Modern Counsel #28

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Chai

In doing so, we address your legal needs with a uniquely tailored approach.

Millennials Rising

Our feature section highlights nine outstanding in-house attorneys born between 1981 and 1996. They share their unique perspectives on entering the workplace—and building their careers—in the midst of major societal, economic, and cultural changes.

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Implement

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How Marcus Delgado has helped standardize and improve Cox Enterprises’ litigation practices

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Versatile entertainment lawyer Pam Reynolds describes herself as “the Swiss Army knife” of legal at MGM Studios

Feature

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Adam Rahal taps into his international experience, German language skills, and legal acumen to serve Landesbank BadenWürttemberg (LBBW)

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Spire’s Goldie Bockstruck learned the value of remaining open to unexpected avenues early on. This receptivity to diverse opportunities has set her up for success throughout her career.

Lead

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Sabina Clorfeine describes her unpredictable, cross-functional role at Southern California Gas Company as “a perfect storm”

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Ferrero North America’s Beth Kotran has prioritized diversity and opportunities to broaden her knowledge throughout her career

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Courtesy of Cox Enterprises (Delgado), Peter Garritano (Rahal), John O’Boyle (Kotran)

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Pivot

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Divya Mehta of KONE has forged a path to senior leadership based on curiosity, empathy, and being comfortable in her own skin

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Amy Ooi channels her passion for piano and deep expertise in music theory into her legal strategy at Caliber Home Loans

Higher Education

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Stanford University’s Debra Zumwalt believes that education is a powerful instrument of social and cultural change

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The University of Missouri System’s Stephen Owens takes pride in his talented, high-performing team and the meaningful work they accomplish together

Evaluate

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Veronica Jordan unites legal minds and looks to the future as reputable publishing company Simon & Schuster gives voice to new and well-known authors alike

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Laura Stevens has developed simplified, scalable solutions to support emerging digital initiatives at Cengage

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Curious, how a generation gets

its name. The current prevailing definition of “millennials” is the generation born between 1981 and 1996. But that definition has shifted over time, and other terms have risen and fallen in popularity—though none has captured the popular imagination as the millennials label has.

I am an older millennial. Old enough to remember when members of my generation were called Generation Y, though other names for us so-called “cuspers” (a microgeneration born in the 1980s) have included the Oregon Trail generation and Xennials. When I was growing up, my baby boomer parents referred to me and my younger sister as “baby boomlets.” In 2006, when I was in college, psychologist Jean Twenge described millennials as “Generation Me.” In 2010, when I was living at home and working a part-time, minimum-wage job, terms like “echo boomers” and “the boomerang generation” were gaining traction. Between 2011, when I started a job as a copyeditor for a Chicago start-up, and 2016, when I finished my master’s degree in English, “millennials” kept ascending. Five years later, it seems to have edged out the rest.

People often think of language as static, absolute. As an editor by trade, trained to ensure consistency in diction, tone, grammar, and style, it’s tempting to draw a hard, prescriptive bright line between right and wrong. There is comfort in knowing the rules, in following them, in enforcing them. But words and definitions are fluid. A linguist friend once told me that everyone is attached to the version of their language that existed around the time of their birth.

Then, too, the members of a birth cohort hardly move in lockstep. Even when speaking with my husband, a fellow older millennial, about the larger forces that most influenced our personal and professional development, it’s clear to me that it’s impossible to make broad generalizations or draw definitive conclusions about any group of people. True, we agree on some social inflection points, such as 9/11 and the growing ubiquity of the internet and smartphones. We also share a fondness for certain cultural markers. But the Great Recession, which I experienced as a profound shock, barely affected him.

Every group has individual members with aspirations and identities as distinctive as their fingerprints (both analog and digital). No generational portrait can be complete or representative. What is possible is to tell individual stories that add richness, complexity, and nuance to the overall picture.

This issue’s feature section, Millennials Rising, showcases the stories of cover star Hassan Bouadar of FedEx, guest editor Adraea Brown of Harley-Davidson, and seven more in-house counsel who have forged diverse career paths as young leaders in law. The Modern Counsel team is excited to share what these remarkable millennial lawyers have already done—and look forward to seeing how they continue to shape their industries in the future.

Hana Yoo Managing Editor

Celebrating legal leaders’ latest efforts and achievements, including transactions, expansions, negotiations, and inclusion initiatives

Tuned In

Dom Atteritano works to keep leading entertainment company AMC Networks on top

By Zach Baliva

IN 2005, DOM ATTERITANO LEFT A CORPORATE AND securities attorney position at a Manhattan-based law firm to work as legal affairs counsel for a small, privately held basic cable company best known for airing ad-supported classic movies. As the company’s basic cable channels expanded their original programming, Atteritano’s role expanded as well. In 2007, the company aired a period drama series about a Madison Avenue advertising agency.

That show, Mad Men , went on to win sixteen Emmys, including four consecutive awards for Best Drama Series, during its seven-year run. AMC Networks was on the map. Suddenly, Atteritano was supporting a growing team of scripted and unscripted content producers racing to find television’s next hit.

Atteritano started his career as a corporate paralegal at Squadron, Ellenoff, Plesent & Sheinfeld. He spent his days forming corporations, updating documents, and drafting resolutions—until a veteran lawyer noticed his potential. “The managing partner took the time to sit with me, explain his role, elaborate on the inner workings of a transaction, and demonstrate the impact a good attorney can have,” Atteritano says.

The mentoring relationship directed the initial course of his career. Armed with newfound confidence and a better understanding of his potential, Atteritano enrolled in law school.

Those foundational experiences prepared Atteritano to support AMC Networks as it grew exponentially. While the company is best known for hits like Breaking Bad and The Walking Dead on the AMC brand, it also owns or operates several other brands including BBC America, IFC, Sundance, and WE tv with hits like Killing Eve, Portlandia, Rectify, and Marriage Boot Camp

As senior vice president of legal and business affairs, Atteritano provides counsel to AMC Networks’ senior executives on all day-to-day operational and strategic legal and business affairs matters. He also negotiates talent and production contracts and manages and mentors his direct reports. As AMC Networks has grown and Atteritano’s career has advanced, he’s taken on additional duties. “Growth periods give people working in in-house legal departments the chance to challenge themselves and develop additional skills, and that is an important thing for any lawyer,” he says.

Atteritano leveraged his experience in corporate and transactional law to step in as the lead lawyer for BBC America and manage both a joint venture and day-to-day operations. He also coordinates and manages all corporate and production real estate matters. If AMC Networks is leasing corporate offices in New York or Los Angeles, setting up a writers’ room, or creating an apocalyptic zombie haunt in Georgia, he’s involved.

While outside lawyers working for each show’s production company often handle routine issues related to taking an idea from concept to screen, larger issues rise to Atteritano. “We work to communicate the network’s sensibilities to production company counsel so they can make the right decisions and create great content,” he says.

Still, lawyers at entertainment companies can encounter unusual issues. With titles like Bridezillas and Love After Lockup, Atteritano is never sure what each day will bring. “Networks that air reality shows are dealing with people’s lives, and we have to

“Growth periods give people working in in-house legal departments the chance to challenge themselves and develop additional skills, and that is an important thing for any lawyer.”

determine what is safe, reasonable, and appropriate to air, follow, and disclose while still telling a compelling story,” he explains. On any given day, he may be finalizing an actor’s contract, leasing studio space, or reminding a reality star that their latest social media post breaches confidentiality agreements.

One important theme guides Atteritano in all these matters. “Relationships are key,” he says. After more than twenty years as an attorney and fifteen years in the industry, Atteritano knows he’s likely to encounter the same core of legal leaders and decision-makers repeatedly throughout the remainder of his career.

Having risen to the top of entertainment law, Atteritano still remembers the influential mentor who helped launch his career. Today, the two men are friends. “My mentor opened my eyes to what was possible and also inspired me to help others in the same way,” he says.

Atteritano serves on the board of directors of the Garden City Centennial Soccer Club, a youth program designed to encourage positive, sports-based personal development. Professionally, he networks and assists younger attorneys looking to break into entertainment law through his role on the New York Nonscripted Attorneys Association board of directors.

Like other industries, film and TV felt the effects of the global COVID-19 pandemic. As most productions ground to a halt, AMC legal provided solutions for producers and audiences alike. AMC Networks rolled out the “We’re with You” campaign, which provided free access to a myriad of AMC Networks programming, including several BBC America documentaries and WE tv programming.

Atteritano worked behind the scenes to help these endeavors move forward. Now, he’s assisting with a safe return to physical production. “The need for entertainment seems greater than ever before,” he says. “And we’re committed to helping AMC Networks and its brands produce good content that people want to watch.”

We congratulate our client and friend, Dom

Senior Vice President of Legal and Business Affairs, AMC Networks, for recognition of his accomplishments in Modern Counsel.

Haynes and Boone, LLP: “Dom is the type of in-house counsel with whom Haynes and Boone attorneys always enjoy working. He is business savvy and takes a thoughtful and collaborative approach to addressing both business and legal issues, enabling AMC to achieve its specific needs and goals in any given transaction.”

–Sharon Baldasare, Real Estate Partner

Keeping a Rebrand on the Rails

Yevgeny Fundler went from political refugee to legal eagle at American Industrial Transport (AITX), where he’s overseen a rebranding for the venerable company

By Clint Worthington

IN JULY 2020, RAILCAR LEASING AND REPAIR company American Railcar Industries (ARI) announced an ambitious rebranding initiative, changing its businesses’ names to AITX and American Industrial Transport. The move came amid the company’s refocusing itself as a premier provider of leasing and repair services in the wake of its acquisition by ITE Management in 2018 and the sale of its manufacturing business to Greenbrier in 2019.

For Yevgeny Fundler, senior vice president, general counsel, and secretary of AITX, the rebranding was a tremendous challenge. It forced him to call on his decades of experience as in-house counsel for multiple Carl Icahn-affiliated companies, including—since 2000—ARI (now AITX).

A political refugee who fled the Soviet Union in 1988 to escape persecution, Fundler came to the US with little more than $99 and a suitcase. After scraping by as a box boy at Trader Joe’s and taking

on various smaller jobs, he built his own law firm from the ground up. His firm represented entrepreneurs in Silicon Valley at the height of the ’90s dot-com bubble. Now, Fundler’s the legal voice of a company whose history can be traced back more than one hundred years—and one of the architects of an exciting new rebranding.

“Rebranding is easier to understand from a business perspective,” Fundler admits. “But from a legal perspective, there are a lot of pitfalls and things you have to take care of.” Together with the company’s marketing lead, Matt Liszt, and a host of other stakeholders, Fundler was involved with the rebranding from the beginning (rare for legal counsel), contributing on both the legal and logistic fronts.

The first obstacles Fundler had to overcome were the intellectual property issues related to the rebranding, including securing the trademark for AITX. He began by engaging trademark legal counsel to do

extensive research on potential brands. This was no easy feat, considering he didn’t have much marketing experience. “With Matt [Liszt] not being in St. Louis, he kind of relied on me,” says Fundler, who leads intellectual property (IP) strategy and execution.

Picking the right name involved extensive internal discussions with all the key players, followed by presentations on several brands that Fundler brought to the board of directors for approval. “Both the board and the management wanted to avoid having a brand imposed on the company, without the employees having any stake or the ability to say, ‘We don’t like it,’” he explains.

Of those options, the board picked American Industrial Transport (AITX), which Fundler says was a nod to the company’s uniquely American heritage of more than a century. “It’s one of the most respected [railcar companies] in the country, with a lot of experience,” he notes. “Let’s not change the brand too much.”

According to Liszt, what makes Fundler’s role in this initiative unique is that while he initially came in from a legal perspective to highlight issues with trademark and transactions, he ultimately took an active part in driving decisions forward. “Sometimes, to marketing

people, general counsel can feel like obstacles,” he explains. “But Yevgeny’s just the opposite.”

Fundler proactively educated the team from the onset, allowing Liszt to work strategically from the marketing end with full knowledge of the legal challenges they would have to work through. “He was a champion to everybody that helped drive the initiative through,” Liszt enthuses.

The rebranding process started in fall 2019, after ITE Management sold ARI’s manufacturing business to Greenbrier. But it wasn’t until spring 2020 that the company fully implemented the rebranding—just in time for the COVID-19 pandemic to complicate their plans in ways few could anticipate. “There was no ability to get together with a team. We couldn’t get into a conference room and explain to team members what was going on,” Fundler notes.

Thus, like so many other companies during the pandemic, they had to move online, finding ways to communicate these processes without in-person interactions with suppliers or customers. Rather than shrink away from the challenge, Fundler and Liszt took advantage of the opportunity to show leadership how to make themselves as visible to their customers as possible with focused, specific marketing strategies.

Fundler considers himself a businessperson first and a lawyer second. Rather than bog his colleagues down with legal restrictions, he likes to teach them ways to mitigate risk and educate them about the legal pitfalls they might run into. “You have to be a problem-solver,” he says.

Throughout his law career, from law firm founder to in-house counsel for large businesses like AITX, Fundler has built an appreciation for the best ways to grow a company—without taking on too much legal risk. ARI’s rebranding into AITX is a good example of the real-life applications of that philosophy.

Yevgeny Fundler

SVP, General Counsel, and Secretary American Industrial Transport (AITX)

The Bigger Picture

WHEN TIM BRENNAN STARTED AS SENIOR COUNSEL at professional services firm Aon in 2016, it was his first time in-house. But he had already amassed substantial experience, from working for the Legal Assistance Foundation in Chicago to clerking for a federal judge in Puerto Rico to serving as a senior associate at law firm DLA Piper.

By Clint Worthington

In reflecting on his career, it’s his work at Aon— where he balances helping out with big-picture matters like major mergers and private health insurance exchanges with fulfilling pro bono work—that feels like the greatest fit for him.

“What drew me to in-house work was the ability to be involved in strategic decision-making, to understand the full picture of a business,” Brennan explains of his move to Aon from DLA Piper four years ago. Now an assistant general counsel, he gets the chance to see his client’s business from every potential angle, relying on good business sense and sheer practicality.

At Aon, Brennan spends much of his time serving as the global lead attorney for Aon’s M&A and Transaction Solutions business, which advises clients on M&A transaction risk and places insurance coverage to manage it. There, and in his other work, Brennan

Tim Brennan takes an impassioned approach to solving ambitious legal challenges and shouldering pro bono work at Aon

strives to foster collaboration across disparate groups. Aon’s an $11 billion firm with 50,000 employees across roughly 120 countries, which might lead to a lot of segmentation at some firms.

“It’s incumbent upon me, as an advisor for our business and our colleagues, to prioritize cohesion and present a unified offering to the marketplace,” Brennan asserts. It helps that Aon emphasizes an “Aon United” culture.

Innovation is also foremost in Brennan’s mind. For instance, the M&A and Transaction Solutions business works to broker insurance protections in M&A transactions that individual parties would otherwise need to provide themselves. “It’s a business that barely existed ten years ago and has become enormously successful,” Brennan says, evidencing the value of Aon’s innovation.

Another sizable accomplishment: a private health insurance exchange for employees and retirees of large companies. It’s a feat that requires negotiating a complex ecosystem of clients, vendors, and carriers of various sizes and territories, each with their own commercial contracts and privacy laws. “Everything we do with one of those parties can impact another party,” Brennan explains.

That makes the job interesting, though, and Brennan relishes the challenge of interweaving these myriad concerns. “First, we were navigating GDPR [the General Data Protection Regulation] out of the EU. Now, we’ve got CCPA [the California Consumer Privacy Act] out of California and a host of other laws on the horizon,” Brennan says of navigating privacy measures for the exchange.

“The data of private individuals is as important in the healthcare space as it is anywhere else, and we take that extremely seriously,” he notes. A team of expert privacy attorneys helps Aon’s exchange business emphasize compliance with local, federal, and global healthcare regulations—and gives Brennan and his team guidance to better serve clients and interact with carriers.

One big project on Brennan’s plate of late has been Aon’s merger with Willis Towers Watson, a stock deal valuing Willis at around $30 billion that’s expected to close in the first half of 2021. The deal has an $80 billion implied combined equity value.

Tim Brennan

Assistant General Counsel Aon

Brennan helped secure the approval of the Committee on Foreign Investment in the United States, a federal interagency panel that includes the US Department of Treasury, Department of Justice, State Department, and others. He and his team worked with dozens of colleagues across Aon to present their case for why the international merger was good for the United States.

“The transaction isn’t over until it’s closed,” Brennan warns. Before then, everyone is working to ensure the legal department is ready for integration, which includes consolidating and streamlining the department’s contract templates.

It’s this kind of problem-solving that appeals most to Brennan about his in-house legal work. “A transaction or deal is a little bit like a puzzle,” he observes. He loves working to solve these problems in a way that appropriately manages risk and lands on fair, reasonable terms for both parties.

The forward-looking nature of legal work also allows him to advise business colleagues and help them understand the risks of certain transactions. It’s a task he enjoys. “At the end of the day, clients are what drive our business,” Brennan says. “It’s great to get the opportunity to have so much interaction with them.”

Even with everything on his plate at Aon, Brennan gets to flex his pro bono muscles. Currently, he and his colleagues are working to secure a work visa for a human trafficking victim. Brought to the United States under false pretenses, she eventually escaped her captors. Brennan is grateful for the support Aon has given him in his journey to help this individual. “We have a pro bono committee that’s very active and supportive,” he says, “which just makes Aon that much more of an engaging place to work.”

Kirkland & Ellis congratulates our friend and colleague Tim Brennan of Aon

“At the end of the day, clients are what drive our business. It’s great to get the opportunity to have so much interaction with them.”

Free to Innovate

Christos Yatrakis partnered with outside counsel to overhaul the litigation process at Arrow Electronics in a few meaningful ways

By Courtney Ryan

THE

GUIDING PRINCIPLES THROUGHOUT CHRISTOS

Yatrakis’s career have been producing results and driving innovation. While an associate at a large New York firm, Yatrakis learned the value of results-driven work: it often meant the difference between generating new cases versus losing a client. He also came to understand how providing clients with prompt feedback could prove to be valuable support for companies needing to make important, time-sensitive decisions. The ability to mold and impact a company’s approach to matters appealed to Yatrakis, and so he began to look for opportunities outside the law firm.

Yatrakis wanted to work for a company that shared his mindset and sought out potential job opportunities among businesses leading with change. That’s when Arrow Electronics came on his radar. “I thought a company like Arrow—one that has an eye to the future and works to help others innovate—would be a neat transition,” he explains. As one of the largest distributors of electronic component parts and cloud computing software, Arrow is a leader in unique design and thinking outside the box.

One concept that piqued Yatrakis’s interest early on was its design of the SAM (semiautonomous motorcar), a modified Corvette that enabled a quadriplegic former IndyCar race driver, Sam Schmidt, to drive again using only the motion of his head. An organization capable of designing original solutions for customers and building life-changing technology was exactly what Yatrakis was after.

At Arrow, one of his initial goals was to begin implementing and streamlining processes to help ensure the legal department ran more smoothly. One of his first projects was overhauling the e-discovery process. “When I arrived, discovery used an Excel spreadsheet, a very manual approach,” he says. “Now we’ve leveraged some tools, like Office 365 and Workday, to automate our method and to be more efficient in how we collect documents and from whom we collect documents. Even the litigation hold process of sending out notices to our internal folks, and tracking and auditing them, has become less manual.”

The vice president of legal affairs says that the e-discovery system, which required two dedicated

staff members, is now only part of one person’s job. Having a less time-consuming system also protects the company. “From a risk perspective, we are mitigating our risk when it comes to litigation and potential exploitation claims,” he says. “With our new approach, we are better protecting the integrity of the data. We’re also protecting the material that we have and are able to use in our litigation.”

Yatrakis has also found great success in tackling the billing process for outside counsel. “I rely heavily on my external counsel for guidance on new trends, new laws, and for helping us out, whether it’s an M&A deal or a cybersecurity incident,” he says, adding that the firms he works with support the company’s overall innovation efforts. “I’ve formed good relationships with some of these firms and some really smart lawyers, who really are best in class, and they bring fresh ideas and solutions to the table.”

These relationships drove him to revise the payment structure to improve the experience for everyone. “Billing by the hour has become somewhat antiquated,” Yatrakis says. “Companies like Arrow don’t see a lot of value in always having law firms bill this way, so we’ve come up with ideas that work for both us and our external counsel.”

Understanding that both sides need to be up-front with their expectations and how they spend their time, Yatrakis sat down for a long conversation. “We say to our litigation contacts, ‘OK, you’re going to have probably ten thousand e-discovery documents to review and produce, about ten depositions, and two experts, so let’s come up with a budget for that and lock it in,’” he explains. “We have phased charges, costs, and expenses that we track. They know what they need to manage their teams and be efficient, and we know what material we need to give them.

“And it may change over time,” he continues. “We may decide that it’s actually bigger than that, have a follow-up conversation, and change the expectations or the parameters so that they’re satisfied that they’re doing good work and their work is being recognized. At the same time, we can manage the budget, know what we’re spending, and determine if it’s a worthwhile endeavor or not.” Since instituting this new

process, Arrow has reduced its litigation spend while increasing its return on investment. And partner firms have responded positively.

“What we do is actively manage your matters and have your outside counsel actively manage your matters with you,” Yatrakis says. “A lot of companies give a case to a law firm and then forget it. My philosophy is to be a partner for those law firms and actually help them manage the cases for us.”

Thanks to the new process, Yatrakis says that Arrow is more strategic in its legal initiatives and has saved the company resources along the way. That, in turn, frees up his ability to focus on other areas within the legal department that can be streamlined through innovation to help his business partners achieve their ultimate objectives.

“It’s important to guide people and provide insight of what I’ve done throughout my career—what’s worked and what hasn’t worked—so that we can collaborate and become more efficient and successful,” he says. So far, the process at Arrow is working.

We are thrilled to congratulate our friend and former colleague, Christos Yatrakis, Vice President, Legal Affairs at Arrow Electronics, on this well-deserved recognition of his accomplishments.

With more than 200 lawyers based in New York City, Patterson Belknap Webb & Tyler LLP delivers a full range of services in litigation and commercial law.

For more information, please visit www.pbwt.com.

“Patterson Belknap Webb & Tyler LLP is proud of our longstanding relationship with Arrow Electronics. We are privileged to work with Christos Yatrakis, an exceptional attorney, colleague, and leader.”

–Michael F. Buchanan, Partner

Christos Yatrakis VP of Legal Affairs Arrow Electronics

Marcus Delgado

Assistant General Counsel and Chief IP Counsel

Cox Enterprises

Courtesy of Cox Enterprises

A Vision of Excellence

Marcus Delgado was integral to Cox Enterprises’ creation of a corporate-wide legal services center. The effort has paid off in more efficient, costeffective legal services.

By Peter Fabris

IN 2016, COX ENTERPRISES, THE PARENT TO A collection of companies that each operated somewhat autonomously, created a legal group charged with improving company-wide litigation strategy. Several top legal professionals from one of the divisions, Cox Communications, moved to the parent company to create the legal Center of Excellence.

“The general counsel asked my boss to come over from Cox Communications to create the Center of Excellence because we’d run so many major litigation cases,” says Marcus Delgado, Cox Enterprises’ assistant general counsel and chief intellectual property (IP) counsel.

After hiring a few additional attorneys and paralegals, the Center of Excellence began reforming how the legal function operated.

The Center has become a valuable partner to individual Cox companies’ legal teams. Delgado and his colleagues have spawned unified litigation strategies, harmonized e-discovery practices, standardized common forms and documents, and reduced enterprise-wide legal spending by taking on some tasks formerly delegated to outside counsel.

It took deft diplomacy to gain initial support for the Center concept. Divisional legal teams were unsure about whether their roles would change and whether they would be absorbed by the Center. That was never the intent, Delgado says.

“We made it clear that we were providing a service and that the other legal teams were our clients,” he says. The idea was to make legal more effective and efficient by promoting best practices and sharing knowledge, with the Center acting as a conduit. The Center quickly proved its worth, and any apprehension has long since been buried.

Cox Enterprises, a privately held global company with more than fifty thousand employees and $21 billion in revenue, operates in many industries with varying legal needs. Cox’s best-known brands, such as Cox Communications, Kelley Blue Book, and AutotraderAutotraderAutotraderwhat , are leaders in communications and automotive services. The company also has a growing presence in clean technology, healthcare, and e-sports.

Despite this wide breadth of markets, Cox’s three main companies share some common legal challenges,

such as intellectual property litigation. “Our companies are in spaces that are changing rapidly,” Delgado says. “It’s crucial that they innovate and come up with new ideas.” Cox Enterprises’ fast-to-market products and services have made them targets of patent infringement claims.

Creating better litigation processes, especially for major cases, was a primary motivator for developing the Center. “We wanted to develop a unified strategy for larger cases and use learnings from different cases throughout the company,” Delgado says.

One of the first areas the Center tackled was standardizing litigation hold procedures. In the event of a lawsuit, preserving any documentation potentially relevant to the case becomes critical. When different parts of the company have their own litigation hold procedures, they could inadvertently erase or destroy crucial documents.

Thus, promptly notifying the right people within Cox Enterprises of potential litigation is vital. “Courts expect sophisticated processes for collection and management of documents,” Delgado says. The Center established a set of tools throughout Cox Enterprises to quickly notify custodians responsible for holding documents when a possible lawsuit arises. The Center then collects relevant documents and holds them.

The Center further shored up litigation practices by implementing a comprehensive e-discovery policy. Working with information technology personnel, it developed standards for how long to store certain types of documents and where to preserve them. This effort was complex, given that the company uses cloud services and that key documents may be stored on employees’ mobile devices.

When it comes to sensitive documents, like financial records, the need for preservation can be far-reaching. “Sometimes entire databases go on hold,” Delgado says. As more information moves to the cloud, the Center is working closely with third-party software and storage vendors on litigation hold efforts.

The Center runs training sessions on good litigation hold practices and on how Cox companies can improve their chances of prevailing in court. For instance, it educates employees about proper and improper email communication. “We’ve had cases where our emails have been very damaging,” Delgado notes.

Lawyers for Cox subsidiaries have also benefited from deposition training. “It’s about how to behave properly on depositions,” Delgado says. “This includes knowing what’s privileged between clients and attorneys, and the same for trial witnesses.” The Center now offers a single point of legal training for the entire company rather than leaving such efforts to subsidiaries.

Because it leads litigation strategy on major cases, the Center has applied lessons learned in cases from one subsidiary to similar cases in other divisions. The Center has also standardized some provisions and agreements in contracts that can be effective in avoiding litigation.

The Center also contributes more directly to the company’s bottom line. Working with its financial teams, the Center provides education and advice on how the company can best position itself to make claims against customers that declare bankruptcy. Sometimes, it provides consulting for major bankruptcy cases. “One Cox division recently went

“We wanted to develop a unified strategy for larger cases and use learnings from different cases throughout the company.”

Courtesy of Cox Enterprises

Winston & Strawn applauds Marcus Delgado for his vision, leadership, and commitment to Cox Enterprises, Inc.

winston.com

winston.com

Sending out the right signals

The Eversheds Sutherland IP Team. Providing comprehensive, global IP protection for many of the world’s highest valued inventions and brands.

Griff Griffin griffgriffin@ eversheds-sutherland.com

through the bankruptcy of a large automotive company,” Delgado says. “Our team was heavily involved in negotiating with the trustee to ensure that Cox’s interests were protected.”

Additionally, the Center assumed duties for responding to subpoenas company-wide rather than relying on outside counsel, thereby reducing that division’s legal spend for subpoenas by 15 to 20 percent. To track progress, the Center’s legal professionals and the legal operations team provide monthly metrics to top management. These numbers include legal costs, estimated cost savings, time spent on legal matters, and how quickly the company is resolving cases.

eversheds-sutherland.com

The Center of Excellence has clearly accomplished what it set out to do and has the numbers to prove it. It is the best of both worlds, with the Center of Excellence helping make lawyers with the most intimate knowledge of the individual businesses more effective—just as envisioned.

© Eversheds Sutherland Ltd. 2020. Attorney advertising.

“Our companies are in spaces that are changing rapidly. It’s crucial that they innovate and come up with new ideas.”

Relying on Integrity

How Susan Nystrom has helped shape Comerica Bank’s legal culture by safeguarding its employees, customers, and shareholders

By Courtney Ryan

WHEN SUSAN NYSTROM JOINED COMERICA BANK IN late 2004 as in-house counsel, she not only changed how the role functioned at the bank but also helped transform the its legal culture.

“At the time, in-house counsel was expected to stay at their desks,” recalls the senior vice president and divisional general counsel. “I believe I cannot manage litigation successfully unless I can eyeball the judge and see outside counsel in operation.”

Nystrom proved the effectiveness of her method when she traveled from the bank’s Michigan offices to Arizona for a trial and quickly learned that outside counsel’s depiction of the case status was far too rosy. “The judge on this case treated our outside counsel with disdain and didn’t like the bank either, so I knew right away, as much as the law and facts were on our side, we needed to get this thing settled.”

She convinced her boss to let her remain on the ground and see the case through to the end—and was ultimately successful. “Within a year, when we

had a new case, he would ask, ‘Oh, you’re going to be there, aren’t you?’ I would send him real-time reports on what was going on, which of course he loved because he could go right into the CEO’s office and say, ‘Susan’s telling me X, Y, and Z.’ It really worked out well.” This practice also reduces much-hated “surprises” and keeps need-to-know officers involved.

Nystrom also had her hand in another major transformation for Comerica. She was in California when twenty-six bank employees left en masse at the conclusion of business one Friday, with the intention of stealing away business.

The litigation-averse bank went on the offense. Comerica didn’t have noncompete clauses at the time because it believed people should be free to move. This was different, however. The bank’s IT group immediately saw that the former employees had taken Comerica’s business continuity plan, strategic plan, and list of all employees and customers. Nystrom and her legal team used this wrongful conduct as a means to take aggressive action to protect the bank’s employees and clients. The bank quickly sought and secured a temporary restraining order (TRO) and preliminary injunction.

“Long story short, we recovered $47 million—the highest recovery in the bank’s history—in eighteen months’ time,” she says. “The defendants wanted to settle. Some of our executives would have been happy with a $20 million settlement. My position was different. I said, ‘They should pay us what they would have had to pay had they bought the business.’ They had been in the press talking down our stock. Our employees were concerned about whether we would fight for them and protect them. Our clients were concerned about whether we would protect them and their privacy. I wanted to make sure that people understood who Comerica is, that we stand behind our employees and protect our clients and their private information.”

Courtesy of Comerica Bank

Susan Nystrom SVP and Divisional General Counsel Comerica Bank

Nystrom grew up mediating conflicts among her competitive siblings as the middle child in a family of eight, so resolving issues is second nature to her. She finds it easy to fight for Comerica because she knows it’s not an institution; it’s composed of individuals and shareholders.

“I had a rheumatologist who was nearing retirement and owned our bank stock, so I always kept him in mind every time I had a case,” she says. “I realized he’s an investor, a shareholder, so I have a duty to him. It may seem to be a small thing, but in my mind, it’s a big thing, because he was relying on us at the bank to make the right decisions to protect his money.”

Nystrom is especially proud of how Comerica protected its shareholders by deflecting the big bank bailout of 2008. Like virtually every bank at the time, Comerica was pushed to accept Troubled Asset Relief Program (TARP) money from the government to prevent public hostility toward the banks that required it. This strategy also let the banks pour that money into the community and the economy, which is exactly what Comerica did. But as soon as it was allowed to repay the TARP loan, Comerica handed the money right back.

“Comerica has successfully navigated turbulent economic times for more than 170 years with a conservative approach and ability to avoid risk,” she says. “We want our clients to be successful, and we’ll work with them. We don’t recklessly risk our shareholders’ or depositors’ money.”

It’s Comerica’s commitment to integrity that continues to drive Nystrom. “I personally have to always be guided by my own integrity. The court has to trust my integrity, and my colleagues have to rely on my integrity,” she says. “And when I know that I’ve helped my colleagues and made their work easier or they’re sleeping better at night because of something I did, that keeps me going.”

For nearly 90 years, we have been proud to provide strategic legal solutions to banks in Michigan and across the nation. Bodman PLC is the only Michigan law firm to be top-ranked for Banking and Finance Law by both Chambers USA and IFLR1000.

Counsel

You Can Count On

At Cummins, Scott Beier leverages an accounting background and a proactive leadership approach to ensure he’s doing what’s best for the company

By Bridgett Novak

WHEN

CORPORATE ATTORNEYS

ARE asked to identify the hardest part of moving in-house, many would say that their lack of knowledge about business finance, return on investment, and profit/loss statements presents the biggest challenge. Scott Beier didn’t have that problem.

After graduating cum laude in accounting from Butler University, Beier joined Deloitte and spent the next four years as an auditor. “I enjoyed working with different clients, learning about their companies, and collecting the right data to inform important decisions,” he recalls.

In addition to auditing financial statements, Beier’s exposure to his clients’ senior executives gave him a chance to audit different leadership styles. “I got to see what worked and what didn’t,” he says. “Team-focused leaders seemed to create the best environments and produce the best results. Authoritative leadership often resulted in high turnover and uncertainty.”

Beier also witnessed the day-to-day workings of many in-house and outside counsel, which convinced him to go to law school. “I envied their role as counselors and as real contributors to the business,” he explains.

After earning a JD at Boston College, he spent seven years at Sidley Austin’s Chicago office, working primarily on mergers and acquisitions (M&A), joint ventures (JV), financing transactions, and capital markets offerings. In 2013, when he and his wife moved to Indiana, Beier decided to move to an in-house role.

He joined Cummins, the Indianabased, Fortune 500 engine designer, manufacturer, and distributor that employs sixty thousand people and has a presence in 190 countries. At

the time he joined, the company had grown by $4 billion in the previous five years and had no plans to slow down. Indeed, during Beier’s first three years, he helped navigate Cummins’ acquisition of North American Distributors and negotiated some of the largest customer contracts for the company’s four business units.

In 2016, Beier became the lead attorney for the distribution business unit (DBU) for the Americas, and today, he acts as its assistant general counsel. It was a fortuitous move. “After we acquired North American Distributors, we needed to integrate them, focusing on governance, compliance, and standardizing many procedures. My auditing background made me uniquely suited for the task,” he explains.

One of the first things Beier did was design a contract approval process to ensure that both the business and legal teams reviewed higher-risk matters. Under Beier’s leadership, the company also assigned contract administrators to each of its North American regions to oversee the thousands of contracts Cummins enters annually and ensure the implementation of legal’s new compliance and risk mitigation guidelines.

Beier and a colleague in Australia are responsible for legal matters throughout DBU’s eight geographic regions: North America, Latin America, Asia Pacific, Europe, China, India, Russia, and Africa/Middle East. He also coleads the global transaction team, which is made up of twenty-plus commercial/M&A attorneys and is the primary support function for the company’s strategic M&A, JV, and longterm customer agreements.

Much of Beier’s success stems from his proactive approach and determination to continuously improve policies

“Team-focused leaders seemed to create the best environments and produce the best results.”

Wade Carignan

Scott Beier

Assistant General Counsel

Cummins

and procedures. For instance, he helped design and implement a contract life cycle management (CLM) tool focused on all the stages of contracts—including their initiation, execution, renewal, and termination. “One of the key motivators for this new tool was risk mitigation,” Beier explains. “Automating CLM provides for increased contract access and visibility, awareness of contract deadlines, standardization, and process around approvals.”

Another example of Beier’s preemptive business focus is the creation of the company’s strategic transactions playbook. “I noticed that our M&As and JVs were not being handled in a consistent manner, leading to wasted time—particularly among the legal staff—and the potential for missing risky situations,” he notes. “So I developed a new process within the legal department, which details specific steps for the handling of all M&A and JV deals and breaks each into three phases: due diligence, formation/negotiation, and governance/integration. The resulting legal playbook includes a list of considerations, templates, and steps to avoid at each phase, based on whether it is an asset deal, equity deal, or JV.”

He also helped develop a “lessons learned” presentation for Cummins executives to help them better understand their role in managing legal risks, improving procedures, and protecting the company’s reputation.

One of the most important lessons Beier has learned? “You have to listen. As attorneys, people are always asking us what to do. It may seem counterintuitive, but it’s very important for us to ask questions and learn our colleagues’ frustrations, concerns, and goals so we can offer the best advice,” he emphasizes. “We need to demonstrate that we can see things through more than just a legal lens—ultimately, this will cause the business to be more receptive to our suggestions and encourage them to involve legal earlier in the process in the future.

“After all,” Beier continues, “we all have the same goal: getting to the best result for the company.”

Foley & Lardner LLP:

“Scott Beier is incredibly smart and intuitive, taking into account both the human and business aspects of any issue. He asks great questions and has a solid, practical sense of both legal and operational factors in any situation. Scott’s a consummate advisor and a true pleasure to work with.”

–Bobbi Howell, Partner

Taft:

“Scott is an extremely talented business attorney and an exemplary leader in Cummins’ legal department. We are honored to call him a friend of Taft and look forward to working with and learning from him in the years to come.”

–Stacia Buechler, Partner

As one of MGM Studios’ top lawyers, Pam Reynolds helps promote some of her favorite movies while making space for more women behind the scenes of show business

By Zach Baliva

Putting Legal in Focus

MOST ADULTS REMEMBER BIKE

rides and birthday parties from when they were kids, but Pam Reynolds has childhood memories only Hollywood could provide. She saw Elton John’s legendary concert at Dodger Stadium and watched E.T. at the Cinerama Dome on Sunset Boulevard. Reynolds has carried her love of film and entertainment into her professional life. She remembers standing in line to see Roger Moore as 007, and now she supports marketing and distribution of the James Bond movies at MGM Studios—most recently the 2021 motion picture No Time to Die.

It’s just one of the many things Reynolds does as executive vice president of business and legal affairs, distribution, operations, and marketing. It’s a long title created to represent what in some ways has evolved into a catch-all position. Reynolds has a simpler way to describe what she does. “I’m the Swiss Army knife of our legal department,” she says.

Although Reynolds’s father is an entertainment lawyer, she didn’t set out to follow in his footsteps. Instead, she studied international relations at the University of Pennsylvania. Reynolds grew up playing competitive sports, and when a male friend recruited her to join the rowing team, she accepted. Suddenly, Reynolds was anchoring the men’s freshman heavyweight crew team as its coxswain. She says the experience helped prepare her to be comfortable in the intimidating, male-dominated world of show business.

