Modern Counsel #33

PROUD, SELF-PROFESSED GEEK

AMelissa Siegelman’s humble disposition and innate curiosity help her flourish in her legal career at Honeywell P38

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When your world changes, your legal partner can make all the difference. At GT, we help clients anticipate and adapt to uncertainty through responsive, transparent service. Agile teams enable faster, more confident decisions. And our global platform lets us work together closely–especially when working remotely. Together, we’re changing how your lawyers work for you.

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Melissa Siegelman uses her passion for learning to excel at Honeywell

Implement

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Susie Choung works best when taking on tight turnarounds and high-priority deals at Northrop Grumman

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Ross Paolino is helping Western Union open up digital solutions for customers

Feature

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Paul Fassbender’s wealth of governmental relations work is an essential add to Asurion

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Lifelong learning is an essential component of Wendy Hufford’s ability to embrace new opportunities. At Chico’s FAS, she encourages her team to learn new skills so she can lead with assurance.

Lead

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Trea Southerland leads proactive compliance initiatives for FedEx Express

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Audrey Jean helps AARP evolve to better educate and protect older Americans

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Peter Eklund/Western Union (Paolino), Kristy Horst (Hufford), Will Reintzell (Jean)

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Pivot

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Crystal Barnes’s lifelong mission to help others guides her agile approach to employment law at Lockheed Martin

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For Carl Q. Carter, retirement means starting pro-bono groups, launching a law firm, and establishing his own charitable foundation

Focus

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Amie Nolan-Needham finds the perfect combination of in-house counseling and social justice activism at General Motors

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Katie Neville’s family tree might as well have its own JD, and the senior counsel does her family proud at Hyundai

Evaluate

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A winding road from banking to private practice to a failed start-up positioned Steven Schwab to build Thoma Bravo’s compliance team. And the veteran lawyer is hungry for more.

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Lauren Mutti helps guide Southern Glazer’s Wine & Spirits through an unprecedented industry disruption

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“I’m bored!”

This dreaded phrase is typically echoing through my house no later than 7:45 a.m. on any given weekend morning. My husband and I have mastered a synchronous yet unintentional sigh while compiling a day’s worth of prospective activities. But before we have a chance to collaborate, we are almost always interrupted with another predictable exclamation.

“What are we going to learn today?”

This is when a panicked and exasperated look emerges in our five-year-old daughter’s large hazel eyes. On cue, her little sister chimes in like an obedient parrot with a similar plea. As working, sleep-deprived parents, these demands are not exactly welcome after a busy week.

While editing Modern Counsel’s Lifelong Learning issue, I realized that our growing girls’ joint thirst for knowledge may serve them well as they develop their own interests and passions. In our feature section, we highlight in-house counsel who succeed in large part due to embracing their own appetency for knowledge. Leaders including Paul Fassbender at Asurion, Micah Rubbo at Twitter, and Stacey Werner Shapiro at Choice Hotels International have thrived throughout their legal careers by continuously keeping up with shifts in local, federal, and international regulations. Their natural inclinations to analyze ever-evolving trends in the profession allows them to improve as lawyers as opposed to staying stagnant.

Like many high-performing professionals, lawyers are paid to be curious. Our cover star Melissa Siegelman (aka the proud, self-professed geek) credits her innate love of learning for much of her success. After multiyear in-house stints at Turner Broadcasting and Veeam Software, Siegelman is now general counsel of Honeywell’s fire and security business units. When she came on board, Siegelman spent months pouring in a tremendous amount of time and energy learning about Honeywell’s business, processes, financials, and overall company to prepare herself to effectively lead.

“If you don’t like to learn, this is probably not the profession for you,” she says. “It’s more than just learning about what’s in books or what your client is trying to do or accomplish. Learning about people, how they operate, what their priorities are, how to work on a team, how to manage—that’s all so important to being an in-house lawyer. If you can’t do that, you aren’t going to do well or enjoy your job.”

While the throes of parenthood can put anyone’s patience to the test, I found myself taking great pride drawing similarities between my kiddos, who never seem satisfied with a lazy Sunday morning, and the tireless leaders showcased in this issue. Only time will tell if this natural sense of wonder withstands the test of teenage and adult years, but they are certainly off to a good start.

Brittany Farb Gruber Managing Editor

Implement

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

Two-Factor Data Protection

As the value of data rises, Sabrina Guenther Frigo helps CUNA Mutual and its customers navigate the complicated threat landscape

By Zach Baliva

SABRINA GUENTHER FRIGO JOKES THAT HER own husband doesn’t understand what she does for a living. And she doesn’t blame him—it’s a bit complicated.

Guenther Frigo is the associate general counsel of privacy and data management at CUNA Mutual Group, a broad financial services provider. She advises the company regarding data, privacy, and security risks as its maintains, develops, and provides insurance and investment products to credit unions and other financial institutions. Or as her husband puts it, “she’s the reason we all have to use two-factor authentication.”

As a data and privacy professional, Guenther Frigo is indeed a fan of layered security measures designed to keep intruders from stealing passwords and accessing private information. While a small contingent of consumers might see the steps as an annoyance, she knows how important it is to protect those consumers and her company alike. After all, CUNA Mutual serves 95 percent of all credit unions, along with other financial institutions, and protects 30 million consumers with more than $8.8 billion in annuity assets under management. Its annual revenue tops $4 billion.

Stay Protected Privacy and security expert

Sabrina Guenther Frigo offers seven simple steps for everyone to protect their data.

1. Review the privacy settings on your mobile device

2. Delete apps you don’t really need

3. Think carefully before granting all permissions

4. Keep your phone updated

5. Disable Bluetooth when you’re not using it

6. Use a passcode to lock your device

7. Turn on multifactor authentication wherever you can

Guenther Frigo relies on a blend of training and experience to excel in the role. She went to the University of Virginia School of Law and started her career at Jenner & Block. When a partner started a privacy and information governance practice, Guenther Frigo expressed interest and started to study its relevant issues.

That was in 2012. Smartphones had been around for five years, and as connected devices grew in popularity, the idea of personal information hit the mainstream. Guenther Frigo knew she had found a niche. “I saw how privacy and emerging technologies were about to change business on a global scale as all of these issues came together,” she explains.

As the early privacy landscape continued to evolve, Guenther Frigo worked to stay on top of the legal and business implications related to the intersection of risk, value, data, and technology. While advising clients in financial services, e-commerce, and other fields, she got more involved in issues related to privacy and data management.

Soon, Guenther Frigo realized these were no longer small practice areas but broad issues that impact all aspects of how employees and consumers engage with any organization. A desire to be part of a team that guides long-term strategy led her to investigate in-house roles, and she joined CUNA Mutual in 2017 to protect the business and its customers.

Guenther Frigo’s team includes one other attorney and two business compliance professionals who work broadly across all business lines on privacy, cybersecurity, data, and related topics. They analyze changes in regulations and policies and educate internal partners on what’s coming.

Those conversations are critical for Guenther Frigo and her team. “We shine when we connect and engage with people as true partners,” she says. “I talk to them about what we need to do, and we figure out how to do it together.”

The pace of innovation, an ongoing pandemic, and sophisticated threats from hackers are all making Guenther Frigo’s job harder than ever before. Data is valuable, consumers have high expectations, and regulators are strict. Guenther Frigo and her team advise on necessary safeguards to protect members who want the convenience of completing personal transactions 100 percent online.

“It’s not the consumer’s responsibility to understand the secure features a company provides,” Guenther Frigo says. “It’s our job to make sure we build an experience that is both safe and convenient.”

Keeping pace with the company requires constant prioritization, and Guenther Frigo asks her team to tackle items on a risk-based approach. “We believe in privacy by design and prefer to be engaged early in all projects,” she says.

In the pandemic and post-pandemic world, more things are done remotely. While that brings extra convenience, it also brings extra risk. “The divide between our personal and professional lives is rapidly disappearing,” Guenther Frigo says. “And we all need to take more care to protect our personal security.”

Foley & Lardner LLP:

“Sabrina Guenther Frigo boils down complex, evolving privacy and security laws for her business teams so they’re easily able to align them with strategic goals. She gets to the bottom line quickly and has a practical sense of humor while doing it.”

–Jennifer Urban, Partner

The Beauty of the Blur

Susie Choung works best when taking on tight turnarounds and high-priority deals at Northrop Grumman

By Billy Yost

IN MID-MARCH OF 2020, THE UNCERTAINTY of the markets, not to mention an entire world preparing to take on a pandemic, presented a number of unique questions for companies in how to plan for, and be ready to respond to, the broad-ranging impacts from the pandemic, from the macroeconomic and market impacts to the day-to-day operational ones.

Companies that had made projections with respect to cash outlays or expenditures at the end of the prior year were now facing a very different world with many more variables to account for. Northrop Grumman, like other companies, reevaluated its cash requirements

and took steps to better enable the company to preserve financial flexibility in a very uncertain and unprecedented time.

Luckily, Northrop Grumman had a team ready to pivot to support the company in achieving that financial flexibility. Corporate Director and Assistant General Counsel Susie Choung works best when faced with high-priority projects with tight deadlines. She triple-majored in philosophy, political science, and economics at Northwestern University, and was always one to say, “I can take on more.” Her work style today is much the same: she thrives on taking on a lot of projects at once.

Corporate Director, Assistant General Counsel, Office of the Corporate Secretary Northrop

“I’ve found that when I’m busier, I do better,” the attorney explains. “Even in college, the quarters when I had the lightest workload were the ones where I struggled to keep up momentum and stay focused. And the quarters where I loaded up on classes, I ended up getting the best grades in those quarters. It might seem like a strange strategy or effect, but juggling a lot of different things helps me stay focused and engaged.”

Raised Quickly

In this case, Northrop Grumman made a quick decision to raise additional capital through an offering. This could help the company weather the choppy eco-

nomic waters of the pandemic, however long it might last, among other things. One of the challenges, however, was how many other companies were planning to execute on a similar idea.

“I remember getting a call about doing a financing transaction and launching within a week,” Choung recalls. “We knew other companies were starting to go out there and raise capital, and we wanted to make sure we had an opportunity to get into the market quickly, in case that window of opportunity closed.”

The highlights of Choung’s career are always remembered with the same word: blur. Prepandemic: underwriters, counsel, and other parties would come

Robin Funkhouser Shahan

Susie Choung

Grumman

to the office to review documents and run due diligence together in a data room. When documents required signatures, you obtained and delivered “wet” originals.

This simply wasn’t possible after the corporate office went to a fully remote schedule for an undetermined period of time. Northrop had to conduct the entire transaction remotely.

“We had not established a virtual data room for any of our financing transactions in the past,” the lawyer says. “We had to make sure the vendor and the data room platform met our security requirements. And we had to make sure our team was comfortable with using and navigating the systems. And we had the added pressure of working in a compressed time frame.”

Choung’s previous experience, eleven years of extensive M&A work, was essential to the process. The lawyer says the pace of the project perfectly aligned with her own style. The need for laser focus and execution, the adrenaline of working on a tight timeline, and the knowledge that an end date was in sight created that perfect blur where Choung works best.

The deal went through without an issue. It helped lay the groundwork for getting other projects done remotely, which has continued to pay off as the pandemic wore on. It’s not the first big deal Choung’s done at Northrop, and it won’t be the last.

One Year, $9 Billion

The attorney spent the better part of a year from 2017-2018 transitioning to taking on most of the SEC compliance work after another attorney moved to a new role. It essentially meant that Choung was working two jobs concurrently. And to add to that pressure, Northrop was in the process of acquiring Orbital ATK, another aerospace and defense company with approximately fourteen thousand employees, for $9 billion.

Yet again, the overwhelming nature of the work was right in Choung’s wheelhouse. “While I was doing the work of two, I then had to make time to support this strategic M&A transaction, which was high priority with a very demanding

Embracing Diversity through Genuine Connection

As an attorney and woman of color, Susie Choung says that her approach to diversity and inclusion plays out in the depth of relationships she works to build with her team and across the organization.

“It’s important to get to know your colleagues beyond the work and to learn about their life experiences,” the attorney says. “Diversity and inclusion is not just about training courses and progressive recruiting and hiring practices—those are a given—it’s about taking the time to get to know people and celebrating their successes and supporting them in their hardships. You don’t ever want to feel like you’re a box to check. You want to feel seen, valued, and respected.

“For me, that’s meant putting the time into building those relationships with people and eventually having challenging or tough conversations, but in a safe and trusted space,” Choung continues.

timetable,” Choung says. “There were several times when these different projects, deadlines, and priorities converged, and it was really my energizer. There’s no time to overthink things, no time for stress. You just take all of that intensity and you put it to work to get the job done.” If only we all reacted this way to an avalanche of challenge.

The deal played out over the course of the year, and while Choung is hard-pressed to remember the details, her pride is evident. It was a key transaction for Northrop, and the lawyer was able to see it through from the beginning to the closing and afterwards through the integration of Orbital ATK.

Looking ahead, Choung has continued to take on new roles and responsibilities.

“I think I have a bias to say yes to things,” she says, laughing. “Even if I haven’t done it before, I think that’s part of growing and learning. I like to make the most of an opportunity and not leave anything on the table. There’s almost always something to be gained from a new experience and keeping that perspective makes even the most challenging projects worthwhile.”

Editor’s note: At the time of press, Susie Choung is no longer at Northrop Grumman.

We are pleased to support the in-house leaders featured by Modern Counsel with whom we are honored to work.

At Morris Nichols, the needs of our clients who partner with us shape everything we do.

Forward Thinking

At Ziff Davis, Shelly Lin modernizes her highvolume M&A department for optimized speed and results

By Zachary Brown

THE LATE AUGHTS WAS AN INTERESTING TIME to be working at a large investment bank. The year was 2008, and Shelly Lin had been at Goldman Sachs for three years. She had joined after graduating from Yale University with a bachelor’s degree in economics. Little did she know that she would have a front-row seat to one of the most tumultuous eras in the history of the American economy.

Like others around the country, Lin watched as defaults on subprime mortgages skyrocketed, the US housing market collapsed, and Lehman Brothers filed for bankruptcy. These events, of course, were part of a global financial crisis, and Goldman Sachs and its clients weren’t immune from the challenges that plagued the industry. During that time, Lin was handling distressed debt restructuring on behalf of Goldman Sachs’ clients and working with outside law firms in an environment of constant change in both the financial and regulatory landscape.

Observing the effectiveness of the outside law firms opened her eyes to new possibilities.

“I started to have a real admiration for great legal work, and I found it very intellectually stimulating,” she says. “A well-crafted corporate document survives you and can set the stage for the future. I wanted to be part of that.” After some time working with the outside law firms, Lin became interested in pursuing a law degree and enrolled at Columbia Law School. Upon graduation from law school, Lin had job offers from multiple law firms but chose Simpson Thacher & Bartlett because of its strong reputation in mergers and acquisitions. She spent five years representing corporate and private equity clients as well as financial advisors in public and private mergers, acquisitions, divestitures, and other strategic transactions. During Lin’s time at Simpson Thacher & Bartlett, she worked on transactions valued at over $70 billion in total.

The training and mentorship Lin received at Simpson Thacher prepared her to go in-house to manage domestic and cross-border deals at Interpublic Group, one of the largest publicly traded advertising companies in the

world. During her time at Interpublic Group, she had the opportunity to work on IPG’s $2.3 billion acquisition of Acxiom.

Lin now serves as the lead M&A attorney at Ziff Davis (ZD), formerly known as J2 Global. The publicly traded, vertically focused digital media and internet company has a portfolio that includes well-known brands like IGN, Mashable, PCMag, RetailMeNot,

Speedtest by Ookla, DownDetector, BabyCenter, Moz, iContact, and VIPRE Security.

In this role, Lin works to help ZD evaluate potential partners as the company continues to grow through acquisition. Lin and the ZD M&A team look at about twenty deals per year and execute on approximately eight. Thus, speed and consistency are key. “M&A teams in fast-moving, high-growth compa-

nies need streamlined processes to be effective and add the most value,” Lin explains. Upon her arrival, she looked for opportunities to scale efficiencies, and she modernized ZD’s M&A function by introducing digital solutions and standardizing agreements to create a repeatable acquisition program.

ZD targets digital media and software companies that it can introduce into its company. Then it enhances and

Shelly Lin Associate General Counsel, Mergers and Acquisitions, Investments & Strategic Partnerships Ziff Davis Inc.

Simpson Thacher

scales those companies by applying cash infusions, legacy expertise, and operational excellence. Since Lin joined Ziff Davis, she’s closed the deals that have brought RetailMeNot, RootMetrics, Solutelia, Moz, DailyOm, Inspired eLearning, SpatialBuzz, Kickbox, and others to the company.

A broad portfolio helps Ziff Davis navigate uncertain times related to the global pandemic and other world events. While some businesses are down, other brands in technology, cybersecurity, entertainment, and health are up as more people work from home. Lin, who has already lived through challenges like the 2008 global financial crisis, is unfazed by the pandemic.

“Leaders should focus on what they can control and how to navigate different scenarios, rather than things beyond their control,” she says. “It’s important to be prepared and move forward using the information you have to safely execute an overall plan with confidence.”

That strategy will take Lin and Ziff Davis into the future. The company has deployed more than $2.8 billion of capital since 2013, and Lin is using her proven strategy to continue the upward trend.

Simpson Thacher

&

Bartlett LLP:

“We have had the pleasure of working closely with Shelly Lin for many years. She is both extremely talented and an excellent, forward-thinking leader who consistently sets a high bar for the industry.”

–Jakob Rendtorff, Partner

“A well-crafted corporate document survives you and sets the stage for the future. I wanted to be part of that.”

Closing the Digital Divide

Katharine Saunders builds a new team at Verizon designed to implement broadband networks nationwide

By Zach Baliva

ON NOVEMBER 15, 2021, PRESIDENT

Joe Biden signed H.R. 3684 into law. The bill, more commonly known as the Infrastructure Investment and Jobs Act, allocates $65 billion to boost broadband Internet signals, bring access to rural areas, and make service more affordable for qualifying lower-income households.

Katharine “Kaiti” Saunders celebrated the news. As vice president and

deputy general counsel of network regulatory strategy at Verizon, she knows just how critical high-speed access is. “Broadband networks let us work, attend school, and receive medical care,” she says. “As a society, it’s critical that we finally have the technology and the will to ensure that kids don’t have to sit in the McDonald’s parking lot to get broadband so they can do their homework.”

Saunders came to the communications giant in 2009 after logging nearly a decade as a trial lawyer at big law firms where she represented commercial clients in intellectual property disputes and other matters. In her current role, she leads a team that develops and implements Verizon’s overall regulatory strategy regarding its nationwide broadband plan. That plan includes advanced 5G networks and deployment of One Fiber bundled Internet, telephone, and television services.

Verizon, Saunders, and her colleagues were watching H.R. 3684 and the underlying issues closely. In fact, before the bill was even proposed, Saunders cowrote a related academic white paper published on her company’s website. The document, entitled “Accelerating America,” lays out the need to close the nation’s digital divide. “Americans who don’t have the education or tools necessary to function online are at a disadvantage,” the document says; its authors also outline a bold vision for how the federal government should proceed.

With these issues coming to the forefront, Saunders started building a new network regulatory strategy team within Verizon. The group will determine how the company will participate in broadband deployment funding programs at both federal and state levels. They will also work on legal, regulatory, and compliance matters regarding intelligent edge, network-as-a-service, 5G, and One Fiber.

In forming the team, Saunders says she’s looking to maintain the authentic culture she’s experienced since her arrival at Verizon in 2009. “This is an inclusive and welcoming place full of people who lead with empathy,” she explains. Saunders, who knows such a strong culture isn’t always common at companies that approach Verizon’s size, is working to build a team where “everyone can be part of the conversation and make real contributions that help the company move forward.”

Emerging technologies are increasing opportunities, but they can also increase inequities for people who lack internet access

Katharine Saunders VP and Deputy General Counsel of Network Regulatory Strategy

Verizon

“As a society, it’s critical that we finally have the technology and the will to ensure that kids don’t have to sit in the McDonald’s parking lot to get broadband so they can do their homework.”

and other resources. Saunders’s role at Verizon helps her advocate for the underserved and underrepresented—and she’s also doing that out in the community. “Our general counsel, Craig Silliman, set the tone for this and encouraged everyone in our department to find a way to use our skills and give back,” Saunders says. “Now it’s just a part of who we are.”

It’s a challenge Saunders takes seriously. She volunteers with many organizations and serves on several nonprofit boards, including that of the Woolly Mammoth Theater Company, a group that presents shows from new and diverse voices to spark dialogue and create change from its seat in the Washington, DC area.

She’s also giving her time and skills as the board finance chair for the AppleTree Institute for Education Innovation, an organization working to close the achievement gap before children enter kindergarten. Recently, Saunders was appointed as a guardian ad litem and is working with the DC Volunteer Lawyers Project to represent at-risk children, domestic violence victims, and other vulnerable individuals in court proceedings and custody cases.

Saunders graduated from the University of Michigan and earned a political science degree from Johns Hopkins University, where she played varsity soccer. In 2019, she helped launch the SportsBra Project, a nonprofit working to remove barriers to participation in sport.

Whether working to close the digital divide or to advocate for women, children, education, and the arts, Saunders says she is happy to have found a way to apply her skills for the good of others. “I can wake up every day thankful to know that I get work on things that really matter,” she says. “And that’s an amazing gift.”

Kellogg Hansen:

“Kaiti is not only a brilliant attorney, but also deeply committed to mentoring the next generation of lawyers. It is a privilege to work with her.”

–Scott Angstreich, Partner

Keeping Pace

Claudius Sokenu leverages his eclectic legal experience to help Cognizant expand its reach and take professional services consulting to new heights

By Zachary Brown

COGNIZANT IS A COMPANY ON THE RISE.

The leading IT services and consulting company founded in 1994 has $18.65 billion in revenue and 330,000 employees worldwide. It landed on Fortune magazine’s yearly ranking of the nation’s five hundred largest companies in 2011 and cracked the top two hundred in 2018 through 2021.

The ranking was validation for the company’s hard work during the ongoing COVID-19 pandemic. “We are focused on helping clients deliver exceptional experiences created at the intersection of cloud and digital. I’m grateful to all of our associates for putting their hearts into living client-centricity under the difficult conditions created by the COVID-19 pandemic,” CEO Brian Humphries said in a statement.

Those clients, who work mainly in industries like healthcare, automotive, banking, retail, and technology, rely on Cognizant’s unparalleled experience and subject matter expertise in artificial intelligence, cloud enablement, modernization, and a suite of digital solutions designed to accelerate business objectives. Humphries and his colleagues serve all top thirty global pharma companies, all top ten European banks, most top ten internet companies, and most top twenty healthcare plans.

As senior vice president, deputy general counsel, and global head of legal operations and litigation, labor, and employment, Claudius Sokenu works with his general counsel to craft and implement an important strategy designed to manage risk, defend claims, and uncover new opportunities for the large and fast-moving multinational corporation. He manages a large team of four hundred lawyers and other professionals who collaborate to coordinate all aspects of litigation, government

Goodwin is proud to join in recognizing our friend and client Claudius Sokenu for his ongoing contributions to Cognizant and renowned leadership across the company’s operations.

investigations, regulatory enforcements, and other issues. Sokenu stepped in to lead the department in March of 2020 and has since added to the existing legal team, thereby reducing outside counsel expenses by $40 million.

Before joining Cognizant, Sokenu was deputy general counsel at a large Texas-based energy company known as Andeavor, where he rebuilt a litigation department and restructured an ethics and compliance program. He started his career in an honors program at the US Securities and Exchange Commission’s Division of Enforcement and also spent about eight years in private practice.

