary Coeur Mining

Dawn Pinnisi P139

Member Varcadipane & Pinnisi

Frank Poli P103

EVP and General Counsel Cohen & Steers

Tracy Preston P46

SVP and General Counsel

Neiman Marcus

Philippa Bond Partner

Kirkland & Ellis LLP

310.552.4222

pippa.bond@kirkland.com

Pippa Bond is a capital markets partner in the Los Angeles office of Kirkland & Ellis LLP. She has extensive experience in corporate finance and securities, including leveraged buyouts, acquisitions, and restructurings.

Alaina Ramsay P112

General Counsel and Board Secretary

ADNOC Drilling Company, an affiliate of Abu Dhabi National Oil Company

Peter Seka P106

General Counsel of Corporate Development

Mars

Eric Swedenburg

Partner

Simpson Thacher & Bartlett LLP

212.455.2225

eswedenburg@stblaw.com

A prominent M&A practitioner, Eric Swedenburg represents companies in a wide range of mergers, acquisitions, and divestitures, spin-offs, joint ventures, and other significant corporate transactions.

R. Stanton Dodge P167

Chief Legal Officer

DraftKings

Amy Tu P118

EVP and General Counsel Tyson Foods

James Turoff P30

VP and Deputy General Counsel The Hershey Company

Andrea Wallack P152

CEO

NightOwl Global

Kate Winders P16

General Counsel—Litigation, Labor & Employment and Chief Compliance Officer for the Americas Technicolor

Jaye Young P171

VP of Legal Counsel, Cherng Family Trust

Panda Restaurant Group

We are pleased to support the in-house leaders featured by Modern Counsel with whom we are honored to work.

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