It wasn’t always an easy path. Upon graduation, Reynolds returned to California and became just the fourth woman accepted into a competitive

Pam Reynolds EVP of Business & Legal Affairs, Distribution, Operations & Marketing MGM Studios

And the Award Goes to . . .

For someone who loves movies, an Academy Award is the highest honor. And while Pam Reynolds may never win an Oscar, she has received the next best thing. Last year, she was invited into the Academy of Motion Picture Arts and Sciences. Inductees don’t apply; they’re sponsored. And while most members of the exclusive organization are actors, directors, and other artists, Reynolds’s sponsors recognized her significant contributions in movie distribution and marketing. Reynolds joined the Academy’s executive branch in a diverse 2020 class that was 45 percent female. The group of 819 included 75 Oscar nominees and 15 winners. Reynolds will vote for Best Picture and other awards for the first time in 2021.

trainee program at the esteemed William Morris Agency. She soon became the third woman to quit. “Hollywood in that era was crazy and sexist in many ways,” she says. “It wasn’t an inspiring place. There was nobody I wanted to become. I couldn’t point to one woman and say, ‘I want to be like her.’”

The stark reality compelled Reynolds to pursue another path and drove her to the Gould School of Law at the University of Southern California. She later spent six years working as a litigator at local firms. Although Reynolds excelled in the courtroom, she admits the setting was not her “happy place.” She was considering a change, and when a friend left Paramount Pictures, Reynolds went in for an interview. She landed a job as a senior attorney in home entertainment and worked in a building that once housed dressing rooms for major studio stars like Grace Kelly and Audrey Hepburn. It didn’t take long for Reynolds to realize she belonged in entertainment law.

Reynolds started as a video lawyer, and as DVDs emerged, she quickly adapted to become a generalist. “Breaking into entertainment when I did helped me learn to adapt, because this industry is always changing and evolving,” she says. To keep pace, Reynolds developed and perfected her legal skills

in sales, distribution, marketing, acquisitions, production, and operational issues. In no time, she became a true jack-of-all-trades.

In 2001, Reynolds moved to MGM. She has spent the past two decades building a reputation as one of the industry’s leading legal talents. “I’m known as someone who does it all because I always say yes to whatever legal work comes my way,” she says. “I’ll take whatever work doesn’t fit into a neat little category.”

She also credits the expansion of her portfolio to a couple supportive bosses over the years, who have recognized her abilities and given her the opportunity to grow. Today, Reynolds manages many of MGM’s legal affairs across the board, including marketing, distribution, privacy, licensing, home entertainment, technology, operations, and stage productions.

During her time with MGM, Reynolds has promoted some of Hollywood’s biggest franchises, including Rocky, The Pink Panther, and The Addams Family. She has also now worked on five James Bond films, managing important relationships with global brands like Heineken, Omega, Jaguar/Land Rover, Nokia, and Cola-Cola with her counterparts in marketing and production. Reyn-

“I’m the Swiss Army knife of our legal department.”

olds says that much of her work involves setting up guardrails for MGM’s business teams so that they can spend more time being creative and less time dealing with tricky situations.

Over the past few years, Reynolds has also become more involved on the business side of distribution and marketing. She has become the in-house expert on stage productions based on MGM’s intellectual property and has spearheaded brand expansion into alternative distribution methods, such as films with concerts and experiential events. In 2019, she previewed Secret Cinema’s Casino Royale in London, a deal she oversaw from inception through production. She describes the show as a cross between immersive cinema, interactive theatre, and good old-fashioned partying. The four-month show entertained more than 120,000 people, placing the film back in the UK Top Ten Box Office during the entirety of its run.

After more than two decades at MGM, Reynolds is more excited than ever about where the studio is going. “We reinvent ourselves all the time, and that’s what I love about working in entertainment law,” she says. Last year, MGM relaunched Orion Pictures in an effort to focus on developing, producing, and acquiring feature films that amplify underserved voices, both in front of and behind the camera. “There are important stories to tell, and I get to be a small part of that,” she adds.

Years after leaving the William Morris Agency mailroom, Reynolds is thriving in what was once a man’s world. As an MGM veteran, she’s often the go-to mentor for newer employees. Some call her the “Mayor of MGM.” Others call her the “team mom.”

“I’m not sure I like either of those monikers,” she says, laughing, “but I do believe in helping others find excellent opportunities to show off what they can do.”

“I do believe in helping others find excellent opportunities to show off what they can do.”

Master Class on

Snacking

Gerd Pleuhs has found major career satisfaction at Mondelēz International, engaging with the multinational snack manufacturer’s reinventions as welcome challenges

By Cristina Merrill

Gerd Pleuhs EVP of Corporate & Legal Affairs and General Counsel Mondelez International

“WHEN YOU SAY, ‘I WORK FOR THE company that makes Oreos,’ there’s a smile on everybody’s face,” says Mondelēz International Executive Vice President of Corporate and Legal Affairs and General Counsel Gerd Pleuhs. “There’s nothing not to like about working for a company that provokes that.”

Pleuhs joined the multinational company in 1985. He lauds the organization for providing him with plentiful challenges and opportunities over the years that have kept him professionally and personally engaged. Today, his responsibilities include overseeing Mondelēz’s corporate and legal affairs function, which includes the company’s environmental, social, and corporate governance (ESG) efforts. His department leads a team of almost 450 people worldwide, and he describes his leadership style as results driven and cooperative.

“The company that is now Mondelēz has been reinventing itself over the years, and quite rapidly,” he says. “It was a perfect match between me and the company. Mondelēz has allowed me to have career experiences that I find difficult to see that other companies would have given to me, so that’s why I’ve stayed for such a long time.”

Pleuhs has had several career highlights during his years at Mondelēz. For one, he negotiated the deal for the company’s acquisition of Lefèvre Utile (LU), which made Mondelēz a major player in the biscuit category. He developed and led the effort to transfer Mondelēz’s coffee assets into a joint venture, which he describes as one of the company’s most strategically and financially successful moves in recent years. Additionally, he was part of the team that worked to acquire the famed chocolate company Cadbury.

Andrea Mandel

“Cadbury was one of the biggest acquisitions at that time to be involved in, which was marvelous,” he says. “It was a once-in-a-lifetime experience. For a lawyer, there was nothing not to like. It was very challenging, very demanding, and very interesting.”

Pleuhs also molded his department into its present-day form. He was acting solely as the general counsel when he became responsible for the corporate and legal affairs team.

“There are a lot of complementary skill sets in the two employee populations,” he says. “As a department, we’ve made a difference. The moment we got together, we really helped shape the company in a very meaningful way, not only internally but externally, because if you think about Mondelēz now, it is well-known around the world in the media and investor community.”

Most significantly, Pleuhs was part of the four-person team that conceived Mondelēz’s new company purpose: “empower people to snack right.”

“Snacking has become a very acceptable behavior,” he says. “It is ingrained in people’s everyday habits. Working for a company where we not only make delicious snacks but also help you snack right is just a very nice thing.”

Indeed, Pleuhs has come a long way professionally since 1985. He’s become deeply embedded in the business over the years in ways that have established him as not just legal counsel but also as a valuable partner to the business. He’s been involved in a variety of matters, including difficult sales negotiations and other intense situations.

“In my early days, I participated in agency meetings when we did particularly relevant promotions for the brands,” he says. “I was very closely

involved and managed to shape the message that we conveyed to the outside. My approach has not changed over the years, as I always combine the corporate and legal affairs aspects with a business lens and search for results that satisfy marketing or sales opportunities and functional compliance.”

When it comes to career success, Pleuhs believes in embracing change and even getting ahead of change when possible. He notes that he and his department developed online tools to facilitate a global connection among employees, including several fully virtual meetings connecting corporate and legal affairs colleagues all around the globe, long before COVID19 upended the way many companies work today.

“Everybody likes the word ‘change,’” he says. “But for many, ‘Change is great as long as it doesn’t happen to me.’”

He adds, “Very often in recent years, changes always meant restructuring, head count reduction, and doing more with less. I’m not saying that we didn’t have to go through those things. We did. But we also brought change to people for different reasons—to stay ahead of the game—in a way that is actually fun, where they feel engaged and feel they can shape the change. This always triggers more commitment to making that change happen.”

His advice to organizations that want to implement change is to involve their people and refrain from always trying to implement it from the top down.

“If you really want to make change happen, don’t impose it on the organization unless it’s really needed,” he says. “Invite people and take them with you. It may take a little bit longer, but the success rate is higher.”

“If you really want to make change happen, don’t impose it on the organization unless it’s really needed. Invite people and take them with you. It may take a little bit longer, but the success rate is higher.”

Retro Design,

Dan Bestor oversees patents for Motorola Solutions, which recently made headlines for bringing back the most famous cell phone of the early 2000s

By Will Grant

Modern IP Protection

IT WAS 2007, AND YOU

EITHER HAD A Motorola Razr cell phone or you didn’t have a cell phone. At least it felt that way.

The first mobile device to become a status symbol, long before the introduction of the iPhone (or any smartphone, for that matter), the Razr boasted a sharp and sleek design that made it seem like reality had finally caught up with the movies. There were myriad colors to choose from—even a hot pink version for the more conspicuous consumers among us. The phone’s lit-up keypad looked straight out of a Star Trek movie. It just looked cool .

Motorola’s V3 Razr sold more than 130 million units, the most for any clamshell phone ever. It was everywhere. And then, just like that, the world moved on.

More than a decade after its high-water mark, Motorola’s most famous success has found its way back into popular culture as well as the marketplace. The clamshell Razr is back, this time in 5G. The Motorola Razr 5G is reminiscent of its forebears, but with quite a bit extra going on under the screen. The foldable smartphone is an alternative for those who long for the good old days of the oughts but still need the modern functionality and benefits a smartphone provides. Those who truly want to return to 2007 can engage a software easter egg “Retro Razr” mode that recreates the original Razr menu screen.

Motorola’s enduring Razr intellectual property (IP) is just one of many products under the purview of Dan Bestor, director of patent operations. The company’s long legacy means an endless list of data networks, mobile network infrastructure, and consumer technology patents to protect and develop. Bestor has been with Motorola Solutions since 2011 but has been active in intellectual property (IP) law since 2003. The attorney’s technology focus runs deep; he worked as a software engineer at Hewlett-Packard and a computer

92 Years of Innovation

Motorola Solutions is nearing one hundred years of success. Originally called Galvin Manufacturing Company, the company has been on the front lines of technological innovation since its 1928 founding.

engineer at IBM prior to attending law school. Bestor currently divides his time between leading an in-house patent legal team and preparing and prosecuting patents.

One of Motorola’s most recent prosecutions over its patents involves a suit against Chinese manufacturer Hytera’s alleged infringement of two-way radios, base stations, repeaters, and dispatch systems. “We believe Hytera continues to infringe Motorola Solutions’ patents, including with its new i-Series products, in an attempt to illegally profit from our intellectual property,” Mark Hacker, general counsel and chief administrative officer of Motorola Solutions, said in a statement. “Due to

our successful litigation to date, Hytera removed three critical features covered by our patents. With these proprietary technologies removed, we believe the i-Series is already a vastly inferior product that is unable to meet customers’ business and mission-critical needs. We look forward to building on our success in holding Hytera accountable for its additional infringement with this case.”

Motorola also has a separate trade secret theft and copyright infringement case against Hytera. These cases most assuredly keep the IP legal team on its toes—and relying on its patent director for skilled oversight and Razr-sharp direction.

1928

The Galvin Manufacturing Company is founded in Chicago, Illinois.

1928 The company rolls out the Battery Eliminator, a power converter that allows battery-powered radios to run on household electricity.

1940 Motorola lends a hand to the World War II effort, introducing the HandieTalkie SCR-536 Radio, a portable two-way radio that would become a staple of comms teams on all the fronts of the war.

1955

The Handie-Talkie Paging System is introduced for hospitals, factories, and office buildings. 1969

The first words heard on the moon are broadcast from a specially developed backpack antenna worn by astronaut Neil Armstrong as well as equipment to process the signal.

1980 Motorola introduces the world’s first commercial portable cellular phone: the Motorola DynaTAC phone.

1995

The first two-way pager is introduced, paving the way for cellular texting.

2011 Mississippi awards Motorola the first statewide broadband LTE public safety network.

Feature

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

Millennials Rising

Millennials (b. 1981–1996) now comprise about 50 percent of the workforce. In this section, we highlight nine millennial general counsel who are ushering in a new era, be it through their leadership styles, use of novel technologies, or changing expectations and attitudes toward work.

For more on how millennial leaders are shaping the legal landscape, visit modern-counsel.com or scan the QR code above with your cell phone to be directed to the site’s landing page.

Featuring a Q&A with Our Guest Editor

Adraea Brown of Harley-Davidson P48

Hassan Bouadar, FedEx P52

Laura Hammargren, 3M P62

Adam Rahal, Landesbank Baden-Württemberg (LBBW) P66

Ayisha Morgan, Elite World Group P73

Christopher Harrington, Cleveland Cavaliers and Rocket Mortgage FieldHouse P76

Chandler Rohwedder, Aflac P80

Goldie Bockstruck, Spire P84

Scotland Duncan, U. S. Steel P88

The Advantages of Youth

Adraea Brown on being a millennial AGC, moving onto the promotion fast track at Harley-Davidson, and negotiating multiple generations in the workplace

By Will Grant

A Q&A with Guest Editor Adraea Brown of Harley-Davidson

Adraea Brown has moved fast, and it’s not just because she works for Harley-Davidson. Since 2015, Brown has been promoted three times. Her overall track record includes four roles at Harley and a previous practice role. In her law school days, she honed her skills through a clerkship and during a stint at a law firm. Her successes are particularly remarkable given that she only graduated from law school in 2010.

Brown now acts as assistant general counsel of trade marks for the most famous name in motorcycles. She brings both a steady hand and a youthful embrace of intelligent risk to her role, thereby keeping Harley-Da vidson ahead of the pack.

Millennials are already a vast part of the workforce and have been shaping workplace culture for years. Still, few in-house attorneys have moved up as quickly as Brown so early in their careers. The lawyer’s rapid rise places her in the position of providing counsel for people who may be decades her senior. But the AGC doesn’t see it that way at all. Rather, she sees herself as the bene ficiary of both naivete on her own part and the valuable experience of others.

Modern Counsel spoke with Brown about what a millennial can bring to an established organization, the looming reality of Generation Z entering the professional ranks, and what has kept her burning rubber in terms of career advancement, if not on her own Harley motorcycle.

From clerking for a circuit court judge to working for an internationally known brand, what skills have you learned that have helped you rise so quickly in your career?

I have certainly learned a lot of skills along the way. My first experience with a judge was with a criminal docket. This clerkship taught me not only about the law but about the immense impact we can have as attorneys on people’s lives. People generally seek attorneys when they are in need of assistance. I don’t know many (or any) who retain them for fun. Having this experience early in my career truly put the human aspect in perspective. Regardless of whether the matters are criminal or civil in nature, our work can impact people’s livelihoods. Once I internalized that, I approached the way I thought about my role very differently.

• Anticipate questions: I learned this lesson very early on—think about and anticipate all questions that may come from your ideas or work. This may seem like common knowledge, but I see this thought process consistently neglected. When I present a problem, I also provide a solution, and I ensure that I’ve thought through and prepared a response to all questions or alternative theories that may be asked of me. This is a great skill

because in addition to ensuring that you’re prepared, it allows your team, your clients, and your manager to see your analytical process. Even if your proposed solution isn’t the “right” answer, the ability to show and articulate your analytical process will be appreciated and noticed.

• Manage up: Essentially, this means know your audience. One unwritten element of my role is to make my manager’s job easier. Very early in my career, I just presented material in the way that I understood and liked it. Unfortunately, that was not necessarily the way that worked best for my manager. Once I really thought about my role and how it operated in the larger scheme of the company, I realized that I was there to function as support—to assist. If I’m creating more work, I’m less valuable. If my manager feels confident in my thought process, and I can make all the decisions related to my work very easy for him, then I’m an asset. Really taking the time to understand your manager and what makes them tick and how they like to be communicated with is a skill that continues to serve me well.

Are there any lessons you learned early on that may have hamstrung other attorneys in their own career journeys?

Similar to the question above, failure to understand their roles in the greater organization is something that can be challenging for other attorneys. Attorneys are opinionated people by nature, and many think they’re right all the time—including me. While that confidence keeps us sharp, we must learn how best to flex that attribute. Everyone has a role to play on the team, which means that everyone can’t be the leader. There must be people who are followers.

While this isn’t surprising, learning how to work isn’t part of legal education. We’re taught to be a lawyer, but not to be an associate or in-house counsel within an organization. Instead, we’re expected to understand how to navigate our roles. To be honest, even when role expectations are clearly communicated, there are people who still struggle with this.

The attorneys I’ve seen progress the best are those who work to learn and understand their

role—and how to bring the most value to the role and their manager. Working in-house, your manager is often in a place to be your biggest cheerleader, so it’s vital that you do your best to make your manager’s job as easy as possible.

From the start of your career to where you are now, were there any leaders who failed to understand the up-and-coming millennials generation and the value that you brought to the table?

Honestly, no. Thus far in my career, I really haven’t dealt with that. I can understand that many may not be so lucky. I certainly had opposing counsel who worked to intimidate me in the courtroom or across the mediation table, but overall, they weren’t impacting my career. In essence, they were only underestimating me as their opponent.

One thing that’s great for millennials is understanding the benefits of working from home or somewhere that’s not in the office. Prior to the COVID-19 pandemic, working outside of the office was not widely accepted. The pandemic has proven that people can be just as successful—if not more—given the ability to work from home.

On the other hand, were there any leaders who showed interest, curiosity, and a thirst to learn more when it came to new generations entering the workforce? How did you go about working with them? What did these interactions and relationships enable you to do and become?

I had leaders who treated me as a team member. I don’t think anyone had a particular interest or curiosity for newer generations generally, but I had leaders and others who were interested in the fresh perspective I could bring by virtue of my experience, or even lack thereof. That’s what I prefer, rather than someone who is only interested in my age. The same way I don’t want someone interested in me because I’m a woman or because I’m Black.

In working with people who were interested in my fresh perspective, we were able to learn from each other. I would work to understand their experience and expertise, and I would then bounce my ideas off

of them. This allowed me to anticipate questions and navigate theoretical landmines. Working together collaboratively allowed us to trust one another. I work to understand people as individuals—what makes them tick.

Luckily, I’ve had many leaders who feel the same way. There are times when I may have lacked the confidence to speak out, but I learned that once I did, my ideas and opinions were respected and valued. But I definitely think that it helped that I was well prepared as I established my credibility.

As the oldest millennials are rounding the corner, turning forty and becoming the new leaders within organizations, they now have a new responsibility to support and understand a new generation entering the workforce: Gen Z. What are your thoughts on how millennial leaders can support and assist this new generation?

Good question. Millennial leaders should work to remain flexible and not set in any specific ways. I hate generalizations overall, but I know that many millennials complain about the inflexibility of Baby Boomers and those with antiquated views of technology or just a different way of doing things. That was tough for many millennials. Given that, it’s important that millennials don’t become that to Gen Z.

Gen Z has grown up in a much different world than I did. While this means that their viewpoints may be different than mine, that doesn’t make them any less valuable. As a society, we need to embrace fresh perspectives so that we can continue to improve. While Gen Z can learn a lot from the experience of millennials (as well as that of Gen X and boomers), we can all stand to learn a lot from them.

It’s easy to look to people of a certain age as having wisdom and experience. What do you think your relative youth provides you in your role? What can being “the young one” provide in terms of advantages?

One of the greatest advantages of being young is being ignorant. I often draw analogies to babies as they are learning about the world. For example, I’ve

seen babies playing in the middle of their parents’ bed and slowly inching closer and closer to the edge. At some point, they just launch themselves off. Why? They have no fear of the edge or the implications of falling because that’s not something they’ve encountered before. They just do it. That ignorance allows them to take risks. Sometimes it pays off, and other times it doesn’t.

It’s very similar to navigating professional life. Being younger, you’re often less risk averse because you may not have had experience with everything in the area and will take risks— sometimes even when you don’t realize it. This is where those with less experience and those with more can work well together if they can learn to appreciate the other’s perspective. The one with experience can warn the one without of the prospective pitfalls, and the one without experience can think of ways to overcome it. It should hopefully avoid the conclusion of “we tried that before, and it never works.” No, in reality, it just may have never worked the way you tried it. Oh—also, none of the brave babies mentioned above were ever injured.

What’s the fastest speed you’ve ever reached?

On my motorcycle? Admittedly, I don’t have a “need for speed.” I think I once got up to 85 mph but quickly eased off the throttle.

Special Delivery

Hassan Bouadar describes his remarkable journey from intern to VP at FedEx and shares how he’s developed a reputation as the go-to person for all things legal

As Told to Zach Baliva

Portraits by Siddharth Siva

Hassan Bouadar VP of Legal, Regulatory Affairs & Human Resources FedEx Middle East, Indian Subcontinent, and Africa

Sixteen years ago, an internship I was advised to take changed my life. Although it was supposed to be a six-month assignment, I’m still here at FedEx, responsible for eighty-five countries.

My parents are from Morocco, but I was born and raised in France. I was studying law, and when it came time to specialize, I had to make a choice. A professor who taught transportation and aviation law recruited me into his program. I never would have picked that particular area, but he was persistent. He saw something in me. He promised to mentor me and guaranteed that I would leave with an internship and then a job. I didn’t know anything about transportation law, and I didn’t necessarily like it, but this man made it hard to say no. I accepted.

When the program finished, my professor arranged an interview at FedEx. I was nervous, but he told me to smile and be myself. I was twenty-three years old.

I got the internship. On my first day, I started doing something that’s become a hallmark of my career—I started saying yes to all the work that nobody else wanted. I was willing to work long hours every day, trying to learn everything I possibly could. I read day and night. My manager told me I was taking it all too seriously. I was just an intern, after all, and according to her, FedEx had no openings. Besides, the company would not hire someone like me, fresh from college. They preferred profiles from seasoned lawyers with at least five years of experience.

I refused to back down. I wasn’t doing what I was doing to get a specific job. I was doing it to learn everything possible and become the best version of myself. I was nice to everyone, I learned everything, and I did a great job. In the process, I became indispensable.

Guess what? When the six months ended, a senior lawyer announced her pregnancy. The managing director started to panic. When it came time for them to hire someone to cover during her maternity leave, they realized they would never find an experienced big-firm lawyer who knew what I already knew. I got a one-year contract.

I spent the next year implementing the same theory I had as an intern. I did all the filings, paperwork, and research that nobody else wanted to do. I worked days and nights and weekends. When my contract ended, nobody wanted me to leave

“On my first day, I started doing something that’s become a hallmark of my career—I started saying yes to all the work that nobody else wanted.”

because it was a luxury to have a junior lawyer who absorbed all the work. I became a permanent employee. I’ve been promoted, on average, every sixteen months since. I was FedEx’s youngest managing director when I was just thirty years old and one of the company’s top general counsel before my fortieth birthday. In between, I negotiated deals in more than fifty countries.

We hired someone a few days ago, and he asked me why I’ve stayed here so long. The number one reason is trust. My managers and peers have trusted me since day one. Nobody is watching over me to see if I will fail. Instead, they trust me to go as long and as far as I can without anyone looking over my shoulder. And if I run into problems, they are there to help me find a solution. Everyone here gets to give their input, whether they are an intern or a senior leader. That’s important to me.

When I was twenty-nine and living in Dubai, FedEx asked me to return to France for a temporary assignment as acting managing director for the southern Europe team. My wife was pregnant with our second

Working with Hassan Bouadar

Hassan Bouadar’s reputation precedes him. Among the external counsel who work with him regularly and hold him in high esteem is Dr. John J. Maalouf, senior partner at Maalouf Ashford & Talbot.

“Maalouf Ashford & Talbot is proud to be one of FedEx’s top outside legal counsel,” Maalouf says. “As senior partner of the firm, I’ve personally worked closely with Hassan Bouadar for many years on a wide variety of complex legal matters, ranging from international arbitrations and litigations to corporate and finance matters to regulatory and compliance issues.

“Hassan belongs to that elite cadre of legal professionals who are able to think creatively and strategically and add significant value to every matter in which they are involved. A natural-born leader, Hassan has honed his abilities by ‘rolling up his sleeves’ and personally working long hours, never asking more from his team than he was willing to contribute himself. He is a man who leads by example. A bold leader who is not only a ‘team player’ but a true professional who can make the hard decisions.”

“I don’t need the smartest person—I need good, authentic, passionate people.”

Expertise Spotlight

Maalouf Ashford & Talbot is among the world’s leading international law firms, with offices in New York City, Dubai, Riyadh, Jeddah, Dammam, Al Khoper, Al Qatif, Cairo, Beirut, Baghdad, Erbil, Amman, Zurich, Hong Kong, and Shanghai, as well as affiliated offices in more than seventy different countries worldwide.

Maalouf Ashford lawyers are internationally recognized as leading experts in the areas of international trade and finance law, international arbitration and litigation, mergers and acquisitions law, energy, oil, and gas law, project finance law, banking law, corporate law, shipping and maritime law, antitrust law, technology, media, and telecommunications law, pharmaceuticals and biotechnology law, and tax law.

In today’s heavily regulated and competitive world, corporations are confronting more arduous challenges than ever before. Maalouf Ashford & Talbot lawyers are worldwide leaders in creating new and innovative ways to assist their clients in meeting those challenges, rather than explaining to them why a deal “can’t be done.” With a practice that offers unparalleled representation across a comprehensive range of legal areas, Maalouf Ashford & Talbot’s lawyers have the ability to anticipate obstacles, seize opportunities, and get the deal done—and the experience and know-how to prevent it from being undone.

Dr. John J. Maalouf, senior partner of Wall Street law firm Maalouf Ashford & Talbot, is one of America’s most preeminent lawyers and a globally recognized expert in the areas of international trade and finance law, international arbitration, mediation and alternative dispute resolution, corporate reorganization, restructuring and bankruptcy, business litigation, mergers and acquisitions, banking law, and energy, oil, and gas law.

Under Dr. Maalouf’s leadership, Maalouf Ashford & Talbot has been honored as Law Firm of the Year in the United States, Dubai, Kingdom of Saudi Arabia, China, Lebanon, Egypt, Qatar, Bahrain, the United Kingdom, and Brazil for 2020 in ninety-two different categories.

In addition, Dr. Maalouf has been ranked as one of the top ten international trade and finance lawyers in the United States for the past fifteen consecutive years by the United States Lawyer Rankings, 2006 to 2020 editions, taking the number one spot on the list for the past three consecutive years.

child, but she delivered prematurely. The baby only lived for a few hours.

My boss called and told me to take as much time as I needed. We were arguing a bit because I wanted to come back to work to give my wife a sense of normalcy. I put him on speakerphone, and my wife listened to this man speak to me like a brother or a father. He was compassionate. He told me to shut down my work email and grieve. He did not spare any efforts, including medical repartition by plane to Dubai at the company’s expense. I have had offers to join other multinational companies, with very attractive compensation packages. But after that phone call, I knew I couldn’t leave.

The number two reason is that I have been learning every day for the past fifteen years. Every email, discussion, meeting, or phone call is a good opportunity to learn something new.

I’ve achieved some significant milestones during my time at FedEx. I managed litigations in which we were sued for millions of dollars but the outcomes were favorable to the company. I’ve negotiated highly complex contract terms and revised the structure in deals that save us millions every year. However, the thing I’m most proud of is building my current legal team from the ground up.

I came to Dubai to build this team in 2009, when this region didn’t have a legal department. Now, I am a vice president with three managing directors, twenty-seven lawyers, and about a dozen affiliated law firms. I built legal, government affairs, and compliance functions. Together, we are a performance-driven team and a trusted partner to the business.

This team works because I’ve learned how to hire. When I interview and recruit, I don’t necessarily try

to get the smartest person. I was an intern here not so long ago. I was always around people who were smarter, more experienced, and more qualified. I don’t need the smartest person—I need good, authentic, passionate people.

I also believe strongly in diversity. English is my third language, and I am not a litigator by training, so I’ve hired an American female litigation lawyer who has excellent drafting skills. I hired a woman in India despite the fact that she had a gap in her work history, just because I saw potential in her. Five years later, she is a very successful managing director in the company.

Some people think only in the immediate, but as a leader, I think in the long term. When I meet someone, I think about where I can get them in one, three, or five years. Diversity factors in because if you only hire people who look like you, they’re going to do what you do in the exact same way you already do it. Diversity is the right thing to do, and it makes good business sense. That’s why I’m on the diversity council for my region.

After all this time, I still enjoy where I am and what I do. I’m leading a team to help us maintain our culture after acquiring TNT, a large transportation company headquartered in Europe with more than sixty thousand employees. I’m creating a compliance organization in my region and overseeing many other exciting projects.

Lastly, I’m working on succession planning. I’m passionate about people. People here have supported me and helped me and given me every chance to succeed. Now, it’s my turn to make sure those same opportunities are still here for other people to take hold of.

“People here have supported me and helped me and given me every chance to succeed. Now, it’s my turn to make sure those same opportunities are still here for other people to take hold of.”

GEOGRAPHIC SCOPE

Maalouf Ashford has offices and affiliates worldwide, and they represent clients in connection with their legal needs in many countries across the Middle East, Americas, Asia, Africa, and Europe

MAALOUF ASHFORD & TALBOT

Maalouf Ashford & Talbot is among the world’s leading international law firms with offices in New York City, Dubai, Riyadh, Jeddah, Dammam, Al Khoper, Al Qatif, Cairo, Beirut, Baghdad, Erbil, Amman, Zurich, Hong Kong, and Shanghai, and affiliated offices in over 70 different countries worldwide.

Maalouf Ashford & Talbot’ s lawyers are internationally recognized as leading experts in the areas of International Finance Law, Mergers & Acquisitions Law, Oil & Gas Law, Energy Law, Private Equity Law, Project Finance Law, Asset Finance Law, Banking Law, Capital Markets Law, Corporate Law, Cross Border Law, Shipping & Maritime Law, Antitrust Law, Sharia Law, Compliance Law, Technology Media & Telecommunications Law, Pharmaceuticals and Biotechnology Law and Tax Law

Maalouf Ashford & Talbot, LLP has a worldwide reputation for quality of advice and breadth of expertise Their attorneys have delivered results in complex matters involving international trade and finance, mergers and acquisitions,

investment funds, energy, oil & gas transactions, IPO’s, private placements, and international arbitrations around the globe.In today’s heavily regulated and competitive world, corporations are facing greater scrutiny and confronting more arduous challenges than ever before Maalouf Ashford & Talbot lawyers are world leaders in creating new and innovative ways to assist their clients in meeting those challenges, rather than explaining to them why a deal “ can’t be done”. With a practice that offers unparalleled representation across a comprehensive range of legal areas, Maalouf Ashford & Talbot’s lawyers have the ability to anticipate obstacles, seize opportunities and get the deal done, and the experience and

know-how to prevent it from being undone

DR. JOHN J. MAALOUF

Dr. John J. Maalouf, Senior Partner of Maalouf Ashford & Talbot, is one of America’s top lawyers and is a globally recognized expert in the areas of International Trade & Finance Law, Corporate Law, Banking Law, Mergers & Acquisitions, Intellectual Property Law, Pharmaceuticals Law, Telecommunications Law, Oil & Gas Law and International Arbitration. Dr. Maalouf has been ranked as one of the Top 10 International Trade & Finance Lawyers in the United States for the past 15 consecutive years by the United States Lawyer Rankings – 2006 - 2020 Editions.

In addition to being one of the world's leading lawyers,Dr. Maalouf is also an International Arbitrator with the following Courts of International Arbitration and International Arbitration Centers:

New York International Arbitration Center (NYIAC - Member)

London Court of International Arbitration (LCIA)

Dubai International Financial Center/LCIA (DIFC/LCIA)

Dubai International Arbitration Centre (DIAC)

Abu Dhabi Global Markets Arbitration Centre (ADGM)

Swiss Arbitration Association (ASA)

Emirates Maritime Arbitration Centre (EMAC)

International Council for Commercial Arbitration (ICCA - The Hague, The Netherlands)

Financial Industry Regulatory Authority (FINRAUnited States of America)

Australian Centre for International Commercial Arbitration (ACICA)

British Columbia International Commercial Arbitration Centre (BCICAC)

GCC Arbitration Centre (Bahrain)

Hong Kong International Arbitration Centre (HKIAC)

Korean Commercial Arbitration Board (KCAB)

MAALOUF A SHFORD & T ALBOT A LAW FIRM SERVING GLOBAL CLIENTS

USA

Arbitration & Litigation, Banking & Finance, Capital Markets, Compliance, Corporate, Energy, Environmental, Full Service, Islamic Finance, International Trade & Finance, M&A, Oil & Gas, Shipping & Maritime, Tax

DUBAI

Arbitration & Litigation, Banking & Finance, Compliance, Corporate, Intellectual Property, Oil & Gas, Pharmaceuticals & Biotechnology, Real Estate, Shipping & Maritime, Technology, Media & Telecommunications

SAUDI ARABIA

Arbitration & Litigation, Corporate, Compliance, Intellectual Property, M&A, Oil & Gas, Regulatory

BAHRAIN

Arbitration & Litigation, Banking & Finance, Compliance, Corporate, Oil & Gas, Regulatory

EGYPT

Arbitration & Litigation, Corporate, Compliance, Intellectual Property, Pharmaceuticals & Biotechnology, Regulatory, Technology, Media &Telecommunications

IRAQ

Arbitration & Litigation, Compliance, Corporate, International Trade & Finance, Pharmaceuticals & Biotechnology, Regulatory

JORDAN

Arbitration & Litigation, Compliance, Corporate, International Trade & Finance, Pharmaceuticals & Biotechnology, Regulatory

LEBANON

Arbitration & Litigation, Banking & Finance, Compliance, Corporate, M&A, Oil & Gas, Pharmaceuticals & Biotechnology, Regulatory

MOROCCO

Arbitration & Litigation, Compliance, Corporate, International Trade & Finance, Pharmaceuticals & Biotechnology, Regulatory

Dr. John J. M aalouf | Senior Partner

john.maalouf@maaloufashford.com www.maaloufashford.com

48 Wall Street, 11th Floor

New York, NY 10005

Telephone: 212.537.5035

The H Dubai, Office Tower, Level 9

One Sheikh Zayed Road | PO Box 333975

Dubai, United Arab Emirates

Telephone: +971 4 705 0008

QATAR

Arbitration & Litigation, International Finance, Intellectual Property & Technology, M&A, Media & Telecommunications

CHINA Banking & Finance, Corporate, M&A, Oil & Gas

UK International Finance, M&A

BRAZIL

Corporate, M&A, Oil & Gas

Maalouf Ashford & Talbot has been honored as Law Firm of the Year for 2020 by the Global 100 in the following countries & categories:

The Power to Protect More

Laura Hammargren helps safeguard

3M’s products at a time when the public needs them most

By Keith Loria

From potentially life-saving technologies, like personal protective equipment, to adhesives and sticky notes, 3M products are everywhere. When Laura Hammargren began as senior counsel of litigation and preventive law at 3M in April 2019, she set to work overseeing a broad mix of litigation that protected 3M’s ubiquitous, science-based products. Little did she know how much her job would change less than a year later, when the COVID19 pandemic hit the US.

Working from her home office, Hammargren became part of 3M’s COVID19 fraud enforcement team, battling profiteers and counterfeiters that had set their sights on some of the most needed 3M products during the pandemic: N95 respirators, which help protect healthcare workers and first responders from the coronavirus. Since the outbreak began, Hammargren has been a key member of the company’s global effort to investigate more than nine thousand suspected cases of fraud, counterfeiting, and price gouging connected to these respirators.

“When the pandemic started, our respiratory business quickly increased production to meet the demand that was coming,” Hammargren says. “Because of that high demand, however, we soon started to see significant fraud in the channel. A lot of it was fraudulent offers with vastly inflated prices.”

3M worked closely with law enforcement to help stop the fraudulent activity. The company also brought civil lawsuits to deter future would-be bad actors and help recover damages to the company. As of December 2020, 3M’s effort had led to more than

Laura Hammargren

Senior Counsel, Litigation & Preventive Law 3M

twenty-five lawsuits in ten states and Canada. Many of the defendants have since settled, and 3M has donated the proceeds from the cases to COVID-19related charities.

While her job duties took an unexpected turn, pivoting is nothing new for Hammargren. In fact, her early career trajectory had her on track to become a writer, not a lawyer.

“I went to school for journalism and always liked to write and tell a compelling story in a concise way,” she explains. “When I was about to graduate college in 2005, I was in newspaper journalism and was unsure about where that career path would take me.”

A college sociology class on justice in society, where she learned about the analysis aspect of a legal career and the importance of writing in the profession, inspired Hammargren to consider law school. “It seemed like a great next step,” she says. She began her legal career in Minnesota, clerking first for Justice Helen Meyer (appointed by Jessie “The Body” Ventura) on the Minnesota Supreme Court. She later moved to large law firm Dorsey & Whitney before venturing to Chicago for a position with Mayer Brown in 2012.

While she enjoyed the experience, she always knew she wanted to find her way home to Minnesota. So when 3M retained Mayer Brown in 2018, Hammargren began work on the company’s legal matters full-time. When a position opened on the 3M in-house team as senior counsel one year later, Hammargren leapt at the opportunity to move closer to home while continuing her work for 3M.

In her role, Hammargren is responsible for providing legal and strategic business advice as well as overseeing complex litigation and investigations.

“It intrigued me because I get to work on really challenging matters, advise business leaders about litigation, and help the company navigate those matters with integrity,” she shares.

Hammargren also manages part of 3M’s litigation related to per- and polyfluoroalkyl substances (PFAS), which includes complex and dynamic environmental and product liability issues. In addition, she manages lawsuits involving 3M’s fall protection products and a variety of other investigations and litigation matters.

“We have complex litigation across the country related to PFAS. It’s a matter the company takes very seriously,” Hammargren says.