Sokenu says the variety of experiences has prepared him to navigate the world of digital technology and the scope of an enormous corporation. “It’s a much more dynamic, fluid, new, innovative industry as opposed to the old, tried-and-trusted engineering and oil and gas environment,” he explains. “Judgment is important. It’s impossible to know every detail, but it’s been critical bringing my judgment to bear.”

Six months into taking on the new position at Cognizant, Sokenu faced a big test: a major New York trial in the middle of a global pandemic. The company and one of its subsidiaries, TriZetto Healthcare, won a $854 million jury verdict from Syntel Inc. after demonstrating trade secret theft in the rival’s software. Syntel originally accused TriZetto of poaching employees to obtain trade secrets, leading to a successful countersuit. Sokenu and Cognizant worked with outside firm Kirkland & Ellis to achieve the ruling, made up of $284.8 million in compensatory and $569.7 million in punitive damages. An April 2021 court ruling reduced the punitive award to $285 million.

goodwinlaw.com

It was just one of several big projects to come across Sokenu’s desk in his first two years, as he also helped settle a class action for $95 million. As he resolves large cases and settles into his leadership role at a growing and influential company, Sokenu is using his platform to promote two important issues: mentorship and diversity.

Sokenu has seen the effects of conscious and unconscious bias and benefitted from mentors in his own career journey. He studied at King’s College

Shining a light

London, graduated from Georgetown University Law Center, and became the first Black male partner at New York’s Shearman & Sterling law firm. “Was there anything about me that was dramatically better than those who came before? Clearly not,” he reflected in a Cognizant blog post. “As I’d find throughout my career, I was buoyed by people who invested time and political capital in pushing me through the barriers.”

With a large legal department and a budget topping $100 million, he now has the chance to mentor others and push key diversity initiatives. “It’s important that our firm reflects the community and society,” he says, adding that he’s committed to helping Cognizant recruit and retain diverse talent.

These efforts complement those of Sokenu’s counterparts on the business side to push the company forward. In 2021, the company grew its international footprint, expanded its digital suite, and increased bookings, revenues, and dividends.

“Claudius really outdid himself this year—he actually turned a major in-house legal department into a huge profit center,” says Bruce Bettigole, partner at Eversheds Sutherland. “In the midst of COVID, he applied his outstanding strategic skills to a massively successful litigation, while simultaneously overhauling legal operations to save Cognizant tens of millions in legal spend.”

Bruce Bettigole Partner

Eversheds Sutherland

T: +1 202 383 0165 brucebettigole@ eversheds-sutherland.com

Adam Pollet Partner

Eversheds Sutherland

T: +1 202 383 0812 adampollet@ eversheds-sutherland.com

“It’s a pleasure to see Cognizant’s Claudius Sokenu receive such well-deserved recognition. His rare combination of top-level strategic thinking, collaborative sensitivity and great personal warmth have made Claudius a joy to work with as both a client and a colleague for many years. Eversheds Sutherland congratulates Claudius on his outstanding career and the many more achievements to come.”

© Eversheds Sutherland Ltd. 2022. Attorney Advertising. eversheds-sutherland.com

A Product and Customer-first Mindset

Ross Paolino helps Western Union open up digital solutions for customers

By Keith Loria

AFTER ROSS PAOLINO GRADUATED FROM George Washington University Law School in 2008, he launched his career at Hughes Hubbard & Reed LLP in Miami, splitting his time between litigation, commercial, and regulatory work stemming from major bank failures in the wake of the 2008 financial crisis.

After two years, he moved back to Washington, DC, to join Orrick, Herrington & Sutcliffe LLP. While a member of Orrick’s antitrust practice, he also spent time supporting the firm’s appellate, commercial, and intellectual property litigation teams. In particular, his ability to distill complex technology topics and legal issues into straightforward arguments made him a go-to senior associate on key matters for the firm’s most prominent clients. That adaptability across subjects and practices areas, however, is what ultimately led him to transition in-house.

“I really thrived on going in and out of the different practice groups. As you climb the ladder at the firm, the preference is for you to choose one area, focus on that, and that felt restrictive,” he says.

Ross Paolino VP, Associate General Counsel, and Head of Global Projects, Partnerships & Strategy Western Union

After eight years between two large firms, and with the prospect of getting out of the District to move west and be closer to family, he found a position with $4.8 billion financial services company Western Union headquartered in the Denver area.

After initially supporting Western Union’s payments business, he began to pick up work to support the company’s digital expansion across the globe—a role he ultimately settled into full-time. The company needed help expanding its footprint and structuring agreements in the digital landscape. To support the expansion, he helped resolve contract backlogs and worked with the business and product teams to streamline Western Union’s digital contract templates to increase deal velocity.

Following a reorganization of Western Union’s legal team, Paolino was tapped to head the Global Projects, Partnerships, and Strategy team, where he and his team partner with business, technology, and go-to-market peers to bring new products and services to life. “My group serves as the connective tissue on some of the big global deals and global products,” he explains. “We interface across jurisdictions, across functions to help get things built and launched.”

His prior background as a litigator made the product counseling role come naturally. “A huge part of product counsel is being able to establish trust, embrace ambiguity, and help develop pragmatic and iterative solutions with the product team. As a litigator, you build a skill of being able to communicate with different audiences, understand real versus

hypothetical risk, and distill complex topics, which is something that served me well in my product role,” he says.

One of the projects he is most excited about is leveraging Western Union’s Austrian banking licence to launch a digital consumer bank account in select European markets. The digital bank account, along with a revamped loyalty programme, will help Western Union create a stronger relationship with the customer and give the company a better opportunity to offer more customer-centric products and services that address their pain points.

Most people know Western Union as a trusted name in the industry, and Paolino works hard to help the company adapt while keeping the customer at the center of everything they do. “Every day there’s a new competitor in the fintech space that is answering a consumer pain point with seamless and frictionless solutions—it’s a constantly evolving market and an exciting one to be involved in,” he explains.

Allen & Overy LLP:

“Ross is a talented and engaging lawyer whose technical and commercial acumen make him a stand-out fintech leader. We highly value our relationship with Ross and the innovative work we do with Western Union.”

–Nikki Johnstone, Partner (Fintech & Payments Regulatory)

Schulte Roth & Zabel:

“As a leader in the digital payments industry, Ross is uniquely positioned at the forefront of today’s market environment.”

–Kara Kuchar, Partner

“Every day there’s a new competitor in the fintech space that is answering a consumer pain point with seamless and frictionless solutions—it’s a constantly evolving market and an exciting one to be involved in.”

Drawing Inspiration

Colin Darke thought he was trading the studio for the courtroom, but the Rocket Loans chief compliance officer and GC unexpectedly discovered how the arts and the law intersect

By Zach Baliva

COLIN DARKE IS KIND OF A BIG DEAL on TikTok. At Rocket Loans, he’s known as chief compliance officer and general counsel. Online, he’s the Ambidextrous Artist. Darke’s two-handed sketches and paintings have earned him seven hundred thousand followers and a billion views and led to appearances on television programs like Good Morning America

Darke joined the Rock Holdings group seven years ago to help launch its tech-savvy personal company known as Rocket Loans. As a member of the executive team and board, he is managing all legal issues, running a compliance program, and preparing the company to execute an aggressive growth plan. When he’s not in the Detroit office, Darke is under the lights in his home art studio.

That’s nothing new. Darke has always been creating—but he hasn’t always shared his work. That changed in 2019, when his wife noticed their young son switching hands while coloring. When Darke started exploring his own ambidexterity, his creative out-

put increased. In fact, he earned his bachelor’s degree in fine arts in watercolor painting from Western Michigan University and had an art show at the Royal Scottish Academy while in school. He says he finds a simple joy in sketching pet and celebrity portraits. Darke put his unique work online, and soon, his two-hand drawings of characters like Harry Potter and The Office’s Michael Scott were going viral.

Cultivating dual passions of art and law has helped Darke find personal and professional balance as he brings all elements of self to the workplace. “Art and other creative pursuits can be a great way to deal with the stress and pressure of work, and sharing our outside interests also helps deepen relationships,” he explains. The art hanging in Darke’s office often sparks conversations and helps colleagues find common ground so they are ultimately more comfortable coming to him when problems or issues arise.

While some might assume that the passion that motivates an artist conflicts with the logic that guides a lawyer, Darke finds an overlap

Colin Darke Chief Compliance Officer and General Counsel Rocket Loans

between the two disciplines. “Fine arts training helps you be curious, and open, and self-reflective,” he says. “Those same traits help attorneys analyze risk, look at many factors with a new perspective, and find creative routes to the best outcome.”

Before joining the Rock Holdings family of companies in 2015, Darke started his legal career in private practice and spent three years as Flagstar Bank’s in-house counsel. He came to his current organization when Quicken Loans was rebranding as Rocket Mortgage with the help of a high-profile Super Bowl ad.

Now, as chief compliance officer and general counsel at Rocket Loans, he’s guiding a lean team dedicated to managing risk and uncovering new opportunities. Those opportunities include solar loans. In late 2021, Rocket Companies announced a new plan to help users finance solar panels. Darke and his counterparts are instrumental in supporting this initiative and other similar endeavors. “We are a tech company that makes complicated financial transactions easier, and our legal team works with our internal partners to enable all they do as we launch solar panel loans and other important new products,” he says.

Earlier this year, Rocket Companies closed a $1.275 billion cash deal to acquire Truebill, a leading budgeting, spending, and financial management application. The move will add millions of users to Rocket’s platform and increase yearly revenues

“Art and other creative pursuits can be a great way to deal with the stress and pressure of work, and sharing our outside interests also helps deepen relationships.”

Shooting for the Stars

by approximately $100 million. It’s a natural fit as Rocket Loans builds its FinTech ecosystem, expands into solar, and considers other emerging markets.

Darke is excited about these new developments and is passionate about how Rocket can support its local communities in and around the Detroit area. Quicken Loans came to the city in 2010, and its founder, Dan Gilbert, has invested billions of dollars in city revitalization projects. In 2021, the Gilbert Family Foundation and the Rocket Community Fund committed another $500 million to these efforts, tagging $15 million for a “Pay As You Stay” initiative that helps low-income homeowners pay property tax debts. “Giving back and existing for something bigger than profits continues to be part of Rocket, and every year there is something all of us can do together to help transform the city we call home,” Darke says.

Gilbert started Rocket Mortgage as Rock Financial in 1985. Today, what was once a single mortgage lender has grown into a large ecosystem that includes companies like Amrock, Nexsys, Edison, ForSaleByOwner.com and LowerMyBills.com. Darke has helped implement a leadership training program and is a certified leadership coach for the entire group. He also works with his counterparts across the organization to make sure his legal strategies feed into the broader Rocket mission. In doing so, he helps ensure the left hand knows what the right hand is doing.

Chapman and Cutler llp • chapman.com • Attorney Advertising Material. Charlotte • Chicago • New York • Salt Lake City • San Francisco • Washington, DC

Kudos to Colin Darke and the Rocket Loans team for their industry innovation and leadership.

Intimate Knowledge

The Hartford’s Kevin F. Barnett leverages in-depth knowledge about the business as he assesses the impact of increased focus on ESG

By Peter Fabris

WHEN COVID-19 STRUCK, INSURANCE giant the Hartford sent the majority of its employees home to work and implemented new safety protocols for those few who had to venture into the office. For securities and corporate governance attorney Kevin F. Barnett and others on his team, this development altered how they performed their jobs. Also altering their performance was recently issued revisions to Securities and Exchange Commission (SEC) disclosure rules, one of which for the first time required extensive disclosure to shareholders about the company’s human capital.

“Under the revised rules, we were required to disclose detailed information about the company’s human capital in our annual report, including the impact of COVID on employees as well as the company’s response in that regard,” Barnett says.

The SEC is increasingly focusing on environmental, social, and governance

(ESG) reporting as well, and having to manage the new human capital disclosure requirement during an ongoing pandemic provided an early test for Barnett as the lead attorney for the preparation of the SEC filing. Working closely with top management and other departments including human resources and operations, Barnett painstakingly crafted disclosure regarding the company’s pandemic labor and safety initiatives to submit to the regulator and shareholders.

The Hartford has always emphasized the importance of human capital to its core business strategy, Barnett explains. Because the insurance industry greatly depends on the efforts and expertise of its employees, the company’s response to COVID in this regard was of interest to investors and to the SEC.

The human capital disclosure is just one example of how the constantly shifting landscape of rules governing

large insurance companies with “very complex and highly technical securities and insurance holding company legal frameworks” keeps his team vigilant, Barnett says. “We really have to be the experts on the current rules, but also have foresight and always be thinking ahead about how upcoming changes to the rules can impact our disclosure regime.”

For example, careful reading and analysis of every word from the SEC is a must. To assess how recent SEC developments might impact the company, Barnett’s team thoroughly reviews published SEC bulletins and guidance, as well as enforcement actions and new lawsuits against other public companies. Data—such as the particular fact pattern involved or nature of the action against the organization in question and the damages sought or amount of fine assessed—helps the Hartford evaluate its own processes and risks.

Barnett’s team works with leaders from other departments to understand the Hartford’s own current control procedures and risk management plans as compared with those of the party being sued or fined. Then they present a risk and impact assessment to top leaders. This information must be presented in a way that business leaders can understand—in other words, no legal jargon allowed.

That work requires sustained collaboration with leaders in business units across the Hartford and presents opportunities for Barnett to learn about the inner workings of the entire company. “The great thing about preparing the SEC and insurance regulatory filings and disclosures is that I get to become immersed in every detail about the business inside out, how it operates, its financial structure, its strategic objectives, risks . . . everything,” Barnett says. “And I get to see it all through the lens of senior management and the board.”

Increased focus on ESG is not just coming from regulators and investors. Due to recent developments in corporate governance case law, the standards for board of director oversight duties have also evolved to include oversight of ESG matters. In response, Barnett’s team is responsible for designing and implementing the governance mechanisms through which the company’s board is informed about the Hartford’s progress toward its ambitious ESG goals, such as achieving top quartile industry representation in leadership roles for women and people of color, reducing greenhouse emissions by at least 2.1 percent each year, and positively impacting the lives of ten million people through its philanthropic efforts.

Barnett’s steadfast determination hasn’t gone unnoticed by his colleagues outside of the Hartford. “Kevin is the consummate

Kelly

Frye Barnett

Kevin F. Barnett Senior Counsel, Securities & Corporate Governance The Hartford Financial Services Group Inc.

professional—he brings enthusiasm, dedication, and unwavering commitment to all he does,” says Craig Brod, partner at Cleary Gottlieb Steen & Hamilton. “It is a great pleasure for us to partner with Kevin and his other wonderful colleagues at the Hartford.”

Barnett regularly interacts with employees at different levels within different business functions. This relationship-based work is enhanced by his core philosophy to “be humble and treat others as you want to be treated,” which he says is deeply rooted in his upbringing in the church (his late great-grandfather was his church’s pastor) and has guided every aspect of both his personal and professional life.

This boils down to “putting others ahead of myself and treating every individual, regardless of position or rank, with the same level of empathy, kindness, and respect,” Barnett explains. “It’s also about being slow to take credit but quick to take blame; embracing and being eager to receive criticism; and having gratitude under all circumstances, even difficult ones.”

Barnett’s outlook serves him well as he continues to build relationships and help navigate the Hartford through an evolving legal landscape. With senior management and the board depending on his team’s expertise, support, and guidance, it’s a vital role that keeps Barnett’s skills sharp and provides fertile ground for absorbing the intricacies of how the company works.

We are proud to work with Kevin Barnett and the talented team at The Hartford.

Congratulations to Kevin on his achievements and his recognition by Modern Counsel.

LIFELONG

For these nine in-house counsel, curiosity has played a major role in their success. Their natural thirst for knowledge helps them strive to be better than they were the day before.

LEARNING

UNAPOLOGETIC & KNOW YOUR WORTH”

At Honeywell, Melissa Siegelman’s passion for learning aligns with her mission to advocate for women and DEI initiatives

By Brittany Farb Gruber

Portraits by Sheila Barabad Sarmiento

Melissa Siegelman’s work ethic has never been less than extraordinary. Early on, when training to be a professional ballet dancer, she committed to intense workouts and classes seven days a week. She would then hit the books immediately when she returned home, often staying awake past midnight to complete Advanced Placement coursework in high school. When she began college at the University of Pennsylvania, Siegelman shifted her focus and grew increasingly interested in technology and bioethics.

“In the end, I wanted to use my brain instead of being judged on appearances,” she remembers. “Dancing was often grueling. Hard work and tenacity, juxtaposed with people openly telling you that you are too fat, or that you can’t do this or that.”

Immediately following college, Siegelman attended law school at Duke University to pursue a career in the legislative field. After enjoying intellectual property classes, she decided to explore intellectual property opportunities and spent several years in private practice. It wasn’t until the birth of her first child and a move back to her hometown of Atlanta when she discovered her affinity for in-house counsel work.

“You learn so much more than just the law being in-house,” she explains. “At a law firm, you are learning a focused area of business for a case and specific areas of law. I feel like I have learned so much more about business and finance, which are things that wouldn’t be part of typical law firm life.”

After in-house stints at Turner Broadcasting and Veeam Software, Siegelman joined Honeywell in June 2021 as general counsel of its fire and security business units. A self-professed geek, Siegelman has spent the past several months working tirelessly to understand Honeywell’s business, processes, financials, and the overall company.

“I’ve embraced the concept of realizing I’m not going to know everything about this business at the outset,” she says. Siegelman cites Erika Andersen’s best-selling book Be Bad First as a useful tool for navigating two job changes over the past four years. “The principle of the book is that you have to lean into the fact that if you want to grow and change, you’re going to be bad at whatever you do first—before you’re good at it. You have to be humble and can’t be embarrassed to ask questions. You learn a lot by simply keeping your eyes and ears open.”

Another ingredient to Siegelman’s legal success has been her innate love of learning. “If you don’t like to learn, this is probably not the profession for you,” she says. “It’s more than just learning about what’s in books or what your client is trying to do or accomplish. Learning about people—how they operate, what their priorities are, how to work on a team, how to manage—is so important to being an in-house lawyer. If you can’t do that, you aren’t going to do well or enjoy your job.”

Siegelman’s passion for diversity, equity, and inclusion (DEI) and advocating for women in the legal industry are also hallmarks of her career.

Melissa Siegelman General Counsel, Fire & Security Honeywell

“

female professionals have to learn to advocate for themselves and to communicate their value-add. ”

She was recently appointed to Honeywell Building Technology’s DEI council and has completed pro bono work as well as served on diversity committees throughout her career.

“I am acutely aware of how fortunate I am,” she admits. “I have always felt that it is important to recognize and be grateful for what you have, but also to give back to the community. At the same time, I have personally experienced my own set of uphill battles. I realized that as a woman, if this is what I’m experiencing, there are certainly others experiencing a much more difficult set of circumstances, whether that exists inside or outside corporate walls.”

At one point in her career, Siegelman experienced gender discrimination firsthand as she was growing her family. “Someone told me they were going to hold me back because I was pregnant,” she remembers. “Comments like this should never be made or tolerated. I would hope that wouldn’t happen today, given some of the things that have occurred in the recent past. Although I don’t know whether my work specifically has impacted change, I would hope continuing to work on things within the corporate arena helps.”

She also credits recent movements, including #MeToo, Black Lives Matter, and other calls to action as hopefully leading to real, quantifiable societal change.

With more than fifteen years of legal experience under her belt, Siegelman encourages younger women to be confident as they find their own paths in the field of law. “Be unapologetic and know your worth,” she says. “Female professionals have to learn to advocate for themselves and to communicate their value-add.”

From her days as an aspiring dancer and honors student to her roles today as a full-time working mom and excelling as an in-house general counsel, Siegelman has followed her own advice as she strives for greatness both in and out of the office.

Vinson & Elkins LLP:

“Melissa is a truly unique talent, who combines a deep understanding of the law with a commercial practicality that make her an incredible asset to Honeywell. It is always a pleasure to get to work with Melissa.”

–Hilary L. Preston, Partner, Executive Vice Chair

Defining Leadership

& Elkins LLP Attorneys at Law

Vinson & Elkins is proud to recognize Melissa Siegelman for her contributions as Honeywell’s General Counsel.

We are proud to assist her in crafting effective, strategic legal solutions that help drive the industry forward.

Kristen Cunningham VP and Deputy General Counsel

Ryan LLC

Connie Roper

ANYTHING READY FOR

Kristen Cunningham describes herself as a “roll up your sleeves” attorney who excels at building teams, creating, and enhancing processes, and solving problems through creativity and tenacity. Today, she counsels tax professionals and executive management at Ryan LLC as vice president and deputy general counsel for her market-leading firm. It’s sophisticated, demanding, and fast-paced work—and Cunningham is up for the challenge. She anticipates the legal needs of her client and counsels and advises them without stifling their business objectives.

Cunningham literally left the family farm in rural Arkansas and moved to Dallas, where she started selling mutual funds with Fidelity. Why? “It seemed interesting,” she explains.

The move didn’t surprise Cunningham’s friends and family, who have come to know her as an ambitious professional with a penchant for lifelong learning. She obtained her broker’s license, trained new employees on FINRA, and stayed with Fidelity for five successful years.

By Zachary Brown

Cunningham’s career pivoted when she considered leaving the brokerage business to pursue a media studies graduate program at Texas Christian University. But when a friend mentioned law school, she was intrigued. She sat for the LSAT, scored well, and began her law school career at the University of Houston Law School. Although Cunningham was on a new path, her experience at Fidelity wasn’t wasted.

How Kristen Cunningham leverages her honed and varied skill set to guide senior leadership to achieve Ryan LLC’s goals and vision

“I wanted to do something completely different from Fidelity,” she explains, “but after I aced my first corporations course, I knew that the building blocks from my time at Fidelity made corporate law a natural choice.” Today Cunningham specializes in securities, corporate, and M&A work thanks to her innate business acumen, sound practical judgment, and experience gained from her time at Fidelity.

Cunningham started her second career in law at the prestigious Dallas-based Jenkens & Gilchrist (n/k/a Hunton & Williams). Working in the corporate and securities group at the largest Texas-based firm gave her the unique opportunity to represent companies in their complex IPOs. Cunningham’s practice evolved into representing large publicly held hospitality REIT clients. Her clients’ businesses were completely disrupted by the tragedy of September 11.

“I was home on maternity leave watching September 11 unfold with two weeks left until I went back to work,” she recalls. “Corporate law practice was like crickets chirping—quiet and not much activity following that monumental day. It was a scary time to return to a corporate and securities practice at big law.”

Soon after, a transition in-house propelled the rising star to her next opportunity. Cunningham moved to CellStar Corporation, where she led all securities and corporate governance matters for the wireless phone pioneer. The position provided Cunningham with another chance to grow when she mastered a new area of the law as CellStar became one of the first companies to comply with the Sarbanes-Oxley Act, which was a sea change in financial reporting and responsibilities for public companies. Cunningham was instrumental in establishing policies and procedures to comply with this sweeping new set of regulations.

Five years later, Cunningham made another series of moves. She joined the legal team at Dean Foods Company, an S&P 500 company, before jumping back to a practice with large law with Alston & Bird, where she represented clients in banking, retail, and other sectors.

In 2019, Cunningham’s legal journey brought her to Ryan, where she’s responsible for overseeing the company’s active M&A practice and expanding its “best practices” corporate governance structure as it grows and evolves from a private founder-led company. She continues to look for new ways to leverage her experience and skills at Ryan.

“I’ve made a point to learn as much as possible in every position I’ve ever had,” she says. “Ryan is definitely the most entrepreneurial organization that I have worked for, and I have been able to advise my clients through understanding their business propositions and finding ways to help them succeed. It’s a unique balancing act of protecting your clients while at the same time nurturing the Ryan innovative and entrepreneurial spirit. I believe that my combined past experience in providing business-minded advice to my clients has allowed me to thrive within the Ryan culture.”

Ryan has been in business for more than thirty years. After joining the organization in 2019, Cunningham introduced modern systems and processes to its legal department. She pitched a new approach to Ryan’s CEO to modernize the company’s process and procedures and won approval to implement a new equity management system and fortify her resources in order to upgrade and modernize her team.

Additionally, Cunningham is showing her strength in building and managing people. She makes it a priority to build trust and rapport with her team and with

“i’ve made a point to learn as much as possible in every position i’ve ever had. ”

her internal clients. She is considered a “go-to” team member and a vital piece in Ryan’s high-performing legal department. In addition to the domestic legal team, Cunningham’s management reach extends to personnel in India and London.

What’s Cunningham’s secret to success? She takes the time to develop strong relationships with each person on her team, and she works tirelessly to maneuver around any roadblocks they encounter. “I like to check in with each team member once a week, even if it’s informal, and make sure I’m doing what I can for each member of my team to be successful,” she says. “We have a very collaborative team and we’re all rowing the same boat, and I make sure that each member of the legal team knows they can come to me for help and support.”

As Ryan grows and evolves, Cunningham is eyeing further optimization. She is continuing to build her legal team and eyeing new systems to advance the department. Improving legal functionality is critical as Ryan’s legal team supports an already industry-leading company that intends to further distance itself from its competitors. Ryan’s leaders intend for the firm to capitalize on the firm’s success and use its abundant financial and human resources to accelerate growth and profitability as Ryan becomes a bigger and better version of itself.

Bell Nunnally:

“Kristen is a super intelligent, hard-working and effective deputy general counsel. She provides Bell Nunnally with the resources and teamwork to successfully close transactions and achieve Ryan’s objectives.”

–Larry Shosid, Partner

Nunnally congratulates our client, Kristen Cunningham, Vice President, Deputy General Counsel at Ryan, LLC, on all of her achievements. We are honored to partner with Kristen and the Ryan team on sophisticated corporate and transactional matters.

bellnunnally.com

Bell

Bell Nunnally is a Dallas-based, full-service law firm equipped to handle every legal need.

FEAR THE

Paul Fassbender’s wealth of governmental relations work is an essential add to Asurion

By Billy Yost

When Asurion approached Paul Fassbender in 2012, the rapidly expanding electronics repair, replacement, and insurance company was moving into areas that extended far beyond the purview of traditional in-house counsel.

“Asurion had reached a level where it takes somebody who understands the system and knows how to navigate it to achieve your desired outcomes,” Fassbender says.

The company was seeking someone who understands the way regulators work, from the halls of Congress in Washington, DC, all the way down to the local city councilperson. It’s a job whose potential candidates might have trouble filling a single hand, but fortunately, Fassbender was interested.

The lawyer spent three years litigating the complex and heavily restricted healthcare field before taking over chief counsel roles for newly elected US Senator Bob Corker from Tennessee. Four years later,

Fassbender assumed the assistant commissioner of policy and federal programs for the State of Tennessee—a position he was courted for by future Tennessee Senator Bill Hagerty—before being lured to Asurion a decade ago.

As senior assistant general counsel and managing director of government affairs, Fassbender spent ten years enabling Asurion’s continued expansion and promoting the interests of the company that has been named to IDG Insider Pro and Computerworld’s “Best Places to Work in IT” four years in a row.

The attorney’s well-earned knowledge of Capitol Hill makes him an invaluable networker, communicator, and educator for regulators to help them understand how different legislation can impact business.

“I don’t think enough people take into account that lawmakers aren’t usually out to get you,” Fassbender explains. “Laws

GOLDEN HANDCUFFS

Paul Fassbender Managing Director of Government Affairs and Senior Assistant General Counsel Asurion

and regulations might impact your business unintentionally, and it’s my job to help them understand how our business might be negatively impacted.”

Essential Electronics and Global Oversight

The managing director’s expertise was put to the test during the COVID-19 pandemic when conflicting legislation, constantly updated requirements, and facility closures seemed to come in waves.

Fassbender found himself communicating with all levels of government to help keep some of Asurion’s operations open. His advocacy was succinct. “If you’re going to send everyone home to work on electronics, why would you shut down a facility that fixes those electronics?” he asks. “It doesn’t accomplish your ultimate goal, and that’s not only impacting the consumer, it’s impacting your citizens.”

One day the managing director might be communicating with a governor’s office, the next day with a sheriff's department. Fassbender says it’s imperative to remember that everyone was trying to do the right thing, and that the entire world was united in their confusion.

At the same time, the managing director helps aid Asurion’s international expansion by building out its widening governmental affairs wing on a more global scale. Asurion currently services over 150 million wireless customers, with over 17,000 employees in 21 countries around the world.

Fassbender’s willingness to figure out things on the fly proves essential when dropped into new countries, situations, communications, and forced to acclimate to his surroundings quickly.

“This approach isn’t born out of disorganization on the company’s part,” Fassbender explains. “But as a structure grows, you just realize you need human capital in some places before others. You build these operations as that structure grows. It’s been exciting

work and has offered me the opportunity to tackle some new global challenges.”

As the world has started moving back to the office slowly, Fassbender says accepting the “new normal” may adversely affect the career and development of younger lawyers. It’s an issue he clearly has spent a lot of time considering, and he has thoughts about overcoming potential pitfalls.

“I think I can say this now being in my mid-forties, but I do worry about younger attorneys, who haven’t had the time to build those personal relationships that I really don’t think you can do on Zoom,” Fassbender explains. “I think attorneys need those opportunities to grab lunch or a coffee with their coworkers, to get to know those folks and figure out how to be successful within their systems and organizations.”

Whether it’s a stairway, a parking garage, or a watercooler, the lawyer says that forging personal connections isn’t just good for business, it’s imperative for one’s career development. It’s a core component of a larger focus Fassbender offers younger attorneys looking to advance.

“i don’t think you can be surprised that your career isn’t advancing if you’re not there in the mix. ”

“They always say, ‘Out of sight, out of mind,’” he explains. “I don’t think you can be surprised that your career isn’t advancing if you’re not there in the mix. It’s not that you’re being cut out, they’re just not thinking of you because you’re not there. Showing up is more than half the battle.”

It may not be the popular opinion—and Fassbender understands that there are many jobs that can be accomplished just as easily at home as in the office—but the lawyer’s own success can be readily attributed to the face time he has put in all along his journey.

For those motivated to keep pushing their careers forward, Fassbender’s last piece of advice stems from the same advice he received early in his career that he knows sent him on the right path.

“I was told to be careful not to slap on golden handcuffs,” the managing director says. “That may take you out of the running for really amazing opportunities. If you just want to do one thing in your career, that’s fine, but you could be setting yourself up for complacency. My advice is to continue to grow.”

Fasken:

“Fasken is proud to congratulate Paul Fassbender on being recognized for his accomplishments in leading Asurion’s growth and continued success nationally and globally.”

–Daniel Brock,

Partner

Meenan, P.A.:

“Paul has a command of the intersection between the legal needs, and the governmental relations needs, of his client. In a regulated business, he navigates those competing needs carefully and skillfully.”

–Tim Meenan, Managing Shareholder

Sloat Higgins Jensen and Associates (SHJ&A) is a comprehensive governmental advocacy and consulting firm based in Sacramento. A premier lobbying firm, SHJ&A is comprised of an exceptional advocacy team, diverse client base and strong bi-partisan ties. Our uniquely qualified professionals have over 100 years of combined experience working with the state Legislature, Executive branch, and regulatory agencies.

AN INTERNATIONAL

Corey Whiting helps Kuok Singapore Limited Group navigate complex legal matters by keeping an open mind and staying flexible in all situations

By Zach Baliva

SENSATION

Corey Whiting had no idea the change that one expat assignment would bring. It was 2011, and his New York law firm needed someone to help start a dispute resolution practice in its Hong Kong office. Whiting loved New York City, but the offer was too good to pass up. He accepted the position and packed his bags for Hong Kong.

Whiting was a qualified candidate for the job. He had been passionate about international travel since he first visited Europe on a high school class trip. That trip sparked a lifelong passion for learning about people, places, and cultures. “I knew early on that I wanted to do something with an international aspect, and that guided my academic and later my career path,” he explains.

He also had experience in Asia. Whiting’s interest in global matters compelled him to study political science and economics at Emory University. Upon graduation, he moved to the nation’s capital and took a job as an international trade specialist at the International Trade Administration. In that role, Whiting worked in the department’s China office and helped monitor the country’s compliance with its obligations as a new member of the World Trade Organization.

He left after two years to pursue a master’s degree in public administration from Harvard University and a JD from Columbia Law School. After law school, he joined Debevoise & Plimpton and worked in their international dispute resolution practice group, where he

established a strong track record working on Asia-based disputes.

Upon moving to Hong Kong, Whiting proceeded to spend approximately five years helping to lead international commercial and treaty arbitrations in the region, and he quickly grew to love the city. Whiting took advantage of his new home not only to enjoy the city’s hiking trails, beaches, and islands but also to travel.

After leaving the firm in 2016, Whiting wasn’t quite ready to return to the United States. Instead, he sought out an in-house role where he could leverage his cross-cultural experience and expertise. He found the perfect match at Kuok Singapore Limited Group, where he is now executive counsel and head of litigation.

Moving to Southeast Asia and stepping into the in-house role continued Whiting’s legacy of lifelong learning. “While I knew how to counsel clients in private practice, now I had both internal clients to service and outside counsel to manage,” he explains. “The role reversal of managing outside counsel was a fun change, and I no longer had to spend late nights drafting briefs. The real challenge came in learning how to navigate the ins and outs of a new company, particularly one that is a multinational, Asia-based conglomerate with a range of different businesses.

“The most important lesson I learned when I first moved to Asia is to appreciate the differences in whatever new experience you find

“ try to minimize your preconceptions as much as possible and come in expecting to learn a lot.”

yourself in,” he continues. “Try to minimize your preconceptions as much as possible and come in expecting to learn a lot. Learning the nuances of how different companies, different people do business better enables you to then bring your own experiences and expertise to bear.”

That approach proved to be important for Whiting. In 2018, shortly after joining Kuok Singapore, Whiting had to advise subsidiary Pacc Offshore Services Holdings Limited (POSH) on the commencement of an investment treaty arbitration against Mexico. The marine company delivers offshore solutions to support energy operations, and POSH alleged that Mexican authorities had taken actions to prevent it from chartering its vessels to Mexico’s national oil and gas company.

The International Centre for Settlement of Investment Disputes administered the dispute heard by a United Nations Commission on International Trade Law tribunal. Whiting, who previously worked on similar cases in private practice, coordinated all aspects of the case and worked closely with external counsel to guide the matter to completion. In 2022, POSH obtained an award ordering Mexico to pay damages.

Being flexible and maintaining an openness to learning new ways of doing things also proved invaluable when the COVID-19 pandemic hit in 2020. Court and arbitration hearings went virtual worldwide and, in many cases, were delayed, sometimes for years. Working to resolve these matters as well as craft Kuok Singapore’s overall dispute resolution strategy required even greater flexibility as Whiting united teams and

“

the real challenge came in learning how to navigate . . . a new company.”

Corey Whiting Executive Counsel and Head of Litigation Kuok Singapore Limited Group

Andrew Scott Hansford

personnel working in offices and law firms around the world.

For instance, in the treaty arbitration against Mexico, Singapore was twelve hours ahead of New York and thirteen hours ahead of Mexico City at the time of the hearing, and witness and the tribunal were also based in Washington, DC, and Europe. Having to coordinate around such significant time differences required Whiting to adjust his schedule to start in the early afternoon and work well past midnight when his counterparts in other time zones are on the clock.

Whiting’s approach to lifelong learning has proven valuable as Kuok Singapore also adapts to a changing business environment. The growing company is intensely focused on the challenge that climate change presents. This includes instituting new business practices, exploring new opportunities, and adopting formal policies in the environment, social, and governance (ESG) space—an area in which Whiting has been heavily involved as a member of the Group’s ESG Project Management Office. The company is seizing these challenges an opportunity to adapt and grow, and Whiting is seizing an opportunity to contribute on business strategies that fall outside of a purely legal role.

When Whiting isn’t consumed by his growing in-house role, he enjoys being a resident of Singapore. One of his favorite past times is sampling the city’s popular street food. Whiting’s favorite? “That has to be char kway teow, a stir-fried noodle dish,” he says.

G. Elias & Co.:

“Working with Corey is a pleasure. He is wise and insightful, practical and efficient, always courteous. He focusses early on the key issues and is quick to grasp important points.”

–Prof. Gbolahan Elias, Partner

Choice Hotels International Stacey Werner Shapiro defines what it means to be a wellrounded, in-house expert

Stacey Werner Shapiro always knew she wanted to pursue a path to becoming in-house counsel. During law school, she initiated an internship at a television station, where the general counsel gave her advice that wound up being taken to its logical extreme in amazing ways.

“At the time, lawyers were becoming very niche-oriented and specialized,” Werner Shapiro remembers. “She told me to do exactly the opposite, to go out and get experience in as many different subjects as I possibly could, because when you’re

in-house, you never know what’s going to come across your desk. If you look at my resume, that’s exactly what I did, I became a Jill-of-all-trades.”

Hospitality, media, commercial contracts, employment, intellectual property, data security, and M&A make up barely a third of Werner Shapiro’s job history. If being well-rounded is the key to in-house success, then Werner Shapiro is a perfect circle.

The attorney has spent the past twelveand-a-half years at Choice Hotels International, where she currently serves as vice

By Billy Yost

A PERFECT CIRCLE

president and assistant general counsel. Werner Shapiro, who willingly says yes to a challenge, couples her desire to learn and build expertise with care and compassion for her own team’s development. She maintains the importance of leadership investing in her own people, not just herself.

That entire philosophy seems to start with Werner Shapiro’s focus on resetting the idea of what being a lawyer means in-house.

“Lawyers are taught to be the smartest person in the room,” Werner Shapiro says, almost wearily. “I have never had

Stacey Werner Shapiro

VP and Assistant General Counsel Choice Hotels International

Daniel J. Shapiro

gaining perspective

Stacey Werner Shapiro’s perspective on lifelong learning and the ability to have a positive impact on others through allyship and multiyear diversity, equity, and inclusion efforts was shaped through personal experience. Werner Shapiro grew up in Teaneck, New Jersey, the first community that didn’t wait for a court order to integrate its school system in the 1960s. It’s a point of pride that lasted through Werner Shapiro’s own K-12 education, when civil rights leaders came to her public schools, read to her class, and spoke with them about their experiences.

“I was lucky to be raised in a community where we had access to civil rights leaders, where my classmates and I were reflections of a great melting pot of religions, ethnicities, races, and gender identities,” she says. “As an American Jew, I had the opportunity to experience firsthand the things we all had in common as human beings, while also celebrating the differences that we each brought to the table.”

Yet even with this foundation, the community’s reputation would be fractured in 1990 when a white police officer killed a Black classmate, Phillip Pannell. The aftermath deeply affected the school-aged Werner Shapiro. “The parallels of what we experienced as a community in the spring of 1990, and what this nation experienced in the winter and spring of 2020, are painful and frankly outrageous.”

The lessons Werner Shapiro learned growing up led her to pursue an interest in employment law, starting with a clerkship at the Equal Employment Opportunity Commission, provided additional context and motivation during her three-year tenure as a member of Choice Hotels’ Diversity Advisory Council, and propelled her to pursue a DEI workplace certification, which she was working through when she spoke with Modern Counsel in early 2022.

A desire to make a difference also led Werner Shapiro to become a member of the development committee of her alma mater Penn State’s Holocaust, Genocide, and Human Rights Education Initiative, which enables K–12 educators to teach difficult topics effectively, such as racism and trauma. Werner Shapiro has tried to live her life, both personally and professionally, in a way that demonstrates tolerance, respect, and compassion. “Now, as an adult, I am finding ways to make an impact, so that the world my two children grow up in doesn’t forget just how far we’ve come, and how far we have yet to go,” she says.

that approach. To be an effective business partner, you have to be willing to grow and be a little vulnerable. You have to build trust and to be willing to ask questions when you don’t understand.”

If she doesn’t know, the attorney is going to figure it out. Werner Shapiro wants to learn her clients’ issues from the inside out, to the point that she jokes that she’ll ask to be explained an issue like it’s written in one of the popular For Dummies series. “I’m not going to be effective if I don’t understand your goal,” the attorney explains.

Choice Hotels follows a “growth mindset” principle, and Werner Shapiro is recognized as someone who exemplifies it. Her career development and growth parallels that of the company, and she has been called upon time and again to help build, lead, and enable transformative initiatives. One example was the opportunity Werner Shapiro had during the company’s acquisition of WoodSpring Suites in 2018. The lawyer wasn’t working alone, but she was tasked with becoming a sort of subject-matter expert on what the business wanted to achieve with the acquisition and looping in the appropriate stakeholders from the legal team, as needed.

The deal required successful partnership across departments, and Werner Shapiro’s legal knowledge was just as important as her ability to collaborate and leverage subject-matter experts.

Although she can’t get into specifics, one of Werner Shapiro’s favorite moments with Choice Hotels demonstrates how fundamentally understanding the business objectives, history, and underlying documents can yield returns. As the lead attorney on a complex, multiyear venture, Werner Shapiro was asked if there was a way for the business to achieve a desired outcome that seemed out of reach.

Knowing the matter well, she scrutinized the underlying documents, asked the internal team and partners some key questions, and advised the team to trigger a technical

mechanism within the governing document that led directly to an influx of additional revenue. This legal tour de force was recognized by senior leaders as a substantial and meaningful win for the business.

Through all these significant accomplishments, Werner Shapiro routinely comes back to speaking about her team. She spent years building a strong team with a reputation for partnership and driving results. “To truly succeed and implement workable solutions, you must be able to build trust and knowledge by working together as a team,” she says.

Throughout that journey, she demonstrates a willingness to encourage her people to pursue their desired career paths, even if that leads them outside of the organization. It comes back to investing in relationships and communication.

“I regularly tell members of my team, ‘If you are willing to be open and share what is meaningful to you, I will try and find a way to help get you there.’ The best part about being a manager is helping people gain skills and experiences as they develop their own careers,” she says.

It’s the growth mindset of someone who knows the benefits of moving in different directions and accumulating experience to be effective in-house. But what’s most clear about Werner Shapiro is the personal investment and satisfaction she gets from seeing her people grow on their own. And, whether she wants to admit it or not, that might make her the smartest person in the room.

EMBRACE CHANGE AS

Wendy Hufford

SVP, General Counsel, and Corporate Secretary Chico’s FAS

Lifelong learning is an essential component of Wendy Hufford’s ability to embrace new opportunities. As senior vice president, general counsel, and corporate secretary at Chico’s FAS, she

encourages her team to learn new skills

so she can lead with assurance.

A LEARNING OPPORTUNITY

By Claire Redden

Kristy Horst

When Wendy Hufford began her career, she aspired to become the top litigation specialist for a public company. But when she found herself there, she began to consider what was next.

“It was a comfortable place to be,” she explains. “You know everything when you’re a specialist; no matter what happens, you know what to do.” Hufford started looking at the possibility of becoming a general counsel, and to do that, she’d need to get out of her comfort zone.

This led her to take on her first nonlitigation role at ITT as deputy general counsel, where she was later asked to project manage the legal aspects of a double spin-off. “I had never even done major corporate transactions,” Hufford recalls. Then she was asked to stay with the remaining company and take on more new responsibilities—none of which she had done before.

“It was intimidating to need to learn so many new areas simultaneously,” she remembers. “However, I knew that if I could master this role, it would be a perfect way to ready myself for a future general counsel position.” Instead of being overwhelmed by the enormity of

tasks before her, Hufford learned to break projects down into manageable pieces.

By the time Hufford left ITT years later, she had a newfound confidence. “No legal task would scare me again, even if I hadn’t done it before, because I got comfortable with the idea of learning new things,” she says.

In fact, Hufford has made learning an integral part of her career path, deliberately taking jobs in new industries, including financial services, healthcare, manufacturing, and retail. As senior vice president, general counsel, and corporate secretary at Chico’s FAS, she continues to find fun in exploring new areas and skill sets. By taking online courses, regularly attending seminars, volunteering to speak on panels, and serving on boards for nonprofit and start-up organizations, Hufford has prioritized staying up to date on emerging legal issues, trends, and technology.

In addition, Hufford has made an effort to maintain her Spanish language skills. Even with her busy schedule, she commits fifteen minutes at the end of each day to practice and has achieved the top league on Duolingo. “Taking little learning steps every day creates a means where you can make long-

term progress in reaching your goal,” she says.

Her systematic approach to learning doesn’t end with herself. In her current role at Chico’s, Hufford is creating development plans for each legal team member to learn a new skill or area in 2022. Not only are team members given timelines to ensure their unique learning goals are measured and achieved, but Hufford ensures that they are partnered and mentored by someone with experience in the area they want to learn.

The attorney believes that investing in her team’s learning goals is good for them and for her. “As a leader, the better prepared the people who work for me are to fill broader and more significant roles, the more effective I can be by being able to focus on the bigger strategic priorities,” she says.

To get closer to her own goal of being a board member for a publicly owned company, Hufford has attended numerous board education seminars held by Extraordinary Women on Boards, a female board community based in the New York area. She also coled the general counsel steering committee at the Fourth Floor, an organization that strives to get more women on boards and

“while change can be stressful, it’s also a new opportunity. if you’re not embracing and learning from it, you’re moving backward.”

connect female entrepreneurs with aspiring board members.

“I’ve seen firsthand the importance of being well-prepared for board meetings and building strong collaborative relationships,” Hufford says. “Having leveraged all my experience and learnings from those settings, I feel well-prepared.”

That confidence to handle whatever comes her way is something Hufford attributes to her passion for learning, which she considers essential to being an attorney. “The law is in a constant state of change at all levels,” she explains. “To advise your client of emerging issues and trends that could impact their business, you need to be aware.”

In this fast-moving world, Hufford firmly believes that it’s important for everyone to be a lifelong learner. “The only thing you can be sure of is that things are going to change—it’s a critical part of life. While change can be stressful, it’s also a new opportunity,” she says. “If you’re not embracing and learning from it, you’re moving backward.”

For those wanting to learn new skills, Hufford says that the first step is identifying your motivation. “Once you know why you want to learn something, you can use that reason to make it a personal priority,” she says. After that, it all comes down to discipline. “It’s called time-blocking; you need to set aside sacred learning time in your schedule and not allow it to get double-booked.”

UP TO THE CHALLENGE

How an unlikely path led Micah Rubbo to becoming an in-house counsel at Twitter

By Brittany Farb Gruber

Micah Rubbo wasn’t groomed to be an attorney. In fact, the Colorado native is the first in her family to become a lawyer. Rubbo’s father worked in the airline industry and her mom was a wedding photographer and teacher. However, Rubbo’s mother, who had been witnessing her daughter passionately argue for her way since she was just eight years old, says she knew the law was in her daughter’s future.

On September 11, 2001, a date etched into the memories of most Americans, Rubbo moved to California to start her unlikely path to law school. “I was eighteen, with no real plan,” she says, laughing. “My grandfather had a boat and one day asked, ‘Why don’t you live on a sailboat while you go to college?’ So that’s what I did, which was totally bananas but also a lot of fun. I was just trying to figure out who I was and what I wanted to do.”

She found that path in San Francisco. After working in restaurants to support herself through college, Rubbo decided she wanted to pursue her JD. She ultimately fell in love with courtroom advocacy while participating in mock trial competitions. The experience inspired her to apply to the honors program at the US Department of Justice (DOJ), where she would spend the first decade of her career.