Looking ahead, Hammargren is focused on minimizing risks to 3M, educating her colleagues across the company on emerging issues, and trying to ensure 3M doesn’t fall into the pitfalls other companies have found themselves in. These skills are vital as litigation against major companies increases in frequency and

“[This role] intrigued me because I get to work on really challenging matters . . . and help the company navigate those matters with integrity.”

intensity and will continue to be a big focus in 2021.

Riding on the team’s recent successes with deterring N95 respirator fraud, Hammargren and the 3M litigation team seek to extend the streak to all of 3M’s diverse product offerings. “We have sixty thousand different products in a ton of different industries and purposes, and I find that fascinating,” she says.

These successes have also enabled 3M to have a greater hand in helping its customers navigate these difficult times. At the time of Hammargren’s interview, 3M had already donated $10 million to Direct Relief’s community health fund, $5 million to United Way’s community response and recovery fund, $5 million for several COVID19 R&D initiatives, and six thousand air-purifying respirators in addition to respirators, sanitizer, and more.

And with sixty thousand more products to protect, the opportunities to make an even bigger company and community impact are endless.

Meeting the Demands of Uncertain Times

Faegre Drinker joins our colleagues at Modern Counsel in celebrating Laura Hammargren’s exceptional work with 3M. Her tireless support and flexibility amid the uncertainty of the COVID-19 pandemic are appreciated by the legal community and citizens worldwide.

www.drinkerbiddle.com

faegredrinker.com

© 2020 Faegre Drinker Biddle & Reath LLP.

Crossing Cultures

A student exchange program showed Adam Rahal the importance of international experience. Now, he uses his language skills and legal acumen to help German bank Landesbank Baden-Württemberg (LBBW) thrive in the US and beyond.

By Zach Baliva Portraits by Peter Garritano

Adam Rahal tiptoed into the kitchen in search of a latenight snack. He opened the refrigerator to find nothing but milk, cheese, and a bowl of leftover porridge. What had he signed up for? Rahal was a guest in the apartment of an elderly German woman and staying outside of Frankfurt as a high school exchange student.

Although the experience was challenging, Rahal stuck with it. Now, he speaks German proficiently and serves as legal counsel in New York for Landesbank Baden-Württemberg (LBBW), a universal bank based in Stuttgart.

Rahal’s lifelong interest in the German language has served his career well, but it started somewhat on a whim. Tasked with picking between middle school French, German, and Spanish courses, Rahal opted for German over French to avoid following in his older brother’s footsteps. The five months he later spent overseas as a sophomore in high school changed his life. “Learning a foreign language and being immersed in another culture enriched my life and allowed me to gain a broader perspective,” he says.

Rahal returned to Germany to seek additional international experience through a semester abroad in Berlin during his junior year at Middlebury College. He subsequently interned for the US Foreign Service in Leipzig. Next, he earned his law degree from Pace University and landed a job as an associate at New York’s Shearman & Sterling. Things were looking promising for the young lawyer, but it was May 2008, and the world was about to change. By June, the stock market was plummeting as the financial crisis raged on. The partners approached their associates with a plan, and Rahal agreed to help the firm weather the impending storm by taking more than a year off with a stipend from his future employer.

While most people in his position may have been tempted to hike the Appalachian Trail or find a beachfront vacation home, Rahal made other plans. “I was determined to find a way to gain more international exposure and add more legal skills to my résumé,” he says.

Rahal went to the Hague in the Netherlands for a oneyear internship at the United Nations’ International Criminal Tribunal for the former Yugoslavia. There, he enlisted with the Chambers’ legal support team, working specifically on the team responsible for the trial of Radovan Karadžić, the Bosnian-Serb political leader who was eventually convicted of genocide, crimes against humanity, and other war crimes.

Adam Rahal Legal Counsel Landesbank Baden-Württemberg (LBBW)

Rahal then returned to Shearman & Sterling and spent three years in the respected firm’s real estate group. “Adam is a very clever and effective lawyer who is equally adept at counseling the bank on sophisticated loan transactions or complex regulatory issues,” says Paul Balaam, counsel at Shearman & Sterling. “He is extremely pragmatic and is never afraid to roll up his sleeves to reach resolutions that work for all parties concerned.”

Shearman & Sterling provided services to one client that was a perfect fit for a young associate with Rahal’s background and skills: LBBW. Soon, he was spending most of his time doing real estate work for the bank.

He joined LBBW full-time in 2013 to support a growing real estate division. The role, however, evolved as the bank continued to find success in the US markets. “Firm lawyers often think going in-house limits future growth opportunities, but I’ve learned that if you raise your hand, you get plenty of opportunities to add expertise in many legal and business areas,” he explains.

“Adam is much more than an ‘in-house’ counsel,” says Richard Lefkowitz, a senior partner at Riemer & Braunstein. “He has an extremely unique skill set and is able to act both as a lawyer and as a banker on sophisticated commercial real estate transactions. He has the ability to analyze issues from both a legal

perspective and a business perspective—and ultimately arrive at fair and equitable resolutions for both LBBW and its customers.”

Today, Rahal works at LBBW’s only US branch, which supports operations in Canada, Mexico, and Brazil. The work is varied. “There’s no such thing as a typical day here,” he says. One day he may draft a small corporate letter of credit, and the next day he may be leading the legal effort for a $1 billion skyscraper financing, interfacing with internal loan production teams, bankers from the lending syndicate, and leading negotiations with external lawyers.

As of December 2020, two big words consume most of Rahal’s time—LIBOR and COVID. The London Inter-Bank Offered Rate (LIBOR) is a global bank-tobank interest rate set to dissolve at the end of 2021. In preparation, Rahal is advising the team responsible for adjusting LBBW’s entire existing portfolio to accommodate a new reference rate in a volatile and unpredictable era. In doing so, he must work across

“Firm lawyers often think going in-house limits future growth opportunities, but I’ve learned that if you raise your hand, you get plenty of opportunities to add expertise in many legal and business areas.”

all aspects of the bank to ensure its systems and underwriting processes are ready to use a different benchmark rate.

The pandemic further complicated what was already a challenging season. After prioritizing regulatory compliance, operational continuity, and employee safety from the onset, Rahal continues to examine coronavirus and its impact on corporate and employer liability, changes of law, and the real estate market.

In what Rahal calls phase two, he moved to comply with the deluge of executive orders and respond to regulatory recommendations. At the same time, he was working across

Navigating through Complexity: Board-Level advice for global clients

the existing lending portfolio to negotiate temporary loanrelief measures to support LBBW’s customer-focused lending platform. Now in phase three, LBBW prepares to accommodate employees who are ready to return to the branch’s expansive thirty thousand square feet in Manhattan. The prime location opened in 2018 and represents LBBW’s continued commitment to the US market.

Rahal says it’s still too early to talk about lasting effects but believes digital signatures, cloudbased information technology infrastructure, and some workfrom-home accommodations will remain in place. But ultimately, he feels an effective collaborative working environment requires a shared physical presence to foster the interpersonal relationships, mentoring, and learning opportunities that are critical for companies to innovate and overcome hardships.

Looking back, Rahal says his decision to take seventh-grade German has paid off. He prefers to do legal work in English, but he can participate in premeeting small talk and casual conversations in Deutsche. That’s helped him build trust and gain credibility with his oversees counterparts. There may be just one drawback to Rahal’s decision to skip French class, though. His wife, whom he met while working at the Hague, is a maritime lawyer from France. They’re raising their new baby bilingually.

Under Pressure

Elite World Group’s General Counsel

Ayisha Morgan thrives in the high-stress but exciting environment that is the fashion and modeling world

By Lucy Cavanagh

Ayisha Morgan had always wanted to become a lawyer but knew she also wanted to stay closely connected to the business where she worked. To achieve that goal, she knew she needed to be both client facing and an integral part of a company’s day-to-day business functions.

Today, as general counsel of Elite World Group, the largest worldwide model management network, that is exactly what Morgan does: in addition to safeguarding the agency itself, she sticks up for the interests of the nearly four thousand models it represents.

Morgan’s parents heavily influenced her chosen career path—her father is also an attorney, and her mother previously worked in the fashion industry. “Their work was clearly a passion of theirs, and that had a big influence on me,” the GC says.

Eventually, Morgan’s mother decided to transition into psychotherapy, but even that move made an impact on her. In an industry like fashion and modeling, where emotions can run high, empathy is absolutely essential. To Morgan, that means creating a family-like environment where everyone feels seen and understood.

“It’s important that employees and their clients feel comfortable coming to me,” Morgan says. “Many of our models are young, and some leave their families to travel to the US for the first time. We want to ensure they feel taken care of. The same goes for our employees.”

Morgan began cultivating the skill set that would one day take her to Elite World Group in law school. Villanova Law offered a sports and entertainment track, which enabled students to develop a specialized knowledge of how the law applies to the sports and entertainment field, including talent management. Before graduating, Morgan earned an internship at IMG, where she worked in the legal and business affairs department supporting the sports and broadcasting division and gained experience in commercial contracts, intellectual property, contract negotiations, and talent management.

Though her time at IMG started as a summer internship, Morgan was hired as a junior contract lawyer after graduating from Villanova Law.

IMG was later acquired by Endeavor (formerly known as William Morris Endeavor Entertainment, or

WME). That acquisition transformed the company’s structure and gave Morgan the opportunity to move around to other departments, thereby diversifying her experience. She took her first step into fashion during her time with IMG Models and took an immediate liking to the work. “It’s a fast-paced, high-stress atmosphere,” Morgan says with a laugh. “In my role, it’s vital to be the calm in the chaos.”

Morgan recognized an opportunity to further grow her skills with the Society Model Management, which is known for its boutique-style strategy and approach to model management. The Society is also the New York agency of the Elite World Group, which operates agencies in all of the world’s most important fashion capitals, including Paris, Milan, and London.

Just a year and a half after Morgan was hired at the Society, the CEO of Elite World Group offered her the chance to become general counsel for the entire company. It was a big jump, but Morgan’s specialization in commercial deals, her experience with employee matters and litigation, and her approach -

“It’s a fast-paced, high-stress atmosphere. In my role, it’s vital to be the calm in the chaos.”

Ayisha Morgan General Counsel Elite World Group

ability and rapport with employees gave her the necessary foundation for the role. “I jumped right in with both feet,” Morgan recalls. “I was up for the challenge and couldn’t turn down the opportunity.”

As general counsel, Morgan’s day-to-day is highly varied: she attends to matters related to HR, commercial deals, risk mitigation, trademarks, company litigation, data privacy, and more. Of course, the COVID-19 pandemic has brought about a brand-new set of issues, but Morgan has helped guide the business through those challenges. She is determined to ensure that—no matter where they are working— models are safe while on set and employees are safe while in the office.

In addition to this focus on personnel safety, Morgan has been navigating the immigration issues caused by the travel bans instituted worldwide as a result of the pandemic. “Half of our models are foreign and need work visas in the United States,” Morgan explains. “When the pandemic started, many of them traveled home and were not immediately allowed reentry to the United States.”

Since the beginning of the pandemic in March 2020, Morgan and her team have been seeing to all these issues, along with the safe return of employees to the office and management of customer bankruptcies. According to the GC, they will continue to do whatever they can to support their models and enable them to have long-term, sustainable careers—a core value at Elite World Group.

“We want to cultivate more significant opportunities for our models and talent,” Morgan says. “We want them to have long-term credibility and success. My goal is to make sure my employees and their clients are well protected—I am committed to overcoming the pitfalls inherent in the traditional modeling world, and I strive for more transparency and diversity.”

–Brian

McDermott Will & Emery:

“McDermott Will & Emery congratulates Ayisha Morgan on this welldeserved honor and is proud to partner with her and Elite World Group. McDermott is widely recognized as one of the preeminent law firms in the world.”

Cousin, Partner, Leader of International Employment Practice

Home Court Advantage

Ohio sports fan Christopher Harrington grew up watching his favorite teams live and on TV. Now, he helps one of them, the Cleveland Cavaliers, build on their success.

By Zach Baliva

Christopher Harrington has witnessed some magical sports moments in Cleveland. In 1997, he attended the coldest game in World Series history and watched the Indians beat the Marlins, 10–3. He was there in 2002 when William Green ran for a sixty-four-yard touchdown with less than four minutes left to send the Browns to the playoffs for the first time since their return to the NFL. In June 2016, he saw the Cavaliers even the NBA Finals series after being down three games to one. Five months later, he was in the bleachers for game seven of the World Series.

Today, the Ohio sports fanatic is associate general counsel for the Cleveland Cavaliers organization. Not only does Harrington work for the Cleveland Cavaliers NBA franchise, he also provides full legal services to all other sports properties owned by the Cleveland Cavaliers’ parent company, Cavaliers Holdings, including the Cleveland Monsters (AHL), the Canton

Charge (NBA G League), and Cavs Legion GC (NBA 2K League). The Cavaliers organization also operates the Cavaliers’ and Monsters’ home venue, Rocket Mortgage FieldHouse.

Harrington tackles this demanding, high-volume job alongside General Counsel Meg Murray. “I love the pace of this business because it fast-tracks my development,” Harrington says. “I get to learn every aspect of what it takes to work in sports, and I’m trusted to show what I can do.”

Although many of Harrington’s counterparts in the NBA and other sports leagues are seasoned veterans, the gig is just his second job out of law school. And while the millennial lawyer comes from a generation sometimes stereotyped as lazy, coddled, and entitled, he’s proving those labels false.

Months after graduating from Cleveland State University’s Cleveland–Marshall College of Law,

Vinesky

Christopher Harrington Associate General Counsel Cleveland Cavaliers and Rocket Mortgage FieldHouse

Harrington joined the Brooklyn Nets and Barclays Center organization—now known as BSE Global—in September 2012. And he came at a critical time. Two days prior to his arrival, the organization opened Barclays Center, a nineteen-thousand-seat sports and music venue situated at the corner of Atlantic and Flatbush Avenues in Brooklyn. Soon after, the NBA’s New Jersey Nets officially moved to Brooklyn, bringing professional sports to the borough for the first time since the Dodgers’ exit in 1957. In October, BSE announced that the NHL’s New York Islanders franchise would play at Barclays Center starting in 2015.

From the start, Harrington kept busy at BSE. He performed transactional work, including putting together sponsorship agreements, completing compliance-related tasks, drafting sweepstakes rules, and editing vendor agreements. The next spring, when BSE won a major bid to renovate Nassau Coliseum, he got even busier. “I credit that era and two great leaders, Jeff Gewirtz (BSE Global’s EVP and chief legal officer) and Kari Cohen (now general counsel for the New York Red Bulls), who really invested in me, preparing me to excel in this industry and help set the stage for the work I do today.”

When major deals came up, Harrington’s mentors let him participate. He gained construction and real estate experience as BSE’s point person on a practice facility built for the Brooklyn Nets in Industry City, Brooklyn. He also assisted on the team’s major regional telecast agreement with the Yankee Entertainment and Sports (YES) Network.

Harrington enjoyed his time at BSE, but when a job opened up at the Cleveland Cavaliers, he couldn’t pass up the opportunity to return to Ohio and work for a hometown team.

The work in Cleveland is similar to the work in Brooklyn, and while Harrington says the pace can be less frenetic, the workload is higher. On any given day, he might be working on deals with corporate partners like Goodyear and Quicken Loans, a ticketing service provider like SeatGeek, radio broadcast partners like iHeart Media Cleveland, company vendors, and independent contractors, among numerous other parties.

To manage his workflow, Harrington flags and prioritizes every email that hits his inbox. He also relies on a custom contract processing and repository system that works with SharePoint, developed by an in-house “tech genius.” By using the tool, known as the Legal Depot, anyone in the company can submit an item for legal review and track each step of the workflow, using automated alerts and other integrated features.

Harrington leveraged his previous experience to play a major role as his organization “transformed” its arena. In February 2018, the organization’s business operations teams moved out of its in-arena office space to accommodate eighteen months of renovations. “Radio, TV, and arena deals are some of the biggest things we handle. They don’t come up often,” Harrington says. He helped negotiate and ran point on agreements with the general contractor and architect of record for the $185 million Quicken Loans Arena “Transformation” project. The new arena, which opened as Rocket Mortgage FieldHouse in September 2019, includes a striking glass facade, modern technology, new public spaces, and other modern upgrades.

Now, the organization is focused on navigating challenges related to the COVID-19 pandemic and bringing large-scale events back to its arena in a safe, responsible way. Harrington, an avid music

“I love the pace of this business because it fasttracks my development. I get to learn every aspect of what it takes to work in sports, and I’m trusted to show what I can do.”

fan and former manager of the LA-based indie rock outfit Primaveras, helps secure Rocket Mortgage FieldHouse’s live acts. “Sports, concerts, and other live events create a shared experience that just can’t be replicated,” he says. “We want to provide that special atmosphere for fans in Ohio and elsewhere.”

On June 19, 2016, Kyrie Irving hit a three-pointer with less than a minute left to cap off an electrifying NBA Finals and give the Cavaliers their first NBA championship in franchise history. Although the game was played in California, Harrington was one of the thirty-one million people watching on TV. As the final moments ticked off the clock, he joined other revelers outside and celebrated by hugging random strangers in the street. Harrington has been there for some of Cleveland’s best sports moments; now he’s helping create even more.

to our friend Chris Harrington on the recognition of his work with the Cavaliers.

Lynn Rowe Larsen and the Taft team are honored to work with you.

In Their Hour of Need

For Aflac’s Chandler Rohwedder, being a successful in-house counsel means understanding both her colleagues’ roles and policyholders’ exigencies

By Dan Caffrey

The word “insurance” usually conjures images of policies and paperwork, automobiles and hospitals, talking ducks and geckos.

But in the uncertainty of 2020, the term feels more closely associated with holistic concepts that go beyond selecting a plan for one’s home, health, or car—like warmth, safety, family, solace, and security.

Chandler Rohwedder has found that Aflac, where she currently serves as senior regulatory associate counsel, places a high premium on these ideas. A welcoming work culture was evident at the leading provider of supplemental insurance in the US as soon as she arrived at the company’s Columbus, Georgia, headquarters campus as a staff attorney in 2012.

“When I first started, the security guards were so nice when I drove onto the campus,” Rohwedder remembers. “They were waving at me and saying, ‘Hey, how are you? I hope you have a wonderful day.’ I said to myself, ‘Oh, that’s so nice. I wonder how they knew I’m a new employee.’ But I soon realized that’s the culture at Aflac. It wasn’t because I was a new employee; it’s because the people are so nice. It’s a great place to work. There’s a loyalty from the company to employees. In turn, the employees are very loyal to the company.”

Most important, Rohwedder says that this loyalty also applies to Aflac’s policyholders.

“I know a lot of people think insurance companies simply want to deny claims and pay as little as possible,” she says. “But that’s definitely not who we are. We really value our policyholders and want to give them a good experience and deliver on the promise of our policies.”

The majority of Rohwedder’s day-to-day consists of legal representation and regulatory work in the areas of data privacy and cybersecurity, so she doesn’t interact with policyholders as frequently as people in some other positions at Aflac. But the

Chandler Rohwedder Senior Regulatory Associate Counsel Aflac

The Perfect Balance

As a mother of two, Chandler Rohwedder considers a healthy work/life balance a top priority. Here are a few ways she finds her golden ratio:

•

“I learned from my father that we all have stressful days at work and that it’s easy to bring that stress home. But my dad never did. I try to do the same for my husband and our children. If you need to drive around the block a few times, do it. But leave it at the door. Don’t bring work stress into the house.”

•

“One of the things that I’ve found really valuable is setting aside time to think, which sounds so basic. But we get so busy that it’s easy to get stuck in a reactive mentality. To be effective and a good business partner, you have to set aside that time to think about a strategy, how the pieces fit together, and explore the options.”

•

“Ask for help. I’m the type of person who wants to do everything myself. Especially as a working mom, I’ve learned that we can’t do everything all the time. In asking for help and support from my working mom peers, I’ve actually gained wonderful, lifelong friendships.”

company constantly encourages employees in different departments to understand the scope of each other’s work. Rohwedder has accompanied various Aflac employees throughout their workdays, giving her a clearer idea of their connections with policyholders.

“As part of my training, I listened in on some of our call centers,” she says. “The people out there are so nice to our policyholders and really just go above and beyond trying to answer their questions. When people file claims, they’re usually in a time of need. Our company really wants to go out of our way to do the right thing and give our policyholders the proper support.”

But the most impactful experience for Rohwedder was when, at the urging of Aflac Executive Vice President and General Counsel Audrey Tillman, she visited one of the company’s market offices in Pennsylvania. Rohwedder describes the offices, which are spread throughout the country, as branches for the various boots-on-the-ground sales teams. She tagged along with a woman who had just started out as an Aflac agent. When she arrived at the market office, the agent told her they would be cold-calling fifty to sixty businesses in a single day.

“I was like, ‘You’ve got to be kidding me. There’s no way we can hit that many in a day,’” Rohwedder recalls. “But making those in-person cold calls gave me so much more respect for our field force and how much effort goes into selling insurance. By the end of the day, I remember I got back to my hotel room and I was exhausted. To this day, I think back on that memory. Because when agents come to us and they have a request that will help them keep an account, I have seen how much work it takes to even get that account and sell our products. I didn’t have a frame of reference for that before.”

Once the COVID-19 pandemic is over and Aflac’s employees are once again working side by side in Columbus, Rohwedder believes this sense of compassion and respect will be more important than ever. Coming back to a physical office space will no doubt be a sensitive issue for some employees, but she knows that as ever, the company will do its utmost to foster a welcoming workplace and keep employees healthy and safe.

“It just goes back to treating people how you want to be treated,” she says. “When someone needs grace, give that to them, because one day you’ll need it too.”

A leading example

It’s an honor to recognize Aflac’s Chandler Rohwedder. Chandler exemplifies Aflac’s spirit of excellence and innovation. She cares about doing the right thing and doing the best for those she serves. Eversheds Sutherland congratulates Chandler Rohwedder.

Mary Jane Wilson-Bilik Partner, Eversheds Sutherland mjwilson-bilik@ eversheds-sutherland.com

Michael Bahar Partner, Eversheds Sutherland

michaelbahar@ eversheds-sutherland.com

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“When people file claims, they’re usually in a time of need. Our company really wants to go out of our way to do the right thing and give our policyholders the proper support.”

If the Door Isn’t Open, Push It

From aspiring screenwriter to energy lawyer, Goldie Bockstruck of Spire has created a path all her own

By Natalie Kochanov

Goldie Bockstruck Director and Associate General Counsel, Regulatory Spire

Goldie Bockstruck didn’t want to be a lawyer at a natural gas company when she arrived at the University of Southern California as an undergraduate. Back then, the current director and associate general counsel of regulatory at Spire hoped to join the entertainment industry as a screenwriter.

It wasn’t until her senior year that Bockstruck began to reevaluate her plans. With her acceptance into the University of Missouri School of Law, she started down an altogether different path, one that has taught her the value of remaining open to avenues as unexpected as the field of law once seemed.

Although Bockstruck applied to law school with the intention of practicing entertainment or sports law, the law market had taken a downturn by the time she completed her degree in 2006. On the recommendation of the then clerk for the Supreme Court of Missouri, Tom Simon, Bockstruck applied for and secured a position as an assistant prosecuting attorney at the Cole County Prosecuting Attorney’s Office.

The role was a far cry from what she had once envisioned herself doing, but she didn’t feel like she could be picky when so many law school classmates were still struggling to find jobs. “The mindset at the time for me, and many others, was to network like your life depended on it, take advantage of every contact, and, most importantly, get some experience,” she explains.

During her four years at the Prosecuting Attorney’s Office, Bockstruck developed a specialization in domestic violence prosecution. She took pride in the meaningful nature of her work, which she extended into the community by instituting Cole County’s inaugural domestic violence program. She also chaired a committee on children affected by human trafficking, spearheaded by a local state representative.

As rewarding as the role proved to be, Bockstruck was ready to challenge herself even further. “I never wanted to be the person who was doing the exact same thing for three decades. I definitely fit the millennial mold in terms of switching jobs every few years,” she admits. “But it’s because I’m always looking for different experiences and ways that I could become better at what I do.”

“I never wanted to be the person who was doing the exact same thing for three decades. I definitely fit the millennial mold in terms of switching jobs every few years. But it’s because I’m always looking for different experiences and ways that I could become better at what I do.”

Bockstruck heard about openings at the Missouri Public Service Commission, a government utilities regulator, from then commissioner Robert Kenney, who would later be appointed chairman of the Commission. The prospect of learning about an area as niche and ever evolving as energy law appealed to Bockstruck, as did the collaborative nature of working for the Commission.

“It wasn’t just law that I focused on, but so many other facets as well. There was accounting and engineering. I had the opportunity to work with expert witnesses on some complex matters. That interested me a lot,” Bockstruck says of her involvement with the staff counsel’s and general counsel’s offices at the Commission. She continued to broaden the scope of her work when she became chief of staff to Chairman Kenney around two years later.

When the chairman’s term expired, Bockstruck chose to explore in-house options at energy companies. She landed on a corporate counsel position at electric and gas utility company Vectren, which CenterPoint Energy acquired in 2019.

Not long after Vectren’s acquisition, Bockstruck found out about an open position—the one that she currently holds—at Spire. At first, she wasn’t sure that her level of experience aligned with the requirements for a director-level appointment. Her mentors, however, encouraged her to pursue the role. “They knew that I had the abilities and the skills,” she says. And ultimately, “I knew that I did too.”

Building mentorship connections has been a key form of networking for Bockstruck, and she has certainly appreciated her legal mentors’ advice over the years. Yet she emphasizes that a strong network should span colleagues across multiple fields. Indeed, Bockstruck cites the relationships she’s forged with people in departments and industries other than her own as crucial to achieving goals throughout her career.

Bockstruck’s network has also reinforced her receptivity to diverse opportunities. Reflecting on her openness, she concludes, “You get the experience that you make. It doesn’t have to be the box that someone else puts you in. You have the power to develop a box for yourself.”

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Young Gun

U. S. Steel’s Scotland Duncan reflects on his journey in-house and encourages new graduates to leverage their connections and focus on things they can control

By Cristina Merrill

At thirty-nine, U. S. Steel Assistant General Counsel for Corporate Scotland “Scot” Duncan may technically be considered an older millennial. But he learned about his first role at the storied company the old-fashioned way: through a friend and former colleague.

Duncan joined Jones Day straight out of law school in 2009 as a corporate lawyer, specializing in mergers and acquisitions. While grateful for the many opportunities the firm gave him, he was intrigued by the idea of going in-house when he learned about the opportunity from a former coworker.

He started his new chapter in January 2016, and the move proved to be an excellent one. Today, Duncan enjoys a wide range of responsibilities and takes part in U. S. Steel’s larger vision and financial strategy.

“There is no average day,” he says. “I might go in with an expectation of what my day looks like, but it can pivot quickly. You have to be nimble.”

Duncan’s long list of accomplishments at U. S. Steel includes two promotions and playing a major role in a 2019 transaction in which U. S. Steel purchased a 49.9 percent ownership interest in Arkansas-based Big River Steel.

Scotland Duncan Assistant General Counsel–Corporate U. S. Steel

“U. S. Steel is an iconic company with an incredible history, and Big River Steel is one of the newest and most technologically advanced steel mills in North America. We see it as the ‘best of both,’ combining our complementary capabilities,” he says. “It’s an exciting move for us from a strategic perspective. That investment also included a call option, which gives us the chance to buy out the remaining 50.1 percent at our election within the next three years.”

He is also proud of his capital markets work at U. S. Steel. “We’ve done multiple offerings for several billion dollars in the five years I’ve been here,” he says. “I had no prior background in capital markets work, whether it’s debt or equity securities financing. It’s something I learned on the fly, and it’s a type of work I really enjoy.”

Duncan, a former military kid who moved a lot when he was younger, also likes working for a company that has been central to the history of his adopted city of Pittsburgh. Many of his colleagues are second-, third-, and fourth-generation U. S. Steel employees.

“It’s neat to be part of that history and keep it going for another 120 years,” he says.

As someone who graduated from law school in the middle of a recession, Duncan has plenty of advice for new graduates navigating the start of their careers in the wake of COVID-19. He saw many classmates—even some of the highest achievers—struggle to find jobs, have offers deferred, and take on fellowships for a fraction of what they normally would have been paid.

“I was one of the fortunate few, because Jones Day didn’t lower our salaries,” he says. “We started on time, and that’s something I’ll always appreciate. It’s simply the way they treated people.”

He advises students entering a world altered by COVID-19 to remain positive and leverage their network and connections.

“If you’re in school, pay attention to the things you can control,” he says. “Focus on your grades. Focus on your studies and pound the pavement. If you need to send out a hundred résumés, do it, but be thoughtful about it. A mass email blast is not useful. Take the time and make the effort to reach out to alumni and your network. Eventually, things fall into place with patient persistence.”

He advises law school graduates in particular to stay open-minded about the type of law they want to practice and their career trajectories. At one point in his career, for example, Duncan thought he wanted to be a securities litigator. Prior to law school, Duncan worked for a consulting firm in Boston that specialized in financial, statistical, and economic analysis of complex litigation matters, including securities litigation. The more he learned about the “combative nature” of litigation, however, the more he realized it wouldn’t be the path for him. He is glad he opted for corporate law and in-house life at U. S. Steel, where everyone works toward the same goals.

“The best part about being a corporate lawyer is that even though you negotiate hard with the other side and stand your ground on important matters, at the end of the day, everyone is aligned on getting the deal done. At closing, congratulations emails are sent by both sides, and pre-COVID, you had the occasional closing dinner,” he says. “I like the collaborative aspect of deal work.”

We join in congratulating Scotland Duncan at U. S. Steel on his recognition by Modern Counsel.

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

Sabina Clorfeine uses her extensive knowledge of diverse areas of law at Southern California Gas Company to support both the company and a team of future leaders

By Natalie Kochanov

The Energy to Evolve

WHEN SHE WAS GROWING UP, SABINA CLORFEINE’S South Asian family expected her to become a doctor or an engineer. Clorfeine, however, discovered that her strengths and passions lay elsewhere. A mock trial participant, she gravitated toward the problemsolving and evidence-based aspects of the legal process as well as its overarching theme of justice. These interests led her to pursue a career in law, a decision that has in turn led to her current role as assistant general counsel at the Southern California Gas Company (SoCalGas), a subsidiary of Sempra Energy.

After completing law school at the University of Southern California, Clorfeine entered the world of litigation at full speed. Instead of shadowing senior attorneys before arguing her own cases, Clorfeine represented clients in court once or twice a week from the get-go. In the process, she developed the ability to think on her feet and the confidence to push herself into unfamiliar territory.

Clorfeine spent about ten years at law firms before going in-house as senior counsel in Sempra Energy’s litigation department in 2007. “The position gave me an opportunity to learn about the various businesses that Sempra Energy owned,” she says, noting that utilities and unregulated businesses alike fell under her purview.

The familiarity she gained with the inner workings of the company allowed Clorfeine to step into the role of managing attorney at Sempra five years later. She embraced the position despite her lack of prior experience in compliance, one of the role’s major components. Fortunately, her knowledge of the company provided her with a strong foundation to fall back on as she balanced adhering to regulations with achieving business objectives.

Clorfeine jumped to yet another new area of law when she started leading the regulatory team at SoCalGas in 2015. “I was fortunate to be able to rely on a very talented team of lawyers as well as some exceptionally bright businesspeople as I was getting acclimated,” she says of this leap.

By 2017, Clorfeine had attained her current position, one that she refers to as “a perfect storm” because it demands expertise in all three of her past specializations: regulatory law, compliance, and litigation. But the position mirrors a storm in its unpredictability as

Sabina Clorfeine Assistant General Counsel Southern California Gas Company

Pa sich LL P cong ratu lates Sabina Clorfeine on th is wel l- deser ve d re co g nition

We help our clients reduce and transfer risk, and recover full value from their insurance and risk management assets. Whether it be risk review, the design of new insurance and risk management transfer concepts, insurance claim submission, litigation management, or the pursuit, when necessary, of arbitrations, lawsuits, and appeals, we help clients navigate tumultuous legal and business issues.

well. “No two days are the same, which makes the role a constant challenge,” she admits. “But it also keeps me interested in what I’m doing.”

Part of what makes Clorfeine’s role so unpredictable is its cross-functionality. The teams and groups that she oversees and works with span several sectors of the company, and her day-to-day interactions extend to such varied parties as board members, outside counsel, and regulatory agency staff.

“I always enjoy working with Sabina,” says Kirk Pasich, managing partner at Pasich. “She’s very insightful in considering legal issues, practical ramifications, and possible options. Sabina is detail oriented but sees the overarching issues. She’s an excellent lawyer focused on getting the best results.”

When SoCalGas employees began operating remotely in response to the COVID-19 pandemic, Clorfeine faced the additional challenge of adjusting her communication style and way of thinking to suit the unique circumstances of working from home. As one of the company’s leaders, Clorfeine felt a particular responsibility to her team members. “Making sure that the team still feels like it has a clear purpose is something that I truly believe in. It’s important for people to understand that what they’re doing matters,” she says.

To support her team and allow each member to feel heard, Clorfeine introduced the idea of holding an agenda-less meeting over video call at least once a week to catch up and share information. This meeting, along with casual team events and efforts to replicate the informal communication that used to occur inoffice, has allowed the team to remain coordinated and engaged regardless of their physical surroundings.

Expertise Spotlight

Pasich is proud to partner with Sabina Clorfeine and Southern California Gas Company. Recognized as one of the preeminent insurance recovery firms in California, Pasich focuses exclusively on high-value, complex insurance recovery and insurance broker malpractice claims and litigation. Our clients will attest to our team’s depth and breadth of knowledge. Known throughout the industry for being fearless in taking on difficult cases, we provide innovative solutions tailored to the client’s unique situation. The team’s analytical rigor enables us to develop factual arguments based on the nuances of policy language when insurers deny claims.

While the firm is experienced in all areas of insurance coverage, Pasich is best known in certain core areas, including coverage for wildfires and other natural disasters, directors and officers insurance, employment (wage and hour coverage disputes, COVID-19 business interruption claims), entertainment and sports insurance coverage, and insurance broker liability.

“Looking back, what I’m proudest of is not only how much I’ve been able to learn and grow personally but also how I’ve been able to support others as they learn and grow.”

Jones Day congratulates Sabina Clorfeine on her promotion to Assistant General Counsel for the Southern California Gas Company.

A superb thinker, lawyer, and friend, Sabina exemplifies the very best of our profession.

Why Jones Day?

Binding energy, conviction, and credibility arising from shared professional values.

- Los Angeles Business Journal

Clorfeine’s leadership extends beyond navigating the pandemic, of course. She has enjoyed serving as a mentor to others throughout her career, especially because of her heritage. “At the beginning, there weren’t a lot of people I could look up to who looked like me,” she says. The lack of South Asians, and South Asian women in particular, in law motivated Clorfeine to join organizations such as the South Asian Bar Association and Constitutional Rights Foundation and to prioritize lifting up diverse candidates.

SoCalGas shares Clorfeine’s personal commitment to diversity and inclusion. The fact that the company’s values match her own has only increased Clorfeine’s enthusiasm for her role, including her excitement about advising the company as it seeks to align itself with California’s ambitious climate goals for the coming years.

As valuable as her wideranging expertise has been to the company, Clorfeine emphasizes that her accomplishments are the result of teamwork—a collaborative attitude reflected in her leadership philosophy. “The mark of a great leader is not how many followers you have, but how many leaders you help to create,” she says. “Looking back, what I’m proudest of is not only how much I’ve been able to learn and grow personally but also how I’ve been able to support others as they learn and grow.”

“A REPUTATION FOR A CREATIVE AND OFTEN DISRUPTIVE APPOACH TO LITIGATION”

Propelling the Future, Maintaining Core Values

Apple Bank legal brings versatile legal and business acumen to propel the bank into the future while maintaining its core values

By Clint Worthington

WHEN JEFF HERBERT JOINED NEW YORK–BASED Apple Bank in August 2018 as general counsel, the bank was at a transformational crossroads. While traversing myriad regulatory requirements was one important aspect of this transformation, being an integral brick to building the bank’s sustainable future was another. To that end, Herbert took decisive actions to bring in legal expertise that could not only help address the current challenges but also foresee and navigate any potential challenges in the future.

Sumeet Chugani came on board in March 2019 to be the head of Apple Bank’s consumer legal division and deputy general counsel. Herbert rounded out his team with Head of Privacy Holly Amorosana, Head of Governance Marie Amerasinghe, Head of Commercial Lending Mark Perrin, Head of Regulatory Relations Greisana Muhaj, BSA officer and Head of

Financial Crime Compliance Matthew Willard, and Chief Compliance Officer Connie Moyer. In a little more than a year, including during the COVID-19 pandemic, the legal team has made tireless efforts to ensure that Apple Bank stands ready to address ever-changing regulatory requirements and that bank management continues to recognize the legal team as not only dedicated and diligent but diverse as well.

“There is a distinct skill set for this team,” says Herbert, who is also the executive vice president. “Both real-world and work experience, hustle, and the ability to adapt all play a role in how the members of the Apple Bank legal department help drive the bank’s goals and build its future, while most importantly, helping the bank navigate and control the risks ahead.”

For Herbert, cultivating a diversity of thought and work experience in the team is also critical—many of the legal team’s hires may be making a new shift to the banking sector, which brings valuable perspectives and creative solutions that aren’t often at the table. “I look for the overall best talent, and it just so happens that my hiring philosophy has resulted in me having many recent hires that have come from diverse backgrounds,” he says.

Colleagues outside of Apple Bank recognize how this mindset has developed a great team. “An effective legal function is essential for banking organizations, and Jeff and Sumeet have built a dynamic team with diverse backgrounds and experiences to navigate Apple Bank’s business and regulatory environment,” says Camille Orme, partner at Sullivan & Cromwell. “In analyzing new initiatives, they seek input from their team members, ensuring that a range of perspectives are brought to bear, benefiting the bank and its customers.”

“Apple Bank’s legal team not only represents the diverse and zealous customer base of New York; it also embodies the ethos of the bank,” Chugani says. He and Herbert have made it a priority to continue building the diverse legal pipeline. In one year alone, Apple Bank has hosted a diverse externship with New York Law School, participated in multiple pro bono programs, hosted diversity CLEs, and held its first summer diversity program with the New York City Bar.