Rubbo credits her public sector tenure with shaping the litigator she is today as well as providing her with a unique perspective as a former government regulator. While at the DOJ, Rubbo litigated seven trials in a variety of industries, including trials related to LCD panels, real estate foreclosures, and the packaged seafood industry. “I had one of the best jobs in the world,” she says. “I loved courtroom advocacy and had the opportunity to work alongside so many brilliant trial lawyers.”

But after nearly ten years at the DOJ, Rubbo wanted to challenge herself to try

Micah Rubbo Associate Director of Litigation, Regulatory & Competition Twitter

Nichole Fredriksen, Fredriksen Photography

Legal Excellence. Dedication to Clients.

something new. When given the opportunity to take her love of litigation and competition law in-house, she jumped at it.

Today, as Twitter’s legal associate director of litigation, regulatory, and competition, Rubbo never sees two days go exactly the same. “You start your day thinking you will do one thing, but then something else entirely lands on your plate,” she explains. “It can be challenging, but that’s also why I enjoy it.”

Rubbo’s team handles the company’s US content litigation, among other things. This work often requires grappling with complex issues related to free speech law. This work is often extremely topical, she says, and can involve nuanced issues.

She also heads up Twitter’s legal competition work and says it’s a very interesting time to be working on antitrust issues. “There is so much global debate about how the antitrust laws should apply in the digital economy,” Rubbo explains. “Being front row to that discussion is fascinating.”

Rubbo, who expanded her family while at the DOJ (where paid family leave was not offered), is also passionate about being an advocate for working mothers. She says lawyers are often faced with making tough choices between their career and family and often just have to find a way to juggle both. Not wanting to miss out on trial opportunities, Rubbo recalls bringing her newborn daughter into trial prep and pretrial hearings and having to ask in open court for longer trial breaks so that she could nurse.

When asked about her advice for young female lawyers, Rubbo says she advises against self-deselecting. “Apply to the job you don’t know whether you’re qualified for,” she says. “Take on the project you’re not sure you can handle. Ask to argue a motion. Don’t wait for those things to come to you. If it feels uncomfortable, you’re probably doing something right.”

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She says finding a good mentor can also be key. “Seek them out,” she advises. “Find someone who you admire, and who you think will challenge you, and ask them to mentor you.” In fact, Rubbo credits her own mentors with helping her fight imposter syndrome. “There are a lot of reasons why you may think that you don’t belong or that you can’t do it. You can.”

Providing legal representation across a comprehensive range of practice areas that are critical to the success of our clients.

WilmerHale salutes

Micah Rubbo as an outstanding attorney.

Micah is a true professional, and we greatly enjoy and value working with her.

Former General Counsel M’Lou Bahlinger looks back on a quarter century with Boston Market and shares advice for those seeking a long and fulfilling career

By Zach Baliva

M’Lou Bahlinger knew right away that she wanted to go in-house. All it took was a short stint as a paralegal between college and law school to help her realize firm life wasn’t for her. Instead of focusing on disputes and billable hours, she wanted to be part of a team to help guide a company through the ups and downs of business—and she’s had that chance over the past twenty-six years at Boston Market.

Both the law and long-tenured employment are in Bahlinger’s genes. Her great uncle, Paul M. Hebert, was an attorney and judge who served as Louisiana State University’s dean

from 1937 to 1977. In 1947, Hebert received an appointment as a judge for post–World War II Tribunals in Nuremberg, where he presided over the IG Farben trial and dissented against the acquittal of German chemical firm employees accused of war crimes. Today, Louisiana State University’s law school is known as the Paul M. Hebert Law Center.

Although observing and interacting with Hebert influenced Bahlinger, she opted to study at Tulane University Law School. She started working in a savings and loan association until the Financial Institutions Reform, Recovery, and Enforcement Act changed the

industry almost overnight. Then, Bahlinger moved to the Resolution Trust Corporation (RTC), a government entity established to liquidate insolvent savings and loan assets.

By 1995, when the Savings Association Insurance Fund took over RTC’s operations, Bahlinger had moved to Denver. She found an open position at a growing carryout chicken and fast-food franchise that had just relocated to Colorado from the Chicago area.

The company, then known as Boston Chicken, was in the midst of a nationwide expansion. “It was an exciting time at a company with a unique way of doing franchises and that presented a lot of opportunities for a young in-house lawyer to get involved and really learn a lot,” Bahlinger explains. With hundreds of stores and millions of dollars in annual sales, the company started expanding its menu beyond its signature chicken dishes, and Boston Chicken became Boston Market.

Over the next two years, General Counsel Don Bingle led a large department responsible for everything from trademark filings to franchise disclosures to real estate issues to litigation matters. Bingle mentored Bahlinger and many other young attorneys in the large and active legal department, and she was able to gain experience in copyrights, intellectual property, marketing, employment law, and human resources.

Boston Market has weathered many highs and lows over its history, and Bahlinger has grown and evolved alongside the company. In 1998, when Boston Market acquired existing companies to form the Einstein and Noah Bagel Corporation, she became focused more on employment law. Unfortunately, Boston Chicken’s business model

M’Lou Bahlinger

Former VP and Associate General Counsel Boston Market

“ i was able to thrive in one organization because i always kept learning. that strategy will open many doors and lead to a long and fulfilling career.”

Matt Bixler

proved unsustainable, and leaders filed for a Chapter 11 Bankruptcy. Bahlinger’s broad skills helped her weather the uncertain era.

“It’s essential for corporate lawyers to be business minded and add value,” she says. “The closer you can get to supporting the core business, the better chance you have of being retained when hard times come.”

McDonald’s bought Boston Market out of bankruptcy for $173 million in 2000 and led the company to a rebound before its sale to Sun Capital Partners seven years later. Changes in ownership brought different leaders, granting Bahlinger the opportunity to learn new styles and approaches. She mastered legal skills associated with contracts, technology, point of sale systems, data, and privacy. In 2020, Boston Market was sold to the Rohan Group.

After more than a quarter century, Bahlinger recently decided to leave the company to have more free time and focus on things outside of the organization and outside of the law. She encourages law students and aspiring corporate attorneys to develop broad expertise and stay hungry for knowledge.

“I was able to thrive in one organization because I always kept learning,” she says. “That strategy will open many doors and lead to a long and fulfilling career.”

PLANNED TO

Karen Sullivan believes in targets and ambitions. Bank of the West’s vice president and senior counsel shares how putting her goals to paper helps her put them into practice.

By Zach Baliva

PERFECTION

If it’s an early January morning, you’re likely to find Karen Sullivan in her kitchen in front of a hot cup of tea and an open journal. In the month’s early days, she’ll divide one page in the book into two columns—the left for personal goals and the right for her professional ambitions.

Sullivan knows there’s profound wisdom in a phrase often misattributed to Abraham Lincoln but traced back to physicist Alan Gabor: “The best way to predict the future is to create it.” That’s why she sets aside time to put pen to paper and then review the list each quarter. The ritual helps ground and guide her.

The habit started in 1997 when Sullivan took an interpersonal growth course as an employment lawyer at Dell Computer Corporation, and it has continued to guide her throughout a winding path to the top of her field. In the past quarter century, she’s worked at large firms; counseled start-ups; and advised leading hardware, software, engineering, and technology companies as well as healthcare and finance corporations on domestic and international employment matters. Today, Sullivan is a vice president and senior counsel in the legal department supporting human resources at Bank of the West, BNP Paribas.

Working as the only employment law counsel for an organization with more than six hundred branches and over ten thousand

employees is a big task, and Sullivan admits that she had to complete some on-the-job learning. It’s something she’s been doing from the very start of her career. “I’ve always been willing to pick up new skills and seize opportunities that come along, and I’ve benefited from mentors who have believed in and supported me,” she says.

Sullivan, an outspoken defender of children’s rights, started her career in a firm where a partner encouraged her to apply her passion for people and problem-solving to employment law. Soon, she was crafting policies, working on handbooks, and conducting research for lawsuits.

When a family move took her to Texas, Sullivan went in-house by taking a job at Dell. While still a very junior attorney, her leaders worked with her to create year-over-year plans that would help her learn all aspects about the organization and its operations, people, culture, and risk profile, while also developing her knowledge of employment law and core skills as an in-house attorney. Each year, Sullivan sat down and developed a plan regarding how she would continue to learn, grow, and develop.

The practice continued through stops at Wilson Sonsini Goodrich & Rosati, Sun Microsystems, Symantec Corporation, and McKesson. Sullivan joined Bank of the West in 2016. In her first quarter, she focused on

“i’ve always been willing to pick up new skills and seize opportunities that come along, and i’ve benefited from mentors who have believed in and supported me.”

learning the finance industry and the bank’s culture. Since she stepped into her role in a downturn, Sullivan also had to navigate reductions in force, offshoring, and geographic relocation of certain business functions.

After many steady years, more change is on the horizon. In late 2021, BMO Harris Bank announced its intentions to acquire Bank of the West for $16.3 billion. Sullivan is leveraging her knowledge and experience, and the relationships she’s built over the past six years to help executives determine how she and the HR teams can support and facilitate the process while helping meet other business objectives along the way. Whether the merger wins regulatory approval or not, Sullivan expects to be busy managing litigation, implementing global HR policies and practices, and expanding important initiatives related to environmental, social, and governance and diversity, equity, and inclusion.

As these endeavors move forward, Sullivan is guiding human resource professionals and champions young attorneys who are where she once was. Her advice for those and anyone considering a law degree is simple. “Do what you do on purpose,” she says. “Write down what you’re doing. Recognize it. Keep learning and know that it’s OK to pivot in a different direction as long as you know the reasons behind your move.”

Sullivan continues to practice what she preaches. Last January, she sat in her kitchen like she always does with her teacup and her notebook on the table in front of her. At first, the page was blank. But that’s how it’s supposed to be. An empty page represents an entire year full of opportunities to be found.

“ do what you do on purpose. write down what you’re doing. recognize it. keep learning and know that it’s ok to pivot in a different direction as long as you know the reasons behind your move.”

We are proud to partner with

Karen Sullivan

Vice President and Senior Counsel Bank of the West

Ogletree Deakins is one of the largest labor and employment law firms representing management in all types of employment-related legal matters.

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

“Every Action Matters”

Trea Southerland leads proactive compliance initiatives for FedEx Express

By Joseph Kay

WHEN FEDEX EXPRESS TASKED HIM WITH HELPING to strengthen an effective and meaningful corporate compliance program, Thomas W. “Trea” Southerland III looked to a lesson learned during his football days at the University of Mississippi: life mimics sport. Every player on the field has a valuable role to play, and they need to play their roles well for the team to be successful. You cannot have eleven quarterbacks in the game at the same time. Nor would eleven left tackles on the line of scrimmage do you much good. The best and most successful teams have diversities of skill and talent—and leaders who know how to put that diversity to work through encouragement.

Southerland had already served FedEx Express successfully as a lead in-house litigator for over a decade. That role took him across the country, where he was admitted to forty-three separate jurisdictions while defending domestic and international claims and lawsuits against the company. But that role was inherently reactive. Now, however, as lead counsel for legal compliance and investigations, he works

Lead

Counsel, Legal Compliance and Investigations

Thomas W. “Trea” Southerland III

proactively to design workforce education and training programs. His role now is to get ahead of issues before they become problems.

“My first ten years as an in-house litigator were instrumental in preparing me for my current role,” he says. “I got to know the company’s internal and external operations firsthand, which now helps with issue spotting for operational pitfalls and stakeholder identification for compliance initiative implementations.”

One of those key initiatives is Express US Compliance Week, an annual effort focused on building awareness and enthusiasm for ethical behavior and conscientious decisionmaking. Each year, FedEx Express centers on one key theme from FedEx's Code of Conduct, like “Every Action Matters.” Throughout the week, workplace events and company-wide communications raise awareness, provide guidance, and highlight outstanding individual and team contributions. The first such event, though, surprised Southerland and his Compliance Week planning team a bit by resetting their outreach goals.

“As part of our first Compliance Week, we went to great lengths to create awareness and educational content that was not only informative but also memorable. We wanted it to stick. We were also focused on celebrating the FedEx Express brand and supporting our

Purple Promise to make every FedEx experience outstanding. And while we were successful in those areas, we still missed an important mark,” he says. “One of the challenges in the compliance arena is effectively reaching everyone from the frontline warriors getting it done every day to the chief executive officer with an entire operating company on his or her mind. What might be effective for one might not be effective for the other. During that first Compliance Week, we learned a valuable lesson about better connecting with everyone—at every level—in our organization. It was a great lesson to learn early, and one that has helped us immensely in subsequent efforts.”

Now that the compliance team has established a firm, company-wide foundation, they've been able to build on it. Indeed, the years ahead will see FedEx Express Compliance Weeks going global, purposefully uniting all operating regions across the globe. Southerland and his teammates are also examining their impact across the employee life cycle. By providing compliance education and training to fellow team members at every promotional phase, they're preparing the more than 125,000 workforce members for successful, fulfilling careers. Developing and effectively delivering this helpful information to so many can pose significant challenges, but Southerland considers the work indis-

pensable to FedEx Express’s brand and future success.

“From day one, we want our team members to understand and appreciate the reality that every action matters,” he says. “We want them to have successful and meaningful careers, so providing education and training that helps them do their jobs the right way—every time—is key.”

A culture of conscientiousness has also been critical during the COVID-19 era, as commerce and workplace guidelines have varied from state to state and even week to week. One Compliance Week tradition is recognizing Compliance Champions for their day-to-day commitments to integrity and compliance. For example, this past year, FedEx Express recognized a flight operations COVID-19 task force that helped ensure flight crews across the country had a full understanding of how to operate legally and effectively.

“We love highlighting those moments and instrumental efforts,” he says. “When you see an individual or team faced with a significant challenge, but they’ve been trained and understand the vital importance of doing the right thing—and they do the right thing in the face of that challenge— we like to recognize it. Indeed, it encourages others to emulate that compliant conduct.”

When Southerland was an academic All-SEC safety at Ole Miss, it was the

“When you see an individual or team faced with a significant challenge, but they’ve been trained and understand the vital importance of doing the right thing . . . we like to recognize that.”

time of the “old-school intimidator” coaching style, when many relied on volume and aggression to motivate their players.

“That might have motivated some individuals, but not for very long,” Southerland recalls. “Eventually, the intimidation would backfire and lead to folks leaving or giving minimal effort at best. When I subsequently encountered coaches with a more modern, encouraging approach and I saw their players responding with greater effort more often, I knew that was the type of leader I wanted to be.”

Southerland considers himself blessed to have had excellent teachers and legal mentors throughout his career. Bob Weems, Marc Biggers, Tommie Williams, Leta Gorman, and Craig Thompson are but a few. One way he pays that forward is through his work with the International Association of Defense Counsel, a distinguished membership of corporate and insurance defense attorneys and insurance executives across the globe. The IADC is dedicated to improving the legal profession and preserving the rule of law. An eleven-year member, Southerland also serves on the IADC’s board of directors.

“The IADC has given me amazing leadership opportunities outside of my day-today role with FedEx Express,” he says. “And many of the leadership lessons I've learned from my roles within the IADC are incorporated into my current leadership role at the company.”

Encouragement, authenticity, and dedication define Southerland's current role as lead compliance counsel, and he sees the compliance space as a perfect opportunity to contribute to FedEx Express's people-first culture. “Be yourself, and be the best you that you can be,” he says. “People appreciate authenticity and knowing you are dedicated to their success too.”

Helping evaluate potential areas of vulnerability, execute risk management strategy, and prepare each case as trial lawyers.

We congratulate our friend, Trea Southerland, on his stellar contributions to the legal profession.

Embrace the Unknown

By Zach Baliva

RAINEY REPINS EARNED A DEGREE IN foreign languages and planned a career in secondary education. Then, she took a year to teach English to adults in Spain. When she returned to the United States, her friends and family expected her to go to law school—so that’s what she did. Today, Repins is a vice president and deputy general counsel.

Three factors collided to alter Repins’s course. First, she landed a part-time job in a small law firm to help pay for college. She loved it. Second, she spent the last year of college student teaching in a high school. She did not love it. Third, she casually mentioned to her dad that she might eventually consider becoming an attorney one day. He told everyone who would listen that she was going to be a lawyer.

The year she spent teaching overseas helped Repins evaluate her passions, her opportunities, and her goals. When she returned, she enrolled at the University of Connecticut School of Law. As Repins made the transition from language teacher to law student, she discovered that studying foreign languages had prepared her for the rigorous analysis of

How a passion for foreign languages and a background in teaching help Rainey Repins establish a long and successful corporate career at Amway

Rainey Repins VP and Deputy General Counsel Amway

language that is part of a legal career. Her background in teaching equipped her to describe risk and explain complex legal concepts. The epiphanies drew her to corporate law. “I knew that working inside an international business would unite all of my interests and give me a career path I could get really excited about,” she explains.

Repins, who speaks Spanish and can read French, Portuguese, and some Italian, did not totally abandon her passion for languages when she left the classroom. In fact, she has turned her linguistic skills into an asset in the workplace. She started her career at United Technologies. When the company, which had over twenty facilities in Mexico, needed someone to work out complex issues related to “maquiladora” status, Repins stepped in. She was then recruited to help a Canadian liquor company expand into South America.

Amway originally tapped Repins for a similar purpose. She joined as chief counsel for Central and South America in 1997 and has spent the last twenty-five years building her expertise and leading projects in various practice areas and jurisdictions. She took on responsibility for Europe, left the company to parent triplets, worked part-time as a consultant, and then came back to the organization as a trademark specialist. She managed M&A deals when Amway started pursuing inorganic growth, and later provided general counsel to acquired companies lacking a legal lead.

After two decades of professional development, Repins took a key step in 2018 when Amway asked her to build a global compliance and privacy function

and implement related processes throughout its worldwide operations.

Repins initially leaned on her training as a teacher as she met with leaders to explain the critical nature of a comprehensive compliance and privacy program. “It’s important for leaders to speak with a unified voice to set the right tone with employees so everyone understands that compliance and privacy matter,” she says. Then, she worked with her teams to create effective policies, build a document repository, and establish systems to push new endeavors forward. Repins and her teams have used similar steps to formalize overall legal operations and introduce new technologies to increase efficiencies.

In 2020, Repins accepted a new position as vice president and deputy general counsel and once again took on responsibility for legal operations in Latin America and Europe. At this stage in her career, the legal leader is focused on executing strategies and building effective succession plans. She does that by mentoring youngerin-career employees, matching emerging legal leaders with professional opportunities, and facilitating face time for legal managers with higherlevel executives.

Repins says building a deep bench is one way she can contribute to a company that’s shown her loyalty over a quarter century. Amway has also helped Repins give back to causes that are close to her family. One of her triplets lives with cerebral palsy, and Amway’s encouragement of community service (as well as a corporate course on board membership) prepared Repins for a term on Easter Seals’ board of directors.

As Repins looks back on her career, she’s proud of what she has built at Amway and grateful to have found work that unites her passion for languages, her interest in teaching, and her talent for business risk management. She advises those just starting out to take a page from her playbook and say yes to unexpected opportunities. “My career turned out like it did because I embraced the unknown and did some things that scared me at first,” she says. “And I’m glad I did.”

Congratulations on this prestigious recognition from Modern Counsel and your achievements with Amway.

By providing discerning and proactive legal advice, Warner forges better partnerships with clients.

Rainey Repins

A New Chapter Begins

Lindsay Blackwood takes on the GC mantle at the Brink’s Company to help drive the business forward

By Billy Yost

IT TOOK SOME TIME FOR MODERN

Counsel to connect with Lindsay Blackwood. Along with the litany of inevitable factors that often delay interviews, Blackwood had big news. In November 2021, she was announced as the new executive vice president and general counsel at the Brink’s Company, a company she’s called home for the past nine years.

“Since joining Brink’s, Lindsay has provided sound guidance to the Brink’s executive leadership team, as well as our board of directors and its committees, on corporate governance matters, executive compensation, financing, disclosures, and compliance with US federal securities regulations,” presi-

dent and CEO Doug Pertz said in the announcement. “She is also playing the lead role in developing the legal and regulatory strategy surrounding the introduction of our tech-enabled cash management solutions.”

It’s an exciting time for a lawyer who once put her career on hold, thinking she might instead prefer to teach fourth grade. Blackwood’s journey is one of a lawyer who took time to figure out exactly what motivated her in her practice, and one who hasn’t shied away from branching out into new areas almost twenty years into her legal career.

Blackwood’s path has been influenced by female legal leaders who have

clearly made an impact on the lawyer’s own leadership. The new GC earned her role, but she’s careful to note each and every person who has helped her get to where she is.

The lawyer’s curiosity and drive dates back to her experiences at the all-girls Madeira School in McLean,

Virginia, where civic participation was a priority. From sophomore to senior year, Blackwood spent every Wednesday working for the community.

“My sophomore year, you either worked at a day care or preschool setting or in a hospital or elderly home,” Blackwood remembers. “As a junior, I

had a Capitol Hill internship where I worked for a representative from Ohio, and I also worked at the Smithsonian Natural History Museum. It was such an important experience because it’s where I learned to prioritize work and school life, and I think it made me ready to work in different environments from a pretty early age.”

That variety of work would continue into Blackwood’s legal career. Early in-house experiences offered her the chance to work on everything from data privacy initiatives and record retention to a congressional inquiry and M&A work.

“None of these was my area of expertise, but I was fortunate to be given opportunities at a young age by leaders whose foresight has really helped me navigate the last ten years of my career,” Blackwood says. “That early work has helped me understand how everyone has a piece of the puzzle and that every stakeholder needs to be appreciated.”

That willingness to tackle new areas hasn’t gone away. Over the last two years, Blackwood, who built out the bulk of her career in the corporate and securities environment, has been able to work on massive strategic projects that shored up her credentials as a commercial lawyer.

“Who gets to change their trajectory eighteen years into their legal career?” Blackwood asks, laughing. “It’s not so much changing practice areas as really getting a chance to dive into a different practice and develop another technical set of legal skills.”

While it can be difficult for women to find female role models in the legal sector, Blackwood says she’s been the beneficiary of incredible women who have molded her own leadership.

Lindsay Blackwood

EVP and General Counsel

The Brink's Company

There’s the general counsel who, early in Blackwood's career, taught her the importance of not just the content but the presentation of that content. “She taught me about attention to detail and how to strive for perfection while still being so generous with leadership opportunities,” Blackwood remembers.

There was another GC who seemed willing to jump into any issue, whether she was an expert or not, and lend a hand. Blackwood learned the art of providing sound judgment even in uncertain waters. “She also taught me the importance of delegating,” Blackwood says. “She always told me whenever something comes across your desk, you should ask yourself if there is anyone else who is in a better position to handle this particular item. That’s hard for type A people to do.”

And then there’s former Brink’s GC Dana O’Brien, who Blackwood says has probably been the biggest influence on her, despite the fact that Blackwood worked with her for the shortest period of time. “She’s just an incredible, incredible leader whose approach I want to emulate,” Blackwood explains. “Her organization, her approach to balance, and her openness—I can’t say enough about how much she taught me.”

Looking ahead in her own GC duties, Blackwood says that she’ll continue to seek out ways to optimize the legal function, an important and prescient topic. There’s also a company-wide digital strategy as well as a cash management transformation, which together make it an incredible time to be the legal leader at the Brink’s Company.

“I’m mostly just looking forward to being shoulderto-shoulder with the business and driving this new chapter of a 160-year-old company,” Blackwood says. “I can’t wait to see what we’re able to do.”

“[My early work opportunities] helped me understand how everyone has a piece of the puzzle and that every stakeholder needs to be appreciated.”