“The building of a pipeline of diverse talent can often be stalled for the smallest of reasons, and when adding in a health crisis that significantly impacts the economy, the gap can be allowed to grow without

Jeff Herbert (left) EVP and General Counsel Apple Bank

Sumeet Chugani (right) FVP and Deputy General Counsel Apple Bank

congratulate Jeff Herbert General Counsel and Sumeet

Chugani

Deputy General Counsel at

Through strong leadership and clarity of purpose, Jeff Herbert, Sumeet Chugani, and their colleagues at Apple Bank have fostered a collaborative alliance Ingram Yuzek values. It is gratifying to be part of their team.

We

giving much thought to the future consequences,” Herbert explains. “We were proud that our board and executive team were fully supportive with ensuring Apple Bank moved forward with its 1L Diversity Summer Internship Program despite the pandemic.”

In their short time together, Herbert and Chugani have already cultivated a solid working relationship that aids their work in Apple Bank’s legal department. “We’re able to play off each other well,” Herbert says. “I can read something to him, and he’ll provide ideas I didn’t factor in.” They bounce ideas off each other, attend meetings in the other’s stead, and generally keep each other in the loop about legal, compliance, and strategic issues across the enterprise.

That collaboration has come in handy on a number of the legal team’s biggest initiatives at Apple Bank. Establishing deep-seated legal expertise and building a strong yet open culture has been critical and makes the bank’s stakeholders want legal in the room, Herbert explains. Having a strategic legal advisor at

the table was a priority for Apple Bank’s executives to assist with decision-making from both business and regulatory perspectives—which, in banking, always interplay. “That thought process may not have always been crystal clear, but now it is understood by all levels of management at the bank,” the GC adds.

According to Chugani, the business now places a higher value on the legal team’s expertise, both preproject and throughout the strategic decision-making process. “The business looks to us to help find solutions, versus just asking for approval or not, which is a very different dynamic.”

For both Herbert and Chugani, the next few years for Apple Bank will continue to be important and transformative, from core conversion to new fintech partnerships to launching products and services to meet changing customer needs. “This team puts in the time and sweat equity, even outside of what our legal sphere would be tied to,” Chugani affirms. “That’s because we care about Apple Bank and its future.”

The Apple Bank legal team gathers near Grand Central Station in Midtown Manhattan.

Significant Returns

THE CLASS WAS SERIOUS. TWO DAYS A week, Bruce Daise drove to a local H&R Block office for tax prep boot camp. He sat with a dozen other students interested in mastering tax preparation and nuanced tax filing requirements. After each three-hour session, Daise returned home loaded with pages of notes and hours of homework. After twelve weeks of instruction, he passed the final exam. The hard work paid off—Daise qualified to interview for a job as a tax preparer at H&R Block.

By Zach Baliva

Daise didn’t apply for the job; he was already busy doing legal work for the organization. The vice president, deputy general counsel, and chief privacy officer joined the iconic global consumer tax services provider in 2003. He took the official H&R Block Income Tax Course, which the company has been offering since 1978, to improve his own job performance. “Sometimes busy lawyers can get isolated at ‘corporate,’ which may lead to decisions being made in a vacuum,” Daise says. “But I knew that I would make better decisions if I

could gain perspective and more fully appreciate what impacts our tax preparers in the field.”

While the decision to enroll in the course may sound like a setup from Undercover Boss , it doesn’t surprise anyone who knows him well. A willingness to take on tough challenges, enthusiasm for teamwork, and commitment to service have come to define his life and career. A love of football and basketball in his youth helped nurture these passions.

“I played team sports throughout school and enjoyed being a part of something bigger than myself,” Daise explains. “Athletics showed me how important every member of the team is. Each person has a role to play, and we can only win if each person understands and executes his or her role well.”

The Midwest native attended Bethany College and the University of Kansas School of Law. Upon graduation, he joined Bombardier Learjet to support procurement and spent two years at law firm Martin Pringle before taking his

Bruce Daise joined H&R Block for the chance to become a corporate generalist. Nearly two decades later, he is still learning new and better ways to help the tax prep company thrive.

first in-house legal generalist role with Bayer in 2000. Right away, Daise noticed parallels between his corporate position and his time on the football field. “I had my first chance to become a true expert in a company,” he says, “and do my part to help the team achieve its strategic vision.” At that point, Daise knew that he had found his calling.

Two years later, he joined Sprint to provide legal support for its wireless communications services. The role was very specialized, focusing on business-tobusiness marketing and contract negotiations for large corporate accounts. The work, while rewarding, was relatively narrow in focus. Daise was one of hundreds of lawyers the telecommunications giant counted on to complete repeatable transactions and processes countless times every fiscal quarter. Although he was becoming a deep expert in his area, he was looking for the chance to broaden his role and make a bigger impact across an entire organization.

That’s when an acquaintance told Daise that H&R Block needed someone to help run the day-to-day legal function for a wholly owned subsidiary known as RSM

Courtesy of H&R Block

“Get comfortable with the fact that you don’t always have to be a subject matter expert in everything. Instead, become an expert in your company.”

Bruce Daise VP, Deputy General Counsel, and Chief Privacy Officer H&R Block

McGladrey. He would be responsible for providing legal support to the company in all areas across the board. It was a chance he couldn’t pass up.

H&R Block eventually divested RSM McGladrey, but Daise had found a home at the legacy company, which he says has been a perfect fit. “I love it at H&R Block because we have a local and global scope, but we’ve built a great reputation in our communities and retained our hometown feel,” Daise explains. Although the company generates about $3 billion in annual revenue, has eighty thousand employees during tax season, and has prepared more than eight hundred million tax returns, its headquarters are still on Main Street in Kansas City, not far from where brothers Henry and Richard Bloch founded the company in 1955.

Now, as deputy general counsel and chief privacy officer, Daise leads the US client services and international group, with legal oversight responsibility for H&R Block’s global assisted and DIY tax return preparation businesses. He and his team focus on numerous specialty areas, such as privacy and data security, intellectual property, marketing and advertising, business development, franchising, real estate, and strategic sourcing.

“Bruce dissects complex legal issues with surgical precision,” say Antonio Dias and Courtney Snyder, partners in Jones Day’s global financial markets practice. “He’s a seasoned professional, expecting us to deliver what he does—a mastery of the law, effective communication, and practical advice. It’s been a solid partnership.”

As Daise has progressed at H&R Block, he’s favored roles with a broad span and tried to avoid positions limited to one specific area. He wanted to become a generalist, a goal Daise says requires certain concessions. “Members of my team are sometimes deeper subject matter experts in their legal areas than I am, but I leverage my leadership skills and my big-picture strategic perspective to help put all the pieces together in a way that works best for the company,” he explains.

Members of Daise’s teams can take advantage of the many growth opportunities he provides. “I’ve stayed here for nearly two decades because I’ve constantly been asked to take on challenges and learn new skills, and that makes this job rewarding. I try to pass those opportunities on to others,” he says.

About fifteen years ago, Daise accepted the opportunity to oversee an important and emerging area—data

Expertise Spotlight

Jones Day is a global law firm with more than 2,500 lawyers in 43 offices across 5 continents. The firm is distinguished by a singular tradition of client service; the mutual commitment to, and the seamless collaboration of, a true partnership; formidable legal talent across multiple disciplines and jurisdictions; and shared professional values that focus on client needs. Clients tap our experience on complex transactions, high-stakes litigation, cybersecurity, capital markets activities, regulatory compliance, tax issues, and virtually every other type of legal matter impacting the modern national or multinational corporation.

Our global financial markets team comprises more than three hundred lawyers with deep experience in complex cross-border transactions, investigations, regulatory matters, and litigation and brings insight into market developments and trends on issues such as the rise of private capital and the growth of financial technology. We also have a deep regulatory bench— many with long-standing relationships at financial services regulatory agencies across the globe—advising on compliance, investigations, and enforcement issues.

CONGRATULATES BRUCE DAISE

privacy. Although the assignment was an add-on to another role, the area turned out to be instrumental to his career. Daise now leads a complex privacy program that is critical to the company’s successful operation and evolution.

That evolution revolves around an ever-expanding portfolio of services. When it comes to tax returns, today’s clients have more options than ever before. They can file their own returns online, file online with professional help, upload documents and let a tax pro complete the return, drop off documents for professional assistance, or sit down on-site for a traditional one-on-one meeting. As the COVID-19 pandemic and other factors change consumer behavior, H&R Block is looking to continue its expansion of digital solutions. Daise and his team are “intimately involved” anytime the company launches a new product or expanded services.

Although Daise’s legacy knowledge of the company and its prior initiatives helps, he’s careful about how he leverages that information. “It’s great to become an internal expert on your own company, but that knowledge shouldn’t become an obstacle,” he says. “It’s important to apply the learning but not assume the same conclusion.”

Daise is always willing to reevaluate an idea that may not have worked before when times and circumstances have changed. He has also worked overtime to develop strong relationships with his colleagues and make sure people in all departments are willing to come to legal with questions, ideas, problems, and concerns. He’s seen time and time again that the most engaged legal teams become the most effective legal teams.

These, of course, are the kinds of lessons one can only learn through experience. Daise says up-and-coming lawyers, especially those in generalist roles, should always be willing to try something new. “Be ready to say ‘yes’ to the tough problems,” he says. “Get comfortable with the fact that you don’t always have to be a subject matter expert in everything. Instead, become an expert in your company. Develop a service-oriented, creative approach. Be resilient. And most importantly, never stop learning.”

Boutique litigation firm with offices in Missouri and Kansas, representing clients throughout the country.

Jones Day congratulates our friend and client Bruce Daise on his continued leadership as part of the H&R Block legal team.

Why Jones Day? A true partnership based on communication, collaboration, conviction, and talent across specialties and jurisdictions.

On the Right Track

Kelly Reblin brings a sense of caring and lessons from years of competitive track and field to Kroger, where she is acutely aware of her work’s effect on the company’s associates

By Keith Loria

KELLY REBLIN COMPETED IN TRACK and field from elementary school through college. She still travels widely to participate in masters track and field events, including the javelin throw, where she is a three-time USA Track & Field Masters national champion. She often brings the lessons she has learned through competitive sports to her team at Kroger, the largest supermarket retailer in the United States.

As part of Kroger’s law department, she handles everything from retirement plans to health and welfare plans to executive compensation plans. It’s work she takes seriously.

“Since COVID-19 hit, we’ve exceeded five hundred thousand associates at Kroger,” Reblin says. “There’s potential to impact all those people, their families, and their communities, so I do feel this overwhelming pressure to do well and do right by the associates of Kroger.”

After graduating from Saint Mary’s University School of Law in San Antonio, Texas, Reblin worked in athletic compliance at Cleveland State University, where she was also the interim head coach for the women’s track and field team.

Having had a chance to try her hand at NCAA and other compliance matters at Cleveland State, Reblin joined a small insurance defense litigation firm. There, she received an assignment that didn’t seem big at the time but ended up having a lasting influence on her career.

“My employer had asked me to analyze a tax issue and to provide some research,” she remembers. “That’s really how I started in tax law. I took tax law classes in the evenings at Cleve-

Kelly Reblin Corporate Counsel Kroger

For this recognition and feature showcasing her many skills, talents and accomplishments.

land State University School of Law because I found it so interesting.”

She then landed a job at Kaufman & Canoles in Norfolk, Virginia, where she started her work in employee benefits. Next, she returned to Ohio, where she lent her expertise to a few law firms. She was working at Baker & Hostetler when she received a call asking if she would be interested in working for a corporation.

“Lo and behold, it was Kroger, and I thought that was a fabulous turn of events,” Reblin declares.

Reblin has had to navigate many challenges in 2020 because of COVID-19. Foremost among them was the Coronavirus Aid, Relief, and Economic Security (CARES) Act, which was designed to stimulate the economy during the pandemic. She explains that with employee benefits, events don’t typically move at a “breakneck speed.” She points to the Affordable Care Act as an example.

“With the Affordable Care Act, the benefits professionals knew something was going to happen, and everybody was talking about it, but nobody really knew how it was all going to work until the federal government provided guidance,” she comments. “Typically, an administration identifies an area of law to revise. Then proposed legislation or proposed regulations are issued, so we have an idea of how the government is, but nothing is final. And then somewhere down the road, maybe two or three years later, final regulations are issued, and we finally have a rulebook and a guide to follow as to how implement these new rules.”

That didn’t happen with the CARES Act. By its nature, it came at a hectic time: in spring 2020, as COVID-19 sent much of the nation into quarantine.

“Everybody in the office was sent home from work. We weren’t sure when we were going to get to go back to the office. And I

Vorys is proud to be a part of The Kroger Co.’s employee benefits legal team.

“Being an athlete, you just hunker down and do it. You just have to make sure that you’re working with the best facts you have at the time and make the best decisions you can for your associates."

took all my plan binders and all my guidance books to my car, not knowing if or when I'd ever see my office again,” Reblin says. “In the midst of all that and all the work that was still ongoing, the CARES Act popped up, which was a really good benefit for the impacted plan participants. It gave participants access to their retirement plan funds that they normally wouldn’t have been able to receive and provided some additional benefits on the health and welfare plan side as well.”

The Act’s quick passage made its implementation complicated. “We all had to make decisions on the fly,” Reblin says, determining what benefits Kroger should offer associates and what the impact of those benefits would be. “Instead of having time to sit down and go through the Act and analyze it, we really just had to do it, as we were in the middle of a pandemic.”

And as she often does, Reblin drew on her experiences in track and field to get the job done.

“Being an athlete, you just hunker down and do it,” she states. “You just have to make sure that you’re working with the best facts you have at the time and make the best decisions you can for your associates. I work with a fabulous team at Kroger, and they really look out for the associates. Working with them is really a blessing.”

Thompson Hine:

“Kelly is a deeply experienced, highly organized, strategic thinker. She addresses Kroger’s complex legal issues with creativity and excellent judgment while persistently resolving pressing challenges without losing sight of longterm objectives.”

–Nathan Holmes, Partner

Vorys:

“Kelly’s dedication and ease in navigating complex legal issues provides the Total Rewards team with a clear path to delivering innovative and competitive employee benefit programs to Kroger’s associates nationwide. We’re honored to work with Kelly.”

–Dawne McKenna Parrish, Partner

Publishing

2.0

Having led legal for every major digital endeavor at Simon & Schuster for two decades, Veronica Jordan helps the storied company find new ways forward

By Zach Baliva

SIMON & SCHUSTER (S&S) BOASTS SEEMINGLY endless digital offerings: e-audiobooks, e-books, language-instruction subscription services, and even a podcast. Authors participate in various online activities, from Facebook Live events to virtual book tours. As executive vice president and general counsel, Veronica Jordan has leveraged her legacy knowledge of the iconic publishing company, founded in 1924, to help it navigate the twists and turns of digital evolution.

While Jordan has deep expertise in content distribution and new media, she remembers when Simon & Schuster didn’t even have a website. She came to the company in 1995 to work on international higher education and K-12 matters and transactions as counsel. Simon & Schuster Online and simonsays.com, the brand’s first URL, followed in 1996.

As S&S stepped into the emerging digital environment, the small in-house team had to learn the space. Jordan, who came with three years of experience at Davis Polk & Wardwell and a clerkship under her belt, says that era set the tone for her career. “Typically, internal legal departments lack the kind of robust training programs that large firms have,” she says. “I had to learn by doing, figuring it out alongside my clients. I developed my skills deal by deal during a period of widespread industry transformation.”

In 1998, the company launched S&S New Media. Two years later, its Scribner Imprint made news by distributing Stephen King’s Riding the Bullet electronically, forgoing traditional publication. The first e-book cost $2.50 per download and sold more than four hundred thousand copies in its first day.

There was a lot at stake with the King book and other digital endeavors. “A publishing company succeeds on the great content its authors create and an effective strategy for promoting, distributing, and selling the works,” Jordan says. “The digital era brought a whole new set of threats to IP, and if we lose the IP, we lose our company.”

By Jordan’s third anniversary at the company in 1998, Simon & Schuster faced a corporate shake-up. Its parent company, Viacom, sold off its educational, professional, and reference publishing divisions to Pearson, making S&S a much smaller, standalone consumer publishing company. A new GC entered and tasked her most junior lawyer (Jordan) with a nascent area of opportunity: digital.

Jordan became a self-taught expert in emerging technologies as she crafted the ins and outs of digital deals for the next two decades. She advised on technology matters, marketing, media law, and consumer privacy issues; implemented the company’s Controlling the Assault of Nonsolicited Pornography and Marketing (CAN-SPAM) Act compliance program; worked with a cross-functional team to implement the EU’s General Data Protection Regulation (GDPR) compliance program; negotiated software licenses; enhanced e-book development deals, video content creation, and distribution deals; developed a homegrown social networking site; reviewed social media promotions; handled agreements for the company’s websites and apps; and performed prepublication reviews of manuscripts.

Jordan and her legal team are a critical part of Simon & Schuster’s backbone as it finds new ways to lead in digital publishing. In recent years, the company has announced partnerships with various tech companies, unveiling digital products and services ranging from e-commerce sites to online video courses.

In April 2019, after twenty-four years with the company, Jordan received what to her felt like a “surprise promotion” to executive vice president and general counsel. Although Jordan interviewed for the position, it wasn’t clear she would receive the job, given that previous GCs came from the parent or partner companies. Still, it’s difficult to imagine someone better suited for the job.

Veronica Jordan EVP and General Counsel Simon & Schuster

Jordan is using her new position to promote diversity. She advocated for unconscious bias training, a diversity town hall led by the CEO, and the hiring of a director of workplace culture and diversity. Twenty-five years ago, Simon & Schuster had few Black, indigenous, and people of color (BIPOC) employees. In the last decade, the company has made strides among the lower rungs of employees—but as in many companies, more is needed. Jordan has hired two lawyers, one of color, to join two veterans and a paralegal of color to round out her department.

Jordan is also pleased that her company has broadened the diversity of voices it publishes. She is particularly thrilled by the efforts of the children’s division, which publishes two prominent Black children’s authors, Jason Reynolds and Rachel Renée Russell.

In the second quarter of 2020, digital sales at S&S were up 44 percent, driven by the pandemic. Audiobooks are on the rise, and even print sales are holding strong. This is good news for Jordan. Not only because of the work that she does but because she believes in the power of a good book. “I’m Afro-Latina and grew up in an underresourced community. As a little girl, books changed my life because they gave me a window into a much broader world—one I was curious to explore,” she says. “It’s thrilling to be part of a company that can continue to provide that experience to so many other people.”

InfoLawGroup LLP:

“We at InfoLawGroup are thrilled to recognize Veronica’s accomplishments. Her ability to adapt to an ever-changing market and business demands is unmatched. I consider her a role model and mentor and deeply respect her work to promote opportunities for other attorneys both inside and outside her own organization.”

–Justine Young Gottshall, Partner

Davis Wright Tremaine is proud to support our client

Veronica Jordan

Executive Vice President and General Counsel, Simon & Schuster, Inc.

“As a little girl, books changed my life because they gave me a window into a much broader world—one I was curious to explore. It’s thrilling to be part of a company that can continue to provide that experience to so many other people.”

The Faces Behind the Stories

Michele Bradley ensures that the Vice Media Group workforce is as diverse as the content it produces

By Charlotte Foer

ALTHOUGH IT STARTED AS A TWO-PERSON TEAM making a sixteen-page zine in Montreal, Vice Media Group has become a news-delivering entity with offices in 35 cities around the world—collectively making more than 1,700 pieces of content daily through 5 distinct outlets. Vice’s presence has enabled it to dig deep into the global, multicultural human experience and deliver that experience to consumers anytime, anywhere.

It’s not just the company’s ability to deliver news about the complex and constantly evolving world that makes it so popular—it’s its ability to do it really well. In 2019, Vice was nominated for nineteen Emmy Awards for its content. And according to its website, Vice won four Emmys in 2020 for its “groundbreaking investigation of China’s treatment of the Uighur population in Xinjiang, the fall of the Islamic State, and a father’s plight to find his missing children lost to ISIS.”

Vice aims to deliver the raw, unfiltered stories of people navigating all walks of life. It’s tapped into every contemporary hot topic, from food to identity to race and equity. More so, it makes sure to reflect the subjects of the stories it’s delivering within its own walls. In 2017, Vice’s diversity and inclusion board of directors launched an initiative to revamp the company’s workplace and culture. This effort included the creation of multiple employee support groups for women, people of color, queer employees, and parents. It also included a more diverse staffing plan. Now, Vice’s global workforce is split evenly between men and women as well as nonbinary employees.

Naturally, a vast and unique team requires leadership that is also committed to fostering the team’s growth. One person on that team is Michele Bradley. A self-described “community builder” and “D&I advocate,” Bradley serves as Vice’s first-ever vice president of legal affairs and head employment counsel.

When Bradley filled her seat in 2018, it couldn’t have come at a better time. Joining a cutting-edge media outlet in the middle of a resurgence of social justice movements—#MeToo, women’s rights, and Black Lives Matter among them—Bradley worked closely with Vice’s chief legal officer and global chief human resources officer to ensure that every employee at the company had an equal chance at success.

With fifteen years of employment counsel experience under her belt, Bradley champions equity and inclusion by completing annual pay equity studies and diversity reports as well as ramping up recruitment strategy and training resources. Additionally, she handles all facets of litigation, union and labor relations, contracts negotiations, crisis management, and compliance efforts. In short, whether she's managing the employee-facing or litigation sides of Vice, there’s not much Bradley can’t do—and it shows.

“As the first employment counsel at Vice Media Group, Michele’s innovative and creative approach has undoubtedly left its mark,” says Kathleen M. McKenna, a partner in the labor and employment

500+ production personnel around the world

3,000 employees worldwide

25 languages spoken by Vice staff

43 percent of Vice Studios projects had women directors

Source: vice.com

department at Proskauer. “Her ability to handle even the most complex legal and business issues positions her as a star and leader among her peers.”

Of course, Vice isn’t Bradley’s first foray into employment law. She graduated with a degree in English from Spelman College, finishing number one in her major and top ten in the entire class. She went on to earn her JD from the University of Maryland School of Law, then gained experience in employment law at Jones Day, McDonald’s, and Blue Apron before making her way to Vice.

In addition to her full-time role, Bradley uses any extra time she has running her own consulting service, serving as cochair of the corporate counsel committee of the Black Women Lawyers’ Association, and volunteering for numerous community-based organizations, such as Acts of Love, Big Brothers Big Sisters of America, and Cabrini Green Legal Aid.

Throughout her life, Bradley has been dedicated to giving a voice to people who have been historically disenfranchised. In each of the positions she’s previously held, she’s worked hard to advance diversity, equity, and inclusion efforts. And at Vice, while the company is hard at work bringing stories from people around the world to the forefront, she’s the woman behind the scenes, giving every employee the chance to write their own story fairly.

More Than a Lawyer

“PEOPLE DO THE DARNDEST THINGS AT WORK. YOU will never be bored,” says Michaune Tillman, echoing an early supervisor’s words of wisdom at the start of her career.

Today, Tillman is the general counsel of Worthington Steel Processing, a part of Worthington Armstrong Venture (WAVE). But at the time, she was advising management on labor and employment issues—and finding partnering with human resources and business leaders to resolve issues incredibly satisfying.

“Oftentimes, the issues that I would tackle placed me in the trenches with leaders of the organization,” Tillman says. “Litigation is certainly a practice area where you have an opportunity to exhibit leadership. You are forced to learn the business to effectively defend the company. It also affords you an opportunity to engage with leaders to help them view issues through a different lens, particularly since emotions tend to be high in litigation.”

Her first taste of directly advising C-suite executives, however, came when Tillman stepped into the role of interim general counsel at Ricoh Americas Corporation.

“I got the bug,” Tillman says. “I definitely saw that I had an opportunity to be on the front lines of strategic decisions. My time in the interim general counsel role allowed me to have a seat at the table to help guide the overall direction of the business.

By Joseph Charney

“That experience also taught me to reach for the stars. From personal experience, I can say that, as women, we must avoid the temptation to second-guess our ambitions. We must allow ourselves to dream big. It is important to be willing to explore the possibilities and be intentional about challenging ourselves by seeking out stretch opportunities. We can’t afford to wait for those opportunities to be presented to us.”

In 2014, Tillman joined WAVE, a highly successful joint venture formed in 1992 between Worthington Industries and Armstrong World Industries whose products are the gold standard for ceiling solutions. WAVE develops, manufactures, and

Michaune Tillman leverages her skills, passion, and network to help shape Worthington Armstrong Venture’s future

markets ceiling suspension systems for commercial and residential markets.

As a member of WAVE’s executive leadership team, Tillman provided a broad range of strategic and legal support to WAVE’s board of directors and senior executives on matters ranging from M&A and other commercial transactions to human resources to compliance and ethics.

In her nearly six years as WAVE’s general counsel and vice president of human resources and compliance Tillman used her nearly two decades of experience in conjunction with her business savvy to help drive the company’s growth and advance the company’s “people-first” culture. In 2020, earning a promotion to general counsel of Worthington Steel Processing—a joint venture between WAVE and United States Steel Corporation that combined the two companies’ operations—only reinforced her commitment to furthering these aims.

“One of the special aspects of our company culture is we all have skin in the game,” Tillman explains. “That feeling of ownership and accountability impacts our expectations of one another, how we treat our teammates, and the quality of our work. Our employees are proud of the products they manufacture and work hard to exceed customer expectations—and they are keenly aware that how they treat one another and work together is a key factor in achieving this goal.”

Speaking of her past efforts to advance diversity initiatives, Tillman notes that she leveraged a wellestablished rotational program for college graduates, offered by the Worthington Industries side of WAVE, to hire additional diverse talent for various roles at WAVE. With full support from then CEO Charlie Chiappone, Tillman used her networks to recruit talent from new sources.

“He was very clear with me that he wanted to further increase diversity at WAVE in professional roles,” Tillman says. “While there are sometimes opportunities to promote diverse talent from within, when it comes to recruiting diverse external talent, you must also be willing to fish in new ponds to catch new fish.”

Luckily, the current CEO of WAVE, Douglas Cadle, is equally passionate about diversity and continues to champion this initiative. “He made it our goal that when we have open positions, we must have a diverse candidate slate, with a focus on both gender and ethnicity,” she explains. “Implementing new ways of recruiting has really made an impact for us.”

According to Tillman, “For any initiative to increase diversity to succeed, there must be engagement from the highest levels of the organization. The entire leadership team must have input on the development of the initiative and must clearly communicate the importance of the initiative as one voice.”

Tillman ensures that the focus on hiring diverse talent continues beyond the acceptance of an offer or onboarding. Tillman continues to mentor and provide resources to those diverse hires, and over the years, she has partnered with other leaders in the

Michaune Tillman General Counsel, Worthington Steel Processing Worthington Armstrong Venture (WAVE)

WAVE – Worthington

Armstrong Venture

www.constangy.com

organization to provide them with opportunities for advancement, including through stretch assignments. Tillman notes, “It is simply amazing to see what someone is able to accomplish once you’ve afforded them the opportunity to showcase their talents.”

As she reflects on her life’s journey, Tillman is happy and grateful for where it has taken her and her career. She knows there is much left to be accomplished, and she is looking forward to whatever challenges lie ahead as she continues to advise senior executives and board members. Quoting her favorite line from the Broadway hit Hamilton , Tillman enthuses, “There’s a million things I haven’t done, but just you wait . . .”

Constangy, Brooks, Smith & Prophete, LLP:

“As general counsel for WAVE, Michaune has unparalleled legal experience that makes her a strategic player in her industry. She has excellent problem-solving and leadership skills.”

–Don Prophete, Partner

Stradley Ronon Stevens & Young, LLP:

“Michaune is a visionary who leads with integrity. She is collaborative and inclusive in her approach. She brings great value to her CEO and aligns her internal teams with outside partners to achieve business objectives.”

–Deborah Hong, Partner

We are proud of our collaboration with, Michaune Tillman, and the entire Worthington Armstrong Venture (WAVE) legal team, who trust us to provide employment law counsel.

Stradley Ronon is proud to recognize the achievements and leadership of Michaune D. Tillman General Counsel, Vice President Human Resources

A New Kind of Defense

WHEN LOOKING AT THE CAREER TRAjectory of Jonathan Anastasia, it may seem like he had a sudden change of heart. After graduating from the United States Military Academy at West Point, he served in the US Army from 2001 to 2006, ascending to the rank of captain by the time he left. After that, it was on to a legal career that eventually brought him to Mastercard.

colonel), his uncle (who works as a litigator), and his brother, who’s currently at Locke Lord.

By Dan Caffrey

But Jonathan’s two seemingly separate paths are far more intertwined than they look on paper. This was not an instance of a soldier who suddenly wanted to become a lawyer. In fact, Jonathan’s own lineage was already populated by a long line of military personnel and counsel, including his father (who served in the Coast Guard), his grandfather (who was an Air Force

“There was this period knowing that I wanted to be part of the military,” Jonathan remembers. “At the same time, I had a bunch of lawyers throughout my family, and I probably knew when I was about fifteen that I wanted to be a lawyer. So it’s always been my mindset. I knew both things that I was supposed to do and was just figuring out the best way to approach it and go about it.”

Even while Jonathan was at West Point studying systems engineering, he made sure to fortify his schedule with law courses.

“One of my best memories was my constitutional law class,” he says. “We went down to the Supreme Court,

At Mastercard, Jonathan Anastasia fuses problemsolving strategies learned from his time in the military with his legal expertise to develop cyberintelligence solutions

heard a case argued, and we got to meet Associate Justice David Souter afterward. I was just struck by his incredible brilliance—the immediate recall of facts and the way he would lead the discussion in different ways. It wasn’t just the legal pieces of the analysis but how he brought together all of the elements in a way that immersed you. It was clear that you’re not just an attorney; you’re also a storyteller. That always stuck with me.”

Following his military service, Jonathan graduated from Brooklyn Law School before becoming an associate at Crowell & Morning. But it’s at Mastercard where he’s found the total convergence of the skills he’s picked up throughout his career.

“Don’t get me wrong—I loved my law firm,” he clarifies. “But at the same time, you’re driven by the billable hour.” Mastercard, on the other hand, offered a more dynamic environment. “At first, I was senior counsel at Mastercard Labs, which is the research and

development innovation hub of the company. It’s our internal disruption engine, designed to create new products and solutions throughout the organization and for our customers. I was just being thrown into the deep end of total innovation and seeing things in a completely different light. It felt like managing a start-up inside a major organization.”

In his current role as senior vice president of new security services and assistant general counsel of cyber and intelligence solutions—a position he’s held for close to two years—Jonathan supports the cyberintelligence solutions team, which figures out how to commercialize the methods Mastercard has developed to ensure the safety of its network, then provide those to customers.

“Back in the day, it was just the swipe card, then a chip card,” he elaborates. “It’s obviously expanded to people using their computers, their phones, or other devices. All the solutions we provide and have devel-

“When I think about the industrial defense base of the government, we provide agencies and soldiers on the ground with tools that will keep them safe. This isn’t all that different. It’s such a cool confluence of my past and my present.”

Jonathan Anastasia

SVP of New Security Services and Assistant General Counsel—Cyber & Intelligence Solutions Mastercard

oped are in the mindset of, ‘How do you continue to grow and support that wider ecosystem?’ Analytics, cybersecurity, artificial intelligence, biometrics, digital identity—all of those now go into what we refer to as ‘connected intelligence.’”

The scope of Jonathan’s work expanded once again in 2019 when, while at an off-site retreat, Mastercard President of Cyber and Intelligence Solutions Ajay Bhalla asked where the next big idea was coming from. How could the company keep generating services revenue while also growing it to help both the organization and its customers?

Jonathan had an idea.

“I had a hypothesis—what if we looked across cyberintelligence solutions?” he says. “So we picked out our cybersecurity tools, our AI tools, our biometric tools, and our digital-identity tools, then dropped everything into a start-up. We unmoored these tools from financial services so they were unrelated to payments, and we started going after an entirely different segmentation. Would that start-up have value? I believed that yes, it would.”

These days, Jonathan is essentially pulling double duty, performing all his previous roles while also managing this New Security Services business team. The goal is to use the technology in places where it’s never been used to generate new revenue streams. While everything is still in relatively early stages, Jonathan is enlivened by the challenge, especially as he gets to draw from his time in the military.

“When I think about the industrial defense base of the government, we provide agencies and soldiers on the ground with tools that will keep them safe,” he notes. “This isn’t all that different. It’s such a cool confluence of my past and my present.”

ARHMF:

“In our years of working together, Jonathan has consistently proven to be a highly skilled lawyer. His leadership extends beyond day-to-day legal work, as evidenced by his expansion of Mastercard’s work with diverse, minority firms.”

–Asnardo Garro, Partner

Gannett Goes Big in Giving and Growing

By Donald Fricke

NOW, MORE THAN EVER, NONPROFIT and community assistance organizations have been called to the front lines of the COVID-19 pandemic to help those who have lost their jobs, homes, and health as a result of the worldwide shutdown. In 2020, as the number of those in need skyrocketed, many community organizations dug deep into their resources to tackle their missions, often struggling to keep up with the increased demand for their services.

Through the Community Thrives program, the Gannett Foundation—the nonprofit arm of the world’s most widely circulated publishing company, Gannett— has endeavored to bring money to organizations that needed a helping hand with a $2.3 million grant. The crowdfunding and grant program is in its fourth year, but the events of 2020 brought a much more significant focus to organizations that aid neighborhoods and communities. This year, crowdfunding efforts alone raised $5.6 million in funds.

Grants from the Gannett Foundation are awarded based on the proposed projects’ viability, sustainability, community need, and services provided to historically disadvantaged groups.

“The Gannett Foundation grants will support our readers’ top communitybuilding ideas to help address local needs and ensure a vibrant, healthy community. We are committed to work in partnership to help our communities connect, act, and thrive,” said Gannett Media president of news and Gannett Foundation vice president Maribel Perez Wadsworth in a Vineland Daily Journal article.

Saint Paul–based nonprofit 30,000 Feet was one of the organizations awarded a Gannett Foundation grant in 2020. The nonprofit is dedicated to empowering African American youth through initia-

tives such as after-school programming, art residencies, and a technology education program. Kevin Robinson, 30,000 Feet's cofounder, told USA Today the grant will go toward a 4,000-square-foot community space for a multitude of purposes: graffiti artists, spoken word poetry, coding academies, and even protest planning.

After the shooting of George Floyd in nearby Minneapolis, Robinson felt he needed to do something immediately. With Gannett Foundation aid, he hopes 30,000 Feet’s Black Arts Center will open in February 2022.

The Power Behind the Throne

Gannett’s ability to give back to its communities comes in part from its presence in so many communities. The company owns the ubiquitous USA Today along with a huge swath of local and regional papers, ensuring that most Americans regularly interact with a Gannett property. Given USA Today ’s massive footprint and Gannett’s business operations in more than forty states, it’s easy to imagine a law department consistently on its toes.

That legal effort rests partially on Assistant General Counsel Didler Diels’s shoulders. A fast riser, Diels accrued time at well-known firms doing complex transactional work prior to going in-house at Faraday Future. He came to Gannett in 2017. Diels’s tenure includes the New Media Investment Group’s 2019 announcement that it would be purchasing Gannett.

The intricacies of creating the United States’ largest newspaper have undoubtedly taken up a significant portion of Diels’s schedule. The merger brings together 260 daily papers and assorted weeklies. It is a landmark deal in publishing. According to the New York Times, as a result of the merger, a single company effectively owns one in four papers across the country.

The future of the newspaper business may lie in Gannett’s hands. It’s a heavy responsibility for a newly merged company, and as always, there’s no doubt that the legal team will remain vigilant in protecting the company’s expanding assets.

Beckage PLLC:

“Beckage is proud to work with Gannett Media and support Didier and Gannett’s Rebuilding America initiative in helping businesses adapt to a postCOVID-19 economy. Our law firm applauds and supports such innovation and forward thinking.”

–Jennifer A. Beckage, Esq. CIPP/US, CIPP/E

Coffee Culture

By Zach Baliva

KATINA THORNOCK SOUGHT OUT A 1L SUMMER INTERNSHIP. THE first-year student at the Seattle University School of Law perused the listings, hoping to land something interesting. She read about pro bono projects, clerkship programs, public service fellowships, and judicial externships. After skipping over several typical openings, Thornock finally settled on one that seemed especially interesting—a position with a growing in-house legal team at a local coffee company.

The company—Starbucks—was closing an aggressive decade. It entered the 1990s with eighty-four locations. In 1999, when Thornock landed her internship, that number had climbed to nearly 2,500. “It was exciting to learn from a small legal department of a company in growth mode,” Thornock says.

That year, the iconic coffeehouse chain opened stories in China, Kuwait, Lebanon, and South Korea and acquired both the Tazo Tea and Hear Music brands. As part of a small legal department, Thornock made significant contributions and observed how a good in-house team helps a business meet its objectives. Although the summer went by quickly, the experience left a lasting impression on Thornock. Similarly, Thornock impressed Shelly Milano— Starbucks’ general counsel at the time—who invited her to stay on through the school year.

Katina Thornock made her own way to college and put herself through law school. Now, the D&I advocate is helping others advance as part of the strong legal team at Starbucks.

Thornock graduated in 2001 and started her career as a criminal prosecutor in Washington’s Pierce and King counties. She later joined the boutique firm Reed McClure, where she gained experience in medical malpractice, personal injury, and product liability. After nearly four years, a national firm came calling, and Thornock joined Cozen O’Connor as an associate attorney in the global insurance group.

While at Cozen O’Connor, Thornock continued to broaden her expertise. She added commercial and insurance coverage litigation to her growing list of legal skills and earned a spot on the annual list of Washington Rising Stars in Washington Law & Politics. That’s when Thornock received an unexpected phone call from a friend—the legal team at Starbucks was seeking to add a litigator.

Ten years after her internship, Thornock rejoined the organization as a corporate counsel, litigation. While she recognized the company’s innovative spirit and strong corporate culture, a lot had changed. By 2009, Starbucks had grown to 16,635 locations. Today, Thornock is director, managing corporate counsel of the same practice group, and the company has more than thirty thousand stores in seventy countries worldwide.