Law around the world. nortonrosefulbright.com

Norton Rose Fulbright joins Modern Counsel in recognizing Lindsay Blackwood for her exceptional contribution to Brink’s.

A Refreshed Approach

Coca-Cola’s Executive Counsel and Chief of Staff

Derek Gilliam embeds his department in all parts of the organization to take the iconic company into the future

By Zach Baliva

Derek Gilliam Executive Counsel and Chief of Staff, Office of the General Counsel The Coca-Cola Company

MAYA ANGELOU SAID THAT ALTHOUGH people will forget our words and actions, they will never forget how we made them feel. It’s a lesson labor and employment lawyer Derek Gilliam carries with him in his work as executive counsel and chief of staff in the office of the general counsel at CocaCola. For Gilliam, it’s an especially memorable bit of wisdom—one that he learned directly from Angelou herself.

Angelou made those around her feel valued, special, welcomed, and included. At least, that’s how Gilliam felt when she invited her Wake Forest World Poetry class into her home. “She was remarkably approachable for such a revered and influential person,” he recalls. “She was very interested in each of her students and our own personal experience.”

Gilliam and his fellow students took turns reciting poems in Angelou’s lush courtyard. Then, they regrouped inside her home, where the celebrated author served chicken

Jacqueline Hicks

salad sandwiches and sweet tea as they talked about their hopes and dreams.

For Gilliam, the experience underscored the importance of respect, empathy, and connection—values he already had cultivated by volunteering on Indian reservations in an alternative spring break program. During those weeks, Gilliam not only prepared meals and repaired homes but also talked to elders and tribal councils about the challenges their communities face. Some of those individuals later came to visit the Wake Forest campus.

These events helped Gilliam understand the power in connection and motivated him to consider the link between people and corporations as he enrolled in law school and selected a practice area. “Labor and employment is about understanding the stories of people and helping companies shape human processes that are fair as they strive to create really great places to work. It requires empathy and the ability to really listen,” he explains.

Gilliam graduated from the University of Wisconsin School of Law in 2008 and started in labor and employment at Quarles & Brady. There, he represented public and private employers on all matters while taking depositions and supervising outside partners. When internal mentors noticed Gilliam’s competence, they let him cross-examine witnesses under the watchful eye of supportive senior partners. Soon after, the young lawyer was trying his own cases. He also seized the opportunity to volunteer on the boards of organizations

like the Ronald McDonald House and the Milwaukee Symphony Orchestra. “A good lawyer should be active in the community, support causes that matter, and make time to offer pro bono expertise,” Gilliam says.

After two years with another firm, Gilliam was ready to go in-house and joined Coca-Cola to oversee employment practice liability claims and advise HR professionals. He spent eight years in different roles, and as Gilliam visited plants, met with employees, interviewed managers, and moved through the legal department of one of the world’s largest beverage companies, he noticed something changing in his approach. “I started to view myself as a businessperson who happens to have a law degree,” he explains. A deep understanding of overall strategy made his legal advice sharper and more valuable.

Now, as executive counsel and chief of staff in the office of the general counsel, Gilliam has more exposure to the business as he assists in strategic planning and project management to determine how the department delivers legal services to Coca-Cola’s businesses.

Gilliam helps top legal leaders chart a course forward as social unrest, political instability, and a global pandemic cause companies to move faster and do more. “Legal departments, especially those at large multinationals, simply have to evolve,” he says. “We have to create the legal department of the future.”

At Coca-Cola, that means hiring, training, and developing highly

“Legal departments, especially those at large multinationals, simply have to evolve. We have to create the legal department of the future.”

motivated people and repositioning the department as a true business partner that provides input from the outset of each project or initiative. To accomplish this task, Gilliam is leaning on the lessons he learned from Angelou and his other mentors. “People will be at the center of our success, and effective communication is key,” he says.

Emphasizing people and connection in a company with ninety thousand employees worldwide is no easy task. Gilliam is exploring the use of apps and other tech tools to help people communicate, looking for every opportunity to shatter silos and promote collaboration. He’s leveraging the power of data, automating manual processes, and taking low-value work away from employees who need to focus their time on critical tasks.

After more than 135 years in business, Coca-Cola offers two hundred brands in two hundred countries worldwide. The company prioritizes sustainability goals, giving back to its communities, and creating employment opportunities all over the world. With legal more involved in every area, Gilliam is confident the iconic American company will navigate an array of challenges and continue its long history of innovation.

Keeping AARP Vibrant

Audrey Jean helps AARP evolve to better educate and protect older Americans

By Billy Yost

THERE’S A THROUGH LINE THAT RUNS visibly throughout Audrey Jean’s career, which includes stints at Discovery Inc. and Bloomberg BNA: Jean, who currently serves as senior vice president, privacy officer, and senior associate general counsel at AARP, has always sought to work for organizations whose mission is to educate, inform, and improve the lives of others.

At Discovery, a brand that is almost synonymous with learning, Jean was able to help bring fantastic educational and curiosity-based content to the company’s audience. At Bloomberg, Jean helped the organization bring reliable and trusted legal and business information to discerning professionals. And now, at AARP, Jean is helping to bring information and trusted advice to those in their golden years—and is also helping redefine the capabilities of an organization whose product and delivery is anything but aging.

Jean has been with AARP since March 2019 and says there was a big selling point in coming to the well-

known institution. “I was drawn to AARP’s strong sense of mission and ethical values,” Jean says, “which are such a point of pride that AARP has been recognized by Ethisphere’s Most Ethical Companies award for several years in a row. It is a daily encouragement to work for an organization with this much purpose.”

The attorney says serving as inhouse counsel is akin to functioning in the nerve center of an organization: she acts as part of the infrastructure of the business and has the chance to counsel on a wide range of issues, whether they be internal, employee-based, or external. Jean’s knowledge of how large companies work has been illuminating for AARP and has helped her find new efficiencies and drive innovation for the large and storied institution.

While her responsibilities run the gamut, Jean has been particularly impactful in the growing privacy space. “Technology and the digital use of data has grown so quickly, privacy

Audrey Jean SVP, Privacy Officer, and Senior Associate General Counsel AARP

“AARP recognized the need for someone who has practiced in the privacy space along with other areas of law, understanding that it’s become impossible to isolate data privacy from all the activities the enterprise is involved in.”

A Wish Come True

Audrey Jean’s mission of service runs deep, and she’s proud of how different areas of legal work can serve older Americans in interesting ways. Thanks to her strategic transaction advice, AARP was able to bring onboard new charitable affiliates such as Wish of a Lifetime, which grants wishes to seniors. And because of her tech corporate counsel, AARP’s Innovation Labs has developed or invested in cutting-edge products and technologies for older consumers.

A culmination of these various efforts came when AARP’s Innovation Labs and the Wish of a Lifetime organization partnered to grant a special wish. Through the magic of virtual reality, they were able to grant a travel wish to the Grand Canyon for an applicant who was unable to travel due to COVID-19 restrictions.

“We were able to deliver the applicant a VR headset and virtual travel experience and fulfill a longheld wish even in such trying circumstances,” Jean says. “Those are two different parts of my job that were able to come together and do something special for someone.”

has just become a bigger and bigger part of my work,” Jean says. “AARP recognized the need for someone who has practiced in the privacy space along with other areas of law, understanding that it’s become impossible to isolate data privacy from all the activities the enterprise is involved in. What I appreciate so much about privacy is that you’re doing technical, challenging, and interesting work, but fundamentally, you’re helping protect people.”

Those efforts have increased drastically with the COVID-19 pandemic, which has seen AARP move its operations and events to a virtual environment. According to Jean, that meant a corresponding pivot for AARP’s social mission work: there was a huge shift from traditional live events, with people showing up at a park or public library, to virtual registration and Zoom events.

That shift to a virtual setting, Jean notes, has meant that users transmit and leave personal data and digital fingerprints everywhere. AARP is conscious about looking out for members of its community and protecting their data privacy, especially for nonnative digital users, many of whom are learning technology as they go.

Jean has also made it an issue to look out for women and people of color in a legal space that can still be quite noticeably monochromatic.

“I’ve seen it change a lot just during the course of my career. At the time I joined the profession, there was still a generation of leaders [at the] law firm partnership [level] who went to college before it was co-ed or terribly diverse,” she says with a laugh.

Jean continues, "The culture and opportunities for junior women and attorneys of color reflected that. It seems that in many in-house legal departments, those hierarchies aren’t

as rigid, especially with progress over time. The companies I’ve worked for are relatively diverse at all levels, and as a result I think the environment has been quite collaborative and equitable.”

Jean serves on the board of directors of the National Asian Pacific American Women’s Forum, the board of directors for the Association of Corporate Counsel—National Capital region, and has previously served on the women’s mentorship committee for the National Asian Pacific American Bar Association.

“I try my best to go out of my way to be an informal or formal mentor for women and attorneys of color, especially as it is a group of people that seems to have the least access to mentors in the field,” Jean says. “I try to keep my eye out for opportunities to continue supporting that pipeline.”

ArentFox Schiff is proud to work with the AARP legal team and congratulates Audrey Jean for this well-deserved recognition of her work and principled leadership.

Ernst & Young LLP:

“Audrey is an inspiring client and privacy leader who works tirelessly to transform the privacy program at AARP, while also recognizing the rapidly changing risk landscape. We are proud to be her partner on this journey.”

–Brian DePersiis, Principal

Smart In Your World

afslaw.com

Ernst & Young LLP congratulates Audrey Jean, Senior Vice President, Privacy Officer & Senior Associate General Counsel at AARP, on her continued success and recognition by Modern Counsel!

Audrey’s recognition is well-deserved, and we look forward to continuing to team with her on a variety of privacy and data protection matters.

The Women Behind Informatica

Suchitra Narayen, Bridget Logterman, and Maura Sharp share how they prepared Informatica for its 2021 IPO and how the landscape is changing for women and minorities in law and tech

By Zach Baliva

IN 2020, THE NATIONAL CENTER FOR Women and Information Technology reported that although women total 57 percent of the general workforce, they hold just 25 percent of the professional computing jobs. In the same year, just 7 percent of those in the computing workforce were Asian women, 3 percent were African-American women, and 2 percent were Hispanic women.

Despite the low numbers, recent years have shown an upward trend regarding roles for women in the male-dominated

fields of computing, technology, and data science. In fact, the numbers have been on the rise since 2018, when only 15 percent of data scientists were women. That figure was up to 18 percent in 2020.

While most women in the field are working in entry-level or junior management positions, many companies are understanding and embracing the need to move women into critical leadership roles. Suchitra Narayen, Bridget Logterman, and Maura Sharp are in impactful positions at Informatica, a data-driven software

Suchitra Narayen VP and Deputy General Counsel, North America Commercial Legal Informatica

development company with five thousand customers—including eighty-four Fortune 100 companies.

All three leaders came to Informatica from different industries, and they are leveraging their unique backgrounds to help the leading company work with large customers across various sectors.

Narayen is Informatica’s vice president and deputy general counsel of commercial legal in North America. Born in India, she started her career as an oil and gas lawyer and moved into tech litigation and intellectual property by taking jobs with companies like Acer, Sun Microsystems, and Oracle. “Suchitra is a rare combination of razor-sharp legal skills with an intuitive understanding of data, statistics, and technology,” notes Sirisha Gummaregula, chief operating officer at QuisLex.

Logterman—who is vice president and deputy general counsel of corporate, securities, and governance—joined in 2018 after leading companies through IPOs and complex transactions in both private practice and in-house positions. Sharp earned her degree in journalism, graduated from the University of Texas School of Law, and went to Hong Kong to manage international legal affairs for JCPenney. Now, she serves as Informatica’s vice president and deputy general counsel of employment and compliance.

With thousands of well-known clients, multiple leading-edge services, and over a billion dollars in annual revenue, Informatica is a sophisticated, evolving, complex, and fast-moving organization. Its proprietary software gathers and arranges massive amounts of data into organized sets that clients can harness to make informed business decisions. Narayen, Logterman, and Sharp have been working behind the scenes to build and monitor the legal policies and processes that protect Informatica as it hires new employees, builds strategic partnerships, and creates new lines of businesses.

In recent years, Informatica has focused on migrating data to the cloud. The move gives customers new opportunities to scale but also opens up more risk and security concerns. “Lawyers working in tech have to watch for emerging trends and move quickly as the company pivots,” Narayen says. “If you enjoy learning new ways of thinking and solving new problems, this can be a great industry.”

Informatica is active in thirty countries. The sheer size combined with changes in the industry, the COVID-19 pandemic, and other emerging trends have given each person in the legal department new opportunities to get involved in many areas as they handle litigation, complete mergers, and encounter issues related to sustainability, diversity and inclusion, security, and privacy. Each

“If you enjoy learning new ways of thinking and solving new problems, this can be a great industry.”

–Suchitra Narayen

Albert Lee (Logterman), Kathylina Acosta (Sharp)

Maura Sharp VP and Deputy General Counsel, Employment & Compliance Informatica

Bridget Logterman VP and Deputy General Counsel, Corporate, Securities & Governance Informatica

leader has also been working on one major project: Informatica’s initial public offering.

The preparation started in the first quarter of 2021 when the leaders formed teams and built a data room filled with charter documents, agreements, equity grants, and other information that the underwriters and auditors would need. They worked together to restructure top-level corporate entities, refinance debt, and establish public-company processes to get all workstreams running in harmony. “We wanted to be well prepared so we could pick an underwriter, flip the switch, and hit all of our aggressive deadlines,” Sharp says.

Although the legal teams had Informatica ready for the spotlight, launch day was not without incident. Storms delayed and diverted flights to New York as leaders gathered to finalize pricing on the eve of the IPO. Finally, on October 27, 2021, Narayen, Logterman, and Sharp stood on the floor of the New York Stock Exchange and watched their executive team ring the bell to signal the start of the trading day. Informatica had raised $840 million and is listed on the NYSE as INFA.

The company has been developing new products and working to maintain its momentum ever since, and its legal leads are educating their colleagues about insider trading, codes of conduct, anti-corruption, and other aspects of conducting business as a public entity.

“It can be hard to work in legal and tech fields as a woman, but we’re in a good cultural moment now as companies are truly pushing to make big strides in all areas of diversity.”

–Bridget Logterman

Narayen, Logterman, and Sharp are excited about what’s ahead—both for Informatica and for women in technology. “It can be hard to work in legal and tech fields as a woman, but we’re in a good cultural moment now as companies are truly pushing to make big strides in all areas of diversity,” Logterman says. “This is the first time in my career that I’ve seen real intentionality. Hiring women is a priority in our company and in the industry as a whole.”

Recognizing that retaining and promoting women and minorities is crucial, Informatica has a partnership with Coursera to empower and equip employees to learn the necessary skills to move into positions of leadership.

Stereotypes and discrimination still exist, but the women at Informatica say things are getting better. They still encourage female students to pursue their ambitions in legal and STEM fields. “You’ll still hear a lot of subtle and not-so-subtle messages about appropriate career choices for women,” Narayen advises. “Disregard them all and go after your dreams.”

Creating Connections

A strong team is the key to success, and Jennifer Shafer emphasizes relationships both inside Black & Veatch and across its Kansas City home

By Zachary Brown

JENNIFER SHAFER HAS STACKED UP many accomplishments during her eleven years at Black & Veatch, both in the company and in the greater legal profession. Since joining the Kansas City engineering and construction firm in 2011, she’s coordinated large projects, completed leadership programs, and served as a faculty member for the National Institute for Trial Advocacy’s advanced program. She became a corporate officer, took over a growing dispute resolution team, and now leads an important global insurance program.

While there have been key moments and critical projects in every era, Shafer, a litigator at heart, says the people she’s encountered along the way mean more than the wins and losses. “Cases come and go, and we can’t always control every single result, but it’s the people that really matter,” says Shafer, vice president and counsel for dispute reso -

lution and insurance. “Nobody accomplishes anything alone, and I’m most proud of the internal and external relationships that are part of every past and future success.”

It’s a lesson she learned early on in her own career. Shafer fell in love with litigation at Washington University School of Law in St. Louis. When it came time to look for an entry-level job, she longed to find a place where she could find a mentor and collaborate with others.

“Law school doesn’t teach you how to be a lawyer; law school teaches you how to think. I wanted to get hands-on experience and learn how to be a lawyer straight from other lawyers right away,” she explains.

The philosophy changed Shafer’s job search. Instead of applying to bigname firms like many of her classmates, she targeted smaller offices with niche practice areas. Soon, a match emerged

in Warden Grier, a boutique firm with four lead lawyers focused on personal injury, property loss, commercial litigation, and construction litigation.

Shafer picked Warden Grier for the chance to be involved in litigating cases. “Learning on the job was one of my big goals, and I was building relationships with great litigators who had broad experience in trials and arbitrations,” she says.

Those veteran lawyers weren’t just experienced—they were also deliberate. Shafer’s mentors created opportunities for her to do more than the typical writing and research assignments reserved for most law school graduates. She started assisting in trials, and before long, Shafer was handling her own small cases.

As the years passed, Shafer took on more complex cases and developed an interest in construction litigation. In 2008, Warden Grier partner Tim

Triplett left the firm to lead legal at Black & Veatch. Shafer was considering going in-house and called Triplett when his team had an opening in 2011.

Shafer, who feared getting lost in the transactional side of the business, hesitated at first to make the transition. But Triplett’s philosophy reassured her. Triplett believes skilled litigators should litigate and has structured his teams to keep people flourishing in their strengths. He hired Shafer to handle formal and informal complaints as a senior claims and litigation attorney.

Despite Triplett’s reassurance, Shafer needed some time to adjust. Leaving private practice after seven years meant less time on her feet and more time managing outside counsel. She was also adjusting to a new role at home—one as a first-time mother. The nature of her new company helped her discover new motivation.

Black & Veatch was founded in 1915 and is the largest engineering firm in the greater Kansas City area. With ten thousand people and 110 offices, the employee-owned company

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has a global footprint. Partnering with internal and external stakeholders to drive a company like Black & Veatch helped Shafer step into her new roles with confidence.

“Becoming a business partner requires firm lawyers to change in many ways,” she says. “But I love and value it the most about what I do. I miss private practice, but I’ve found a new purpose as an in-house attorney.”

In 2016, after five years with the company, Shafer became Black & Veatch’s director of dispute resolution. Since first leading the efforts on her own, she’s been able to grow the unit to include two other lawyers who work together and add value to project teams by helping parties avoid lawsuits and reach alternative agreements when billing problems, scheduling delays, or other problems arise. Most recently, Shafer was tapped to take on leadership of the global insurance program at Black & Veatch.

As Shafer stepped into her new role, Black & Veatch was starting to engage in an important transformation to reshape its entire organizational structure. The one-hundred-year-old company that was once divided into specific service groups repositioned itself to serve clients by leveraging its power to deploy holistic and collaborative teams that provide innovation solutions across various industries.

“Jenn is an extremely creative lawyer with spectacular judgment,” says Andrew Lankler, a senior litigation partner with Baker Botts, who regularly represents Black & Veatch. “She actually team builds with outside counsel, which is critical to generating positive

outcomes. Jenn shines in a truly excellent Black & Veatch legal team.”

For someone like Shafer who emphasizes relationships, it was a welcome development. “We’re adapting to meet client-focused business needs in a changing world,” she says, adding that operating in a new way will give her and her colleagues the chance to continue their own professional development.

In late 2021, the Civic Council of Greater Kansas City named Shafer to its “Kansas City Tomorrow” leadership class. As a class member, she will represent Black & Veatch and collaborate with her counterparts from nearly thirty local businesses, nonprofit organizations, and public offices to tackle the challenges and issues that face their community.

“As someone dedicated to taking on and resolving complex matters, I’m honored to be chosen for this special

opportunity to play an exciting role in addressing this region’s challenges and opportunities,” Shafer says. “Black & Veatch has been a staple of the Kansas City area, dedicated to adding value to the communities we serve here and around the world. This leadership class will help me extend that mission on a more personal level in this place I proudly call home.”

The Civic Council is just one of many ways Shafer gives back to her local community. She’s also a cabinet member of the United Way’s local Emerging Leaders Society and a board member and cochair at reStart Inc., a nonprofit dedicated to serving the area’s vulnerable populations with a continuum of housing services.

The nonprofit offers emergency shelters, transitional living options, and permanent housing solutions. It operates with an inclusive approach and

“To benefit from the community you live in without finding a meaningful way to give back to it would be a missed opportunity.”

Baker Botts is pleased to recognize the achievements of Jennifer Shafer and the entire team at Black & Veatch.

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For Shafer, volunteerism touches on her commitment to her city. “Kansas City is my home, and it has given a lot to me and my family,” she says. “To benefit from the community you live in without finding a meaningful way to give back to it would be a missed opportunity.”

As Black & Veatch pushes its new business model forward, Shafer is looking to grow her department while she and her colleagues continue to add value to project teams around the globe. She’ll have plenty of opportunity to do just that—Black & Veatch is growing in clean energy and sustainability and expanding into new markets worldwide.

FTI Consulting, Inc.:

“Jenn Shafer possesses an in-depth knowledge of the risks surrounding complex construction projects and the industryaccepted analysis required to properly substantiate the recovery of time and additional costs.”

–Andrew

HKA:

www.fticonsulting.com

©2022 FTI Consulting, Inc. All rights reserved.

Rhodes, Senior Managing Director

“Jenn’s leadership skills are outstanding. Her ability to organize and focus diverse groups to achieve the intended objective has been demonstrated on numerous matters. She gets things done.”

–Rich

Sieracki, Partner

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

How to Flunk Retirement

Lynda Godkin’s zeal for deals brought her back from retirement, and now she’s redefining career success at WEX Health

By Billy Yost

THE ONLY DEAL LYNDA GODKIN FAILED to close in her long career was her decision to retire in 2006. “I always tell people I flunked retirement,” the vice president of health legal at WEX Health Inc. says, laughing. Just a few days after making the decision, she was contacted by entrepreneur Robert “Bob” Patricelli—who had hired Godkin to come in-house at Cigna and subsequently went on to start his own businesses.

“He said ‘What’s this I hear about you retiring? You need to go on sabbatical for a month and come work for me.’ So that’s what I did.”

Sixteen years after joining Patricelli at Women’s Health USA, Godkin manages all legal affairs and revenue generation through contracting and product development at WEX’s health division

where she has been since 2010. Had she retired, she wouldn’t have helped negotiate the 2014 sale of Evolution1, another company founded by Patricelli, to WEX, in a $532.5 million transaction.

Had she retired, she wouldn’t have helped acquire advanced billing company Benaissance, the COBRA administration platform that is now integrated into WEX Health. She also wouldn’t have negotiated the acquisition of WEX’s biggest customer, Discovery Benefits, in 2019 for $425 million. And more recently, Godkin helped acquire several hundred million dollars of health savings account assets from Bell Bank, as well as the acquisition of benefits administration company Benefit Express.

“I just keep saying that I’m waiting for two bad days in a row, and then I’ll stop,”

Godkin says. “But I haven’t had a bad hour yet.”

Godkin’s optimistic outlook is the product of two parents who experienced adversity on a massive scale. Her English mother lived through the Nazi blitz attacks on London during World War II. Halfway across the world, her Ukrainian father, who grew up in Shanghai, was surviving a Japanese prisoner-of-war camp there for three and a half years.

They encouraged their daughter to always be prepared while still finding time to stop and enjoy the small things, like a family of cardinals that lived on the family’s property in Southampton, New York.

“From my parents, I got a firm sense of the impermanence of life and that

you needed to be flexible, because anything can happen at any time,” Godkin recalls. “My dad, especially, had been through so much but still maintained such a positive outlook on life. It really stuck with me.”