The role is a demanding one. As the leader of the litigation team, Thornock is responsible for overseeing tort, commercial, real estate, intellectual property, discrimination, and Americans with Disabilities Act (ADA) litigation for Starbucks in North America. Additionally, she manages a team of highly skilled lawyers and paralegals that advises the business on matters related to global safety and security, risk management, store operations, store development, and supply chain operations.

Thornock can’t remember a time when she didn’t want to be a lawyer and lists Thurgood Marshall as her most impactful role model. As a young girl growing up in a family that struggled to make ends meet, she didn’t have many other options. Like Marshall, she’d have to blaze her own trail. “I saw education and the legal profession as my way out, as my way to a better future,” Thornock says. “And I knew there was a real opportunity to make a difference through law.”

If there’s one word that defines Thornock, it’s relentless. She juggled multiple jobs to pay her way through college, becoming the first person in her family to graduate. Then she traveled to Washington, DC—a city she had never visited before—to work on Capitol Hill. Next, she supported herself through law school while also participating in the Women’s Law Caucus, Moot Court, and the Black Law Students Association.

The challenges she experienced solidified Thornock’s belief that lawyers can leverage their vocations to make a lasting impact, and she has found plenty of opportunities to do so at Starbucks. “We’ve tried to reframe the role of a for-profit company in the national lexicon, and we’ve shown a willingness to address social issues

Katina Thornock Director, Managing Corporate Counsel, Litigation Starbucks Coffee Company

and challenging topics in a way many other companies haven’t,” she says.

In 2018, a Starbucks store manager sparked public outrage by refusing to let two African American men use the restroom. Starbucks CEO Kevin Johnson, General Counsel Rachel Gonzalez, and other leaders led the effort to temporarily close all domestic stores to conduct antibias training. The decisive response underscores the Starbucks commitment to diversity and inclusion.

The company is taking active steps to address pay equity and other cultural issues that negatively affect women and people of color. And the work is beginning to yield results. For example, in 2019, Starbucks achieved 100 percent pay equity across race and gender in similar roles in the United States.

Thornock, a passionate D&I advocate, is a past cochair of the legal department’s Diversity and Inclusion Committee. Each year, the committee assesses partner law firms’ efforts to meet certain D&I guidelines. Those who demonstrate consistent commitment and meaningful progress in certain benchmarks receive the Starbucks Excellence in Diversity & Inclusion Award. Starbucks has completed a survey of its outside firms and global legal service partners each year since 2009.

While the legal profession has made progress, it is still one of the least diverse professions in the United States. According to surveys conducted by the American Bar Association in 2017, just 35 percent of lawyers are women. In terms of ethnic diversity, Latinos and African Americans in law total just 5 percent each, while Asian Americans comprise 2 percent and Native Americans 1 percent of lawyers.

Thornock wants to see those numbers change. “Our profession needs to be more reflective of society as a whole in terms of gender and racial diversity,” she says. “We’ve made some progress, but we have a long way to go.” Starbucks is leading the way. As of June 30, 2019, 68 percent of US partners (“employees”) and 43 percent of its senior leaders are women. Beyond that, 46 percent of US partners and 15 percent of senior leaders are people of color.

“Katina is a trailblazing thought leader on issues relating to D&I,” says Bambo Obaro, a litigation partner at Weil, Gotshal & Manges. “One of the things I appreciate most about her is she walks the walk when it comes to D&I, which is essential for progress.”

For many companies, D&I stops with race and gender, but Thornock says Starbucks is taking a more holistic approach to create a “culture of belonging where everyone is welcome.” That means the company is addressing issues related to age, sexual orientation, veteran status, and disability. Starbucks has been recognized for its commitment to hiring people with disabilities and creating accessible environments. Thornock, who has seen these issues affect family members, has served on boards of related advocacy groups and is proud to be associated with a company that is leading in all aspects of D&I.

It’s been a long time since Starbucks opened its first shop in Seattle’s historic Pike Place Market. Fifty years, to be exact. Over those five decades, the company has made good on its promise to make an impact. The company has made recent commitments to hire thousands of veterans and refugees. Last year, The Starbucks Foundation announced $1 million in grants to foster racial equality and elevate one hundred communities in the United States. In 2019, the same organization gave $1.4 million to help underprivileged youth and students in advancing their careers and overcome the barriers they face.

Thornock knows what that’s like. She’s been there. And now, she’s helping support a company that seeks to provide opportunities that didn’t exist before.

Editor’s Note: At press time, Katina Thornock was no longer with Starbucks.

“We’ve tried to reframe the role of a for-profit company in the national lexicon, and we’ve shown a willingness to address social issues and challenging topics in a way many other companies haven’t.”

A Track Record of Success

Weil congratulates our friend and client Katina Thornock on all her accomplishments and well-deserved recognition in Modern Counsel

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The Proper Mix of Ingredients

Ferrero North America’s Beth Kotran sees diversity as an all-around winning strategy for the fabled chocolate and confectionery company

By Frederick Jerant

AN APPRECIATION

FOR DIVERSITY

DRIVES BETH KOTRAN, region general counsel and secretary for Ferrero North America, in both her personal and professional lives.

The award-winning attorney has long recognized the value of garnering experiences and insights from disparate sources. As an undergraduate at Skidmore College, she double majored in government and music. “I started playing flute in elementary school and quickly fell in love with it,” she says.

But as graduation neared, she found herself facing a decision—become a professional musician? Or have a stable career?

She chose the latter and subsequently enrolled in the Dickinson School of Law at Penn State. “I’d always been interested in government and politics, even before I started high school,” she says. “I was drawn to the idea of defending or protecting things and enjoyed arguing positions.”

Kotran focused on the creative side of law, including trademarks, copyright, and other intellectual property. She served as senior editor of the Dickinson Law Review and took first place in the American Society of Composers, Authors, and Publishers (ASCAP) Nathan Burkan Memorial Competition. She also worked as a summer associate for Amster Rothstein & Ebenstein, a boutique firm specializing in intellectual property law, and later launched her career there as an associate. Kotran next had a short stint with Goodwin Procter, a Global 50 firm, followed by nearly nine years with Cadbury Adams USA, which produces chewing gums, mints, and similar products.

As her career progressed, she consistently prioritized opportunity overcompensation, seeking out chances to learn. Her work at Cadbury started with the beverage business, which at the time included famous beverage brands such as Snapple, Stewart’s root beer, Yoo-Hoo,

and Orangina. “Most of my work was focused on the legal aspects of advertising, promotions, and marketing. A year into my employment with Cadbury, the company acquired the gum and mints brands from Pfizer.”

She describes the time period at Cadbury as “a competitive era for chewing gum, with Cadbury and Wrigley fighting for share in the gum market.” This led to battles at retail, on television, and in other advertising, well before the era of social media, influencers, and behavioral advertising. This experience, together with the other general areas of law that Kotran learned about under great mentorship at Cadbury, paid off when she joined Ferrero in 2010.

Being owned by a European parent creates the need to understand, for example, the difference in legal practices. “North American contracts are precise and comprehensive. But in Europe, situations that aren’t spelled out in the contract can often be resolved using their codified civil law.

Beth Kotran Region General Counsel and Secretary, North America Ferrero North America

“While Ferrero had been a player in the US marketplace since the late 1990s, developing and establishing largescale awareness of the company and its products, namely, Nutella hazelnut spread, Tic Tac mints, and Ferrero Rocher fine chocolates, created a bit of a learning curve for US consumers,” she says. “In Europe, Ferrero products are widely recognized as premium products; in the US and Canada, Ferrero products are less common, creating a need to ‘explain’ to consumers that its chocolates are unique and made with the highest level of quality and care.”

Kotran notes that prior to Ferrero’s growth, she was its only lawyer in the US. In 2017, Ferrero acquired Midwest chocolate manufacturer and retailer Fannie May Confections. In 2018, the company acquired the chocolate brand portfolio from Nestle, which includes such iconic favorites as Butterfinger, Baby Ruth, Crunch, and other chocolate confections.

When these acquisitions took place, several domestic manufacturing locations were included as a result, which was a first for the company and led US-based warehouses to store the growing inventory of products. The company also had to deal with e-commerce, technology contracts, credit-card payment processing due to the retail aspect of the business, privacy regulations, supply chain and logistics, and advertising and marketing throughout the US, Canada, and Puerto Rico, Kotran adds.

Merging or acquiring companies is a complex process, but Kotran sees it as an opportunity to broaden her own knowledge. “It’s often like a treasure hunt. You discover things that are new and interesting—and things that others may not have identified.”

Kotran and her team take an active part in Ferrero’s advertising and marketing programs. “Very often, a legal staff is known as the ‘no’ department, but we like to come up with unique ways to address issues,” she says. “It demonstrates that we want to work with them to get them to ‘yes’ and at the same time, also helps us point them in the direction of compliance.”

For example, the execution of a promotional program might be too complex for its allotted developmental time frame. The legal team could suggest trimming some elements without diluting the overall effect.

That kind of input is a side benefit of using in-house attorneys, and Kotran has preferred that option throughout her career. “In private practice, you resolve a particular issue and move on without seeing how your efforts have impacted the overall picture. But as in-house counsel, you can follow a project from conception to its appearance on store shelves or in TV commercials,” she says. “You see the results of your work, and your clients see you as a key business partner.”

“Beth is not only an excellent lawyer but also a great asset to her company because she makes decisions that advance the business goals of the company in a judicious and practical way. She is professional, poised, and a living and breathing example of Ferrero’s global commitment to their customers through innovation and the highest standards of quality,” explains Daniel R. Guadalupe, cochair of Norris McLaughlin’s litigation practice and outside counsel for Ferrero North America.

As her legal responsibilities grew, Kotran realized she needed more legal firepower than one person could

“As a consumer packaged-goods company, we need people from the same generations and backgrounds as our consumers . . . . Companies need to adapt and develop new ways of thinking.”

provide and successfully pitched growing the team. “After all, the legal department supports every part of the company and is involved in practically every intersection and interaction among them.”

Kotran’s current legal staff includes five attorneys in the US and one in Canada as well as a paralegal. Typically, each attorney is responsible for specific brands and certain specialized areas, such as sales and supply chain, as well as coordinating with the company’s centers of competence based in the European headquarters.

“When I hire an attorney, I need someone who can handle what we’re already doing but can bring something extra to the job. Specific experience in e-commerce or retail sales, for example,” Kotran says. “It expands the department’s knowledge base and helps us to be properly staffed in anticipation of the company’s needs and growth agenda.”

Another hiring priority is greater diversity. “Having a good mix of backgrounds and experiences leads to diversity of thought, and that’s an important factor when building a department and a company overall. There are now four different generations in the workforce, and they all have different points of view, come from different backgrounds, and have different cultural foundations,” Kotran says.

“As a consumer packaged-goods company, we need people from the same generations and backgrounds as our consumers. For example, a marketing team composed solely of men may not understand the needs and desires of mothers with young children. Companies need to adapt and develop new ways of thinking.”

Ferrero provides numerous growth and development opportunities, but Kotran supplements them with her own contributions for her legal team, which won an In-House Impact Award from the New Jersey Law Journal ’s 2020 Professional Legal Excellence Awards. “It’s not easy to go from the law firm setting to becoming an in-house lawyer. Working with the members of my team to help them recognize the differences and helping them with risk assessments and other necessary in-house skills helps them become better lawyers and businesspeople.

“It’s important as a manager and leader to know when you should allow someone to work independently on a project,” Kotran continues. “Of course, it’s always possible that something may go wrong, but that becomes

another learning opportunity. Lawyers are not infallible. We are interpreters of the law, and interpretations can differ. In the end, they become better lawyers, and the company benefits as well.”

In reflecting on her varied career, Kotran has no regrets.

“I became a lawyer to apply the law, not to become wealthy,” she says. “It’s always been important to me to work for a company that offers products I feel good about and has strong ethical beliefs as a core value. I’ve had amazing experiences working in-house, and I’ve learned a lot.”

“It’s always been important to me to work for a company that offers products I feel good about and has strong ethical beliefs as a core value.”

Pivot

Showcasing prominent in-house attorneys who capably adapt to changes in their companies, industries, and personal and professional lives to carve out new paths through imagination and reinvention

For Divya Mehta, the journey to a senior leadership role at KONE has been rooted in empathy, relationships, and being comfortable in her own skin

By Billy Yost

Be Yourself, All the Time

Divya Mehta is warm and outgoing. She genuinely enjoys talking to people, and it’s easy to hear her smile over the phone. At one time, the current senior vice president and general counsel at KONE thought these qualities were detrimental to her career. Whether it was the traditional idea of a “work persona,” strictly separate from one’s personal identity, or the socially pervasive leadership ideal of a great leader as someone who is stoic and reserved, it’s been a long journey to feeling comfortable in her own skin.

The most decisive blow to Mehta’s assumptions about what a work persona means and who a leader can—or should—be came from the legal department that she now leads at KONE, a prominent global elevator and escalator company. Mehta’s acceptance of a leadership role in KONE’s legal department in 2020, after six years in-house, happened to coincide with a year that redefined all expectations of what “normal” means. The transition went better than expected. “Change is never easy, but from what I’ve seen of the department, they have really stepped up to the challenges of 2020 and are empowered and engaged employees,” Mehta enthuses.

SVP and General Counsel KONE

KONE’s trial lawyers appreciate her leadership in navigating the challenging legal environment of 2020. Tom O’Connor, a litigation partner at Ansa Assuncao, says her new team-building approach has created a framework for outside counsel to coordinate legal strategies more effectively with the company’s decision-makers.

Mehta’s path to her current role has had its share of curves, and if there’s one message she wants to communicate to people at earlier stages of their careers, it’s that “there’s no one ‘right way’ of doing things to achieve what you want.” It’s common for people to feel uncertainty or doubt as their careers progress, even for those who project confidence and self-assurance in all their choices.

“It can take people time to figure out exactly what they want to do. It’s OK not to be sure,” she says. When asked for advice, Mehta tries to convey this same mindset to young students who are applying to college. “You’re seventeen. How can you know what you want to do for the rest of your life? It’s OK not to know all the answers and to figure it out as you go. That’s part of life.”

Mehta speaks from experience. “I wasn’t one of those people who immediately knew they wanted to be a GC,” she explains. She recalls how coming from an engineering background, with an undergraduate degree in general engineering from the University of Illinois at Urbana–Champaign, she initially considered intellectual property (IP) law. After graduating from the University of Minnesota Law School, she garnered work experience in the government and private practice spheres prior to joining KONE.

“As time went on, I was very curious and open to learning, and a gradual evolution occurred,” she says. That slow evolution helped ground her as she assumed greater levels of responsibility over the years—and paid off richly in the face of the upheavals of 2020.

Mehta has worked hard to get where she is. Now, she wants her wider KONE family to feel empowered, inspired, and—most important—comfortable showing up to work as who they really are.

Divya Mehta

Alicia Johnson

Fostering Empathy and Relationships

Though she has thrived in in-house roles, Mehta also spent nearly three years with the Illinois attorney general’s office. What she observed in that role taught her some early lessons about the kind of leader she aspired to be—and the behaviors she wanted to avoid.

“I remember being in court and [seeing] someone who was obviously new in their role getting yelled at by a judge,” she recalls. “It’s always stayed with me, and I really hope people in leadership remember what it was like when they first started. There are just things that you don’t know that you have to learn, and that learning curve can be challenging sometimes.”

The government job is one of the reasons she thrived in private practice, in litigation, and later in a corporate environment. “Those government roles are places where you are just thrown in and you learn as you go,” Mehta says. “It can be tough, but it really helps you develop.”

Whether it is her engineering-minded approach or a general curiosity, Mehta says that for better or for worse, she has always been the type to ask questions. “I don’t really mind if I don’t know something or I have already asked someone else,” she admits. “I still ask, because whatever the response is, you might get a different answer from someone else, and you can learn from each of their perspectives.”

That focus on individuals is what Mehta hopes is a hallmark of her own leadership today. She’s an adamant advocate for building relationships and learning to see matters from as many points of view as possible.

“It gives you an opportunity to develop a sense of mutual respect when you seek out mentorship and guidance,” the GC says. “Off the top of my head, I can think of many leaders and colleagues at KONE who have spent time with me to teach me and educate me.” Mehta says that if people see you as a hard worker and you’ve taken the time to build rapport, they’re often much more willing to invest in you.

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A Wider Perspective

Mehta says that 2020 has also offered her a significant opportunity to develop a wider, more interconnected worldview that encompasses all the different aspects of her life. “As a working mom with two young children, I have gotten to spend more time with my husband and my children this year than any time before,” Mehta says. “Once all the extracurriculars go out the window,” from her 6 a.m. workouts to the children’s long list of activities, “you get to know your family on a deeper level.”

She savors the new routine of their days together, whether it’s the sleepy hugs from her kids in the middle of her morning meetings or the quick walk around the block during their lunch break. For her children, it sends a clear message: “I’m always here, no matter what.”

The pressures surrounding leadership and the work persona ideals that Mehta had internalized over the years lessened in 2020. “These leadership ideals you’re supposed to live up to—all that went out the window. I no longer have a ‘work persona’ or ‘home persona.’ They blend together. And that’s a good thing. The separation between work and personal life doesn’t need to be so stringent.”

Indeed, whether it’s a 4 a.m. global video call in pajamas and a ponytail, an errant child appearing on a Zoom conference call, or the sounds of dogs barking in the next room, 2020 was the year where many people’s separate identities have had to merge— or at least find more common ground.

Mehta has applied that same recalibrated perspective to her first year leading the law department at KONE. “Coming into this role, I knew that our contract management was going to require some retooling and stabilization,” she says. “We were aware that the business needed us to improve the process from our end. In the last twelve months, by partnering with the business, we have made incremental improvements.” The legal team has reexamined and revised

everything from review strategy to contract assignments to insurance issues—all as a result of taking the time to listen to feedback.

Policy governance has also received significant attention over the past year. The company has leveraged existing global policies and strengthened its processes. “We’re collaborating with our global colleagues more than ever before,” Mehta says.

Ongoing Evolution

The increased collaboration and teamwork required to respond to the events of 2020 certainly played to Mehta’s strengths, but that is not the only thing that has made her perspective as a leader so valuable.

2020 helped expose long-ignored realities that people of color live with daily in the United States. Mehta, who grew up in a multigenerational household and often worried that her background might set her apart from her peers, is well aware of the experiences of isolation, otherness, and a desire to sand off the cultural corners that shaped her upbringing.

Mehta never saw herself as an ambassador for race and cultural conversations. But that too changed in 2020. “I am at a stage in my life where I feel completely comfortable in my own skin,” Mehta says. “It is my responsibility to my two daughters, and to my nieces and nephews, to set a good example and be a role model so they feel like they can achieve their dreams.”

“It’s OK not to know all the answers and to figure it out as you go. That’s part of life.”

y

As one of the few women on KONE’s leadership team, Mehta has become more comfortable with sharing her story so as to inspire others in their journeys. She admits that it can be hard to see the progress at times, but that only motivates her more. When Mehta was featured in her law school alma mater’s alumni magazine, her daughters reacted as if she had appeared in Time . The idea that her daughters are seeing someone who looks like them excelling in their ambitions continues to spur Mehta on.

And her daughters aren’t the only ones to inspire her—when Mehta filmed an Inclusion Week video about her journey, she received a powerful response.

“This was exactly my own experience,” one comment on the video read. It’s that kind of relationship, and that kind of connection, that matters most to Mehta.

Freeborn & Peters LLP:

“Divya is an exceptional yet approachable leader who has a keen analytical mind. Her team doesn’t hesitate to raise tough issues with her, and her insights have been invaluable as we’ve worked through complex, sensitive litigation.”

–Gia F. Colunga, Partner

Higgs Fletcher & Mack:

“Divya is a results-driven thought leader with boundless energy to confront complex issues with compassion and trust that inspires her team. It has been my great pleasure working with Divya over the years.”

–Tim Noon, Partner

Nothing Wrong with a Winding Road

Patricia “Pat” Brown has enjoyed an unorthodox career journey, from music teacher to Marine to in-house legal pro at software analytics company SAS

By Cristina Merrill

IF ANYONE AT SOFTWARE ANALYTICS COMPANY SAS is unsure about what they want to do with their life, chances are they’ll be sent to meet with Patricia “Pat” Brown for guidance on embracing different possibilities. The executive vice president and chief legal officer first joined SAS in 1988, and her journey to her current role has been anything but straightforward.

“No matter where they are in the company, people who know me often will send their interns over to talk to me. One of the things they want to impress on them is, ‘You may think you know where you want to go in your life, but you need to stay flexible,’” she says. “They always send them over to me to talk about my winding path to where I am today.”

Brown’s career started when she took a position as a music teacher in rural Kansas. She went back to school for a master’s degree in musicology but ultimately decided against a music teaching career. She then made a move befitting her exceptionally bootstrapping character: she joined the Marines. Brown underwent boot camp at Parris Island in South Carolina—think climbing walls and crawling through mud—and then worked as a paralegal for the Marines for five years.

Tony Pearce

“I really fell in love with the law, with the logic of it, with how you could use it to make a difference in people’s lives,” she says. “I realized I could do this. I could be a lawyer.”

After Brown graduated from the University of North Carolina School of Law, a friend alerted her to a position opening at SAS. She started out as the company’s second attorney to provide support outside of customer transactions and to support the human resources and intellectual property functions. Over the years, she has gone on to touch just about every part of the business, including research and development, procurement, and mergers and acquisitions. When SAS developed a hosting group, she supported that function. She also worked with the business team to create the company’s first partnering program.

Today, Brown manages thirteen direct reports and has a team of more than 350 around the world. About 105 of those team members are lawyers. She credits the Marines for helping her develop a collaborative leadership style.

“I look back on my years in the Marine Corps as a real growth time for me, and they have stood me in good stead as a corporate counsel,” she says. “One, I can work with almost anybody. Two, I have learned to be firm and

Patricia “Pat” Brown EVP and Chief Legal Officer SAS

to stand up for what I believe is right, but without being ugly about it. You have to learn to work within boundaries when you’re in the service.”

Her proudest accomplishments at SAS include bringing in new attorneys and helping them be successful as well as consistently providing top-notch, cost-effective legal service to the company.

“One of the things I’m proudest of is that our in-house counsel team, which is essentially a full-service internal law firm, has been so tied into the business that we have been able to help mitigate risks. We have had very little litigation,” she says. “That to me speaks so well of the partnership we have with the business and how we work together to take risks where we should but mitigate them when we need to do that.”

Brown also works closely with external partners to strengthen the business, and they speak highly of her leadership and team-building abilities. “Pat fosters an atmosphere where the distinction between the SAS legal department and the outside law firm barely exists,” says Press Millen, a partner at Womble Bond Dickinson. “Everyone has a clear understanding of what’s best for SAS and its business and works together to figure out how to accomplish that.”

PROUD

A People Focus

Patricia Brown prefers to hire team members with previous work experience, but she also firmly believes that they don’t need to come in already knowing the business. As long as they have legal acumen and a genuine interest in the company, they can learn everything else on the job.

Brown also advises managers to build their bench and train their replacements. She notes that they themselves might want to leave for another opportunity, and trained replacements will ensure a smooth transition.

“Build that bench and grow those folks,” she says. “They’re not going to try to take your job from you. You don’t need to worry about that. Just grow them. It’s going to make everybody’s work better. It’s going to help the company. It’s going to help you in the long run. That’s what I preach over and over again. Focus on your people.”

Brown praises the SAS leadership team for creating a culture that she says “does right” by its employees, customers, and society. She lauds her coworkers for being smart and sharp—the kind of people who keep you on their toes.

K&L Gates LLP. Global counsel across five continents. Learn more at klgates.com.

She also loves the technology. The self-professed “geek at heart” notes that her genuine interest in what SAS is doing has helped keep her there all these years.

“As a privately held company, we have the ability to continue to be entrepreneurial and try new things,” she says. “Our R&D people have been given a lot of freedom to be creative and come up with new ideas. It is never boring. There is always something you’re doing. As a lawyer for a company, you have to stay on top of the technology enough to understand what that business is about and how you’re going to support it.”

Brown is certainly keeping her eye on the future at SAS.

“There are some things we have in the works,” she says. “We are moving toward offering more software as a service. We are revamping our licensing processes and structures, and that’s going to be very transformative for the business. If we can pull that off, I will feel really, really good about that.”

K&L Gates:

“As a woman CLO, Patricia Brown is a trailblazer and leader, creating paths in the legal, tech, and business spheres for many women—including me. K&L Gates is a proud partner and celebrates her lifelong achievements.”

–Shiau Yen Chin-Dennis, Portland Office Managing Partner

Tepper & Eyster, PLLC:

“Pat is an absolute pleasure to work with. She never fails to improve every situation. Pat has the rare ability to synthesize complex information into practical, understandable advice, delivered with a dash of good humor.”

–Maury Tepper

Proud partners of SAS, providing strategic legal, business and technology solutions, streamlining transactions, and helping clients efficiently manage business across the globe.

Failure? Or Opportunity?

Maranda Rosenthal’s path to her dream job was marked by a series of challenges, failures, and barriers. Today, her resilience helps her navigate a path to success at American Airlines.

By Paul Snyder

WHEN YOU’RE AN IN-HOUSE ATTORNEY FOR AN INTERnational airline with fifteen thousand pilots, a variety of questions and concerns will always demand your time and consideration.

Maranda Rosenthal, managing director and senior attorney at American Airlines, says many common (and uncommon) situations have required her time and expertise during her tenure at the airline—but nothing like the COVID-19 pandemic.

“‘Unprecedented’ isn’t a strong enough word,” she says, noting the drastic reduction in operations and demand for air travel since COVID-19 cases in the United States first escalated in March 2020. “A number of incredibly talented and dedicated folks are working around the clock to instill passenger confidence in what the airline is doing and figure out solutions for something that nobody saw coming.”

In a few short weeks, Rosenthal’s job description evolved from dealing with matters like collective bargaining, grievances, discrimination, and conduct investigations to protecting pilots’ jobs when passengers display both an inability and reluctance to fly at the frequency they did in early 2020.

Rosenthal concedes that American hasn’t been able to protect all employees from furloughs, though she notes that a high percentage still remains employed. But whatever challenges the ongoing pandemic has already presented and might continue to pose as time goes on, it’s not in Rosenthal’s nature to let uncertainty overwhelm her. After all, the road to her position with American began with flunking out of college.

“I spectacularly flunked out,” she notes. “I left with a 1.79 GPA. I don’t even know if that could happen organically. It was devastating and felt like the biggest failure of my life.”

After taking various jobs where her supervisors informed her that upward mobility wouldn’t be possible without a college education, Rosenthal decided to finish what she’d started. She enrolled at Seattle Central College, taking night classes while working full-time, and eventually transferred to the University of Washington. After graduating, she headed to the Fordham University School of Law in New York.

Just as Rosenthal was taking charge of her future, life threw a few more curveballs. Intent on working with a law firm that didn’t have a high turnover rate, Rosenthal

Maranda Rosenthal Managing Director and Senior Attorney American Airlines

chose Heller Ehrman. The firm deferred first-year offers two weeks before she took the bar exam and ultimately declared bankruptcy in September 2008. With the 2008 economic recession dampening job opportunities for brand-new lawyers, Rosenthal invested in numerous coffee meetings with Fordham alumni in a dogged search for a lead.

“I got a lot of nos,” she recalls. “But eventually someone said yes.”

That yes landed her at Crowell & Moring as a first-year associate, and when most of the partners she worked with joined Sheppard Mullin Richter & Hampton less than two years later, Rosenthal followed. After a year there, she took an offer as associate general counsel with Tullett Prebon. Soon, however, she was ready for a change of scenery.

Courtesy of American Airlines

“New York is an incredible city,” she says. “But a very challenging place to be at that time in my life.”

With no prospects on the horizon, Rosenthal returned to Seattle with her young family and began contacting acquaintances about a new opportunity. Then she learned of a possible position with Alaska Airlines.

“A woman with Alaska said I would be perfect for the position,” Rosenthal recalls. “I submitted my application and, twenty-four hours later, got rejected. It wasn’t the first time I’d fallen on my face. I didn’t think much of it and decided to keep looking, but I called the woman up to thank her for the opportunity, even though it hadn’t worked out. She said, ‘What? Your application was rejected? That’s absolutely not true.’ She marched into the general counsel’s office, took my application out of the reject pile, put it right in front of them, and said, ‘You need to hire her.’ And they did.”

After four years there, American came calling. The opportunity required Rosenthal to relocate her family to Dallas, but there wasn’t much doubt in her mind—it was her dream job.

Though her road took many turns—and a couple lucky breaks—Rosenthal knows she wouldn’t be where she is without perseverance and grit. “Failure is not the worst thing that can happen to you,” she says. “Failure is just an opportunity to find another path. My grandfather always taught me that you have to work hard and respect people to truly understand how to help them and do your job properly. He taught me that work is really about a state of mind. If you can bring joy to that, it won’t make every day perfect, but it will make it better.”

Rosenthal’s grandfather called her to congratulate her when he learned she passed the bar. “I remember exactly where I was standing when my phone rang,” she says. “He said he had to tell me how proud he was. That moment will stay with me forever.”

Now, all that perseverance and determination benefits American. From new state laws to different international regulations, Rosenthal is constantly at work to make sure American is up-to-date on domestic and international airspace requirements, company policies, pilot and passenger safety, and guidelines relating to the COVID-19 pandemic. Rosenthal is determined to help the airline and the thousands of pilots she represents get through its challenges. After all, a challenge is just another opportunity to find a new path.

Seyfarth is a full-service law firm rooted in serving the labor law needs of airlines and railroads. We continue that tradition today, offering all aspects of labor, employment, and benefits law services for carriers and their service providers.

www.seyfarth.com

With more than 900 lawyers across 17 offices, Seyfarth provides advisory, litigation, and transactional legal services to clients worldwide.

The Best of Both Worlds

Nurse turned attorney Emilie Rayman finds great success at Community Memorial Health System

By Frederick Jerant

“I STILL HAVE MY NURSE’S LICENSE,” says Emilie Rayman, vice president of legal, chief compliance officer, and general counsel at Community Memorial Health System in Los Angeles. “I’ve maintained it for more than forty years. As I was completing my MSN, I knew I wanted to pursue a doctoral degree. So I went to my counselor for guidance.”

The usual postdoctoral employment prospects—heading a nursing department or becoming a teacher— held little appeal for her. “I was already the director of emergency services,” Rayman recalls, “and I wanted something more challenging.” When the

counselor suggested law school, the die was cast.

“The material itself wasn’t that hard to master, but the amount of work—up to five hundred pages of reading per night plus holding a full-time job— was,” she says of earning her JD from the University of West Los Angeles while working full-time at KPMG.

It also required a major change to her problem-solving approach. “In medicine, you face specific symptoms and then work backward to determine a diagnosis. In law, you build a case by sifting through accumulated information to construct a case that supports

your situation. It was difficult to do at first, but I overcame it.”

Liberty Mutual recruited her right after graduation to serve as in-house counsel, concentrating on workers’ comp litigation. One case in particular has stayed with her.

“A hospital lab technician had contracted AIDS and was suing her employer because of it. Because of my nursing background, I understood how that could happen, but I was required to dig into her history,” Rayman says. “I discovered that she’d had an earlier surgery with a blood transfusion that might have been the cause of

her disease. We used that information against her. That was when I decided I really didn’t like litigation.”

Rayman’s next step was IBM Global Services. Subsequently, in 2007, she became Community Memorial Health System’s chief compliance officer. Soon, a major success resulted in her promotion to general counsel.

Community Memorial’s CEO faced a quandary. He wanted to build a new hospital, but he was about to sign a corporate integrity agreement (CIA) with the Office of Inspector General. That would have put a government watchdog over all of the hospital’s financial

activity and perhaps dissuade capital campaign donors.

Rayman’s hybrid background helped her understand and negotiate out of the CIA. “I have an easy time communicating with healthcare providers; they see me as part of their group, and we all speak the same language. The same is true for my legal contacts,” she says.

Some of her latest work involves the California Consumer Privacy Act (CCPA), which gives consumers more control over the personal information that businesses collect about them.

Enacted just before the COVID-19 pandemic struck, CCPA includes stiff

penalties for noncompliance. “We have our own safeguards in place, but many of our vendors do not,” Rayman says. Some of them have had data breaches or other violations, and because CCPA enables consumers to sue over those violations, that can create headaches for the hospital as well.

“A consumer could sue one of our vendors and then try to pull us into the litigation as well. Even though we’re not directly involved, we’re still required to report the incident to the state attorney general, devise a way to quickly notify the affected consumers, and provide them with at least a year of free Equifax monitoring. Those costs add up fast.”

And while the COVID-19 pandemic has pushed many operations into working remotely, Rayman and her eight-person team regularly convene in the physical office. “There is so much that must be handled in person,” she says. “For example, government notices, such as subpoenas, are delivered by regular mail to the office. You can’t access those documents when you’re working at home.” Still, virtual work is an option for those who need it.

Looking back, Rayman concedes that the transition to practicing law wasn’t love at first sight. “I went into the field simply to earn a doctoral degree, but over time I came to love it. It seems that each month there are new rules, regulations, interpretations, even new laws themselves. If you pursue law, I can guarantee you’ll never be bored.”

“In medicine, you face specific symptoms and then work backward to determine a diagnosis. In law, you build a case by sifting through accumulated information to construct a case that supports your situation. It was difficult to do at first, but I overcame it.”

A Complicated Job

Employees in twenty-plus countries help media giant ViacomCBS produce and monetize content. John Dabney oversees all international employment law matters from his New York office.

By Zach Baliva

WHEN MISSION: IMPOSSIBLE 7 FINALLY COMES OUT, millions of fans worldwide will watch Tom Cruise traverse Venice’s canals and flee through Norway’s mountains. Behind the scenes, hundreds of crew members will have performed specialized jobs to bring the movie to life.

While international film production is always tricky, 2020 made this endeavor especially challenging. The COVID-19 pandemic halted shooting several times and forced Paramount to delay the film’s release. In the United States, one small legal team worked behind the scenes to maintain safe working environments and keep the green light on.

ViacomCBS Senior Vice President and Employment Counsel John Dabney advises the mass media giant’s companies, including Paramount, MTV, CBS, and Nickelodeon, on domestic and international employment law. It’s a complicated job. Dabney, based

in New York City, is part of the wider employment law team and is responsible for advising the international arm of the business, which requires familiarity with many jurisdictions, all with differing laws and cultures. Extensive travel is one of the only ways to understand the client.

The latest installment in the MI franchise is the perfect case study of Dabney’s work. As the lead labor lawyer for the ViacomCBS international business, he provides daily guidance to business line leaders, HR, and production teams. “We are a content company. To create revenue, we must create content. And creating content in a COVID world is hard,” he says.

Thankfully, Dabney has been developing expertise in international employment law since he joined Viacom in 2005. He oversees the international employment legal function and coordinates legal counsel in all locations where ViacomCBS operates.

John Dabney SVP and Employment Counsel ViacomCBS

Mission: Impossible 7 follows protagonist Ethan Hunt from London to Norway to Rome and beyond. During production, Dabney drew upon his global expertise to help Paramount navigate COVID-19 regulations and testing restrictions that varied from country to country. Employers who required clinical testing and collected sensitive health data also had to respect certain privacy guidelines.

In Norway, for example, production appointed a COVID-19 compliance officer and tested hundreds of people on a weekly basis. Paramount hired private health service providers, isolated crews on a Norwegian cruise liner, and avoided contact with the public.

Dabney handles these and other employment issues on a daily basis, as ViacomCBS has boots on the ground in twenty-plus countries. The unusual structure is part of the company’s strategy and success. “Unlike many of our competitors, we’re localizing

content and creating international brands,” Dabney says. “It’s important that we have credibility and an actual presence in places like Singapore, Berlin, Madrid, and São Paolo.”

While Dabney considers himself culturally aware, he knows no single lawyer can master the nuances of multiple jurisdictions on five continents. That’s why he and his clients at ViacomCBS have tapped into a global network of employment law firms known as Ius Laboris. The leading service provider supports companies’ international operations. Dabney says ViacomCBS was the among the first multinational clients to launch a fixed-fee arrangement with the organization.

Ius Laboris partners and other outside firms handle routine matters, while Dabney’s office contends with issues where there could be substantial exposure, large mergers and acquisitions, and policy

matters. This structure lets legal support twenty-plus global offices in a cost-effective, consistent way, without a staff employment lawyer in-house at each location.

While outside firms are critical to the strategy, Dabney is a big believer in face-to-face interaction. “In-person meetings help create valuable relationships and allow me to become a better advocate because I get a deeper sense of what’s actually going on in different offices around the world,” he says. In the months before COVID-19 hit, Dabney visited colleagues in seven countries over a ten-week period. His itinerary included Mexico, Hungary, Poland, Russia, and Dubai.

Dabney has been lucky enough to have a supportive manager who has given him stretch assignments and helped him step into an important international role. He started at Viacom in a junior role, became a senior counsel, and later assumed a senior vice president role. Over time, he’s worked hard to learn as much as possible while leveraging outside partners and internal subject matter experts.

“You have to get comfortable being uncomfortable when you work in different languages, cultures, and contexts,” he says. “You’re never going to have all the facts or understand every little nuance, but over time you will be able to triage problems, spot issues, and make quick and accurate risk assessments.”

Like all employment lawyers, Dabney advises HR on litigation risks and negotiates contracts. He also oversees employee privacy matters, looks after employee benefits, and supports the internal mergers and acquisitions team on domestic and international deals. In late 2019, Viacom and CBS merged, creating a behemoth media conglomerate with an estimated $30 billion in annual revenues. During a critical integration period, Dabney focused on the impact on employees, updating benefits, policies, training, and other key areas.

Entertainment is facing some notable challenges. COVID19 slowed the pace of content production and forced Dabney to halt all international travel. As the industry recovers, he’s looking forward to racking up his frequent flier miles while helping ViacomCBS launch a major streaming service and advance other important initiatives.

Kauff McGuire & Margolis:

“Thank you, John, for your work with us while at Kauff McGuire & Margolis, and for your continued confidence in our ability to support you and ViacomCBS.”

–Michele Coyne, Member

Off-Script Success

Lara Compton’s unusual path to law and passion for wellness led her to Nelson Hardiman, where she tackles the complexities of healthcare regulation

By Keith Loria

IF THERE’S ONE LESSON LARA COMPTON HAS learned on her way to becoming a partner at Nelson Hardiman, a healthcare and life sciences law firm based in Los Angeles, it’s that life doesn’t always go as planned. But that doesn’t mean you can’t be successful.

A premed student in college, Compton originally had set her sights on becoming a doctor. After graduation, she worked at a blood bank and conducted HIV vaccine research at an R&D laboratory.

“I applied to medical school twice, and after being waitlisted both times, I realized it was time to reevaluate my plans,” she recalls. “It was pretty disheartening. I was trying to figure out what to do next, since it didn’t look like medical school would be an avenue for me.”

A friend suggested that Compton could take all her training and flip it around, citing coworkers who had used their knowledge to become patent attorneys.

“It had never occurred to me that there were so many different types of lawyers. When I pictured practicing law in my mind, I thought of litigation, and I knew I didn’t want to do that,” Compton says. “I sat in on a few law school classes and discovered I

really liked the subject matter and the critical thinking involved. I also liked that I could build upon my love for science and healthcare rather than leave it behind.”

She was twenty-nine when she started law school and did “surprisingly well.” Although Compton thought she would focus on patent law, once she took a class on healthcare law and learned about the regulations involved, a new passion was born.

A friend encouraged her to apply for a clerkship at the California Department of Managed Healthcare. As a clerk, she helped draft regulations and opinion letters. Along the way, she soaked up knowledge about HIPAA regulations and other areas she found fascinating.

As luck would have it, when Compton finished law school in 2006, a small hospital system in Fresno was looking for a new graduate. Her clerk experience helped her land the job.

“It was the best experience I could have had as a young lawyer. We did everything in the legal department for several hospitals, and I got to see it all,” Compton says, who became a trusted go-to lawyer for healthcare regulatory work. “I learned HIPAA

frontward and backward. There were several pieces of substantial hospital licensing that had been passed, and I was charged with interpreting and implementing those requirements.”

Today, at Nelson Hardiman, Compton advises traditional healthcare clients and works with innovative products and technology. She also collaborates with healthcare providers amid the increasing push toward telehealth and the incorporation of more technology within the healthcare industry.

“In addition to my practice, I’m managing the regulatory practice as a whole, monitoring regulatory trends and making sure folks are aware of all the different changes happening,” she notes. This work grew more important during the initial months of the COVID-19 pandemic. “We had to help our clients who either had not considered using telehealth due to various limitations or were not yet prepared to use telehealth quickly pivot to the use of telehealth technology. The infrastructure seemed to be built overnight.”

Wellness First

Wellness has always been a key component of Lara Compton’s identity. A triathlete in her spare time, she pencils a Half Ironman with her husband into her calendar every year. At Nelson Hardiman, she encourages her team to develop a winning mindset, stay healthy, and enjoy what they’re doing.

“Sometimes it seems focusing on wellness doesn’t go well with practicing law,” she says. “I view it as a very important component to what we are doing at the firm, and I certainly take that approach as regulatory chair.”

history. The engagement involved providing regulatory compliance support for the hospital system’s day-to day operations, including serving as outside compliance officer as well as extensive regulatory work on the sale of the system’s assets. That took up a lot of her time in 2020. Happily, she navigated the transition of ownership successfully, even as the pandemic unfolded and she dealt with multiple competing priorities.

“I felt I was really contributing to the communities involved by assisting with the continued operation of the distressed hospitals as the COVID-19 crisis unfolded,” she explains. “We made it through the initial phases of the pandemic. It was definitely an interesting time to be hospital counsel.”

While Compton notes she was a little “crushed” when she didn’t get into med school, she has no complaints now and is happy to be making a difference by helping her clients navigate difficult healthcare regulatory issues.

“I love having a front row seat to healthcare innovation as it evolves—for example, software, telehealth platforms, and AI,” she enthuses. “I love doing this kind of work because it’s new and different and most of the time there isn’t an obvious answer. I love solving that puzzle.”

Additionally, for more than a year, Compton served as special regulatory counsel for a major hospital system going through one of the largest bankruptcy filings in Emily Sandifer

Lara Compton Partner Nelson Hardiman

Invention through Transformation

Bruce Schelkopf takes his role as a “transformation guy” seriously, breaking paradigms and revolutionizing the IP function at ABB

By Clint Worthington

BRUCE SCHELKOPF HAS LED AS A TECHNOLOGY manager, a commercial business manager, and a chief intellectual property (IP) officer at various companies—he’s often referred to as a “rock star” in the IP world. To Schelkopf, helping a business of any size grow through IP is all about transformation. “I’m a transformation guy,” he says.

Starting out as an Edison engineer for General Electric (GE), Schelkopf rose through the ranks before being tapped for the business side of GE, where he saw the gridlock that can arise between functional lines. “I would have key deals for clients ready to go, but when I’d turn everything over for legal review, it would sit for two weeks or more. It was clear that legal partnering with the business was the way forward,” he explains.

Spurred by the lack of momentum, he decided to go to law school at night, becoming an IP attorney

himself. A few years later, he was handling IP at IBM, which soon led to global chief IP counsel gigs at Cummins, Ingersoll Rand, and eventually European technology firm ABB. There, he’s spent the past six years driving transformation, implementing a strong IP strategy, bringing digital portfolios to reality, and partnering with the business to leverage IP as a key tool, bringing growth, competitive advantage, and risk reduction to the forefront.

Schelkopf’s IP transformation solutions are exactly what clients he’s worked with have sought. Often, he’s contacted by interested companies facing the conundrum, “We want our IP to do more, but we’re not sure how our IP operation can actually help.”

He notes, “IP transformation at one company really can’t be copied over to another, partly because each company’s purpose, business operations, competitive environment, and culture are unique, and all must be properly balanced and adapted to evolve over time in a company’s IP operation.”

As an IP leader, Schelkopf says, “A properly developed IP operation can do more than ‘move the needle’ in innovative environments. Environments that align legal resources to operate and counsel as business partners deliver effective legal and IP solutions collaboratively and optimize IP workstreams and budgets for efficiency. They create a world-class operating environment that energizes people too.

“We can best perform when IP is aligned with the culture of the company,” Schelkopf explains, noting that he jumped in to learn ABB’s unique culture and long history when he started. He immersed himself in ABB’s research, business, and corporate operations, meeting with stakeholders globally to see where IP could make an impact and how to improve decision-making processes. He made use of Six Sigma, Agile principles, and more. “In effect, our team was applying business tools to legal processes and aligning workstreams to enhance business operations,” he says.

That knowledge of ABB’s culture aided Schelkopf in restructuring the IP function and its processes, which included aspects like creating a centralized data management system and removing nonvalue-add activities. This way, virtually everyone in the company can see portfolio information and their IP status at a glance, and the data is integrated with the outside counsel partners too.

“If you’re on vacation in Paris and you have an idea for an invention, you can access the ‘nerve center’ over the internet, update your idea into the ideation pipeline, and still have time for the Eiffel Tower tour that day,” Schelkopf explains.

None of that strategy would be possible without a strong legal team, he notes. While others may enjoy seeing the god’s-eye view of the company, Schelkopf enjoys the opportunity to dive in and work directly with the businesses.

Bruce Schelkopf Group SVP and Global Chief IP Officer ABB

Rob Ramseyer

“Whether we have a special strategic team focused on a key technology area, a contract, or M&A event, or a single business unit in need of some dedicated IP TLC, I’m always enthused to jump in and develop IP solutions to their benefit,” he says. “I enjoy bringing IP options to any environment in any technology area: start-up or established, small or large, competitive or really competitive.” And with three engineering degrees, a law degree, and two business degrees, he brings the tools to the table to practice his passion daily.

In Schelkopf’s department, he also encourages his team to “get comfortable being uncomfortable” so they can expand from traditional role definitions. Schelkopf adds that in his role, combining self-mentoring with servant leadership enables the team to work and be successful as a cohesive whole. “We truly run this as a global team where everyone has a place to grow,” he says.

Not only is his legal team skilled and collaborative, but they’re also remarkably diverse, something Schelkopf says with no small amount of pride. “IP teams are traditionally lacking in diversity,” he notes. “We have one of the most diverse IP organizations in each of our locations around the world, and women manage and lead successfully throughout.”

By transforming ABB’s IP operation into a more efficient, open, and transparent team, employees have expressed to Schelkopf that they believe they, too, have the ability to handle whatever IP challenges come their way. “Risk issues get handled earlier, team members become more experienced, and clients tangibly experience the true value of IP as a valued business partner,” he enthuses. “And isn’t that what it’s supposed to be about anyway?”

to our friend Bruce Schelkopf on his recognition in Modern Counsel

Taftlaw.com

Taft is honored to work with you.

“I enjoy bringing IP options to any environment in any technology area: start-up or established, small or large, competitive or really competitive.”

All the Right Notes

Amy Ooi left a music theory PhD program to study law. Now, she’s managing litigation at Caliber Home Loans and helping the nationwide lender play a new tune.

By Zach Baliva

AMY OOI, THE YOUNGEST OF SEVEN children, heard her neighbor’s piano through an open window and was captivated. Her mother found a way to pay for a piano and weekly lessons, but Ooi was the one who poured her free time into practicing classical music. That dedication and focus paid off when Ooi earned a ten-semester scholarship from an American university.

As a young adult, Ooi boarded a plane from her home in Kuala Lumpur, Malaysia, to perfect her craft at the collegiate level. She then earned her master’s in music theory and ethnomusicology from the University of Arizona and continued as a doctoral candidate and teaching fellow at the University of North Texas.

In 2007, Ooi saw her dream of becoming a music professor dissolve as lawmakers and administrators responded to the global recession by slashing budgets for fine arts education. Ooi decided it was time for a change. She went to Barnes & Noble, bought an LSAT prep book, and read it during winter break. She took the test in February and applied to law school in April. That July, just seven months after Ooi first considered changing career paths, she was accepted to the Southern Methodist University Dedman School of Law.

As Ooi studied torts, contracts, legal methods, and other topics, she realized something surprising—a background in music theory prepared her for success as a 1L. “Music and law both reside in worlds of patterns, motifs, trends, and rules. Crossing over from one world to the other can be seamless,” she says. “Dissecting the scores of symphonies was practice for interpreting areas of the law.”

It was clear Ooi had made the right choice. Although during her legal

Amy Ooi VP and Associate General Counsel Caliber Home Loans

Christina Childress

studies, Ooi imagined a career in transaction law, her first position in private practice was with a Texas law firm specializing in employment litigation. Employee whistleblowers from a for-profit trade school approached her firm with allegations against their organization, and soon, hundreds of students came forward with complaints. The school, they alleged, enticed lower-income students to apply for federal loans and grants, all the while knowing that their programs would not provide the students with the credentials necessary to effectively pay the ensuing debt.

The school hired the prestigious DC law firm where Supreme Court Justices Kagan and Kavanaugh once practiced to defend the qui tam action. Fresh out of law school, Ooi found herself across the table from formidable opponents. Still, she persevered, and her clients prevailed, winning a multimillion-dollar settlement.

In 2014, Ooi joined SettlePou. She credits five years in the firm’s commercial litigation group with honing her professional skills. “In my case, being at a smaller firm, like SettlePou, pushed me to the next level,” Ooi explains. SettlePou is where everything “clicked,” as Ooi put together all the pieces of her education and experience. Ooi’s mentors encouraged her to acquire skills in products liability, contract disputes, probate, and financial services.

During this time, Ooi served as outside counsel for Caliber Home Loans. When the national mortgage lender approached her about an opening in-house, she jumped at the new opportunity. Now, as vice president and associate general counsel, Ooi manages a large litigation caseload that spans all fifty states.

Supervising a multistate legal operation is a welcome challenge, as Ooi ensures she stays well versed on laws, rules, and regulations that vary from state to state. To succeed, she relies on a strong internal legal team and a network of capable outside firms to scrutinize local laws and craft nuanced strategies.

Organizing and updating changes in state laws and related data is critical in an industry

Madam Chairwoman

Amy Ooi spoke to Modern Counsel from her Kessler Park home in Dallas as she prepared to cochair the annual National Forum on Residential Mortgage Regulatory Enforcement & Litigation, hosted by the American Conference Institute. As the mortgage industry prepares to emerge from its biggest challenge since the 2008 housing crisis, Ooi believes it is more important than ever for in-house and industry lawyers to network and learn from subject matter experts in the quickly developing areas of COVID-era legislation, forbearance programs, disputes with bankrupt debtors, fraud, and other relevant topics.

where strict compliance is often necessary. Ooi credits her years in music theory, which trained her to memorize information and recognize patterns, for her success in this arena. Instead of music scores, she now reads charts, graphs, and spreadsheets to stay sharp in her field. “I take pride in how organized I am because we can’t afford any mistakes.”

With the world emerging from the COVID19 pandemic and many borrowers facing financial difficulty, the future remains uncertain, and whether there will be an uptick in legal issues is unclear. “I feel for so many homeowners who have been harshly impacted by the ongoing pandemic and fear eviction,” Ooi says. “Caliber strives to keep each customer in their homes by being flexible and using available resources whenever possible.” In keeping with this goal, her team reviews spreadsheets, rechecks state laws, huddles with external firms, evaluates the merits of emerging suits, and develops the most appropriate responsive strategy.

For Caliber Home Loans, 2021 is an important year, and Ooi is ready for what lies ahead. “All my varied experience is coming together in the right way, and I feel like I’m uniquely prepared for this time,” she says.

Practicing law doesn’t mean Ooi no longer practices the piano, however. Ooi believes that balancing a taxing legal practice with personal time spent doing what she loves brings out the best in her, both as a legal practitioner and as an individual. “Playing music is no longer my homework,” she says. “I can truly enjoy turning on an album or sitting down to play a piece myself.” Whether it’s Mozart or mortgage law, Ooi strives to hit all the right notes.

Locke Lord LLP:

“As outside counsel, we have worked with Amy on many cases over the years. She is smart, responsive, organized, and knowledgeable about the financial services industry. We always enjoy working with Amy.”

–Rob Mowrey, Partner

“I feel for so many homeowners who have been harshly impacted by the ongoing pandemic and fear eviction. Caliber strives to keep each customer in their homes by being flexible and using available resources whenever possible.”

Higher Education

Our special Focus section highlights seven legal leaders in institutions of higher learning.

A Better World

Stanford University’s Debra Zumwalt sees education as key to both achieving individual success and enabling lasting social change

By Frederick Jerant

AS VICE PRESIDENT AND GENERAL counsel for Stanford University, Debra Zumwalt delves into every legal matter associated with the sprawling 8,200acre campus in Silicon Valley in California. But she’s also driven by her personal watchword, “Education is the only way to attain lasting change.

“People need to understand their rights, how to use them, and how to make informed decisions. It’s a key factor in social mobility,” she explains. She adds that education can help people capitalize on opportunities that could change their lives and those of their families.

But it isn’t merely institutional learning at play here. Her belief applies to social issues as well. “Take the Black Lives Matter movement, for example,” Zumwalt says. “If more people took the time to learn about the issues other people face and to understand them, we’d be able to address those issues better.”

Her day-to-day activities are anything but routine. She’s ultimately responsible for all legal matters under the Stanford umbrella, including the university, its hospitals, the research park, an on-campus shopping center, the SLAC National Accelerator Laboratory (operated for the US Department of Energy), overseas campuses, technology licensing, and even the university’s fire and police departments.

“Beyond being an excellent, strategic lawyer in every way, Debra has a vision for the role of lawyers in facilitating education in varied communities that fuels her work and inspires those working with her to achieve great results,” says Sarah Flanagan, the senior

Andrew Brodhead

Debra Zumwalt VP and General Counsel Stanford University

partner who heads the team of lawyers at Pillsbury Winthrop Shaw Pittman working with Stanford on varied matters.

Zumwalt’s work often has an international impact. “Recently, the government made sudden and very significant changes to the rules for H-1B visas that allow foreign, skilled workers to work in the US. The changes severely limit this program, affecting tens of thousands of people coming to the US to fill jobs where they are critically needed. Stanford is a plaintiff in a suit challenging these draconian changes,” Zumwalt explains.

“We also work with peer universities and associations on legal issues and legislation that can impact higher education,” she continues. For instance, Stanford filed an amicus curiae brief to support foreign students who faced deportation because the pandemic pushed them into online learning modes.

Or take the case of a Chinese dissident who formerly worked for Mao Zedong, the founder and former chairman of the People’s Republic of China. “He became disenchanted by the policies of the Communist Party and the leaders of China and spoke out about them,” Zumwalt says. “He also kept meticulous papers, and before he died, he gave them to Stanford’s Hoover Institution to preserve them for scholarship and historical purposes.

“Suits were brought in China to get Stanford to return the papers, and Stanford filed a suit in the US for a determination that we have the right to those papers,” the VP and general counsel continues. “A relative of the dissident countersued us for the papers to be returned. If people want to donate their materials to us, we will always defend their right to do so, just as we have done with the Chiang Kai-shek papers.”

Given the size and scope of the legal department’s workload, it’s not surprising to learn that it’s staffed by twenty-five attor-

“People need to understand their rights, how to use them, and how to make informed decisions. It’s a key factor in social mobility.”

neys, quintuple the number when she arrived twenty years ago.

“It was an interesting development,” she says. “At one time, the university had twenty-one lawyers in the department. A later change in the operational model cut that number to just five, which meant that quite a bit of work was outsourced. But when I arrived, I thought it would be more effective and efficient to have a larger in-house staff, so I hired more over time.”

Keeping the majority of work in-house benefits the university, because Zumwalt’s staff understands the school’s operational mechanics better than a private practice attorney could. And that results in satisfied clients. “Many times, individuals will call in and say, ‘That lawyer really helped us achieve our objectives. Is she available for another project?’” Sometimes they even ask if Stanford can hire additional lawyers to help them.

Still, Zumwalt continues to rely on trusted outside firms for legal work. “Because we’re a nonprofit institution, we’re always looking for ways to minimize expenditures,” she explains. “Certain recurring actions, including some tax and regulatory issues, don’t occur often enough to justify full-time specialists, and we cannot divert sufficient staff to handle major litigation. We’ve built relationships with outside firms that do very good work for us and can apply their experiences with a broad range of clients.”

Stanford’s legal department blends specialization and collaboration. One attorney will concentrate on employment issues, another is in charge of research activities, and so on. “But I also value flexibility,” Zumwalt says, “so I encourage everyone to share ideas or be a sounding board. That overlap helps them learn more about the university overall. I’m fortunate to have a really collegial group, and so we work together very well.”

Zumwalt’s secret for assembling a successful team? “The best thing I do is hire good people,” she says. “When you have good people, everything else runs more smoothly. And that means I’m not afraid to hire someone who knows more than I do.”

ROPES & GRAY

Debra Zumwalt Stanford University Vice President and General Counsel

That level of confidence enables Zumwalt to implement her essentially hands-off leadership style. “I like to know what’s going on—it’s a good way to avoid surprises—but I don’t have the time or interest to micromanage,” she says. “My staff knows that I’m happy to answer their questions or participate in brainstorming sessions, but they all know how to do their own work.”

There’s been little turnover in the group, in part because of Zumwalt’s amenability to flexible scheduling. “Several of my attorneys were interested in working less than full-time. They’re really skilled, so I decided that I’d make that kind of arrangement work for everyone.”

Those part-time lawyers “have been responsive and responsible, so everything occurs on time,” Zumwalt says.

That policy made transitioning to workfrom-home arrangements because of the COVID-19 pandemic a relatively simple matter. “We communicate regularly through Zoom and other means,” Zumwalt notes. “It’s a good way to keep everyone connected while working safely. They’re looking forward to coming back to the office, but health and safety are our primary concerns.”

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Zumwalt’s passion for education extends beyond Stanford: she’s a trustee of the American University of Afghanistan in Kabul. The university offers a curriculum grounded in the liberal arts, four undergraduate degrees, an MBA program, a college preparatory academy, and a Professional Development Institute for continuing education.

“The university is changing people’s perceptions,” Zumwalt says, advancing the idea that women can be capable, educated workforce participants. One young woman who became the head of student government was encouraged to run—and then supported— by her male classmates. Another, the first

is proud to work with

and the innovative team at Stanford University.

female graduate of the university’s law school, became an attorney because her women’s group in Kandahar needed a female attorney and she decided to fill that role.

Although the coed institution was the target of a fatal Taliban bomb and gun attack as well as the kidnapping of two professors, the students’ quest for knowledge is undeterred. “When I talk to the students, I’m inspired by what they’ve overcome and their goals for the country,” Zumwalt says. “After the 2016 Taliban attack, in which fifteen of our people were killed and many badly injured, there was talk of closing the school, but the students rallied and said they were willing to risk dying for the opportunity to be educated.”

So far, the American University of Afghanistan has produced eighty Fulbright scholars. Hundreds of students and alumni are doing other great things, from starting businesses to high-level work in the Afghan government.

“That’s one of the great rewards of my work,” Zumwalt says. “Although as lawyers we aren’t teaching or doing research, we’re enabling those things to happen.”

Ropes & Gray:

“Debra is a strategic thinker. Our lawyers love working with her and the legal and support teams on challenging matters that require creativity, innovation and deep knowledge. We celebrate Debra’s 20th year as Stanford University’s general counsel.” –John Chesley, Health Care Partner

Anne Garcia handles a wide range of issues across both the medical and academic campuses at the Ohio State University, with an emphasis on real-time collaboration

At the Top and in the Trenches

By Cristina Merrill

ANNE GARCIA WASN’T LOOKING FOR A NEW JOB when the Ohio State University (OSU) Wexner Medical Center recruited her to join its ranks in 2015. At the time, the St. Louis native was happily situated at Saint Louis University, where she ran the health sciences side of the office of legal affairs. In fact, she had just helped lead the successful repurchase of the university’s main teaching hospital (which it had sold in the late ’90s) and integration of that hospital into a new deal with a local health system. The deal was described by Becker’s Hospital Review as the most interesting healthcare transaction of 2015.

“I remember opening the posting. I probably would have passed it by but for the red, block ‘O’ that is synonymous with OSU,” Garcia says. “And right away when I came on campus at OSU, I fell in love with the place.”

Garcia relished the opportunity to join the Wexner Medical Center, which she says was “poised to go from great to elite” and meet its next milestone. Someone else within Garcia’s sphere would also jump for joy at her new job prospect.

“I married a Buckeye,” she says. “My husband is an Ohio native. He grew up in Cleveland and went to undergrad here at Ohio State. He always tells people that when I decided to accept the job at OSU, he won the marriage.”

Garcia started at the Wexner Medical Center, overseeing its legal office, in January 2016 and quickly earned the title of vice president for medical center legal and compliance. Her team consisted of more than forty people. In addition to the legal and compliance operations reporting to her, privacy had been added recently to her portfolio.

In November 2019, OSU’s longtime general counsel retired, and the then president of the university asked Garcia to take on the interim role until OSU found a replacement. The move even required approval from Ohio’s attorney general, who Garcia notes is the chief legal officer for the state. His purview includes all public colleges and universities.

Garcia was hugely honored. She had already begun to work across the campus on a variety of different legal matters. In March 2020, she opted to submit her name for consideration for the permanent role. After a monthslong, nationwide search, the university selected her in late September 2020 as the permanent senior vice president and general counsel. The board of trustees voted to confirm her appointment in November 2020.

Today, Garcia officially sits at the very top of one of the largest university legal departments in the country.

“We are one of the biggest, which makes sense because Ohio State is one of the largest universities in the country,” Garcia says. “You have to have a robust compliance enterprise and a comprehensive legal team when you’re looking across a large research portfolio.”

Garcia’s responsibilities revolve around advising and working closely with Dr. Kristina M. Johnson, OSU’s president, and providing strategic advice and counsel on initiatives for the university. She also works on initiatives with the president’s cabinet and the OSU board of trustees. Additionally, Garcia works with a variety of leaders on both the academic and medical sides of the university who manage a slew of different areas, such as real estate, academic affairs, research, labor and employment, and litigation.

“Like many top senior executives, you wake up thinking your day is going to be one way and it

Diana Moffo

Anne Garcia SVP and General Counsel The Ohio State University

ROPES & GRAY

GARCIA

Vice President and General Counsel

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inevitably goes in a different direction,” she says. “You’re pivoting at all times. You’re working with the medical center board, with those senior executives at the medical center, and then you’re managing your team. And I’m very fortunate. I have an excellent team across the entire office of legal affairs and compliance, both medical center and university. I’m very fortunate to work with one of the most talented groups of professionals that are out there.”

The way Garcia sees it, collaboration and unity are key to a successful relationship between the university’s legal department and the wider university community. To this end, Garcia has spent the past ten months working toward her vision of a more unified operation between the academic and medical sides of the office.

“Value is lost when a partner—whether it’s a business, academics, research, or strategic partner—avoids bringing a problem or contract to legal until the last step in the process and says, ‘Now we need the legal approval,’” she says. “We want to be in the trenches with you, giving you the real-time advice or some realtime input. I’ve always challenged our team to be problem-solvers and pathfinders. We don’t ever want to be seen as an office of ‘No.’ We want to be collaborators. That’s a really important theme for our office.”

Garcia notes that being on the front end of a problem or contract or idea means being able to move faster and more effectively, which is more significant than ever as OSU navigates the issues brought on by COVID-19.

“There’s no time to do it slower,” she says. “We’re solving problems day to day to day. It’s like a Rubik’s Cube. You solve one row and you move on to the next one. And you have to be flexible, because things can change in a moment.”

is honored to serve as a legal and business partner to

ANNE

Interim

and the legal, compliance and research administration teams at The Ohio State University.

“We’re solving problems day to day to day. It’s like a Rubik’s Cube. You solve one row and you move on to the next one. And you have to be flexible, because things can change in a moment.”

When asked what she loves most about working at OSU, Garcia didn’t hesitate to cite her colleagues. She realized she’d joined a very special team within her first week, and this feeling has not changed in the years since. She described programs at both the academic and medical campuses that anonymously support OSU employees in need as some of her favorite initiatives.

“I just couldn’t be prouder— and every time I talk about this, I get choked up—of the people I work with,” Garcia says. “They rally to problems. They don’t run away from them. The problems they tackle at this university are difficult, and they don’t get put on the front page of the paper like a winning football team. The wins happen quietly behind the scenes, but they keep doing it day after day after day.”

King & Spalding:

“Having worked closely with Anne on several game-changing transactions, I am consistently impressed by her intelligence, passion, and integrity. Anne is a confident leader and a true advocatefor her organization.”

–Torrey McClary, Partner

Evolving Her Alma Mater

At Clemson University, Beth Crocker helps shape agricultural law for all of South Carolina

By Clint Worthington

AGRICULTURE IS THE NUMBER-ONE INDUSTRY IN South Carolina, so it’s no surprise that Clemson University, one of the leading agricultural universities in the country, plays an active role in crafting regulation for the state. For Beth Crocker, senior associate general counsel at Clemson, it’s a tremendous responsibility—but one she treats with enormous pride.

Crocker has spent the past seven years doing legal work, including regulatory work at Clemson, where she also spent her undergraduate years getting her bachelor’s degree in animal science. During those early college years, while interning for citrus growers in Florida, Crocker was advised by one farmer to go into agriculture law. “He said I needed to either become a lawmaker and write policy or become a lawyer with agriculture clients because I understand the industry,” she remembers.

Based on that advice (and the aid of Clemson’s career services division), Crocker earned her JD at Drake University Law School and her LLM in agriculture law from University of Arkansas. Now, years later, she’s right back at Clemson, where she got her start, playing a crucial role

Beth Crocker Senior Associate General Counsel Clemson University

would require changes from closed captioning and identifiers on videos and images to providing scrolling options on web pages.

To address these issues, Crocker and her team conducted an emergency procurement to revamp the site to address accessibility concerns. The process opened Crocker’s eyes to the need for greater accessibility in her work at Clemson: “This comes back to creating a culture that we value and taking these concerns seriously,” she explains. In 2019, OCR followed up with a directed investigation.

Crocker painstakingly worked with Clemson’s tech support to address every concern while taking advantage of the technical support offered by OCR. This collaborative approach resulted in Clemson’s becoming one of the first universities dismissed from the investigation. Clemson and OCR reached a mutual goal of providing more accessible web options for users.

In addition to addressing these compliance issues, Crocker has been hard at work supporting the expansion of extension services offered by Clemson, helping bring the latest health research and university expertise

in navigating some of the most important agricultural regulatory issues the university has come across in its one hundred and thirty years of operation.

As senior associate general counsel, Crocker tackles a plethora of issues that face both the university and the state of South Carolina. Given Clemson’s role as a regulatory agency for several state agricultural services, Crocker finds herself handling areas as diverse as meat inspection and pesticide regulation as well as plant and animal diseases. She conducts complex legal research and counsels administrators, faculty, and staff on legal issues, all while spearheading a number of initiatives that shape agriculture policy in the state.

“It makes for a lot of continuing legal education,” Crocker notes.

One of Crocker’s biggest challenges over the past few years was resolving an investigation from the Office for Civil Rights, in which Clemson was cited in a general complaint about web accessibility. According to the complaint, the university website made it difficult for mobility-challenged individuals to navigate it. Greater accessibility

Craig Mahaffey

Bring Your Vision to Light.

to rural areas in South Carolina. While services and programs are a part of every land-grant university in the nation—thanks to the Smith-Lever Act of 1914—Clemson’s role in South Carolina agriculture makes its extension programs especially important and valuable for the communities it serves.

The extension service does more than transfer agricultural knowledge from universities to underserved areas. Crocker supports the agents who bring new health and nutrition information to these areas through extension programs. These include increasing overall health awareness, detecting early signs of cancer, managing and preventing high blood pressure, and other types of health care education not often afforded to rural areas.

Because extension agents are trusted members of the communities, Crocker hopes they give underserved areas a better chance to improve health and economic outcomes. “I encourage every general counsel who works for a land-grant university to remember the importance of the extension service in providing support to rural communities that produce and protect our food, fiber, and forestry resources,” she stresses.

Because of the history and success of the extension service, Crocker is currently working with Clemson’s VP of agriculture on a new initiative to help leadership in other countries set up extension model programs. “It’s been exciting to have so much interest and the backing of university and industry leadership in a tried-and-true model with a new application,” she enthuses. These initiatives make clear the diversity and importance of Crocker’s work, especially given the vital role agriculture plays in South Carolina’s economy. “Our regulators care about their jobs,” Crocker notes. “Our rationale needs to be reasonable, not arbitrary and capricious”—which is a virtue she credits to Clemson’s open, accessible, and constructive culture.

When it comes to doing in-house counsel work for regulators, Crocker believes the key to fair and balanced regulation is finding ways to protect the public without unnecessarily burdening businesses. Luckily for her, her team and her client base make that a thrill. “I’m blessed that I have great clients, but I have a great office I work with too, and wonderful outside counsel,” she says. This is vital work, made more rewarding by the fact that Crocker is doing it at the university where she started her higher education and it is a chance to give back. “It sounds so corny, but [being back] just makes you want to be a better person, because everyone around you is trying to be a better person too,” Crocker says, with no small amount of pride in her voice.

Grayson Law Firm is proud to join in recognizing Beth Crocker.

A Life More Abundantly Lived

Michael Norton brings a servant leadership mentality to Iowa State University, where he supports the midwestern institution in its mission to make the world a better place

By Cristina Merrill

MICHAEL NORTON HAD TOYED WITH the idea of working in higher education long before he joined Iowa State University as university counsel in July 2016. Norton had enjoyed his many years in private practice in Kansas City, but after handling litigation for around one hundred higher education clients across the country, he thought he could put his talents to even better use if he switched to the university side. He also strongly desired to be connected with one institution.

“The problems that would hit my desk were always at the end, when there was huge conflict or decisions were being questioned,” he says. “We worked hard to help our clients get through that, but I often found myself thinking, ‘Boy, if I had been on the ground when this dispute started, maybe I could have impacted this.’”

Norton was thrilled when a recruiter reached out to him about the opportunity at Iowa State. The Utah native and Drake University Law School graduate lauds the public land grant university as one that matches his values and perspective on higher education. He also raves about the wider Ames community.

Today, Norton oversees a team of six lawyers plus various support staff members at the midwestern institution. His responsibilities include advising university president Dr. Wendy Wintersteen and other senior university leadership regarding strategic decisions necessary to lead the university and overseeing the legal work required by an institution that has thousands of employees, tens of thousands of students, and the infrastructure necessary to support a $1.5 billion operation in a highly regulated industry. He has found the career transition extremely rewarding.

“A college campus just has this atmosphere of vibrancy and energy that is incredible to work in, and the issues that I face here are intellectually challenging and different every day,” he says. He adds, “I feel like what we do has an impact on the state, our students, and our faculty and administrators.”

The way Norton sees it, he’s not so much a strategic decision-maker as he is a strategic team member who helps facilitates the great decisions that university leadership makes. For this reason, he finds tremendous value in building trusting relationships with his colleagues across the university. Norton never wants his team to be viewed as scary, unapproachable lawyers. Far from it.

“We try really to be solution oriented, and if we’re in the room early, we avoid the consequence of telling people, ‘That’s not going to work’ or ‘The liability risk of that is too great,’” he says. “By being in the room when those ideas are being formulated, we can help shape the strategic decisions that are being made by the university.”

To this end, Norton believes in working with a servant leadership mentality. He has the utmost respect for the work that Iowa State does, noting that the university mainly focuses on student success and research that solves real-world problems. He believes he and his team are meant to support the university and the people within it as they come up with solutions to make the world a better place.

“It’s hard for me to imagine how you could be successful with any other type of leadership model, because we’re truly working with some of the brightest minds in the world on issues,” he says. “I see my role as helping them accomplish their goals and being a supportive, collaborative tool for them to use.”

Norton praises university leadership and his own team in particular for also embracing a servant leadership mindset.

“I have such a talented team,” the university counsel says. “I don’t ever want to get in their way. I want to support them and help them develop the skills and talents they have. That’s the best way for all of us to succeed, both as an office and as an institution.”

He continues, “That’s been a critical part of my leadership philosophy. That comes from just how I approach life in general. Life is more abundantly lived by serving others and recognizing the greatness that every individual has in their own path.”

Husch Blackwell:

“Mike’s legal experience and dedication to higher education show in his work as university counsel. He focuses not just on the law, but on university goals and the needs of its students. He truly cares for his team, clients, community, and even opponents. That, combined with a quick wit and ability to play the long game, contribute to concrete results for the university.”

–Hayley Hanson, Partner

Dan McClanahan

Michael Norton University Counsel Iowa State University

Learning Curve

Forced to stare down an ever-evolving pandemic, Cliff Iler of the University of Kentucky didn’t let fear of making a mistake prevent him from pivoting

By Kathryn Kruse

“I DIDN’T HAVE A CLASS ON HOW TO PRACTICE LAW for a university during a pandemic,” says Cliff Iler. But since March 2020, the deputy general counsel for the faculty, students, and research group of the University of Kentucky (UK) Office of Legal Counsel in Lexington has gathered a few ideas for what such a course might look like. The central theme? “Pivot. Don’t panic.” Another theme: “You can recover from a mistake. You cannot recover from indecision.”

Though the university as a whole is Iler’s client, he considers each individual he supports and advises as his responsibility. “I don’t meet with the university,” he explains. “I and the other members of my team work with the people who make things happen day to day.” Those people include the provost and vice president for research. They also include faculty, staff, and students within UK’s sixteen colleges. “To a certain extent,” the counsel says, “I have thousands and thousands of university clients.”

UK’s International Center also comes under Iler’s purview. While in 2019 that meant a trip to Spain, visiting entities that support UK’s study abroad programs, in 2020 it’s meant creative legal work in response to COVID-19. Legal upheaval for the university’s 1,600 international students and hundreds of international faculty and staff—as well as its study abroad programs—fell to Iler. His team ran a full-court press, responding to, and trying to pull ahead of, concerns with exchange agreements, distance learning, and taxes.

“There are faculty and graduate students who couldn’t come to the US, but we needed them to teach,” Iler says, referring to one immediate issue. Beyond basic tax codes, sanctions can come into play too. The university also found itself having to cancel certain contracts due to the pandemic. In thirty years, the counsel says ruefully, he had never looked at force majeure clauses, which enable parties to terminate a contract if they cannot perform due to an “act of God” or some other unexpected event—like a pandemic.

Similar to universities around the world, UK discovered itself in a crisis, and Iler began looking. “We were doing our best to understand laws and regulations for dozens of countries, even as these regulations changed in response to COVID,” he says. Iler cautioned his team even as it did its best research, risk assessment, and decision-making: “Don’t let fear of making a mistake stop you from moving forward. You may stumble, but keep moving.”

Early on, Iler developed these leadership ideas—keep moving and pivot—while playing basketball in high school and college. “I was not the star. I was not the leading scorer,” he says of his basketball career. “My job was to do what it took to help the team be successful.”

For his current team of five—two senior associate general counsel, one associate general counsel, a paralegal, and an administrative assistant—Iler continues to lean on the same principles. Adequate resources and clear roles are also paramount. And once those roles are established, Iler gets out of the way and lets his team perform. Though he runs conflict interference and defends his team, he does not micromanage. The deputy general counsel views himself as a player/coach because he acknowledges, “The team is the focus, not just my individual success.”

Iler’s leadership, and the cohesion of his team, were recently on display during a seamless transition to remote work. “I’m going to brag on my team,” he says. “They have performed well during the pandemic. They rose to the occasion.”

Iler came out of undergrad with an English and economics double major, eventually assessing his options and deciding on law. At an Atlanta firm, he practiced product

“To a certain extent, I have thousands and thousands of university clients.”

liability, and while he enjoyed trial law, he says, “In the end, it was two parties fighting over money.” He shifted to an academic medical center, and then, in 2009, the time came to return to his home state. The University of Kentucky offered him a position with the Office of Legal Counsel, supporting the university’s healthcare colleges and hospitals.