Godkin says part of the reason she’s stayed at WEX so long is the flexibility and optimism shown by CEO Melissa Smith throughout the COVID-19 pandemic. While no one could have truly been ready for the challenge of the past two years, she says, the organization had already been moving toward a more evolved workforce and what equipment and logistical needs would be required.

“When it was time to make that immediate switchover, moving everyone globally to remote work was

pretty easy, all things considered,” Godkin says. “It’s not just the great work the IT team has done, but this company has emphasized the need for flexibility, compassion, and care for our teammates.”

Despite working remotely (though Godkin had been working remotely for several years prior), the deals Godkin and her team have been able to complete are evidence of the kind of flexibility and adaptability the lawyer takes so seriously.

Looking ahead, though many in her position might be considering a second retirement at this point, Godkin says the company’s growth objectives will provide her and her team with interesting and novel work. The lawyer is clearly still inspired by the man who

Lynda Godkin SVP and General Counsel WEX Health Inc.

“I just keep saying that I’m waiting for two bad days in a row, and then I’ll stop. But I haven’t had a bad hour yet.”

lured her away from her first attempt at calling it a day.

“We call Bob [Patricelli] a serial entrepreneur,” Godkin says. “He’s in his eighties and is still coming up with brilliant ideas. His desire to bring me back years after I first worked for him was a great lesson in not burning bridges and continuing to stay in touch with your circle. You never know where those connections are going to lead.”

Godkin says the idea of retirement has shifted dramatically from her parents’ generation. While she’s still finding time to golf and travel when advisable, the VP says her decision to keep lawyering comes down to a simple idea.

“Some people work to live, and some people live to work,” she says, “so just continue learning, be flexible, and keep finding what’s interesting and fun in your life.”

Axinn:

“Lynda combines a deep knowledge of WEX Health’s business with an analytical mind and strong people skills. The confidence Lynda’s business clients have in her judgment is a tremendous asset when navigating thorny issues.”

“Some people work to live and some people live to work, so just continue learning, be flexible, and keep finding what’s interesting and fun in your life.”

–John Tanski, Partner

Axinn joins

in

Godkin

Something to Figure Out

As IP managing counsel, Kyle Turley loves learning while evolving Baker Hughes’s technology focus

By Billy Yost

THE LAST SEVEN YEARS OF KYLE TURLEY’S career have been anything but typical. After leaving law firm life at WilmerHale in Boston, he moved in-house to act as senior IP counsel for a $3.5 billion-division of what was then known as GE Oil & Gas. “One of the main things that attracted me was that GE was undergoing an extraordinary transformation from its roots as one of the world’s oldest and largest industrial companies, to a global leader in the fourth industrial revolution where large industrial machines and processes meet the digital frontier,” he says.

Then, if such a massive cultural transformation wasn’t enough, almost immediately GE announced plans to spin off GE Oil & Gas and merge it with Baker Hughes Incorporated to create Baker Hughes, a GE Company (BHGE).

After more than two years of merger and integration activity, GE started selling off its controlling ownership in BHGE, which subsequently created today’s Baker Hughes.

“I was charged with helping change the very fabric of a major one hundred-plus-year-old company, just to have my business be merged with another company, to then be completely divested from GE altogether,” Turley says.

“Imagine trying to change a corporate culture at the same time you’re bringing new cultures together—at times it was hard to know which end was up.”

Amidst all the change, what has kept the intellectual property (IP) attorney resolute in his own role? The transition itself. “While we are still in the process, we have steadily evolved from being purely an industrial/energy company to an energy technology company helping lead the fourth industrial revolution in the energy domain,” Turley says. “Take a look at the Baker Hughes tagline, it’s right there.”

Turley is right. The first thing you see on the company’s website is “We are Baker Hughes, an energy technology company.”

But it’s not about what the website says, it’s about the sea change that Turley has helped navigate and push forward during his seven years at Baker Hughes.

Some of the keys to his success are his fundamental interests. The lawyer is a self-described tinker—someone who loves experimenting and building things. He also enjoys a good debate to make his case. “IP is the combination of two things that I just love,” Turley says, laughing. “Tinkering with problems and arguing.”

Turley’s engineering degree and early work at Boeing before law school helped ground the future attorney in the science of his future pursuit. In fact, at first he didn’t know law school would even be possible for him given his degree.

“While I wanted to go to law school as far back as I can remember, I gave up on the idea initially in college because I had a misconception that you had to have a history or English degree,” the lawyer says. “Then, one day before class, I read an article about an electrical engineering graduate who had become

a patent lawyer. It was an epiphany. I knew it was my calling immediately.”

Turley chose to get hands-on engineering experience prior to going to law school, however. He was able to defer his law school acceptance by a year to build engineering experience he knew would ultimately inform his legal practice. Then it was onto the big firm world for ten years before coming to his present role.

Turley says the challenge of working in the evolving industrial space has also been his motivation. After spending a good chunk of his career working with

software and technology companies, helping the industrial space shift to a more tech mindset has been a key priority for the IP counsel.

“Companies in the industrial space going through this transition aren’t at the same place as some of my former ‘high-tech-from-day-one’ clients. It was uncharted territory,” Turley explains. “Some people like to think, just do what the major software and technology companies have been doing for the last few decades. Well, it doesn’t work that way. Many IP-related issues may sound similar to what legacy technology companies have dealt with, but these issues take on a completely new life in the industrial world. As one example, you can’t merely impose your preferred IP and data usage rights on a major national energy company like a cell phone provider can on an individual user.”

Another challenge is recalibrating sales teams to sell digital products and services. According to Turley, “for years the commercial process was much more focused—you were selling a piece of equipment whose ownership passed to the customer at the time of delivery, and perhaps a service contract. The terms and conditions were more straightforward. However, once you start selling— and in some instances partnering with other companies to sell—products and services like software, software maintenance, and remote monitoring of energy assets, it requires the sales teams to think about the entire commercial process differently, from how to structure the deal to which forms to start with.”

Turley believes that ultimately the key to working out most issues is educating people about the issues, whether internally, at partners, or at customers.

Courtesy of Kyle Turkey

Kyle Turley Managing Counsel, Intellectual Property Baker Hughes

“Many of the discussions I’m in involve novel issues that people are merely trying to understand, let alone address,” he explains. “When there are new issues that aren’t in people’s standard playbook, there can be a reflex to minimize the issue, or just say no altogether.”

To bridge the gap, Turley usually employs what he calls the “grandmother” standard. “I usually start by trying to describe the issue in the simplest possible terms, as if I were describing the problem to my grandmother,” he says “That usually level-sets people to what the core issue is, then from there you can get into more details and thread the needle between the various sides’ concerns. It’s incredibly important to educate people this way. It will build trust with your clients and customers, and once you do this, they will be more willing to find compromise.”

When it comes to Baker Hughes’s continental evolution, Turley, an avid music fan, quotes a song lyric from the late Avicci: “I can’t tell where the journey will end, but I know where to start.”

“I don’t think this is a journey that’s ever really finished,” he says. “Rather, it’s about being able to continuously adapt to the constant change and expectations in the industry using cues from the commercial side as a starting point.”

Turley gives the example of seeing the adoption of low-cost but reliable battery-powered vibration sensors to monitor giant multimillion-dollar turbines. “When I started my role seven years ago, this was a ‘pie in the sky’ proposition, but we saw a customer need and adapted to it technically,” he remembers. “Then, we had to figure out all the legal issues that accompany such product. At times the commercial teams were even coming to us for guidance on the best sales model since it was partially driven by IP and legal concerns. New technology brings new challenges, and there’s always new technology—it’s one of the reasons I love being an IP lawyer.”

The “Industrial Internet of Things” may be an emerging concept, but Turley’s experience is helping shape Baker Hughes’s efforts to continue its own evolution. And at this point in his career, it’s exactly where Turley wants to be. “At a philosophical level, I love learning new things,” he says. “With every problem you solve, you create two more challenges. It’s part of the fun for me—it’s one big puzzle to learn from.”

Venable Celebrates Kyle Turley

We applaud Kyle for his dedication and leadership, and we are extremely proud of our partnership with Baker Hughes.

William T. Russell, Esq. 600 Massachusetts Avenue, NW, Washington, DC Attorney advertising.

All Together

DIANE FERGUSON HAS BEEN SWEPT UP IN several of the most noteworthy tech deals of the last quarter century. She was at Digital Equipment Corporation (DEC) in 1998 when Compaq bought the company for $9.6 billion. Four years later, HP spent $25 billion to acquire Compaq. In 2010, Ferguson moved to VCE, a subsidiary of EMC, which merged with Dell for $67 billion, and she was part of Red Hat when it went to IBM for $34 billion in 2019. These events broadened Ferguson’s skills, taught her how to thrive in various companies at different stages, and prepared her to join Precisely as vice president and deputy general counsel in January 2021.

By Zach Baliva

Precisely is a leader in data integrity, providing software, data enrichment products, and strategic services to ninety-nine of the Fortune 100 companies. As a veteran attorney with decades of experience covering intellectual property in tech, Ferguson is well-positioned to handle related legal issues and guide the business as a trusted advisor. But she has one other thing that makes her uniquely suited for the work—a degree in electrical engineering from the Rochester Institute of Technology.

Ferguson was using her technical training at DEC when she discovered a program that sent engineers to law school so they could become patent attorneys. “I hadn’t considered being a lawyer because I knew I didn’t want to be a litigator, but I realized patent law would be a great intersection of legal work and engineering,” says Ferguson, who was one of a few candidates selected for the competitive program.

Suddenly, the young engineer was on a new path. She worked during the day, attended class at night, took the patent bar exam, and then passed the bar. DEC paired Ferguson with mentors who taught her to draft patent applications and negotiate transactional deals. Whenever the company prepared to spin out and sell business units, the former engineers were selected to the deal teams.

After three decades of handling IP matters inside large tech companies, Diane Ferguson is more than a subject-matter expert. At Precisely, she’s a respected leader and trusted business advisor.

With a solid foundation in place, Ferguson left DEC for other opportunities and spent many years building her career at companies like Teradyne, Compaq, HP, VCE, Dell, and Red Hat. Along the way, she supported various business units, engineering, and product teams, developed product lifecycle processes on cross-functional teams, assisted on major services deals, led commercial legal teams, uncovered new ways to generate revenue through intellectual property (IP), built patent portfolios from scratch, oversaw legal department business continuity planning, and mastered the legal nuances of complex business models.

At Precisely, Ferguson has the opportunity to leverage the full range of her background, training, skills, and experience in a position created just for her. She’s part IP counsel, part product counsel, part procurement counsel, and part of the M&A team, working with developers and inventors to understand the innovations that go into the company’s solutions so she can negotiate agreements and steer overall strategy in response.

After being part of four blockbuster deals, Ferguson can easily spot the telltale signs of a looming acquisition. She knew something was in the works at Precisely when, just days after her arrival, she received a suspicious email summoning her to a weekend meeting. She spent the next six weeks working on a deal to sell the company that had just hired her.

Precisely remained active after the announcement, and Ferguson led IP, product, and sourcing due diligence work as her colleagues targeted

and bought five other businesses in her first year to complement their core offerings. The former electrical engineer had yet another chance to use her academic training to understand how legacy and acquired software components and platforms could be positioned to complement each other.

During integration, Ferguson not only works to ensure everyone migrates to using the same documents and processes, but also solicits input from all parties. “I know what it’s like to be an acquired employee, and I don’t want anyone to feel undervalued or ignored,” she says. “Companies get the most value out of an acquisition when they actually encourage new thinking by considering the experience of the newly acquired employees instead of assuming the old way of doing things is always the best way.”

Going forward, Precisely will continue to add value for customers through ongoing organic and inorganic growth. Ferguson, meanwhile, is busy preparing herself for something new—a seat on a corporate board. She has served on a nonprofit board as governance chair, but is turning her attention to for-profit companies.

Currently, Ferguson is networking with other women executives and learning from social impact groups like Him for Her, a venture aimed at connecting talented women to board service. Now Ferguson is interviewing other board members, preparing her board resume, and looking for a seat knowing that when she finds a match, she’ll have one more way to use the expertise she’s spent a lifetime acquiring.

Prepared to Pivot

Crystal Barnes’s lifelong mission to help others guides her agile approach to employment law at Lockheed Martin

By Lucy Cavanagh

“THE PANDEMIC HAS ELEVATED employment law protections to the forefront of not only Lockheed Martin’s attention, but the national landscape,” says Crystal Barnes. Barnes is associate general counsel of Lockheed Martin, a security and aerospace company based in Bethesda, Maryland, which is at the forefront of researching, developing, and manufacturing sustainable technology.

Across her eight-year tenure at Lockheed Martin, Barnes has driven domestic employment law compliance across the company. Since the COVID-19 pandemic disrupted life as we once knew it, Barnes has been supporting her company’s response and ever-adapting COVID-19 policy by advising on the myriad of employment law considerations raised by the pandemic.

Public Policy Principles

Barnes earned her undergraduate degree at Princeton University, where she did not

originally plan on becoming an attorney. “I knew that I wanted to be in a profession where I could help others,” explains Barnes. “I come from a family of teachers and educators, and I graduated high school with a belief that I would become a child psychiatrist or pediatrician. However, I quickly learned that organic chemistry and I were not well suited, and I ultimately majored in public policy.”

Barnes was drawn to the interdisciplinary nature of the field. She loved how public policy combined history, economics, politics, and sociology—but was rooted in a genuine understanding of advocacy. “The coursework allowed me to understand that advocacy is critical to societal change,” explains Barnes. “Whether it’s in health care access, educational outcomes, or wealth building, I was particularly interested in policies that focused on improving the quality of life and the outcomes for poor and minority children.”

Crystal Barnes

Associate General Counsel Lockheed Martin

After graduating from Princeton, Barnes went on to Georgetown Law School. She found her calling in employment law, focusing on antidiscrimination and equal employment opportunity. For the first seven years of her career, Barnes built her résumé at law firms such as Mintz Levin and Ogletree Deakins before going in-house at Lockheed Martin in 2013.

In her daily work at Lockheed Martin, Barnes’ work includes risk mitigation and litigation management; dispute resolution related to internal complaints; and counseling on workplace accommodation, diversity and inclusion initia-

tives, conflicts of interest, wage and hour compliance, and antidiscrimination and anti-harassment requirements.

Protecting the Workforce

Barnes decided to go in-house so that she could shape the policies that protect the workforce, rather than looking at conflicts in hindsight. “I think in-house lawyers become adept at communicating with a variety of business partners,” explains Barnes. “As an in-house lawyer, you’re interacting with so many different people and establishing yourself, and you learn how to persuade and influence and communicate in a very different way.”

Since March 2020, like many experts in employment law, Barnes’s professional life has shifted its focus. She is advising on policies that address the constantly changing concerns surrounding the pandemic. She and her colleagues within the legal team have led the risk mitigation strategy present in the company’s response.

“My role has been to spotlight the employment law considerations that result from legal changes on the local, state and federal levels, such as paid time off, sick leave benefits, and the implications of employer-required vaccination,” explains Barnes. “Other considerations have included confidentiality obligations related to medical information and accommodating high-risk individuals who have medical conditions that make them more susceptible.”

Barnes emphasizes two key laws that have been thrown into the spotlight—not just at Lockheed Martin, but on a national level. One is the Americans with Disabilities Act of 1990, which requires employers to provide individuals with disabilities a reasonable accommodation that will enable that employee to perform essential job duties. The other is the Civil Rights Act of 1964, which, in part, prohibits discrimination against an individual based on religious beliefs and requires employers reasonably accommodate employees when certain job duties conflict with religious beliefs.

Like many companies, Lockheed Martin has had to draft its pandemic policies with these laws in mind. “There are distinct legal requirements involving these two categories of accommodations,” Barnes says. “The major challenge, but also the most meaningful part of this endeavor, was constructing our policy within a robust system that supports compliance and is also prepared to pivot.”

In addition to working for Lockheed Martin, Barnes fulfills her original mission of advocacy through pro bono work and nonprofit board service in Washington, DC. During her law firm tenure, Barnes performed a variety of work including child custody matters and partnering with nonprofits on political asylum cases. Barnes has more recently participated in legal advice clinics organized by the Association of Corporate Counsel. “This kind of work reminds me that even in an individual capacity, we can make a difference toward justice, fairness, and equal opportunity,” Barnes says.

Congratulations

to Crystal Barnes on her Modern Counsel Feature. We are proud to partner with Crystal and the Lockheed Martin team of lawyers to craft innovative solutions to complex legal challenges.

The Play for Innovation

Sarah Kalemeris shares her strategy for fostering innovation as T-Mobile unleashes the power of 5G

By Zach Baliva

SARAH KALEMERIS HAS AN IMPRESSIVE résumé: she earned undergraduate and master’s degrees in electrical engineering at Duke University and Vanderbilt University, respectively, then proceeded to study law at Northwestern University. She learned IP litigation and patent prosecution at Marshall, Gerstein & Borun LLP, and litigated high-tech cases before the International Trade Commission, district courts, and the Federal Circuit with Winston & Strawn LLP. In 2018, she came to T-Mobile prepared to do what it took to make sure a company she believed in was properly equipped and defended.

T-Mobile’s nationwide cellular network reaches 98 percent of the country and brings service to nearly 100 million customers. Research, development, and innovation have pushed annual revenues north of $30 billion, and a sound legal strategy is critical to protecting the intellectual property (IP) that has powered that impressive growth.

Months after Kalemeris stepped into her new role, Sprint Corporation and T-Mobile USA announced a $26 billion dollar merger to expand their network. The move also made T-Mobile an attractive target for individuals and companies

Courtesy of Marshall, Gerstein & Borun LLP

Sarah Kalemeris Senior Corporate Counsel of IP T-Mobile

who seek to assert allegedly essential patents to generate revenue.

Not all of the patent claims adversaries raise are necessarily frivolous. While some cases are brought in bad faith or arise when inventors mistakenly believe they were the first to discover a novel technology, other sophisticated assertions involve real, complex patents and the nuanced use of arguably similar innovations.

“Mobile carriers and internet providers have to be careful to protect patent portfolios and the intellectual property that is at the heart of the company,” Kalemeris explains. “Whenever there is an assertion of patent infringement, we stand ready with a rigorous and thoughtful defense.”

natural fit. “I saw how I could merge two interests and find a way to be effective, and I stepped into that,” Kalemeris says. She joined Northwestern’s Intellectual Property Society and its Technology and Telecommunications group to pursue her emerging interest.

Although Kalemeris is busy defending T-Mobile against intellectual property assertions that arise, she also has the chance to counsel business leaders and ensure IP provisions of contracts are sound. Staying close to the business helps keep her fulfilled as she acquires and develops new skills. “I enjoy the in-house role because I get to collaborate with brilliant inventors and great businesspeople,” she says. “There are a lot of intelligent

Although Kalemeris started at T-Mobile as an IP generalist and supported mainly patent prosecution, almost all of her current work is on the defensive litigation side. Adversaries range from individuals to large companies that specialize in acquiring patents they can use to sue large corporations. One company that has historically brought litigation against T-Mobile has purchased nearly one hundred thousand patents and sued dozens of companies to collect billions of dollars in fees.

Kalemeris’s background in electrical engineering helps her build relationships with internal employees she can call upon for information, support, assistance, and testimony. Her ability to “speak the language” also helped her find her niche in the law. Kalemeris was in her first year at Northwestern when she mentioned her undergraduate studies to attorneys at a social event on diversity and inclusion. When they encouraged her to look into patent law, Kalemeris found a

people doing different things here and we can all learn from one another.”

In recent years, T-Mobile has been emphasizing diversity, equity, and inclusion and working to build an inclusive and equitable corporate culture. Kalemeris and others in the legal department are similarly advancing the issues and have asked outside partners to meet specific DEI benchmarks. “T-Mobile’s customers are diverse and unique, and we want not only our employees but also our legal counsel to represent our customers, both in our makeup and our interests.”

After a lengthy review and approval process, T-Mobile’s merger with Sprint was finalized on April 1, 2020. Kalemeris has been helping the legal department integrate, and says she’s witnessed some surprising benefits of navigating the COVID-19 era. “We may have felt more separated since we were coming together as a newly formed entity, but remote work put everyone on the same playing field and helped us feel like part of the

“There are a lot of intelligent people doing different things here, and we can all learn from one another.”

same team. We really are one company, and we got to feel that in a unique way,” she explains.

Still, T-Mobile prioritized employee safety, arranged all necessary protocols, and started bringing employees back to the office in late 2021 to maximize collaboration as the company expands its enhanced 5G network to new cities. The ultrafast 5G network now reaches about 300 million people, and T-Mobile recently brought 5G home internet to fifty-four southern cities and towns in Alabama, Louisiana, Mississippi, and Tennessee.

The broadband and cellular deployment and an increased use of the 5G capabilities will bring new opportunities to customers who rely on service for at-home work and education. Industry insiders say 36.2 million Americans (22 percent) will work remotely by 2025. The expanded network also represents new opportunities for patent holders interested in bringing claims against clients like T-Mobile. “We know we’re about to see a whole new wave of patent assertions from people who think they’ve invented parts of the 5G system,” she says. Those people may come after T-Mobile, but if they do, Kalemeris is prepared.

“Sarah

savvy to

Sarah’s contributions are critical to a successful case strategy, and we are thrilled to see her recognized for her success.”

–Kate Dominguez, Partner

Gibson, Dunn & Crutcher LLP:

is a top-notch lawyer who brings creativity and commercial

resolving complex disputes.

Massive Milestones

By Billy Yost

THERE ARE SEVERAL REASONS WHY

Aileen Chou made the decision to join Oportun in March 2018. The current senior director and corporate counsel had spent the previous seven years in firms from Hong Kong to New York doing IPOs, securities offerings, and other corporate transactions. But she never got to see that work from its conception to its execution.

Oportun seemed like a promising private company that Chou could grow alongside. Moreover, she liked the atmosphere. “This place seems to draw in certain people,” Chou says, searching for the right words. “I don’t know how else to explain it. The people here are just so nice. Everyone is trying to be a good person. It’s something you notice right away.”

The mission and culture at Oportun continue to enable the company’s growth. The evolution of the company necessitated the legal team to take on new work—including the transition into a public company and Oportun’s first-ever strategic acquisition.

In less than four years, Aileen Chou has helped guide Oportun’s significant growth through going public and making its first major acquisition

Aileen Chou Senior Director and Corporate Counsel Oportun

Today Is the Day

When Chou first arrived at Oportun, she heard plans that she was familiar with: the company would eventually go public. She didn’t think much of it at first. Most successful private companies have plans to go public, Chou explains. Because she had not heard about a timetable, she was convinced it wasn’t something that would happen soon.

“Then I walked in one day and was handed some old prospectuses and told that it was time to start working on the IPO,” Chou remembers, laughing. The small legal team had their work cut out for them. But Chou was ready to roll up her sleeves and draw on her extensive IPO experience.

In 2019, it was all hands on deck and the small but mighty legal department needed to extend far outside its comfort zone to make the deal happen. That kind of situation is exactly why Chou went in-house in the first place.

“I’ve always been more business-minded and being in-house counsel gives you the opportunity to get your hands dirty as much as you want,” the lawyer explains. “Everyone’s a little bit underwater at all times, so everyone is always receptive to an offer to help or a new perspective.”

There was another plus that isn’t always common for in-house legal departments. It was clear upon Chou’s arrival that the legal team was respected and trusted. No matter the issue, legal is at the table.

The long process was an exciting one. For many people, an IPO is a once-in-a-career experience and Chou had more than a front row seat, she was on the court as a major player.

As most companies learn, the IPO is the beginning of the journey, not the end, and there were numerous challenges ahead for Chou.

Complicated Deals on Tight Timelines

Oportun’s first major M&A deal would be completed at the end of 2021. The company

Know Your Strengths, Manage Your Weaknesses

As a legal leader at Oportun, Aileen Chou is heavily invested in making sure her team feels empowered to keep growing. For those earlier in their careers, Chou advocates being mindful of one’s strengths and continuing to develop eareas that need more improvement.

“Find what your strengths are and double down on them,” Chou says. “For me, it was getting technical and getting lost in financials and how our business operated. My biggest fear was speaking in large groups. I would turn bright red. But there are so many things you can do to mitigate your weaknesses—don’t let them hold you back. Challenge yourself to feel uncomfortable and find people that support your growth.”

acquired neobanking platform Digit (with roughly one hundred employees) for approximately $212.9 million—an essential step for Oportun to continue elevating and expanding its products and building a combined platform that helps individuals improve their financial health.

“I’ve worked on really large offerings and deals in Europe and Asia and while the dollar value was higher, none felt as intense or important as doing a deal in-house,” Chou says. “There were a lot of negotiations, and the timetable was truncated. We signed the letter of intent in mid-October, signed the acquisition agreement in November, and closed the deal right before Christmas. It was pretty intense.”

Yet again, the in-house role mandated stretching beyond the realm of the legal department and Chou was involved from the due diligence, agreement negotiations, closing mechanics, and post-deal integration.

It was an opportunity to see M&A from beginning to end, and it’s yet another first that Chou has helped the company reach.

Hitting Goals and Setting Baselines

Chou’s wide breadth of responsibility also includes expanding and better defining Oportun’s already strong corporate responsibility efforts. The company donates one percent of its annual profits, but Chou says Oportun is seeking to start tracking their efforts better when it comes to corporate social responsibility (CSR) goals.

“The thinking is that if we’re going to report on these efforts, then we need to be held accountable and make sure we’re tracking our CSR goals,”

she explains. “That could be figuring out how many pounds of paper we’re saving by moving to applications like DocuSign or how diverse your leadership team is. If you want to demonstrate growth, you need to be know what your numbers are.”

Outside the office, Chou has been an active board member of the Asian Law Alliance for the past four years. The organization has been critical in voter registration and providing monthly housing law clinics in Santa Clara County, along with fundraising and pro bono work.

“As an immigrant, I saw firsthand how confusing and overwhelming the

US legal system or laws can be for new immigrants with limited English skills,” she says. “I’m grateful to organizations such as ALA who stand up for the voiceless and empower them in their time of need.

Chou, an avid meditator and motivated reader who is currently working her way through Shakespeare’s entire works, says the mission of Oportun and the culture that seems to almost feel like a nonprofit is essential to keeping her life balanced. Whether it’s another acquisition or Henry IV, Chou is looking forward to another year of challenges with a team she knows she can rely on.

“I’ve always been more business-minded and being in-house counsel gives you the opportunity to get your hands dirty as much as you want.”

Writing the Next Chapter

For Carl Q. Carter, retirement is more than tee times and fishing trips. The lawyer is starting pro-bono groups, launching a law firm, and establishing his own charitable foundation.

By Zach Baliva

CARL Q. CARTER COULD TELL STORIES about his time inside one of the big four accounting firms. He could talk about his five years at the US Justice Department. He could share about his experience as the associate general counsel of a Fortune 150 company, relay his accomplishments as a diversity and inclusion champion, or highlight what he’s done as a friend, advocate, and mentor. He could, but he won’t.

Carter is not interested in looking behind him as he steps forward into

retirement—he’s more concerned with what lies ahead. “My own long and fulfilling career was possible because people and groups helped me seize the opportunities I found, and now I want to create my own legacy and help enable others in the community,” he says.

You can’t appreciate Carter’s big ambitions without understanding what made him who he is today. He was born and raised in Memphis, Tennessee, where a loving family and supportive community

taught him the values of faith, education, friendship, discipline, and hard work. Parents, grandparents, uncles, aunts, cousins, pastors, teachers, and other adults imparted wisdom and encouragement that took him to the top levels of team sports, orchestra, student council, and ROTC.

These relationships and experiences boosted Carter’s confidence, and in 1979, he received one piece of mail that would change his life forever: a letter of acceptance from Morehouse College. Four years at the historically black men’s college where Martin Luther King Jr. studied gave Carter more than a robust academic experience. It also provided brotherhood with like-minded students, support from gifted administrators, and exposure to global leaders.

As a Morehouse Man, Carter stands alongside Spike Lee, Samuel L. Jackson, Raphael Warnock, and countless other civil rights leaders, CEOs, scholars, judges, and athletes. The foundation he established there both anchored and propelled him. “Morehouse charged us to rise to the highest heights but to always remain humble,” he explains. “It taught me to focus not only on my own success but also on my brothers’ success.”

And that’s exactly what Carter has done in the years since. He graduated from the University of Virginia School of Law, clerked with a federal judge, and served in the Attorney General’s Honors Program as a senior trial attorney. Along the way

he spent time at Chase Manhattan Bank and Arthur Anderson before joining International Paper in 1993. Over nearly thirty years, Carter held different roles in tax and legal departments culminating with his appointment as associate general counsel in 2009. Through it all, he looked to mentor others and open doors for whoever followed in his footsteps.

In Carter’s last year at International Paper, his general counsel asked him to create and lead a Signature Pro Bono Initiative to help the organization and its lawyers get involved in the equal justice space in response to the George Floyd murder and other world events. He worked with the National Pro Bono Institute, local firms, and professional legal services groups to create an alliance of providers to assist clients with expungements, driver’s license renewals, restoration of voting rights, and other matters.

Although Carter retired in 2022, he expects to remain busy. In addition to volunteering with the Signature Pro Bono Initiative, he’s creating the Rights Project to take it one step further. With the Rights Project, Carter and his small group of partners will focus on restoring certain rights to individuals whose circumstances and offenses disqualify them from expungement. “We want to work with good people who have been in bad situations and help restore their rights through the Tennessee court system,” Carter explains.

“My own long and fulfilling career was possible because people and groups helped me seize the opportunities I found, and now I want to create my own legacy and help enable others in the community.”

Carl Q. Carter

Former Associate General Counsel

Herman Williams

Celebrate & salute

It’s just one of many endeavors Carter is tackling in retirement. He’s also starting the Carter Law Firm and the Carter Foundation. The boutique firm will provide commercial and tax law services and commit 10 to 15 percent of its work to equal justice issues while the foundation will offer scholarships and funding for college and trade schools. The Carter Foundation, which Carter is establishing with his wife, came after he reflected on how others helped him attend Morehouse College and the University of Virginia School of Law.

“It’s important to support education because there are smart and talented young people who might otherwise have to forego or postpone college as costs rise higher and higher,” he says. Carter and his wife have placed tremendous emphasis on obtaining an education as one of the key steppingstones in life.

whitecase.com

As Carter looks back on his long and successful career, his focus is less about his accomplishments in paper products, commercial law, taxation, and legal compliance and more about how he can use what he’s learned and achieved to help others who can benefit from his life’s work.

The Rights Project, the Carter Law Firm, and the Carter Foundation—these are the pieces to the Carter legacy.

“Carl Carter is smart, collaborative and positive. He quickly recognized the strategic issues facing his client in multijurisdictional trade litigation. I sincerely enjoy working with him.”

David Bond, Global Trade Practice Head, White & Case llp

White & Case is a global law firm with longstanding presence in the markets that matter today.

“It’s important to support education because there are smart and talented young people who might otherwise have to forego or postpone college as costs rise higher and higher.”

With its production numbers on the rise, Tesla secured a DOJ veteran for one of the most challenging in-house roles in the world

By Will Grant

While it’s often tough to get a read on exactly what Tesla’s next move might be (self-driving cars, solar panels, or integrated battery systems), the infamous company can add one fact to its accomplishments. In 2021, Tesla’s car manufacturing factory in Fremont, California, produced more cars than seventy other American production sites owned by Toyota, BMW, Ford, and other automotive mainstays, according to a report by Bloomberg.

Tesla managed to produce an average of 8,550 cars a week in a year that was plagued by supply chain shortages. The company’s global production was up 83 percent over 2020 totals and the company is expected to announce new factories near Berlin/Brandenburg, Germany, and Austin, Texas, later this year.

While the numbers are impressive, Tesla only clocks in as the tenth-largest auto manufacturer in North America. But with the creation of the new Austin factory, that may soon change and help boost production of EVs across the world. The company’s goal of increasing its output by 50 percent every year seems like it could prove a reality in the short term.

Enabling expansion at the speed of Tesla, a company that has, at times, been accused of putting the cart before the horse, seems like it might keep a legal department on its toes. So Tesla hired the best: Nate Smith.

The managing counsel for Tesla came to the company in 2021 after building out an incredible record as assistant US attorney for the Eastern District of Virginia in the cybercrime division. The prosecutor was responsible for investigating hacking and cyber intrusion, denial of service attacks, cyber-enabled thefts of intellectual property, and a whole host of ransomware, identity theft, and complex fraud schemes that the shadiest parts of the web have managed to concoct.

Some of Smith’s highlights in his previous role include the indictment of three Iranian hackers who were charged with “engaging in a coordinated campaign of identity theft and

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hacking on behalf of Iran’s Islamic Revolutionary Guard Corps, a designated foreign terrorist organization, in order to steal critical information related to US aerospace and satellite technology and resources,” according to a report published by the US Justice Department.

The hacking campaign targeted companies both in the US and abroad and lasted for nearly four years. According to the report, the hackers possessed over 1,800 online accounts, including those of aerospace, satellite, and international governmental organizations, which they used to impersonate individuals and steal information.

Smith also helped take down a stolen car ring, a Canadian conspiracy to smuggle misbranded pharmaceuticals into the US, and a former employee who accessed his work’s network systems and caused a loss of over a million dollars.

The prosecutor’s tireless work was noticed. Smith received the FBI Service Award after being nominated by FBI agents for his work combating cybercrime. He also received the US Army’s Major Cybercrime Unit’s “Community Partner of the Year” for his work mentoring agents and prosecuting cybercriminals.

Previously, Smith maintained a wide range of investigations and litigation at the firm Wachtell, Lipton, Rosen & Katz. Smith’s scope was global and involved multiple regulatory enforcement issues and issues whose reputational concerns played a huge role in how they were handled.

“Nate is a brilliant and dedicated lawyer whom we were lucky to call a colleague during his time at Wachtell Lipton,” says Marc Wolinsky, of counsel at Wachtell, Lipton, Rosen & Katz. “His legal talent has served him well and his diverse professional experience has positioned him for continued success as managing counsel at Tesla.”

The Yale Law School graduate also served on the faculty of Harvard Law School in 2019, where he taught a trial advocacy workshop.

At Tesla, Smith is tasked with handling high-stakes litigation and prelitigation for a company that had its fair share of public legal battles. Smith will also litigate IP and trade secret matters, another part of the company seeking to create new modes of transportation and energy conduction and storage.

“Nate’s career path provides him a strong base of experience in private practice, government, and now the corporate world,” says Daniel Donovan, partner at Kirkland & Ellis LLP. “We knew from the time Nate first joined Kirkland as a summer associate, and then later as an associate, that his legal skills, integrity, and drive would serve him well.”

Taking on legal matters that could inform new policy is as big a challenge as they come, and it makes sense that Smith is willing and able to tackle the work. With a résumé that encompasses as much cutting-edge litigation as one could hope to encounter, there are few meant for a company like Tesla as much as the cybercrime prosecutor.

your friends

By Donald Liebenson

As an industry that is over two centuries old, railroads may not be considered on the leading edge, but they are still essential to keeping America moving and growing.

Alfred Ricotta is entering his second decade with Genesee & Wyoming Inc. (G&W) and his role as in-house deputy general counsel never gets old.

Ricotta’s responsibilities at G&W include all M&A and other strategic transactions and joint ventures, debt financings, securities, general corporate, commercial, procurement, and certain regulatory matters.

His arrival at G&W in 2011 was anything but a fast track. He had previously worked at two international law firms in New York City: Cadwalader, Wickersham & Taft LLP and then Clifford Chance US LLP. From private practice, he went in-house with Arch Chemicals, Inc. until the company was acquired by a strategic buyer after he’d been on the job only fifteen months.

The opportunity to join G&W “jumped out” at him. “I thought it was a good opportunity to utilize the skills I had

Genesee & Wyoming’s Deputy General Counsel Alfred Ricotta uses his skills to engineer railroad growth

developed in private practice,” he says. “It was very similar to my role at Arch, except that it was a more dynamic company.”

Working in-house, as opposed to private practice, was another benefit. “I’ve found that you’re able to develop a closer relationship with the client and thereby gain a deeper understanding of the business while playing a more direct role in helping the client achieve its goals,” he says.

Founded in 1977 with roots that date back to 1899, G&W, a short line railroad holding company, owns or leases 116 freight railroads worldwide that are organized in locally managed operating regions with 7,300 employees serving 3,000 customers. G&W’s four North American regions serve forty-three US states and four Canadian provinces and include 113 short line and regional freight railroads with more than 13,000 track miles. G&W’s UK/Europe region includes the UK’s largest rail maritime intermodal operator and second-largest freight rail provider, as well as regional rail services in continental Europe. When Ricotta first came to the company, it only had sixty-six railroads.

In the past decade, Ricotta has seen several exciting changes for the industry. “Rail has become a very attractive asset class for infrastructure investors,” he says. “We were taken private at the end of 2019 by Brookfield Infrastructure Partners and GIC. Also, there tends to be significant interest from infrastructure investors in other railroads that are up for sale, which

“There is no shortage of work to do and it’s a wide variety, which is something I’ve always valued. Variety of work has always been attractive to me.”

Alfred Ricotta

Deputy General Counsel

Genesee & Wyoming

Robert M. Reynolds

was not the case until the middle of the last decade. Railroads are attractive to infrastructure investors because, if run right, they can generate significant amounts of free cash flow, which allows these bidders to use higher levels of debt in their acquisitions of railroad assets.”

Infrastructure has been trending in recent years as a bipartisan priority. “There were already preexisting grant and loan programs through the federal government,” Ricotta says. “The recently enacted Bipartisan Infrastructure Law will just increase the size of the pot. It’s a great opportunity for additional funding; when we upgrade track, it makes operations more efficient and sustainable.”

G&W has operated nonstop throughout the pandemic. Rail workers are considered essential employees. “Rail traffic was initially impacted,” Ricotta says. “But we still needed to get coal to power plants and scrap metal to steel makers.”

Ricotta considers one of his most significant accomplishments over the last ten years to be handling many of the M&A and strategic transactions undertaken by G&W during that time.

“These transactions have been beneficial to the company and I’m proud to say that, working closely with my colleagues at G&W, I’ve helped bring them across the line,” he says. Ricotta explains further that while the completed transactions have been beneficial, “for every deal we’ve done, there have been many that did not move forward.” The complexity and discipline associated with choosing the right path, he notes, have contributed significantly to his professional development.

He defines his leadership style as “leading by example. I work hard and I’m focused. Also, I do my best to provide thoughtful and direct feedback and set clear expectations.”

Looking ahead, he notes that he is in the process of hiring a new lawyer and then “training and integrating them so they can work independently, and then act as a resource when they have the inevitable questions.”

Ricotta is an engine that continues to drive G&W. “It’s never boring,” he says. “There is no shortage of work to do and it’s a wide variety, which is something I’ve always valued. Variety of work has always been attractive to me.”

Simpson Thacher & Bartlett LLP:

“Al is a true leader in the industry, whose combination of corporate law expertise and deep subject matter (and regulatory) knowledge are unmatched. In addition to being an accomplished practitioner, Al is the embodiment of a ‘high integrity’ individual, and we have been honored to work alongside him for many years.”

–Anthony Vernace, Partner

Catherine Tornabene leverages her background in computer science to help Aurora lead the way in autonomous vehicle technology

By Zach Baliva

Catherine Tornabene has never been one to sit down and chart out a five- or ten-year career plan, but she doesn’t lack ambition or discipline. In fact, she’s attended some of the country’s top universities and worked for a few of the world’s most valuable brands. But, instead of just climbing the corporate ladder, she follows what grabs her interest and looks for places where she can be open, authentic, and curious. The approach has led her to develop a unique expertise in engineering and law that she’s now using as an intellectual property (IP) lawyer at a leading autonomous vehicle company known as Aurora.

Tornabene grew up in the Bay Area of California and enrolled at the University of California, Santa Cruz (UCSC) to study English literature and history. She was settling into

her first year when something in the catalog caught her eye. UCSC offered a course called “Beginning Programming for Social Sciences Majors” where social sciences and humanities students would learn basic programming skills and problem-solving techniques to aid their research.

The class seemed interesting. Tornabene signed up and enjoyed the lessons. And as she learned to write code and harness the power of data, a new world opened to her. She switched to a double major in history and computer science, which later led her to pursue a master’s in computer science at Stanford University.

Upon graduation, Tornabene started her career as a software engineer at a small but growing company. The work changed in 1999 when that company was acquired by com -

puter services giant Netscape. Netscape was acquired by AOL, AOL merged with Time Warner, and suddenly, Tornabene was a senior software engineer at the world’s largest media company.

Although she enjoyed her work, observing and experiencing the sequence of events leading to the merger sparked something in Tornabene’s mind. “I already had a natural interest in the law, and watching all of these mergers and acquisitions made me want to learn more,” she explains. Tornabene’s curiosity took her to the University of California’s Hastings College of Law, and she started her second career as an associate at Skadden.

It didn’t take long for Tornabene and her mentors to see how her experience in programming and engineering could be an asset. She moved into the firm’s IP and

Catherine Tornabene Deputy General Counsel, IP Aurora

technology group and later left for an in-house role at Google, where she spent more than eight years as an intellectual property counsel.

In 2017, Tornabene left Google to join Aurora just six months after Chris Urmson (former chief technology officer at Google’s Self-Driving Car Project) started the company along with cofounders Sterling Anderson (of Tesla Autopilot) and Drew Bagnell (from Uber and Carnegie Mellon University). Leaving one of the most iconic multinational tech companies in history for an up-and-coming start-up may sound risky, but Tornabene was convinced it was the right move for her. “This was a once in a lifetime chance to think through uncharted legal issues associated with a new industry,” she explains. “I’ve followed my curiosity throughout my entire career, and it’s never let me down before.”

An expert leadership team guiding a “mission-driven company with a deep bench” also helped ease the transition. Aurora is built to provide services related to both autonomous trucking and passenger mobility. The company will make roads safer and help make trans -

portation a more accessible experience. That mission resonated with Tornabene. Her father, an ER physician, treated patients involved in traffic collisions. Her grandmother had to rely on others for transportation after she stopped driving in her eighties.

When Tornabene started at Aurora, she was helping a small legal team form partnership agreements and handle foundational corporate matters. As her team and the company grew, she moved into more of a traditional role to build Aurora’s IP portfolio and protect the “significant innovation” behind the Aurora Driver platform.

The Aurora Driver combines sensors that gather information, software that maps the best route, and a computer that integrates these elements with any vehicle type from sedan to semitruck. Partners and customers will use the technology for autonomous long-haul trucking, goods delivery, and people movement. Tornabene and her team have worked to protect all components, including those in Aurora’s FirstLight Lidar, an advanced long-range imaging system that generates an

“I already had a natural interest in the law, and watching all of these mergers and acquisitions made me want to learn more.”

accurate 360-degree view in real time to let vehicles react to changes in the environment, avoid obstacles, stop for pedestrians, and complete a safe journey.

The system can work on various vehicle platforms, and Aurora is now outfitting vehicles for Toyota and moving freight for Uber and FedEx. Before long, fleets of driverless cars, taxis, and semis will be crisscrossing the roads and highways of America. It’s an exciting time at Aurora, and although Tornabene doesn’t know exactly what’s in store, she’s looking forward to the journey ahead. “I may not have the exact map,” she says. “But my passion for lifelong learning has taken me far, and I intend to go wherever the road may lead.”

We are proud to work with Catherine Tornabene and applaud her accomplishments at Aurora and Google.

Catherine’s drive and perseverance are commendable and what make her a role model for women in STEM and the law.

Dority & Manning, P.A.:

“Catherine is an ideal partner in the legal field. She stands out in the IP industry due to her deep-rooted technical expertise, integrative work style, and ability to build talented teams.”

Patent Law Works specializes in intellectual property (IP) law. Our attorneys are knowledgeable, engaged, and strategic in partnering with our clients to provide them with the highest level of legal services and protection of their IP.

www.patentlawworks.net

–Erik Sivertson, Principal

TRANSF TRANSPO

The race to a fully functional autonomous fleet is heating up. Olivia Tsai, Cruise’s head of IP, is building a strong patent portfolio to keep them in pole position

By Zach Baliva

ORMING R TATION

Olivia Tsai likes to take the company car for a spin. She was actually once Cruise’s top rider, though she says a car like Poppy takes some getting used to. At first glance, Poppy looks like a white Chevrolet Bolt, but it’s no standard electric vehicle. There’s no steering wheel. Or pedals. Or mirrors. Instead, an array of high-tech sensors and cameras help it navigate the busy streets of San Francisco. Poppy isn’t a normal car—it’s a fast-thinking, self-driving autonomous vehicle that’s about to change our roads and cities forever.

head of intellectual property, Tsai leads a team that is responsible for building its patent and trademark portfolio and securing the intellectual property (IP) rights that protect the inventive designs and solutions that Cruise develops. “Innovation is what makes Cruise special,” she says. “A good IP strategy will let that work continue.”

A self-driving fleet of electric cars might sound like science fiction, but Cruise vehicles have already crisscrossed the Bay Area—logging millions of miles with and without passengers. Cars like Poppy use complex sensors to “see” around objects and map precise locations. They’re constantly calculating efficient routes, reacting to changes, and sending data back to their engineers for continuous improvement. Cruise’s leaders say the safe, shared, electric, self-driving vehicles will save time, reduce emissions, and reduce accidents.

Cruise’s engineers have solved complex problems that once plagued the industry. For years, test vehicles in the entire industry struggled with unprotected left turns. But by 2019, Cruise had released a video showing its cars executing 1,400 left turns in one twenty-four-hour period. According to Cofounder, President, and CEO Kyle Vogt, “By safely executing 1,400 [left turns] regularly, we generate enough data for our engineers to analyze and incorporate learnings into code they develop for other difficult maneuvers.” These are the types of innovations Cruise’s engineers work so hard to achieve.

It’s a big vision in a crowded space, with companies like Aurora and TuSimple racing against Cruise to be the first to make a splash in the marketplace. As the company’s assistant general counsel and

Vogt studied at MIT before cofounding Twitch, an interactive livestreaming service that was acquired by Amazon for $1.1 billion. He started Cruise in 2013 and attracted

parent company General Motors (GM) three years later. When Tsai joined the start-up in 2017—coming from networking giant Cisco—Cruise allowed her and other employees to use its fleet as a ride-sharing network. Today, after investments from GM, Honda, SoftBank, T. Rowe Price, Walmart, and others, the company has 2,500 employees and a valuation of over $30 billion.

Cruise is working to expand its ride-hailing and delivery services. Tsai, a former MIT engineer with fifteen years of experience at tech companies of all sizes, has developed the right skills to help Cruise flourish. She started her career at a firm, preparing patent applications for

Olivia Tsai Assistant General Counsel and Head of IP Cruise

Fortune 500 companies, before moving to Sandia National Laboratories, where she led IP development and strategy for a robotics division. While at Cisco, she built patent portfolios for divisions including Meraki, protecting the acquired cloud-networking company’s line of products and services.