In 2018, he transitioned to his current position, which focuses on faculty, students, and research. Iler says he enjoys this current role more than any other he’s held. He summarizes his expansive duties, saying, “Our goal is to promote opportunity for students and faculty.” Being surrounded by learning—while he continues to learn himself—only adds to his satisfaction in his position.

“I don’t know if I can remember my life before COVID,” the deputy general counsel says, laughing. But his role has always been one requiring response to constant flux. On any given day, he says, “I think I’m going to clear things off my to-do list. Instead, I’m reacting.” He constantly reprioritizes. With perhaps only a short presentation on the calendar for a given day, Iler will finalize a settlement, respond to a discovery requests from outside counsel, address issues related to the university’s accredi-

tation body, and advise on questions around virtual training, criminal trespass, and a challenging faculty member. Clearly defined right and wrong decisions rarely exist in Iler’s experience. Instead, he chooses the best course of action. “You are in the middle of the gray,” he says. By following William Thro—a mentor and general counsel for the university—Iler has been trained to view himself as more than an attorney. Though he provides plenty of advice about law, he is also expected to be a counselor and a problem-solver. “I get to the result while managing risks,” he says.

If Iler took classes right now, he says they would be in history or English. But that’s hardly a priority. Instead, he plans to continue his education and research into the fictitious but vital class focused on the convergence of law, higher education, and pandemics.

Steptoe & Johnson PLLC:

“Cliff impresses with his resourcefulness, recall, and responsiveness. Successful in the private sector, Cliff has excelled as counsel to academia. Cliff guides UK in a variety of practice areas. He is terrific with outside counsel.”

–Jeff Phillips, Member Robyn

W. Iler

Cliff Iler Deputy General Counsel for Faculty, Students, and Research Group University of Kentucky

A Higher Calling in Higher Ed

Stephen Owens left private practice to lead legal services for the University of Missouri System—and he’s convinced a whole team of expert lawyers to join him

By Zach Baliva

THE OFFICE OF THE GENERAL COUNSEL (OGC) FOR the University of Missouri System includes a valedictorian, a Rhodes Scholar, and state bar association award winners. Many of its members hold multiple degrees and have served as law clerks for judges in the US Court of Appeals, the US District Courts, the Missouri Supreme Court, and the Missouri Court of Appeals. They’ve practiced in the Department of Justice, the Attorney General’s Office, and at the nation’s top firms. Many of them took pay cuts to move to Columbia, Missouri, and join the OGC.

Stephen Owens, who leads the team as general counsel, is one of them. A University of Missouri and Wake Forest University School of Law graduate, Owens served as a federal court law clerk and spent twenty-six years at the large Kansas City–based firm Stinson, where he chaired the litigation department and earned spots on The Kansas and Missouri Super Lawyers and The Best Lawyers in America peer review lists.

In 2008, Owens left private practice for his current role. “I was really happy where I was, and I was certainly making more money, but the opportunity to work in higher ed at my alma mater was too great an opportunity to pass up,” he explains. “I’ve always felt that, next to faith, education is the great equalizer, and that motivated me to come here.” The opportunity also allowed him to serve in interim positions as system president and university chancellor.

The University of Missouri System includes four universities, an academic medical center, and an extension program, with seventy thousand students total enrolled at the land-grant and research-intensive institutions. Many universities have specialized teams of lawyers assigned to certain tasks at each campus and might even rely on their state attorney general for litigation services. But in the University of Missouri System, one dynamic team works to provide a broad array of services.

That comes with unique challenges: at any moment, Owens and his colleagues might receive questions related to faculty or staff employment, commercial transactions, athletics, student rights and welfare, gifts and fundraising, medical malpractice, or healthcare. Owens inherited the structure, and while he’s fielded suggestions to change it, he believes the

current setup works best. “The legal advice one centralized team provides to a large university system is consistent, cost-effective, and independent of local influences,” he says.

All personnel work together at the Columbia campus, which creates important synergies. A lawyer working in one practice area can easily get input from a colleague with different expertise on any legal matter that may arise. Owens gives much of the credit for the office’s success and smooth operation to Deputy General Counsel Paul Maguffee, a Missouri native and Michigan Law School graduate.

For highly specialized legal advice, though, the OGC sometimes has to look elsewhere. One campus facility, for example, houses the nation’s most

Stephen Owens General Counsel University of Missouri System

Michael Cali

powerful nuclear research reactor. Scientists use the ten-megawatt device, powered by enriched uranium, to develop radiopharmaceuticals and explore new cancer treatments. Rather than retaining an in-house Nuclear Regulatory Commission expert, Owens partners with an outside firm for matters related to NRC safety requirements and regulations.

Currently, chief healthcare lawyer Robert Hess, a double Vanderbilt graduate and former law clerk for the Missouri Supreme Court, handles legal issues related to the $250 million NextGen Precision Health Initiative, which includes the largest build -

ing project in system history. Jenelle Beavers, a Michigan Law School graduate and former DOJ lawyer, is handling the philanthropy issues associated with it.

Owens is also helping the University of Missouri Science and Technology set up schools, institutes, and scholarships funded by June and Fred Kummer’s recent $300 million donation, one of the largest gifts ever made to a public university. “There are not always preexisting boilerplate forms for us to follow in our work,” Owens says. “Many unusual circumstances require us to think and work outside the box.”

When faculty and researchers invent or discover something new as part of

^ Lana Knedlik and Deputy General Counsel Paul Maguffee pose with the MU Research Reactor.

Michael Cali

^ Left to right: Robert Hess, Jenelle Beavers, and Jon McGough stand in front of the NextGen Precision Health Institute, a new research center dedicated to interdisciplinary collaboration and the next generation of precision health discoveries and advancements.

Left to right in a Boone County, Missouri, courtroom: Antwaun Smith, Joel Poole, Paul Maguffee, Kelly Mescher, Nicholas Beydler, Emily Little.

STEPHEN OWENS

We enthusiastically applaud Steve Owens for another year of outstanding performance as General Counsel for the University of Missouri System. Steve’s extraordinary leadership and innovative thinking are ever-present hallmarks of his distinguished career.

We are proud and honored to work with Steve and the University of Missouri, and we look forward to continuing to support the University’s goals.

their employment, any intellectual property created is owned by the university system—which means that the OGC needs a strong IP and transaction team. When it came time to hire an IP lawyer, Owens wanted someone with a proven track record and good academic credentials.

He found Lana Knedlik, a former law firm partner with degrees in chemical engineering, biology, and pharmaceutical sciences as well as a patent license. Knedlik, a University of Kansas School of Law alumna, clerked on the US Court of Appeals for the Tenth Circuit. Owens often pairs her with transactional lawyer Matt McNamee, a University of Chicago and Boston University graduate who honed his skills at national firms in Boston and the Midwest before coming to the university. Recruiting such highly qualified lawyers can be difficult. “I have to find excellent and experienced lawyers with expertise in specialty areas and then convince them to move to the middle of Missouri for less money than they’re currently making,” Owens says. But he does have one major advantage: Owens knows that, like him, many lawyers are looking for meaningful work. A university system like Missouri affords top lawyers a unique opportunity to do cutting-edge work as part of a collegial, high-performing team.

Seeing students graduate is particularly rewarding for Owens, who attends at least one graduation per year. He says the best part is when a student becomes the first in their family to graduate and he can hear proud parents cheering from the crowd. “It’s a great feeling to know that you’ve supported a system that has made a real impact in someone’s life,” he says. “It’s a perfect reminder of why we chose to serve in higher education.”

“There are not always preexisting boilerplate forms for us to follow in our work. Many unusual circumstances require us to think and work outside the box.”

Kevin Reed brings a history of civil rights litigation to the University of Oregon, furthering its commitment to becoming a more just, diverse, and prestigious institution

By Clint Worthington

From Good to Great

BEFORE JOINING THE UNIVERSITY OF OREGON IN 2015 as vice president and general counsel, Kevin Reed had spent a lifetime using the law to enact positive change in his community. Now at the legal helm of a billion-dollar educational entity—one of the largest in the country— Reed juggles issues such as diversity measures, campus policing, and the COVID-19 pandemic. He views these challenges as a chance to bring his unique brand of integrity and practicality to further the university’s mission.

In 1990, Reed won a Skadden Fellowship to work for the NAACP Legal Defense and Educational Fund, a job he took after clerking for the Honorable Dennis W. Archer on the Supreme Court of Michigan. He worked on cases involving police misconduct, housing discrimination, and public benefits discrimination. “It was a job that was enormously emotionally satisfying,” he remarks.

After making a name for himself as a civil rights litigator, Reed moved into private practice. He joined LA law firm Strumwasser & Woocher, which “believed very much in ‘doing good while doing well.’”

But it was while serving as general counsel for the LA Unified School District (and later UCLA) that he saw the utility in working for the kinds of institutions that would normally become defendants in his civil rights cases. “Rather than waiting to sue people for making bad decisions on the back end, you can force conversations that result in better decisions on the front end,” he explains.

Soon, Reed was drawn to the University of Oregon by new president Michael Schill, who’d been the dean of the UCLA law school when Reed worked there. Since 2015, he’s applied many of the principles of civil rights litigation to his work at the university. “I try to help make legally compliant decisions, but ones that push the envelope in ways that really help advance civil rights,” he says.

Diversity initiatives are high on Reed’s list—a difficult task because the state of Oregon itself lacks diversity. As such, fostering inclusion and ensuring hiring parity in race, gender identity, and sexual orientation require creativity and risk-taking.

In faculty hiring, for instance, one of the biggest myths Reed has to combat is that it’s illegal to pay attention to

Putting Out Fires

Outside of his work at the University of Oregon, Kevin Reed spent many long hours in September 2020 as a volunteer firefighter with McKenzie Fire & Rescue. He helped protect homes from the historic wildfires that blew into the McKenzie River Valley, which Reed calls home.

“It gave me the opportunity to spend hours that I wasn’t otherwise at my desk out there with a great team of women and men, feeling I was doing something,” he says.

Charlie Litchfield

Kevin Reed VP and General Counsel University of Oregon

millernash.com

applicants’ race or ethnicity. “My job is to help them understand that, in fact, the greater risk is not paying attention to those things,” which can inadvertently result in candidate pools so homogenous as to be actionable, he says.

Reed also finds ways to destigmatize the legal function at the university. “The worst thing you can do as general counsel is to become the office where great ideas go to die,” he says. Instead, he positions the office as a thought partner, which allows him to help people find a legal, ethical way to achieve their goals.

The scope of a large public research institution is like a small city unto itself. The university has on-campus animal research facilities, restaurants, housing, a health center, athletic facilities, and its own police and fire departments on top of its faculty and twenty-two thousand students. “You never know what’s going to come your way, but that makes the job incredibly fun,” he muses.

One of the most exciting initiatives Reed has encountered is the University of Oregon’s new science campus, the Knight Campus for Accelerating Scientific Impact. President Schill set a goal to build out an entire campus that would translate the campus’s scientific discoveries into actionable ways to better mankind. With the aid of a $500 million gift from Penny and Phil Knight, one of the university’s most renowned alumni, the initiative is sure to raise the university’s profile as a leader in scientific research.

“It was a marvelous opportunity to get in on the ground floor of something brand-new and innovative,” Reed says. He was tasked with acquiring the property on the other side of the street from the main campus, which meant working on eminent domain and condemnation issues.

The acquisition of the land for that initiative, and the other work Reed does every day at the University of Oregon, all goes toward Reed’s long-term ambition to see the campus become known as one of the most reputable, ethical institutions in the country.

We’re honored to work with Kevin Reed and the University of Oregon as they foster connections between students, faculty, and local, regional, and national communities.

Miller Nash Graham & Dunn balances a unique blend of tradition and innovation to meet the evolving needs of our clients, our people, and the communities we serve.

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

Balance in Litigation

For twenty-five years, Mark Sweeney has litigated tough cases at Pacific Gas & Electric Company (PG&E) to create outcomes that serve the company, its customers, and the public

By Will Grant

For as long as he can remember, Mark Sweeney has had a way with people. Well before law school, the future litigator realized he was wired to read a room—he listens closely and can suss out people’s intentions. Sweeney’s sweet spot, though, is around a negotiating table.

The senior counsel for litigation at Pacific Gas & Electric Company (PG&E) has never sought out managerial roles. In fact, when he was hired to run PG&E’s in-house claims department, heading up a team of forty people, he realized that wasn’t his niche. “I was spending more time managing and administrating than being a lawyer,” Sweeney says. “Thankfully, I was able to get onto the litigation team.”

And for the last quarter century, that is where Sweeney has been: on the front lines of power outage disputes, business interruptions, and shareholder protections. “My philosophy has always been if there’s something meaningful going on, I want to be involved,” Sweeney says. “That’s what feels the most important to me. I hope I’ve developed a reputation as someone who helps the company and helps those we serve.”

“Mark is an exceptional lawyer, a skilled negotiator, and a genuinely great guy,” says Sandra Smith Thayer, partner at Pasich. “I am always impressed by his calm, cool, confident demeanor, even under the most stressful conditions.”

What’s perhaps most telling about Sweeney is that after finding his niche, he’s done what many others in his space might actively avoid doing: he’s stayed. In fact, the litigator has endeavored to stay close to the most active parts of his practice, never stepping away from any challenge that comes his way.

Based in San Francisco, PG&E provides vital services that are put to use—and sometimes to the test—every day. The sporadic occurrence of earthquakes, seasonal wildfires, and even California’s diverse and varied landscapes all present unique challenges for the utilities provider.

“In our service territory, we have everything from coastal regions to inland valleys, from sprawling cityscapes to massive national forests,” Sweeney explains. “The way we maintain our facilities in these environments differs too. Maintaining inspections in these areas is very important, but also challenging.”

PG&E engineers constantly keep these landscapes in mind when designing and placing equipment. Sweeney and his team work with them to flag any potential problems and ensure public safety. In downtown San Francisco, for example, PG&E has road covers that contain underground gas and electric equipment.

“Sometimes people slip or trip on them,” Sweeney notes. “So the legal team will meet

Craig Isaacs

Mark Sweeney Senior Counsel—Litigation Pacific Gas & Electric Company (PG&E)

with the business and say, ‘These are some of the things that we’ve seen in our litigation profile, and we’d like to talk to you about whether there’s something that can be done in the name of loss prevention to better protect the public.’”

Flagging small events like this helps PG&E avoid larger issues in the future. But naturally, not every accident is avoidable. And with clients coming from all walks of life, Sweeney’s ability to put himself in others’ shoes is essential to resolving any dispute.

“It’s a constant balancing of interests because when a lawsuit first comes in, I try to understand who brought this litigation: a small business, a major customer, an individual, a family, or even an industrial customer. I try to understand who they are and how they’ve been affected,” he says. “Then I start to assess what the financial exposure might be in any particular case. Ultimately, I’m looking for a settlement that is fair for the litigants, in the best interests of our shareholders and customers, and serves the broader public good.

“I always try to step in the other side’s shoes and really try to discern what’s important to them,” Sweeney continues. “They want to be heard. Sometimes they perceive us as this monolithic entity, so I try to understand what it is that they’re asking for to help drive us toward resolution.”

The lawyer’s knack for connecting with those on both sides of a negotiation is well known at PG&E. Over the last decade, Sweeney has continued to build a deep rapport with PG&E’s risk organization. “I’ve gotten very close to the financial risk organization within PG&E, which has allowed me to fill in gaps for underwriters and insurance companies on PG&E’s litigation process and lets prospective clients know just how proactively the litigation group operates,” Sweeney says.

“Our business is about providing safe gas and electric service to millions of customers in northern California,” the lawyer notes. “My job isn’t about going into court and fighting with our customers. The company generally wants us to resolve litigation fairly and amicably. These aren’t random lawsuits; these are customers who have an ongoing relationship with us. We’re here to try to make things better.”

Sweeney’s love for being where the action is also extends to the rest of his life. He loves hockey—he started playing on ponds in Michigan, hockey stick in hand, and still plays in a recreational league. Along with other legal team colleagues, he is also a volunteer for PG&E’s Emergency Operations Center (EOC). The matrix organization is activated in times of emergency, most recently for COVID-19, and is staffed by

Expertise Spotlight

For more than two centuries, Cravath has been known as one of the world’s preeminent law firms. Each of our practice areas is highly regarded, and our lawyers are widely recognized for their best-in-class legal work. Our representation of significant global companies and financial institutions, some of which have retained the firm from their inception, has enabled us to develop an extremely broad-based practice. We are not, and do not strive to be, the largest law firm measured by number of offices or lawyers, but rather to be the firm of choice for clients with respect to their most challenging legal issues, business transactions, and critical disputes.

Cravath is one of the few true partnerships among the top law firms of the world, and we are structured to ensure that all clients receive the benefit of the firm’s overall knowledge and experience. Our lawyers advocate for our clients’ objectives in a highly commercial and pragmatic way to help them identify and implement workable business solutions. We further believe that excellence and diversity go hand in hand, and that clients are best served by teams of outstanding lawyers from diverse backgrounds with different perspectives, experiences, and insights.

Expertise Spotlight

Pasich is proud to have partnered with Mark Sweeney and the entire PG&E legal team over the past five years. Recognized as one of the preeminent insurance recovery firms in California, Pasich focuses exclusively on highvalue, complex insurance recovery and insurance broker malpractice claims and litigation. Our clients will attest to our team’s depth and breadth of knowledge. Known throughout the industry for being fearless in taking on difficult cases, we provide innovative solutions tailored to the client’s unique situation. The team’s analytical rigor enables us to develop factual arguments based on the nuances of policy language when insurers deny claims.

While the firm is experienced in all areas of insurance coverage, Pasich is best known in certain core areas, including coverage for wildfires and other natural disasters, directors and officers insurance, employment (e.g., wage and hour coverage disputes, and COVID-19 business interruption claims), entertainment and sports insurance coverage, and insurance broker liability.

Full Circle

PG&E has elected to move across the San Francisco Bay to Oakland, which is notable mostly for the address the company is moving to. When Mark Sweeney started his career in law, it was at a firm in Oakland located at 300 Lakeside Drive. Thirty-two years later, Sweeney aims to finish his career at the same address where he started it.

people from all over PG&E. “I like to dive into the middle of things, so I volunteered right away,” Sweeney says.

The lawyer has been on call when the company had to proactively power down parts of its power grid to mitigate the possibility of more wildfires breaking out. He was also on call during the first two weeks of the pandemic. None of this is in his job description, but for Sweeney, it’s part of a higher duty to serve that others at his company have also embraced.

The uncertainty of 2020 created difficulties for every company, and PG&E is no different. As of November 2020, Sweeney explains, “We’ve just come out of Chapter 11, and we have to reestablish ourselves in terms of making sure we’re on secure financial footing.” And the unique challenges of climate change are particularly relevant to a company that provides gas and electricity among miles and miles of dry brush.

As PG&E pushes into the future, it plans to try to stay one step ahead of the unpredictability climate change brings, strength testing gas pipelines in case of earthquakes and enhancing vegetation management procedures to avoid feeding wildfires. “[Climate change] is a reality that is happening,” Sweeney says, “and other lawyers and businesses really need to recognize how it’s going to impact their own lives.”

Although combating an issue so huge seems like an especially daunting task, Sweeney says it’s just part of the job. And with his people-centric senses leading his litigation strategy, he won’t let this challenge be the first he shies away from. Instead, he’s diving in headfirst to help solve it.

Steptoe & Johnson LLP:

“Mark excels at analyzing and navigating complex cases to successful resolutions by combining his superb judgment and business savvy. He also is a master strategist and negotiator. Partnering with Mark is a true pleasure.”

–Laurie Edelstein, Partner

Never a Dull Moment

Iron Mountain employment pro Cindy Westervelt likens employment law to a game of chess—and she’s more than happy to play

By Cristina Merrill

THERE IS NO SUCH THING AS A BORING DAY AT WORK for Cindy Westervelt, an Iron Mountain director and senior counsel of employment and labor for North America. The way she puts it, no two stories are the same in her field, which has contributed to an intellectually stimulating career. She compares employment law to navigating a chess game, as it requires following the law, doing what’s right, and creating a culture of fairness, engagement, and productivity for employees.

“That’s what all employment lawyers are trying to do,” Westervelt says. “They’re trying to make their business better. If I’m doing my job right, I’m helping the employees of my company, I’m helping my company achieve results, and I’m complying with the law. That sounds simple, but it’s sometimes very hard to navigate because the area is often so gray, and 100 percent compliance at all times can be difficult to achieve.”

Cindy Westervelt Director and Senior Counsel of Employment & Labor, North America Iron Mountain

Westervelt joined Iron Mountain in June 2018, after a recruiter she knew alerted her to the in-house opportunity. Westervelt, who started her career as a general litigator, was familiar with the enterprise information management services company thanks to its famed boxes, which she herself had used to store files at prior employers.

Today, Westervelt leads a team of four lawyers who do commercial transaction work and commercial litigation. She is responsible for labor and employment law, compliance, and legal strategy for North America. This involves working with company executives and human resources leaders on the people component of their business strategies. Her role also involves dealing with employment disputes, such as lawsuits, class actions, and labor grievances.

Westervelt’s work has a major educational component too: keeping her clients up-to-date on the legal landscape and some common issues facing human resources. To this end, Westervelt recently put together a reasonable accommodations training session for the Iron Mountain human resources team. She incorporated examples from prior clients and case laws into the training and provided templates and informational sheets to use to navigate accommodation requests.

“For employment lawyers, that is the hardest area to give advice in because it’s so gray. And frankly, it’s the most difficult for businesses to wrap their heads around because employment laws, particularly in the US, largely come down to being fair,” she says. Disability laws sometimes dictate differential treatment for employees with disabilities, “so you may need flex rules or flex schedules or to exempt them from certain tasks.”

From a project point of view, Westervelt is proudest of working with company leaders on a global initiative to help Iron Mountain better serve its clients. “We’re going through a reinvention of the company and are focusing more on what our customers really need with respect to digital offerings,” she says. She adds that the initiative positions Iron Mountain to help clients leverage the data they store in a meaningful way to drive their particular business objectives. Westervelt supported the transformation of the workforce and talent strategies to advance the company’s evolution.

Congratulations to Cindy Westervelt on her Modern Counsel profile.

Seyfarth is proud to partner with Cindy, Iron Mountain’s Director and Senior Counsel for Employment and Labor.

We are honored to work with Cindy in facilitating the success of Iron Mountain in 2020 and beyond, and we look forward to supporting her in many more successful initiatives.

“As a team, we did an amazing job of positioning the company to be successful for its next iteration, and I feel very proud of that,” she says.

She’s also proud of the high level of cooperation and understanding between Iron Mountain’s departments. “Employment lawyers aren’t always the ones giving the easy advice, meaning giving your client what they want to hear,” she says. “But we’ve created a relationship where we can disagree. We can debate and argue, but we both know that we’re trying to do what’s best for the company and for our employees, and we move forward in that vein.” Having a trusting relationship wherein both parties are focused on the same goals, she adds, can help create the best solution in some of the gray areas of employment law.

The way Westervelt sees it, she wouldn’t be where she is today had she not been open to new and different experiences. She notes, for example, how beneficial it was to serve as the head of human resources for North America at Staples after serving as that company’s in-house counsel. The HR role gave her “a completely new and different perspective on employment problems,” she says, “that I never would have had if I had just stayed on the path that I was on.”

Her experiences have taught her another especially valuable lesson: she loves the in-house counsel life. Yes, working at law firms and even running her own law firm at one point taught her many things, but those experiences also showed her the kinds of lifestyles she did not want to have and the type of work on which she thrives—being part of a team and supporting business growth for her clients.

“You’re not going to break anything by taking a chance on something,” she says. “You can course correct. You can always move in a different direction if you’re the kind of person who is open to embracing new things.”

www.seyfarth.com

Seyfarth Shaw LLP: “Cindy’s core values match Seyfarth’s: excellence, teamwork, inclusion, and commitment. She continues to impress me every step of the way, and I am proud to call her a client, but more so a friend.”

–Ariel Cudkowicz, Partner

Effortless IP

By Keith Loria

DUO CHEN HAS LONG BALANCED HER PASSIONS FOR tech and the law.

After earning a bachelor’s degree in electrical engineering from George Washington University and a master’s degree focusing on telecommunication and computers from the University of Maryland, she obtained her law degree from Georgetown.

“My interest in law started in college, when I saw some friends from engineering school go on to study law. They taught me about how intellectual property, as a specialization, allows you to leverage the skill set you learn as an engineer,” explains Chen, now the senior director of intellectual property at Box, an online file-sharing and cloud-based content management service.

Chen started her career as a patent examiner with UPSTO. “I was really intrigued by the newest and latest things people were coming up with but also challenged by the legal issues,” she recalls. “It was the best of both worlds.”

As Box’s senior director of intellectual property, Duo Chen applies her legal mind to complex IP challenges

Thanks to her electrical engineering and computer science background, Chen was in demand as a patent litigator in the Bay Area. Following stints as an associate at law firms Latham & Watkins and Orrick, Herrington & Sutcliffe, Chen started a three-year run as IP counsel at SAP Labs in 2005. She then spent the next six years as senior managing counsel for Oracle.

“At the patent office, I dealt with the nitty-gritty of patent applications early on. Once I started to work with law firms, I explored more of the litigation aspects, which involved patents and other forms of IP, to round out my skill set,” Chen notes. “I learned what needs to be taken into consideration once someone has the patent and is licensing or doing deals.”

The opportunity to become Box’s first ever IP in-house counsel came along in 2014, about six months before the company filed for an initial public offering. Chen seized the chance to formulate the company’s IP strategy and make a direct impact on business growth.

She calls those early days “interesting” and an “eye-opener.” She explains, “Initially, when I came in, there was a lot of effort learning what had been done and how to reposition it to build a program that made sense. There just wasn’t an internal process or cultural

knowledge space. On the one hand, I had to do a lot of hand-holding and training, which I really enjoy doing because you get to work with the engineers firsthand. On the other hand, I brought some new technologies in, such as a patent management system.”

The patent management system gives inventors the ability to come in and self-service their inventions and disclosures, allowing Box to better manage its patent portfolio.

“It’s always my goal to work with engineers, knowing that fighting for patents is important for the business but is not their core responsibility. They need to spend most of their efforts in building new product features and making sure all the product runs smoothly and in a secure fashion,” Chen states. “My goal coming in is to make sure that with the patent filing, protection, or IP work, I minimize their effort and make it as easy as I can for them.”

Chen enjoys working as an integral part of the Box team, at the cutting edge of new technology.

“I like to challenge the engineers to think beyond what they are currently building,” she says. “We often do brainstorm sessions and think a little bit further about what else we can do to make our product even better.”

Duo Chen Senior Director of IP Box

“I like to challenge the engineers to think beyond what they are currently building.”

Courtesy of Box

Compared to when she focused almost exclusively on patents at larger corporations, Chen finds her work at Box allows her to touch every piece of the IP puzzle needed for a company to operate. This means she works closely with branding, marketing, and product teams to properly protect the Box brand.

Now, with the foundational pieces in place, Chen’s plans for the future include fine-tuning Box’s processes, continuing to support all business growth, and bringing in more technology to help manage the IP portfolio more easily and efficiently.

“I’ve always held the view of wanting to go deep into areas I specialize in, but I’m also interested in broadening my knowledge areas,” Chen shares. “IP really touches on everything. It’s a key piece when we’re engaging with other companies, and we need to think strategically on where and how it makes sense to build internally or collaborate. That keeps everything more interesting.”

Vista IP Law Group:

“Duo Chen is a smart, dedicated attorney who is well versed in all aspects of IP law. She brings both unparalleled experience and thoughtful insight to consistently come up with practical solutions to very complex and thorny legal issues.”

–Peter Mei, Partner

The Culture of Compliance

Ryan Specialty Group’s Michael Blackshear says the modern compliance officer needs to fully understand an organization’s culture before implementing an effective compliance plan

By Billy Yost

Michael Blackshear SVP and Global Chief Compliance Officer Ryan Specialty Group

MICHAEL BLACKSHEAR TALKS ABOUT HIS JOB WITH unmatched confidence. He answers each question not with measured responses but with fully formed ideas. He provides the year of his father’s honorable discharge from the United States Navy (1959) with the same automatic yet passionate aptitude with which he illustrates his approach to the three lines of defense for an effective risk management model.

Blackshear has thought long and hard about what his job means, how to perfect the role, and what it takes to be a modern, forward-thinking compliance officer at Ryan Specialty Group (RSG). By his own standards, he has only recently come to fully understand the company’s inner workings and nuances. That hard-earned knowledge allows him to take a more proactive approach to evolving the compliance culture.

“You can’t go into an organization, flip a switch, and say, ‘There’s your compliance structure,’” Blackshear says. “You’re trying to find something that’s both sustainable and evergreen so it can be constantly self-improving. It’s what our regulators, clients, and employees expect.”

The twenty-nine-year risk management and compliance veteran was, most recently, the CCO for Chubb’s North American operations, where he successfully navigated the compliance framework integration and transformation during the ACE/Chubb merger. Prior to that, he served in progressively promoted roles at Marsh & McLennan, KPMG, and PwC, all after starting his insurance career as an underwriter trainee and insurance broker for Continental Insurance and Alexander & Alexander, respectively.

Andrew Collings

“My training ground was working at an accounting, tax, and advisory practice for two Big Four firms,” Blackshear says of his early days. “One year at a Big Four is like three years in industry because you deal with many issues and your role is to create solutions. That’s something I see as the function of my role today. How do I tailor a compliance framework for whatever organization I belong to that really fits the mold of the company? There is no cookie-cutter approach.”

Blackshear’s intuitive nature has been apparent throughout his career. “I met Michael nearly twenty years ago and was immediately impressed. He seemed intuitive beyond his years, and it was clear to me that he was on a ‘fast track,’” says Jonathan F. Bank, of counsel for Locke Lord. “His combination of charisma, confidence, and intelligence is always in demand, and RSG is now the beneficiary of his talents.”

That personalized, culturally reflective approach to building out an effective compliance program is essential for the senior vice president and global chief compliance officer because of the wide-ranging nature of his role. “I look at the modern compliance officer as a business partner, a marketer, an influencer, and a behavioral psychologist,” Blackshear explains. That begins with understanding the business, but more important, its products, people, and the regions it which it operates.

“I have to understand the products and our services to be an effective business partner,” he continues. “I have to work with the business to operationalize the regulatory

requirements. I have to influence the business in doing the right thing so as to embed that into the culture. I have to be a marketer to make sure people understand the importance of the framework. And I have to be a behavioral psychologist to help manage any company’s greatest risk, its people, who are also its greatest asset.”

“Michael brings such an important set of skills to the CCO role—strong substantive knowledge of insurance and the law as a foundation, a real ability to ask the right (and at times tough) questions, an understanding of the business and strategic implications, a high EQ, and communications skills that bring out the best in people around him,” says Kara S Baysinger, partner and colead of Mayer Brown’s US insurance regulatory and enforcement practice.

As Blackshear continues to tailor custom compliance solutions at RSG, he’s also working to help address one of the insurance industry’s most ingrained issues: diversity and inclusion. “There are three million people employed in the insurance industry,” Blackshear recalls of the 2019 US Bureau of Labor Statistics report. “Eighty percent of those people are white, and those numbers haven’t really changed in my twenty-nine years in the industry.

“Like many, this isn’t an industry that has a great reputation of being a destination for diverse talent,” he adds. “I truly believe there are very strong and compelling ethical and business reasons why it is important for the industry to value and act upon creating a more diverse and inclusive environment.”

“You can’t go into an organization, flip a switch, and say, ‘There’s your compliance structure.’ You’re trying to find something that’s both sustainable and evergreen so it can be constantly self-improving.”

Founded in 2010, Ryan Specialty Group, LLC is celebrating its 10th anniversary and is a leading international specialty insurance organization, which o ers wholesale brokerage services and delegated underwriting expertise in the form of binding authorities, programs, and 22 highly specialized managing general underwriting companies. In addition to these operating business units, RSG has service providers that are designed specifically for brokers, agents and insurers.

ryansg.com

In the Cards

How Mike Ebner has helped Discover go from a newly independent company to a recognized leader in financial services in less than fifteen years

By Zach Baliva

DISCOVER FINANCIAL SERVICES

reached a turning point in 2007, when Morgan Stanley spun off Discover as a stand-alone, publicly traded company. Leaders said the spin-off would “position both companies for continued success,” grow Discover’s credit card issuing business, and create long-term value through other endeavors. There was one problem: Discover needed to quickly build out its own treasury organization and structure.

Enter Mike Ebner. The corporate banking and finance expert, trained at the Northwestern University School of Law, came to Discover in 2007 shortly after the spin-off from Morgan Stanley

to help solidify the infrastructure that would let the newly independent company thrive. When he arrived, Discover’s treasury group had just five people. “The bones were in place, but we needed to flesh it out very quickly to accomplish all that needed to happen,” Ebner recalls.

Ebner came with seven years of experience at Chicago law firms Chapman and Cutler and Goldberg Kohn, where he represented banks and finance companies in a variety of financings, primarily middlemarket leveraged buyout transactions. As Discover’s director and senior counsel of corporate, banking, and

finance, Ebner not only supported the finance and treasury departments but also managed corporate governance matters for Discover’s twenty-five legal entities and supported Discover’s acquisition transactions.

Everything went according to plan— until the 2008 financial crisis. Discover’s stock, which spun off from Morgan Stanley at $25 per share, dropped as low as $4. As borrowers braced for economic trouble, Discover faced rising delinquency rates and financial markets in turmoil.

In response, Ebner and his colleagues petitioned the Federal Reserve to become a bank holding company

eligible for financial assistance under the US Treasury’s Troubled Asset Relief Program (TARP). The Fed agreed, giving Discover access to $1.225 billion in TARP funds. While the move helped Discover weather the economic downturn, it also brought increased regulatory oversight from the Federal Reserve and the Consumer Financial Protection Bureau—created under the related Dodd–Frank Act—in addition to Discover’s primary regulator, the Federal Deposit Insurance Corporation (FDIC).

Following the crisis, Ebner, who had mastered the ins and outs of Discover’s corporate structure and intercompany arrangements, was selected to lead Dis-

cover’s preparation of annual regulatory resolution plans under Dodd-Frank for both Discover Financial Services and Discover Bank to deliver to the Federal Reserve and FDIC. The initial plan prepared for the parent company—which described Discover’s legal entities and core business lines and how regulators could resolve the company in the event of an unexpected insolvency—totaled a thousand-plus pages.

Ebner met with dozens of leaders across Discover’s business lines to compile his research. Completing the resolution plans made him a much stronger in-house lawyer and increased his appreciation for Discover’s inner

workings. “A corporate attorney at a big company has to be able to connect the dots across the entire enterprise. Nothing the business does happens in a vacuum,” he explains.

Discover has grown considerably in the years since. First, Ebner served as lead internal counsel on Discover’s acquisition of $1 billion in deposit accounts from E*Trade Bank, which helped propel Discover’s online deposits business. He next assisted with Discover’s acquisition of Diners Club International for $165 million. That move allowed Discover to take its North American payments system global.

Mike Ebner Director and Senior Counsel Discover Financial Services

Jordan Ziolkowski

In 2010, he played an integral role in Discover’s purchase of the Student Loan Corporation and several student loan portfolios from Citigroup, doubling Discover’s student loan business. These acquisitions jump-started company growth coming out of the financial crisis.

Though Ebner enjoyed his time as a firm lawyer, he feels at home in a corporate role. “It’s rewarding to help Discover use various financing mechanisms and corporate structures to fund the company and create new business lines, and I love seeing the impact of the work I do as an in-house lawyer,” he says. Ebner handles Discover’s multibillion-dollar credit card securitization program and other debt offerings, supports the Discover Bank Board of Directors, and manages corporate governance for Discover’s subsidiary group, including six international legal entities.

The results have come as Ebner has demonstrated his willingness to learn and grow along with the company. He says other lawyers with in-house aspirations should do the same. “Everyone is tempted to settle into a comfort zone, but varied experience will always help you develop your acumen, better understand the business, and make you more valuable to the company.”

Today, Discover is a recognized financial services leader, with more than fifteen thousand employees and $11.5 billion in revenue in 2019. While the brand may be best known for the Discover Card, North America’s third most popular credit card, it currently has more than $60 billion in online deposits and offers direct banking services, personal loans, student loans, and home equity loans.

Ebner has seen the company grow by all metrics. When he started in 2007, Discover had $35 billion in assets. As of 2020, the company has more than $120 billion. The once five-person treasury team now numbers more than fifty. Less than fifteen years after spinning off from Morgan Stanley, Discover Financial is an independent powerhouse with a future that is brighter than ever.

Congratulations to our friend

Michael Ebner on this well-deserved recognition and your outstanding work as director and senior counsel at Discover Financial Services. Mayer Brown is proud to be one of Discover’s strategic partners, working with Michael’s team on credit card financing transactions.

Mayer Brown LLP: “Mike consistently demonstrates commitment. He’s been a terrific leader on the legal side of Discover’s securitization program.”

–Jan Stewart, Partner

The Business Starts with the People

Barnes of

By Lucy Cavanagh

Alan

Sutherland Global Services knows that the key to being a better attorney is knowing your client’s business—and the people who run it

IF YOU MEET ALAN BARNES, HE WILL ASK YOU ABOUT yourself. Barnes is the vice president and corporate counsel at Sutherland Global Services, a leading digital transformation company, and he believes that building relationships comes before building the business. Whether you are joining his team or just sitting down to negotiate a contract or hash out a legal strategy, he goes out of his way to establish a personal connection.

“I try to find something that we both can relate to. When you are going to be across the table from somebody, you try to find that common thread,” Barnes says. To him, this is the key to being a successful lawyer—making people comfortable and taking an interest in them. “When you connect on a personal level, we are both disarmed to some degree. It rapidly builds some connective tissue, and you will begin working together more quickly,” he explains.

Barnes learned from a young age how to connect with people from all sorts of backgrounds. He grew up in a military family, and when he was in high school, his father was stationed in the Philippines. To this day, he attributes his success to what he learned during his time there. “There’s no substitute for international travel. I really think that’s what has made me a better lawyer,” he says. “I had to learn how to make friends pretty quickly. When you get thrust into that kind of situation, you bond a lot quicker, and the bonds are deeper.”

Barnes went on to major in journalism at the University of Georgia and was lucky enough to get professional experience at IBM and Equifax at a time when the prominence of these companies and the technology they helped develop were only just being discovered—even by the people on the inside.

“At that time, Equifax did not realize that they were a tech company,” Barnes remarks. In the early 1990s, at the dawn of the digital revolution, Barnes found himself in charge of automating the legal department at Equifax. “When I was put in charge of our automation project, I made a hugely erroneous assumption: that all our attorneys knew how to type,” he says, chuckling.

He noticed that lawyers were hesitant about technology; in those days, most didn’t know how to type, much less understand the difference between an operating system and a word processing software package. Barnes’s willingness to embrace tech opened up doors to new experiences he might never have gotten otherwise.

In truth, his superiors at the time could not have possibly known that they were on the verge of a technological boom that would keep legal linked to tech for the foreseeable future. Barnes’s experiences at IBM and Equifax continue to inform his attitude toward his current role as vice president and corporate counsel at Sutherland Global Services.

Nowadays, you’d be hard pressed to find a lawyer who isn’t tech inclined. But as a leader in the legal department of a large digital support company, Barnes’s new challenge lies in helping his team use tech to their advantage to forge relationships and help clients. He encourages his team to get on the phone and learn the ins and outs of the products clients are selling.

“Take the time, effort, and energy to learn about what they are selling,” Barnes advises. “What are they hoping to achieve? Pick up the phone and talk to an internal client. Ask them what challenges they’re facing. You will be surprised at how willing they are to discuss their latest challenges and, in turn, ask your advice on helping them.”

Alan Barnes VP and Corporate Counsel Sutherland Global Services

Chris Lonsberry

That philosophy lies at the heart of Barnes’s advice to the junior lawyers on his team: the better they understand the company, the more integrated they can be in the business process. “For many companies, legal is just a box you need to check—‘the deal prevention group.’ I try to avoid that mentality as much as possible,” Barnes explains. “If you know the business, you can figure out ways to move forward while trying to mitigate risk. It makes clients more comfortable. It’s not legal decisions versus business decisions; they are all business decisions.”

Mentoring younger lawyers and giving them the guidance he was lucky enough to receive early in his career is what Barnes counts as the most satisfying part of his job. He believes in the “baptism by fire” approach to get new attorneys out of their comfort zone. “The sooner you feel uncomfortable, the more comfortable you will be in the long run,” Barnes affirms. “Let them make mistakes, but let them know you are there for them.”

Offering instructions to younger lawyers and getting to know them as people also contributes to the incredible morale that Sutherland legal has among their team. Though they have team members located in all parts of the world, Barnes and the rest of his department feel like a united entity.

“I have never worked in a legal department that has as much camaraderie as we do at Sutherland legal,” he says. Barnes credits his boss, Sumitha Yogesh, for fostering this sense of genuine community and does his best to further that sense of companionship by sharing his experience and establishing connections. If you work with Alan Barnes, he’ll be sure to work with you.

© 2020 Morrison & Foerster LLP

At Morrison & Foerster, we understand each client is unique. We develop particularized, creative legal solutions to further our clients’ business goals.

A CLIENT’S NEEDS DON’T FIT NEATLY INTO A BOX.

Morrison & Foerster congratulates ALAN BARNES and Sutherland Global Services for their feature in Modern Counsel. mofo.com

“Ask [clients about] what challenges they’re facing. You will be surprised at how willing they are to discuss their latest challenges and, in turn, ask your advice on helping them.”

A New Way Forward

Jordan Chester helps DistributionNow double down on e-commerce and reinvent itself as a company in response to changing customer behavior

By Zach Baliva

JORDAN CHESTER’S TRANSITION FROM CRIMINAL prosecutor to oil and gas attorney took exactly seven days. The Tulane grad had a job lined up in the Florida State Attorney’s office. His girlfriend, however, decided to take a job in Texas. Chester spent seven months prosecuting in two misdemeanor courts by day and studying for the Texas bar exam at night. He was looking for a job in the Lone Star State but lacked the funds to maintain a protracted search.

Something had to give. One fateful week, Chester flew to Texas on a Monday, took the bar exam on Tuesday and Wednesday, proposed over the weekend, and interviewed at a law firm the following Monday. His girlfriend said yes, and he got the job on the spot.

Less than a decade later, Chester is vice president of legal at DistributionNow, a leading supplier to energy and industrial markets worldwide. The publicly traded company has 4,200 employees and nearly $3 billion in annual revenue.

DistributionNow started as Oilwell in 1862. Since then, the company has grown its capabilities, products, and expertise through a long series of acquisitions and spin-offs. Today, thousands of customers flock to hundreds of DistributionNow locations in twenty-five countries for oil-field equipment, tools, safety gear, and pipes. A DistributionNow customer can buy everything from a roll of paper towels to a complete oil pump system.

In 2020, several factors converged, causing DistributionNow to reexamine its long-standing business model. Oil prices were already down when the COVID-19 pandemic hit. With communities around the world sheltering in place, demand plunged even further. As leaders discussed a plan forward, a bigger focus on e-commerce became an obvious and unavoidable solution.

In June, the company named David Cherechinsky CEO. “I am honored to be taking on these new respon-

Chester was named vice president at age thirtythree, which he attributes to his willingness to work hard, build relationships, and accept tasks that aren’t in his job description. “A good in-house lawyer is willing to support the business in many ways, and one of my desires is to learn and grow as the company grows,” he says.

He’ll have the opportunity to continue that growth in 2021 and beyond as DistributionNow moves deeper into the world of e-commerce. The move, Chester says, is a lifestyle change initiated by a forwardthinking leadership team. “We’re not changing a few small things. This is an all-encompassing transformation our leaders want to take on so we can be more innovative and competitive in a volatile market,” he explains.

The process will help DistributionNow meet its customers’ needs in a changing world. It will also force the company to change itself from the inside out.

sibilities as we transform DistributionNow into a digitized distributor to energy and industrial markets, an initiative that puts more focus on our customers and suppliers,” said the company’s new leader and former CFO in a press release. “I believe our marketdisruptive e-commerce platform will revolutionize oilfield distribution as we leverage technology to make it easier for customers to do business with us.”

DistributionNow will continue to have brick-andmortar locations, but the company is working overtime to increase what customers can do online. Many of those customers come to DistributionNow for oil tank battery systems. Traditionally, a customer spends several hours in a physical store building a custom system with nearly one hundred stock-keeping units (SKUs). Now, Chester’s colleagues are working to make this entire process available online so customers can build a system online, click to purchase, pick up their order, and save the design for future use.

“An in-house attorney has to put the company’s interests first, and sometimes the best win is an early resolution. Other times, the company has to take a stand, even if it costs more.”

JORDAN CHESTER

Vice President, Legal DistributionNOW

Streamlined purchasing is just one step in a multifaceted approach. More customers are asking for contactless delivery in response to the COVID-19 pandemic, and Chester says DistributionNow is fully committed to making a series of improvements to its e-commerce solutions. “We’re talking to our customers to make sure we are providing the features they want, because these relationships are key,” he explains. Internally, all business units are working together to leverage mutual strengths and maximize results in pursuit of a common goal.

Critical moments and new business initiatives like these give employees in all departments the chance to take on new responsibilities and develop new skills. Within legal, Chester is asking his team to research what Amazon and other international e-commerce providers have done to make sure products don’t go to unauthorized users in sanctioned countries. They’re also working together to eliminate obstacles to implementation by monitoring issues related to IP, patents, trademarks, licensing, and compliance.

All domestic and global legal matters come through DistributionNowW’s Houston office, and Raymond Chang, the company’s general counsel, gives all in-house attorneys broad assignments. “Being seen as a generalist has really helped my professional development because I’ve been able to learn a little about a lot while specializing in some areas,” Chester says.

Ogletree Deakins is one of the largest labor and employment law firms representing management in all types of employment-related legal matters.

Ogletree Deakins is one of the largest labor and employment law firms representing management in all types of employment-related legal matters.

The firm has more than 900 lawyers located in 53 offices across the United States and in Europe, Canada, and Mexico.

The firm has more than 900 lawyers located in 53 offices across the United States and in Europe, Canada, and Mexico.

www.ogletree.com

While the company outsources litigation, Chester coordinates with outside counsel on most matters, which usually stem from auto accidents or product liability allegations. For a large, international company, a successful litigation strategy is critical. Chester says effective outside counsel, coupled with effective internal relationships, leads to favorable outcomes. Employees who aren’t accustomed to seeing their names on a lawsuit often get nervous. According to Chester, good corporate lawyers should be ready to step in, reassure uneasy employees, and preach the importance of honesty. Good facts lead to the best defense.

DistributionNow’s legal team coaches outside lawyers who complete investigations, gather documents, and interview employees to defend each allegation. Chester says it’s important to avoid seeing each case in black-and-white in terms of wins and losses. “An in-house attorney has to put the company’s interests first, and sometimes the best win

Ogletree Deakins is proud to partner with Jordan Chester and DistributionNOW and salutes Mr. Chester and the company on their continued success.

Ogletree Deakins is proud to partner with Jordan Chester and DistributionNOW and salutes Mr. Chester and the company on their continued success.

is an early resolution. Other times, the company has to take a stand, even if it costs more,” he explains. The strategy is working. Although DistributionNOW has twenty open cases at any given time, only two have gone to trial during Chester’s tenure.

As the oil crisis continues, times are hard for all industry players. Even in uncertain times, Chester and his colleagues believe their ability to adapt has DistributionNow positioned for continued success. “We never do things just to respect the way they’ve always been done. We have to challenge ourselves. We have to question the business model. We can’t simply be reactive,” he says. “We have to be one step ahead.” As oil and gas companies look for a new path forward, DistributionNow is leading the way.

Dentons Canada LLP:

“Jordan is a talented lawyer and great leader. Dentons is proud to work with him in handling DNOW’s Canadian legal requirements. We value our relationship with Jordan and DNOW and wish him continued success.”

–Fausto Franceschi, Office Managing Partner, Edmonton

McDowell Hetherington:

“I’ve had the pleasure of working with Jordan for the last six years. His ability to analyze complex legal issues and stay focused on practical solutions makes him a valuable strategic partner to the business and outside counsel. He’s also a lot of fun.”

–Matt Matthews,

Partner

An Unexpected Journey

Matt Mandrell provides an inside look at how he has built top anti-moneylaundering and Bank Secrecy Act programs at Fulton Bank, N.A. since joining the organization in 2012

By Zach Baliva

MONEY-LAUNDERING SCHEMES AND mule accounts may seem like components of Hollywood’s latest heist film, but finance experts know how common they really are. Tech-savvy criminals armed with laptops use stolen information to access or open accounts, thereby funding their illegal activities. While only the most notorious cases make headlines, the activity is almost constant. Midsized banks close thousands of suspicious accounts each year in a never-ending quest to detect and report criminal behavior.

Any time a financial institution suspects a case of money laundering or fraud, its employees must file a Suspicious Activity Report (SAR) with the Financial Crimes Enforcement Network. In 2019, banks and credit unions filed 1,116,400 SARs—a 14.2 percent increase over the previous year. Categories and options on the SAR form include Ponzi schemes, human trafficking, market manipulation, mortgage fraud, and transactions involving high-risk foreign jurisdictions.

Banks and other financial institutions have been required to report transactional activity since 1970. Then, in the mid-1980s, Congress passed the Bank Secrecy Act (BSA) in an effort to identify and stop widespread money laundering. Although the act has been in place for decades, the 2001 terrorist acts permanently changed the national outlook. The 9/11 Commission knew it had to address terrorist financing in the United States. The Patriot Act, passed in October 2001, strengthened US efforts to prevent and detect money laundering and terrorist financing.

The act also added new reporting and diligence requirements that brought these issues further into the mainstream. Seemingly overnight,

Matt Mandrell

SVP/Managing Director, BSA, AML, OFAC Fulton Bank, N.A.

robust anti-money-laundering (AML) and BSA programs became critically important to banks. Institutions that fail to meet requirements face large fines. HSBC has paid $1.9 billion for noncompliance, and regulators have levied $613 million in penalties against US Bancorp.

With so much at stake, Fulton Bank, N.A. needed a proven expert to build out its AML and BSA programs. Fortunately, Matt Mandrell, who holds an undergraduate degree in criminal justice and a JD from the California Western School of Law, fit the bill. Fourteen years in-house at BMO Harris had left him well versed in financial services as a whole, with specialized knowledge of AML and BSA compliance matters.

Building an effective program is challenging, but at Fulton, Mandrell had two important pieces in place—a solid foundation and supportive leaders. “You have to have buy-in from the top, because many people in the organization have an active role to play,” he says. “There has to be a culture of compliance.”

The now senior vice president and managing director of BSA, AML, and OFAC set out to build upon Fulton’s existing foundation. An effective program, he says, is anchored by three components: an IT team, a governance function, and a financial intelligence unit. “The pieces of a good BSA program are equally important, but you have to start with good data. If we don’t capture clean data, we can’t assess it for unusual activity, and the whole program fails,” Mandrell explains.

It’s a high-volume affair. Current regulations require financial institutions to monitor financial transactions, identify all individuals conducting transactions, report suspicious activity, and

flag cash transactions of more than $10,000. Banks like Fulton don’t measure transactions by the month, the week, or even by the day—they track transactions per second. Fulton processes thousands of transactions every sixty seconds, and each one must be accurately accounted for.

After assessing Fulton’s needs, Mandrell worked with HR to recruit the right BSA professionals and reduce gaps in data processing. He then turned his focus to governance. In that phase, Mandrell worked to perform risk assessments and get training policies and procedures in place. Finally, he built out a financial intelligence unit made up of bankers, former law enforcement officers, and others who review flagged transactions, assess customer risk, and file SARs.

With the initial work complete, Fulton’s AML and BSA program was up and running, but in some ways, the real work was just getting started. “A Bank Secrecy Act Program needs to be cost-effective and efficient, yet it’s a relatively new field,” Mandrell says. “Growing your team and making continuous improvements can take years.”

After watching the process go through several cycles, Mandrell and his colleagues had a clear understanding of what was working and what wasn’t. They identified deficiencies and moved into a remediation phase. As money launderers and criminals change their methods, BSA officers have to keep pace. Mandrell is always looking for new technologies he can leverage as part of Fulton’s program. Over the last nine years, his team has grown from ten to fifty employees. Together, they have the bank’s AML and BSA program achieving consistent results over multiple exam cycles.

“A Bank Secrecy Act Program needs to be cost-effective and efficient, yet it’s a relatively new field. Growing your team and making continuous improvements can take years.”

With increased regulatory scrutiny and a certain measure of unpredictability, the job of a BSA architect can be stressful. Mandrell has learned to enjoy it. “Someone in my position has to pull together many pieces to build something complex, and then we get to see how it works before finding ways to improve what we’ve built. It’s a fun journey,” he says.

In some ways, it was an unexpected journey. Mandrell became a BSA compliance officer in 2004 for what was supposed to be a two-year stint. Then it became a four-year term. All these years later, he’s a respected subject matter expert in his industry. He encourages others to follow in his footsteps. “Be curious, take initiative, and try new things,” he says. “You never know where it will take you.”

Crowe LLP:

“Matt, thank you for all you continue to do to fight financial crime. You are an innovative leader in our industry, and we look forward to future collaboration within Crowe’s financial crime peer group.”

–Tamara Kolb, Troy La Huis, Greg LeMond, Principals

Guidehouse:

“We worked with Matt and his team to help them get their program where it needed to be. We found that he was extremely knowledgeable on the issues, but more importantly, he understood, appreciated, and wanted to do the right thing for the bank. He showed great leadership in instilling a strong culture of compliance throughout the organization.”

–Jay Perlman, Financial Services Director

SPECIALTIES

Consumer Compliance

Credit Risk

M&A Advisory SERVICES

Independent Testing & Model Validation

Financial Crime Analytics & Program Optimization

“Someone in my position has to pull together many pieces to build something complex, and then we get to see how it works before finding ways to improve what we’ve built. It’s a fun journey.”

But Can

We Patent It?

How Jeff Woller helps forklift manufacturing firm Hyster-Yale Group remain an industry leader by staying on top of its innovations

By Courtney Ryan

UPON JOINING FORKLIFT MANUFACTURING FIRM

Hyster-Yale Group in 2012 as its senior counsel of intellectual property (IP), Jeff Woller faced an all too common problem for companies that deal in IP.

“Before I arrived, the people in charge of the IP program were perfect for the position,” says Woller, who is now the associate general counsel of intellectual property. “These were former engineers and legal department personnel who had been with the company for thirty to thirty-five years. They knew the company, knew the products, knew the technology inside and out.

“That small group of people had enough knowledge that when a new technology came up or an engineer wanted to develop something, they really had the institutional knowledge and the market knowledge to say, ‘Yes, this is a great technology to pursue, we need to get patents on it,’ or ‘No, this isn’t so great, here are the reasons why.’ But when those people retired, all institutional knowledge walked out the door.”

A former engineer himself, Woller was new to the forklift industry. He confronted a lack of processes to replace the institutional knowledge that had just vanished from the company.

“I really had to learn about our industry, our technologies, who our competitors are, what’s important in the market, and really start putting in internal processes. Hopefully, by the time I retire, somebody else can step in and use these processes to keep up those evaluations and to strategically build a patent portfolio,” he says.

Fortunately, Woller has relished installing such pivotal internal processes, since it has afforded him a chance to learn about every corner of the company. “I’ve really enjoyed digging into these new things and applying knowledge in different areas,” he says.

Woller quickly overhauled the department by converting paper folders into electronic files. He started with a SharePoint implementation system before flowing all patent files into the contract management software Symfact, which he says has worked out really well.

These efforts have also aided Woller in helping the company nab a number of successful acquisitions over the years. For example, since he joined the company, Hyster-Yale Group has acquired Speedshield

Jeff Woller Associate General Counsel of IP Hyster-Yale Group

Technologies, a telematics installation and distribution business, and Bolzoni, an Italian company that manufactures front-end equipment for forklifts.

“I helped out from an IP due diligence standpoint by really taking a look at what their portfolio looked like, where it was situated, and how large it was,” he says. “Doing things like taking a look at who are the top inventors and asking our business team to go back and ask if these people are still with the company. Also looking at their trademark portfolio, doing analysis on geographic scope, and asking how well the trademark portfolio is protecting the markets where they’re sold.”

This effective due diligence work prepared Woller to take on a more expanded role when the company acquired Zhejiang Maximal Forklift in 2018. He analyzed everything from how the technology at the Chinese forklift manufacturer matched up with Hyster-Yale’s technology to whether its engineers were still innovating. “I really enjoyed being able to do some of those analyses and report back to the business teams,” Woller says. “It’s nice to do a little bit of diligence and research on your own on the back end of it.”

Woller has also overseen companywide training programs regarding the proper use of IP. That can be challenging, since Hyster-Yale has offices in the US, China, Italy, the Netherlands, the United Kingdom, and India. However, the need for training and insight among engineers is always there, he says.

“One of the great things about being an engineer is you are constantly solving problems and doing new things,” he says. “But because you’re trained to do new

“One of the great things about being an engineer is you are constantly solving problems and doing new things. But because you’re trained to do new things, you don’t necessarily stop to think, ‘Is this so new that it’s patentable?’”

things, you don’t necessarily stop to think, ‘Is this so new that it’s patentable?’”

To shift that thinking, Woller’s training focuses on teaching engineers to consider how their work might be novel within the industry. He encourages employees to contact the legal team even if they aren’t sure. “A challenge a lot of corporations face is slowing down for a minute to reflect on if they’ve done something that’s worthwhile and potentially patentable,” he says.

Finally, in terms of the legal team itself, Woller isn’t concerned with making it larger so much as he encourages diverse perspectives. “I like having some people on my team who are not subject-matter experts because they bring different perspectives and viewpoints,” he says.

“Oftentimes, somebody who hasn’t ever seen [a technology] before will start asking, ‘Why do we do this?’ or ‘What’s the importance of this?’ It makes you reflect on why we do something and if it’s bringing value or if it’s just an extra step in a process that we could eliminate.”

We have a breadth of industry knowledge and experience that allows us to address your most complex legal threats. Ask our client Hyster-Yale.

Intellectual property protection and enforcement, represented by Schwabe.

Laurence & Phillips IP Law: “Jeff’s approach to legal issues is well grounded in the practicality of the situation and informed by a wealth of experience from having worked at major law firms and inside the US Patent and Trademark Office.”

–Matthew Phillips, Partner

Among the foremost experts in post-grant proceedings at the Patent Office’s Patent Trial and Appeal Board.

Also, we leverage our post-grant experience in prosecution matters to obtain patents that will survive challenges.

Building a Corporate Citizen

How Keir Gumbs helped Uber turn a scandal into an opportunity for growth and better governance practices

By Courtney Ryan

“IT’S PRETTY RARE, AS A GOVERNANCE LAWYER, TO see an opportunity to create value directly from governance,” says Keir Gumbs, who supports key corporate functions as associate general counsel at Uber.

Gumbs’s opportunity to implement new governance practices at Uber began in 2017, when an investigation led by former US Attorney General Eric Holder revealed numerous workplace misconduct and sexual harassment allegations. As outside counsel to the embattled company, Gumbs helped Uber assess the report’s findings and develop governance recommendations. Soon afterward, he was invited to come in-house.

“I viewed it as an opportunity to come in and see, in a real-world way, how governance can add value,” he says. “If I could come help the company build out its governance profile and address some of the very significant concerns that had been identified [in the Holder report], that would not only be a great experience for me but also allow me to do some public good.”

Gumbs knew firsthand how the ridesharing platform added meaningful value to the lives of people often marginalized by the standard taxi network. “As a Black man, I thought Uber, from the very beginning, addressed what I continue to feel is a really fundamental challenge around mobility,” he says. “I’ve had many instances where I would be waiting on a corner for a cab and drivers passing by wouldn’t pick me up. I’d be dressed up trying to get to an interview or trying to get to class—it didn’t matter.

“Some of the folks who were in those vehicles didn’t want to give me a ride. What I’ve always loved about Uber is that whether intentionally or not, through technology, it provided a way to get around that kind of systemic bias that people have.”

Though Gumbs was excited to help a company with such transformative technology implement core governance practices, he knew it wouldn’t be easy. The challenges began as soon as he was faced with building out his team.

Keir Gumbs Associate General Counsel of Global Corporate, M&A & Securities; and Deputy Corporate Secretary Uber

Courtesy of Keir Gumbs

“The legal team was still going from the kind of team you have at a private start-up to a much more robust, public companylike structure,” he says. “Morale was at historic lows because people weren’t sure what the future held, and they were demoralized by the things that some of the former leadership had done. I spent most of my time in that first year working on rebuilding the team and creating a sense of purpose and connection among us. Honestly, that process was by far the most challenging thing that I’ve worked on since I’ve been at Uber.”

Gumbs dedicated time to learning what made each individual hum. He launched weekly employee recognition newsletters and helped reframe legal as a crucial vehicle for generating shareholder value through governance.

“I’m really fortunate, because the events from 2017 and the Holder report set the stage for a governance transformation,” he says. “They had already started on the path of implementing many of the recommendations following the report, including transitioning the board and senior leadership. I didn’t have to start things from scratch. Instead, there was a really strong basis for us to be able to move forward into what I would consider is now a much more mature and, frankly, leading corporate governance structure for a tech company.”

Gumbs and crew dug into the benchmarks at Fortune 100 companies and leading technology firms, observing their governance practices and studying the largest IPOs. “We identified what we believed were the leading practices among each of those cohorts and then implemented policies and procedures that were aligned with those practices to make sure that in the course of our IPO and afterward, we could say, legitimately, that we had adopted a leading corporate governance framework.”

Gumbs says the long, involved effort, which included Uber’s board, was necessary to separate Uber from its past and set it apart from its peers. “Technology IPOs, particularly for technology companies based on the West Coast, are not yet known for having leading corporate governance,” he says. “Even though we could have taken an approach that would have been consistent with those companies—which in my mind is the lowest common denominator—with the very strong support of our senior management team and our board, we chose instead to shoot for the leading practices of Fortune 50 companies, which put us into a different echelon.”

With the help of Gumbs’s team, Uber launched its IPO in May 2019. It was a feat that might have seemed impossible during the heyday of the company’s scandals in

“We went from theory around governance to actually implementing the governance and seeing the way that those governance changes impacted the way the company operated.”

Keir Gumbs Uber of

2017. Leading up to the IPO, the practices that Uber chose—and declined—to implement reflect the company’s embrace of governance. For example, leadership declined to adopt a supermajority for certain investors. They also adopted annual elections for directors, which very few tech companies do out of the gate.

“We went from theory around governance to actually implementing the governance and seeing the way that those governance changes impacted the way the company operated,” Gumbs says. “In the context of the IPO, our collective view was that if we did governance right and addressed investor and public concerns around the way that Uber managed itself as an organization in terms of its culture, corporate ethics, and values, that would ultimately enhance the IPO and investor interest.”

Covington

& Burling LLP:

“Keir is a forward-thinking leader in corporate governance and is among the most experienced and knowledgeable securities lawyers we know. He takes a thoughtful, diligent approach to developing creative solutions to challenging issues.”

–Kerry Burke, Vice-Chair, Corporate

© 2020 Covington & Burling LLP. All rights reserved.

Covington commends for his innovative leadership and professional dedication.

High-Tech Higher Ed

As Cengage faced the print-to-digital transformation, it needed a new solution to manage IP. Laura Stevens’s innovative, systematized solution took the textbook giant to new heights.

By Zach Baliva

ONCE UPON A TIME, CENGAGE WAS THOMSON

Learning, a traditional publishing house. The education company generally released new editions of its most popular print textbooks every few years. Various groups within the business managed the rights and permission process, acquiring the necessary licenses for thousands of images and other assets. Once a new edition hit the campus bookstore shelves, the task started anew.

When Laura Stevens arrived on the scene in 2003, she knew there had to be a better way. As she stepped into her role, the digital evolution that was disrupting multiple industries arrived on the company’s doorstep. In 2007, Thomson became Cengage. Over the next decade, Cengage transformed from a print textbook business into a digital learning and content services provider.

Stevens had the opportunity to grow alongside her company. The journey required a dramatic shift in intellectual property (IP) licensing. Stevens, who started her career as a transactional lawyer, developed

a keen interest in addressing complex legal challenges with simplified, scalable solutions, which she used to build the operational capacity necessary to support emerging digital initiatives.

The IP problem was a puzzle many others had tried to solve. In the old model, members of an internal legal team sat with product developers and manually cleared each required asset. One at a time. Every year. After observing the process and trying a few failed solutions, Stevens cracked it. “We needed an automated, modern, data-driven approach that would help us increase efficiency and control the spend so our product teams could focus on their goal: creating better products that meet our customers’ needs,” she says.

First, Stevens and her team created a database to track response times and denials related to clearance requests. Then they wrote and implemented blanket license terms. Next, they asked for broader, unlimited rights. Finally, they assembled a team of analysts and project managers who met with external vendors and executed the plan. They’ve continued

to

refine

their methods since. A series of isolated, repetitive chores morphed into a systematic, operationally driven process.

This process introduced a new chapter for the education and technology company. “Our new approach to IP gave us much-needed flexibility and totally changed the type of products we build, how we offer them, and how we are able to deliver them,” Stevens says. Now, as product teams develop innovative products, Stevens and others in her department—many of whom are not lawyers—can work quickly behind the scenes to license text, photos, videos, graphics, and other digital assets in accordance with those teams’ budgets and schedules.

Bringing a large group of nonlawyers inside the team was a risky move that changed Cengage legal. “We went from being a small handful of lawyers and paralegals to a much bigger team that took on operational functions that you would likely see in a publisher, but not necessarily in a legal department,” she explains. Many nonlawyer-driven functional teams now sit in legal, including anti-piracy, privacy, contracts management, government affairs, and legal operations.

These efforts paved the way for Cengage to launch Cengage Unlimited, the first subscription-model higher education learning materials product, in 2018. The service, which some describe as “Netflix for textbooks,” gives students access to more than twenty-two thousand products. Cengage has sold more than 2.6 million subscriptions and saved students more than $200 million.

The results go beyond the financial. Cengage is growing its global business. Legal acquires broad rights that don’t tether its products down the line. “Our developers can innovate in education now,” Stevens says. “I no longer have to say they can’t do what they want to do because we couldn’t get the rights. That’s better for our employees, and it’s better for students. It’s the direct result of data-driven systematic processes, reliance on technological solutions, and centralizing the expertise in the area in the legal department.”

While company leaders credit Stevens with solving a heretofore unsolvable problem, collaboration was key to her success. She hired professionals with strong, demonstrated operational expertise and enabled every person on her team to contribute.

Laura Stevens General Counsel Cengage

“Cengage is a place where adaptable and ambitious lawyers can take on tasks that aren’t always available in corporate legal teams,” she says. “We like tackling challenges together, and we’re always looking for ways to innovate and improve.”

That drive for innovation and improvement extends to Cengage’s culture, and Stevens actively moves the company culture forward. She serves as the executive sponsor for Cengage’s I&D (inclusion and diversity) programs and its Women in Technology (WiT) employee resource group.

Cengage’s internal employee engagement surveys routinely reveal that legal department employees are among the organization’s most satisfied. Stevens knows that’s because they’re doing meaningful work. Together, they’re changing the learning experience for millions of students worldwide.

Courtesy of Cengage

The Toy Lawyer

Why Benjamin C. Johnson of MGA Entertainment thinks ethics and teamwork are indispensable

to survival in the cutthroat toy business

By Courtney Ryan

keys

“IP IS THE LIFEBLOOD OF THE COMPANY, especially in the fast-moving toy industry, where competition is cutthroat and a ‘take-no-prisoners’ attitude is common,” says MGA Entertainment Vice President and Head of Litigation Benjamin C. Johnson. Responsible for playing aggressive toy defense at the largest privately owned toy company in the United States, Johnson always wants to win. But it’s only worth it to him if he can win fairly.

“Any success you have that’s based on unethical or immoral practices is so temporary,” Johnson says. “You might win a motion today, but what’s the cost? Not only professionally, not only ethically, but morally. I know that win or lose, I can go home, and I can sleep well. There’s no client that’s more important to me than my own integrity.”

That’s not to say his client isn’t hugely important to him. At MGA Entertainment, Johnson and his modest team have impressively brought most of the company’s huge caseload in-house. They vigorously protect MGA Entertainment’s intellectual property and have gone head-to-head with some of the largest law firms in the world, protecting standout brands such as Little Tikes, Bratz, and LOL Surprise! in high-stakes litigation.

“Without a solid plan to register and protect new ideas and innovations, anybody can come in, knock off your

product, and steal market share,” he explains. “We take that protection very seriously. Our job really is to protect what the amazing designers at MGA create, and we’re really unapologetic about that.”

Johnson believes MGA Entertainment provides its client with representation as solid as any it could receive from a top law firm. “We don’t use our size as an excuse. We treat it as one of our advantages. For example, we’re a lot more efficient with our time. And that often leads to far better outcomes for the client from an ROI perspective— something that law firms billing hourly often lose sight of.”

An emphasis on smooth and consistent teamwork—and finding lawyers who fit well with the culture—is another of his team’s advantages, and Johnson is passionate about assembling the right team. “I have a philosophy that we win as a team and we lose as a team,” he says. “I’ll take as many arrows as I can for the losses— and they’re few and far between, but you always lose a motion here and there— and when there are wins, we share the credit as a team. Ultimately, that leads to far better outcomes for the client.”

Along with sharing the credit for good outcomes, Johnson believes the team—and by extension, the company— is successful because of his insistence on always doing things the right way. “I’m not interested in the type of a practice where I have to look over my shoulder because of unethical practices. It’s going to come out at one point during the long slog of litigation.

“Even if it doesn’t, you’re still at a disadvantage because there’s an intangible moral disadvantage that comes with that type of behavior,” he continues. “No one can be at their best when

Benjamin C. Johnson VP and Head of Litigation MGA Entertainment

Heather DelHoyo

their morals are compromised. But when you play the game the way it’s supposed to be played, you don’t have to worry about covering up any unethical behavior. And if you run into somebody who is not playing by the rules, it doesn’t put you at a disadvantage forever—it only means a little more work, and a few more late nights, because eventually they’ll be exposed.”

Johnson admits that his competitive nature also sparks an interest in meeting less ethical opposing counsel in the courtroom. “Winning fairly motivates me even more,” he says. “The victory is always better when you can outlawyer somebody who’s not playing by the rules. That’s when it’s really fun to win.”

While Johnson is certainly motivated by winning, he also appreciates an attorney’s almost magical ability to impact someone else’s life when they are struggling with the legal system. While growing up, he experienced this firsthand when his single mother encountered a legal issue and needed help but was unable to afford a lawyer. Though too young to fully grasp the situation, he still vividly recalls the grim atmosphere and uncertainty about the future they experienced until someone stepped in and provided counsel.

“I could see that it was stressing my mother out beyond all belief. As a single mother, she barely had money to put clothes on our backs, so a lawyer was out of the question. This was the source of great distress,” Johnson recalls. After she secured legal representation, “I remember the feeling in the house, like this weight was lifted and things were going to be all right. It always stuck with me that lawyers can still do that, even at a high level of representation.”

Johnson also stresses that, beyond being a meaningful profession, the practice of law is highly enjoyable. “Sure, some days you’re here until midnight working on a motion, but overall, the legacy I want to pass on is that when you’re operating with integrity and treating your team with respect, this profession can be a lot of fun, even if you do have some late nights.”

People & Companies

Jonathan Anastasia, P119 Mastercard

Dom Atteritano, P10 AMC Networks

Alan Barnes, P211 Sutherland Global Services

Scott Beier, P30 Cummins

Dan Bestor, P42 Motorola Solutions

Michael Blackshear, P204 Ryan Specialty Group

Goldie Bockstruck, P84 Spire

Hassan Bouadar, P52 FedEx

Dr. John J. Maalouf Senior Partner

Maalouf Ashford & Talbot, LLP 212.537.5035 (New York) 971.4.705.0008 (Dubai)

john.maalouf@maaloufashford.com

Dr. Maalouf is a globally recognized expert in the areas of International Trade and Finance Law, International Arbitration, Mediation and Alternative Dispute Resolution, Corporate Reorganization and Restructuring, Corporate Bankruptcy, Business Litigation, Corporate Law, Banking Law, Mergers and Acquisitions, Energy, Oil and Gas Law, and Intellectual Property Law.

Michele Bradley, P113 Vice Media Group

Tim Brennan, P16 Aon

Adraea Brown, P48 Harley-Davidson

Patricia “Pat” Brown, P142 SAS

Duo Chen, P201 Box

Jordan Chester, P214 DistributionNow

Sumeet Chugani, P97 Apple Bank

Sabina Clorfeine, P92 Southern California Gas Company

Kirk Pasich Managing Partner Pasich LLP 424.313.7850

kpasich@pasichllp.com

Kirk Pasich is recognized as one of the nation’s leading lawyers in representing insureds in complex coverage disputes with insurers and insurance brokers. He has represented Sempra Energy and its predecessors for more than 30 years.

Lara Compton, P153 Nelson Hardiman

Beth Crocker, P174 Clemson University

John Dabney, P150 ViacomCBS

Bruce Daise, P101 H&R Block

Antonio Dias, Partner-in-Charge - Miami Jones Day 305.714.9800 afdias@jonesday.com

Antonio defends companies facing federal government and state attorney general investigations, complex litigation, federal and state legislative investigations and hearings, and regulatory challenges.

Marcus Delgado, P22 Cox Enterprises

Didier Diels, P122 Gannett

Scotland Duncan, P88 U. S. Steel

Mike Ebner, P208 Discover Financial Services

Yevgeny Fundler, P14 American Industrial Transport (AITX)

Anne Garcia, P170 The Ohio State University

Keir Gumbs, P226 Uber

Laura Hammargren, P62 3M

Christopher Harrington, P76

Cleveland Cavaliers, Rocket Mortgage FieldHouse, Cleveland Monsters, Canton Charge, Cavs Legion GC

Jeff Herbert, P97 Apple Bank

Cliff Iler, P179 University of Kentucky

Benjamin C. Johnson, P232 MGA Entertainment

Veronica Jordan, P110 Simon & Schuster

Beth Kotran, P128 Ferrero North America

Matt Mandrell, P218 Fulton Bank, N.A.

Divya Mehta, P134

KONE

Thomas Owen O’Connor Partner Ansa Assuncao LLP 914.298.2266

thomas.oconnor@ansalaw.com

Tom has twenty years of experience as a trial attorney and advocate for industry leaders in catastrophic negligence, products liability and insurance actions.

Ayisha Morgan, P73

Elite World Group

Michael Norton, P177 Iowa State University

Susan Nystrom, P27 Comerica Bank

Amy Ooi, P158 Caliber Home Loans

Stephen Owens, P182 University of Missouri System

Gerd Pleuhs, P38

Mondelēz International

Adam Rahal, P66 Landesbank Baden-Württemberg (LBBW)

Emilie Rayman, P148 Community Memorial Health System

Kelly Reblin, P106 Kroger

Kevin Reed, P187 University of Oregon

Pam Reynolds, P34 MGM Studios

Chandler Rohwedder, P80 Aflac

Maranda Rosenthal, P145 American Airlines

Bruce Schelkopf, P155 ABB

Laura Stevens, P230 Cengage

Mark Sweeney, P192

Pacific Gas & Electric Company

Kevin J. Orsini Partner Cravath, Swaine & Moore 212.474.1596

korsini@cravath.com

Kevin J. Orsini is a partner in Cravath’s Litigation Department. His practice focuses on complex antitrust litigation, M&A litigation, securities litigation and other commercial disputes.

Sandra Smith Thayer Partner Pasich LLP 424.313.7842

sthayer@pasichllp.com

Sandra Smith Thayer has over 20 years of experience representing clients in complex litigation and domestic and international arbitrations against insurers and insurance brokers.

Katina Thornock, P124

Starbucks Coffee Company

Michaune Tillman, P116 Worthington Steel Processing, Worthington Armstrong Venture (WAVE)

Cindy Westervelt, P198

Iron Mountain

Jeff Woller, P222

Hyster-Yale Group

Christos Yatrakis, P19 Arrow Electronics

Debra Zumwalt, P164 Stanford University

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