“I’ve learned to be flexible and pivot, and those skills help lawyers find success in fast-moving companies,” she says. Alongside Cruise’s rapid pace, Tsai has worked tirelessly to implement documentation, policies, and procedures that will help the company scale. She recognizes the value of collaboration and cofounded an IP industry working group,

Courtesy of Cruise

Allied Transportation Association, with Kurt Brasch of Uber. Tsai is also contributing to the organization’s corporate culture; in 2018, she cofounded an Asian and Pacific Islander Employee Resource Group with Dan Kan, Cruise’s cofounder and chief product officer.

Tsai is confident that Cruise will continue to innovate. In 2020, her colleagues introduced the Cruise Origin, a driverless delivery van built for up to six passengers. The following year, California granted Cruise a driverless taxi permit. Vogt was its first passenger. He got in the car (named Sourdough), pressed the “start ride” button, and rode safely to his destination. As he exited, Sourdough pulled into traffic and disappeared into the San Francisco night.

Cruise hasn’t yet announced when it will begin wide-scale deployment of ride-hailing services for the public, but Tsai can’t wait to introduce Poppy, Sourdough, and the entire driverless fleet to her friends.

to Expedia

By Will Grant

When you come across Krista Mirhoseini’s CV, it can be a little overwhelming to view her list of specialties. There are thirteen, currently. There are attorneys who spend their entire careers building out one or two exclusively, and then there are those like Expedia’s director of intellectual property, whose career path branches off in multiple directions, sometimes reconnecting to its original source and sometimes going its own way entirely.

Mirhoseini speaks almost apologetically of her own résumé, as if navigating the twists and turns of a lawyer and leader who has continued to challenge herself in her third decade of practice is somehow an inconvenience in its multiple chapters.

Mirhoseini originally went to law school with the intent of practicing environmental law and did that for a while, but she has also practiced business law, employment law, and products liability litigation, and served as a large art studio’s in-house counsel. None of those appear in her current areas of focus. But she’s used all of these past experiences as stepping-stones as she has grown into new arenas.

“I remembered being in my twenties and not knowing what I wanted my career to be,” Mirhoseini recalls. “I now know that you don’t have to know what you want to do with the rest of your life at twenty . . . or thirty, or forty, or even fifty. You can keep changing. I am now past the halfway point of my legal career and still expect to keep changing.”

That mindset of continuous growth has deep roots. Mirhoseini’s Iranian-born father immigrated to the US seeking opportunity and eventually became a cardiovascular surgeon; he also

Krista Mirhoseini brings a desire to constantly grow new skill sets

Krista Mirhoseini Director of Legal & IP Expedia

did research to develop new surgical procedures throughout his career. He continues to do research in retirement, even applying for patents. He may not be picking up scalpels anymore, but he remains committed to learning.

Mirhoseini says his example has stuck with her throughout her career. Her father’s desire to never stop learning wasn’t just hereditary, it was infectious. “I see a lot of my father in my own evolving career,” the director says. “It’s hard not to be inspired.”

Just take the lawyer’s present in-house post at Expedia. Mirhoseini had little tech experience. But she had an interest in intellectual property (IP) and working with creative people, built from her years at Chihuly. For example, she did not know much about digital marketing until she came to Expedia, but can now assist with trademark claims related to such three-letter-acronyms as SEM (search engine marketing), SEO (search engine optimization), and SLP (search landing page).

How did a lawyer with little experience in the space become one of Managing IP ’s “In-House Ones to Watch” of 2021?

“It was a steep learning curve when I joined Expedia, but I just kept asking questions, and still do,” Mirhoseini says. “One of the things

I love about in-house practice is learning from the business teams you support. Whether it’s a software engineer developing a new product or a marketing manager working on a new campaign, the more people you work with, the more you learn. I have always tried to maintain the mindset of not being afraid to ask questions or feeling like I should always have the answer at hand for the client. You can’t have all the answers in-house, so you have to be comfortable learning—and often quickly— on the job.”

Over the last four years, Mirhoseini’s willingness to learn—and particularly her willingness to get involved—has kept her busy. Her experience has extended far past her initial IP knowledge. That’s how she built her digital marketing knowledge, expertise in IP licensing and protection, and developing skills in evolving areas touching intellectual property, including social media and, most recently, NFTs. She still dips her toe back into litigation, supporting Expedia’s litigation team when IP claims aren’t readily resolved.

The lawyer is mentoring other women at Expedia and, while her current mentees in Expedia’s Mentoring Program are not in the legal department, Mirhoseini speaks of her mission to help others believe that they

“It only takes that one person who is able to see the bigger picture—what else you bring to the job, your curiosity—and give you the next opportunity to grow.”

can move far beyond what resembles their current work.

“Not all recruiters or hiring managers see beyond immediate experience and are too focused on checking the boxes of a job description. Rejection can feel daunting and overwhelming when you are looking for a new role. But it only takes that one person who is able to see the bigger picture—what value you bring to the job, your curiosity— and give you the next opportunity to grow,” Mirhoseini explains.

Mirhoseini also strongly advocates utilizing one’s social and professional networks to find that person. She understands that those more junior in their careers may have some apprehension about reaching out, but “being a little brazen” can go a long way in helping find one’s next opportunity. And she believes most people enjoy helping if asked.

Finally, the lawyer says that it is only natural to feel like an imposter from time to time. It’s advice that she’s given her children, who are starting their own careers. It’s a feeling that can be lessened by life experience and building up confidence.

At a time when “imposter syndrome” has been widely documented as a legitimate phenomenon, it somehow feels weightier coming from a leader who has proven time and time again that the only way to grow is to grow. Mirhoseini is not afraid to lean into the unknown, and she hopes you won’t be, either.

Kelly IP is pleased to join Modern Counsel in congratulating Expedia Group’s Krista Mirhoseini on her outstanding accomplishments.

Kelly IP and its team of lawyers are trademark, copyright, and domain name counsel for a broad range of national and international clients, including in the automotive, software and technology, entertainment, publishing, pharmaceutical, education, financial services, travel, lodging, and hospitality fields.

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Amie Nolan-Needham finds the perfect combination of in-house counseling and social justice activism at General Motors

It all started with Atticus Finch. It’s a name that pops up a lot when speaking with lawyers; the fictional attorney from Harper Lee’s To Kill A Mockingbird has inspired more legal careers than could ever be fully tallied. Amie Nolan-Needham, assistant general counsel for General Motors (GM), can be counted among that number, but in truth, her amazing grandmother deserves a fair share of the credit.

By Billy Yost

Nolan-Needham spent her summers in Oklahoma with her grandmother, a retired librarian who had obtained both an undergraduate and a master’s degree (a rare feat for a woman born in the early 1900s). They would visit the library and bypass the children’s books section every time.

“We would go straight to the classics,” the lawyer remembers. “Every night I would curl up in bed, and she would read to me for hours.” It’s where the future lawyer would encounter Atticus Finch, along with Tom Sawyer and Jane Eyre.

But Nolan-Needham developed more than a passion for the law: those reading sessions with her grandmother were also where a lifelong passion for social justice first took root. And even though Nolan-Needham has spent one career in corporate law,

Amie Nolan-Needham Assistant General Counsel General Motors

Deb Wallace

her commitment to and action on behalf of underrepresented minorities has been another career unto itself.

Going in-house wasn’t a path NolanNeedham thought she’d ever take. “My early life, I was training to be a partner in a law firm,” the AGC says. “I really thought it was my calling.” She made partner at Thompson Coburn in 2009 and continued her career as a shareholder at Littler Mendelson. However, she ultimately came to an important realization.

“I do hear this from a lot of other in-house attorneys, but it’s so true,” Nolan-Needham says. “As an outside counsel, you’re really placed in a role that is most often a reactive one. The clients call you when there are problems. You never see how your work fits into a larger picture. That strategic picture and the broader relationship-building involved is always something I loved about practicing, and it was a craving I could finally give into.”

Nolan-Needham came to GM in 2019, six months before a pandemic that would fundamentally change her experience as both a leader and mother.

“The pandemic is horrible for so many reasons; there is so much personal loss that has occurred in [terms of] people losing family members and friends and more broadly a connection with each other,” she explains. “I have

also tried to find the silver linings in such a stressful time.”

The mother of two says the last couple years have given her the chance to watch her son Noah grow up in a way she was simply unable to with her older son Eli. She says the broader GM team has leaned into the humanity of remote work, welcoming the oddities that come hand in hand with working from home, whether that’s a noisy pet or, as happened in her own interview with Modern Counsel, her children returning home from the beach.

But it hasn’t made work for a generally conservative profession any easier. “As a practitioner, it’s really been the Wild West,” Nolan-Needham says. “Lawyers love certainty and they love rules. The pandemic threw everything out the window.”

Thinking outside the box had to become the standard, especially when GM was asked to temporarily convert its car manufacturing facility in Kokomo, Indiana, into a ventilator manufacturing site for the federal government, churning out tens of thousands of life-saving ventilators in the process.

“It was like nothing we had ever seen before, and hopefully something we won’t have to see again,” the AGC says.

The exact opposite is true of the time Nolan-Needham spends outside the office. Some work has already been done on behalf

“[The pandemic] was like nothing we had ever seen before, and hopefully something we won’t have to see again.”

of minorities and underrepresented populations, but the attorney is hoping to see those efforts and issues become a more prominent part of the national conversation.

Nolan-Needham has served on countless boards and charities, especially those advocating for the rights and representation of the LGBTQ+ community. She has helped the Victory Fund further its mission of helping elect LGBTQ+ candidates from school board seats to national office. While living in St. Louis, she worked with the Food Outreach organization, which provided meals and services to patients who were HIV positive.

On behalf of the St. Louis Urban League chapter, Nolan-Needham helped bring light to social issues, including the multitude of murders of African Americans by police, and with the Wyman Center, she helped provide long-term support for at-risk children throughout elementary school, college, and into their careers.

The AGC says she’s guided by the amazing example provided by Rabbi Susan Talve, the founder of the Central Reform Congregation in St. Louis, who has an inextinguishable passion for social justice. “She talks about the holy chutzpah, and boy does she have it,” the AGC says, laughing.

But it takes one to know one, and there is no doubt that the fire inside Nolan-Needham that was lit by her grandmother and fed by her compassion for her community continues to rage on. Atticus Finch would be proud.

Littler:

“Through bold and collaborative leadership, Amie achieves her goals unfailingly. The powerful and exponential impact resulting from the committed mentorship she provides so many others in pursuit of theirs is among her greatest accomplishments.”

–Kim Yates, Shareholder

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Katie Neville’s family tree might as well have its own JD, and the senior counsel does her family proud at Hyundai

By Billy Yost

Katie Neville Senior Counsel of Dealer Relations & Litigation Hyundai Motor America

Ryan Miller/Capture Imaging

If you’re not a lawyer, you’re going to have trouble at a Neville family gathering. Katie Neville, senior counsel for dealer relations for Hyundai Motor America, has to take at least a few breaths when listing her family’s intersection with the law. Both of her parents earned their stripes as prosecutors for the Cook County State’s Attorney in Chicago. Her father’s two older brothers did the same. Her aunt married another state’s attorney. Four of Neville’s cousins also practice (two work together in-house) and one is a judge.

Neville’s family is so immersed in the law that it was affecting her sleep schedule as a child. “At one point, I think my mom sat my dad down and told him that he either needed to come home before bedtime or after, because he was showing up in the middle of it and messing up our whole routine,” she remembers, laughing. “I think that’s what motivated him to leave private practice.”

While the family business was firmly established even before she came into the world, Neville had to find her own way there. In college, she pursued journalism, filled with a desire to tell stories that could ultimately help right wrongs and fight injustice. But the reality didn’t match up to her expectations, and Neville returned home to work as a bank teller for the small bank where her father has worked as vice president for over twenty-five years.

“The law was what I’d been surrounded by my whole life, so I decided to take the LSAT,” the attorney explains. “I wasn’t sure at the time, but now I know I made the right decision because I love being in-house.”

Prior to coming to Hyundai, Neville built out substantial firm experience while trying to figure out exactly where she belonged in the legal world. She excelled in litigation, but she knew it wasn’t what she wanted to spend the rest of her career doing. It wasn’t until she was recruited to do a combination of transactional work, litigation, and counseling in the relatively niche franchise dealer law that the path became more apparent.

Neville made the transition in-house in September 2019, and by the sound of it, it’s exactly where the lawyer belongs.

“We’re continually looking for new ways to support our dealers and improve our presence with customers.”

“I arrived shortly after our new CEO came on board, and there’s been a big focus on the dealer network,” Neville explains. “We’re continually looking for new ways to support our dealers and improve our presence with customers. Our legal group has been front and center for a lot of these discussions, so the work has kind of exploded.”

When Neville joined the company in the third position in her department, one attorney was out on maternity leave. That left two people and one was a new hire. Neville explains that no company is able to simply pause business while one experienced lawyer tries to handle everything, so the pressure was on.

“There was no choice but to acclimate quickly,” Neville says, frankly. “I was fortunate to have the legal background in franchise and all of the work I had done in the space, so I was able to make recommendations to my boss and establish confidence and trust with him. It was like being thrown in the deep end, but I think it was the only way to go.”

There has been so much work, in fact, that Neville’s team has grown to five, and she says every attorney on the team would agree they’re all handling a maximum (and then some) workload.

The transition to working from home mere months after joining the company has made establishing rapport and confidence in the rest of the business challenging, without the outside meeting chats or walk-and-talks. However, Neville says Hyundai’s meeting-friendly culture keeps people connecting early and often.

“I think we’ve all had to work a little harder and longer to find that time to connect, because you need to schedule it with people,” Neville says. “It can make for some long nights, but it’s the right thing to do.”

In the year ahead, Neville says she’s excited to see what recently promoted General Counsel Jason Erb will push ahead as major priorities and initiatives for the legal team. She expects cross-functional work and counseling between departments to continue to grow, especially when it comes to dealer law, transactional work, and how it intersects with Hyundai’s products team.

While the approach may be evolving, the lawyer says her team’s goal is still well-established.

“There’s no secret that Hyundai is looking to grow our market share, and to do that, our dealers need to sell more cars to our customers,” Neville says. “Our team will be tasked with helping the business develop new ways to support our dealers and the experience for our customers. I think it’s going to be a big year.”

Nelson Mullins Riley & Scarborough LLP:

“Katie is a talented, diligent attorney and an asset to Hyundai. I’ve enjoyed my time working with her and look forward to collaborating on future matters.”

–John Streelman, Partner

Hogan Lovells is proud to join Modern Counsel in recognizing Katie Neville on her many accomplishments at Hyundai Motor America. We wish her continued success.

our friend and client, Katie Neville, on her thoughtful leadership and outstanding accomplishments at Hyundai Motor America.

are proud to partner with Katie and her colleagues at Hyundai

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

Ellen Ginsberg

SVP, General Counsel, and Corporate Secretary Nuclear Energy Institute

Courtesy of Nuclear Energy Institute

A Legal Institution

Ellen Ginsberg details her evolving leadership and high-stakes litigation at the Nuclear Energy Institute

By Billy Yost

ELLEN GINSBERG ISN’T JUST A SENIOR VICE president, general counsel, and corporate secretary at the Nuclear Energy Institute (NEI), she is a thirty-plus-year veteran whose original plan was to stay only a few years and return to the law firm from which she came.

In the decades Ginsberg has been with NEI, the organization has had five CEOs —she is the only executive remaining from the previous CEO’s tenure—but the evolution at NEI hasn’t rattled her. Instead, she’s embraced the change. Ginsberg remains enthusiastic about her job because she believes in what she does: advancing nuclear energy as a key component to addressing climate change and using it to raise the standard of living for many communities. She sees a bright future and freely points to nuclear energy’s attributes of carbon-free generation with 24/7 reliability.

Each of the successive CEOs brought a fresh vision for the organization and offered her the opportunity to continue to grow into new leadership areas. “Our current CEO, Maria Korsnick, is energetic, driven, and has great vision,” Ginsberg

explains. “She’s given me the opportunity to jump into subjects and projects in which I hadn’t previously had much involvement.”

The new opportunities have been both energizing and challenging.

Up to the Challenge

As challenges go, 2018 was a banner year for NEI and Ginsberg. Although NEI won a landmark victory in federal court, it was not a battle the organization wanted to have to fight: the organization was sued by a former member seeking continued access to a NEI members-only service.

“This was a little bit of a David versus Goliath situation,” Ginsberg explains. “NEI employs just one hundred people. We’re not just member-driven, we’re member-funded. We were going up against a multibillion-dollar company with teams of lawyers at its fingertips. I am pretty sure that they didn’t think we were up to the challenge.”

The litigation lasted ten months but involved an extremely compressed discovery and briefing schedule. While on a much-needed few days off, Ginsberg checked in with her CEO. “I told her that, at each of the many churches we toured, I prayed to the God of Summary Judgment,” she jokes.

Be it prayers, excellent lawyering, or a combination thereof, NEI emerged victorious on all counts with no appeal. “I felt that the work we had done put us

in a favorable position,” Ginsberg says. “Obviously, you never know what the court is going to decide, but I strongly discouraged softening our position.”

While it was the right decision, maintaining that stance couldn’t have been easy as the suit presented what felt like an existential threat. The damages sought were in the tens of millions of dollars, hardly pocket change for any trade association.

Ginsberg exudes a sense of pride in the achievement but is quick to note that NEI would rather focus on meeting its members’ needs and acting as a unifying force for the industry.

Expanded Approach

Ginsberg, who also serves as corporate secretary, says the current CEO encouraged her to take on improving the nature, quality, and substance of NEI’s governance meetings and other boardlevel interactions. The changes have led to increased member engagement and support for the organization.

“I really enjoy this work because it not only leverages my legal skills to ensure our compliance,” she explains, “but also requires creative thinking to use the governance platform to gain critical insights from members to advance our efforts on their behalf.”

Recently, Ginsberg widened her responsibilities into another increasingly important area. As NEI’s emphasis on an equitable energy transition

expanded, she volunteered to lead the organization’s efforts to ensure that the nuclear energy industry addresses the environmental justice issue head-on. Ginsberg is enthusiastic about this work because it has allowed her to present the industry’s ongoing efforts to the US Nuclear Regulatory Commission and in other forums, as well as learn from environmental justice thought leaders.

In 2021, she led the effort to establish the industry’s environmental justice principles. “That was no mean feat,” she says. “With the multitude of members and perspectives, it was critical to get every word right and gain consensus on each principle.”

Looking back on her career at NEI, Ginsberg largely credits her success to maintaining strong relationships with colleagues in the nuclear bar, the government, and other associations. She laments that many of the lawyers she has worked with and relied on have retired, but she recognizes that, as she says, “It’s incumbent on me to figure out how to embrace those who follow them.”

“There are many people who begin in government, develop great skills and knowledge, and wind up in a law firm or move up in the ranks of the agency for which they work,” she adds. “It’s so important to develop relationships with lawyers who span the spectrum, as they often are the key to understanding an industry issue or agency position.”

“We were going up against a multibilliondollar organization with teams of lawyers at its fingertips. I’m pretty sure they didn’t think we were up to the challenge.”

Ready for the Storm

SOME PEOPLE RUN AWAY FROM CHAOS, BUT not Stevan Verkin—he runs towards it. “Hard times give birth to opportunities,” he says. “Every time I’ve worked through a difficult circumstance and managed it to a successful conclusion, I’ve grown both as a person and as a lawyer.”

By Zach Baliva

Today, Verkin serves as vice president of legal, global counsel, and real estate at TechnipFMC. The international publicly traded company delivers projects, products, technologies, and services to the energy industry, domiciled in the United Kingdom with operational headquarters in Houston, Texas. He started as legal counsel at Technip in 2007, staying more than fifteen years for the chance to evolve alongside the company. Success has depended on Verkin’s ability to navigate both normal and uncertain times in a cyclical and volatile industry.

Verkin and Technip were a good match from the start. The young lawyer, who grew up outside of Houston, knew he wanted an in-house role and feared it might be hard to land an entrylevel job without firm experience. Technip’s regional office in North America needed two junior attorneys and was willing to provide

After fifteen years as an in-house attorney in the volatile oil and gas industry, TechnipFMC’s Stevan Verkin is prepared to meet any challenge head-on

Stevan Verkin VP of Legal, Global Counsel & Real Estate TechnipFMC

Courtesy of TechnipFMC

training. Verkin interviewed, accepted one of the positions, and committed to completing an eighteen-month stint in a contracts group to acquire operational experience.

With the assignment complete, Verkin was ready to become a more traditional legal advisor to his counterparts on the business side of the company. “It takes really being embedded within the moving parts of many projects to understand how the company serves its clients and makes money,” he says.

In 2010, Verkin received a larger role in Technip’s corporate legal team and moved to Paris, where he served initially as senior legal counsel responsible for Technip’s sub-sea assets and technologies, and thereafter for global legal business and operations. That’s when some of the chaos and difficulty emerged. The US Department of Justice charged Technip with violating the Foreign Corrupt Practices Act by bribing Nigerian government officials in exchange for lucrative contracts. Technip signed a deferred prosecution agreement and entered into a two-year monitorship. Verkin, wanting to learn a new area of the law and help his company navigate a hard situation, moved into the company’s corporate compliance department to help build a global ethics and compliance program and manage the deferred prosecution agreement monitorship. “I accepted the challenge without hesitating, because I wanted to do something new and build new skills and relationships,” he says.

During this important era, as vice president of corporate compliance, Verkin worked to create a new global ethics and compliance program, as well as corporate and regional compliance teams. With the support of Technip’s

board of directors and executive leadership team, he worked diligently with the chief compliance officer to develop an effective and efficient ethics and compliance governance structure with appropriate policies procedures and trained regional teams to implement the new program. According to Verkin, “the key to setting up an effective ethics and compliance program is to truly understand the business and operations of the company.” To do this, together with Technip’s chief compliance officer, he traveled to almost every company location to assess the local operations and ensure the company’s program design mitigated risks effectively.

In 2015, Verkin returned to Houston. Two years later, Technip merged with FMC Technologies to form a massive new company, TechnipFMC, valued at $13 billion. With the deal complete, Verkin became the new company’s legal director of antibribery and corruption. Shortly thereafter, new allegations surfaced involving historical bribes to Brazilian officials, and the lawyer found himself in the middle of another corruption investigation. Verkin worked with his chief compliance officer and general counsel to negotiate another deferred prosecution agreement with the Department of Justice and related leniency agreements with Brazil’s government. They finalized those settlements in 2018.

After eight years on the job in compliance, Verkin helped create a global compliance program, built a global team, and led his company through two major corruption investigations with authorities in multiple countries and continents with successful resolutions. The string of victories and his in-depth knowledge of the business paved the way for him to move into an expanded

“I accepted the challenge without hesitating, because I wanted to do something new and build new skills and relationships.”

scott.marrs@akerman.com

role as director of legal operations for the Americas in 2018. Then in 2020, to further his integration with the business, he took on an additional role managing the global real estate and facilities functions.

In 2021, Verkin acted as the lead lawyer in a critical spinoff transaction that formed two separate publicly traded companies, TechnipFMC and Technip Energies. TechnipFMC delivers projects, products, technologies, and services to both the traditional and new energies industries in the sub-sea and surface technologies business segments; Technip Energies is a project, services, and technologies company primarily focused on the onshore liquefied natural gas, hydrogen, clean energy, and carbon dioxide management segments of the energy industry.

TechnipFMC is now a lean and strong company positioned for growth. As its leaders chart a path forward, Verkin monitors the ongoing global pandemic closely. “COVID-19 has had a huge impact on all energy companies and puts us all in a difficult business environment,” he says. The oil and gas industry faces a lack of capital, and TechnipFMC has not been immune to the layoffs that have plagued its competitors. Plus, variants pose a major risk for large companies with dozens of multimillion-dollar vessels scattered around the world in locations where mask mandates, lockdown rules, employment procedure, and testing policies vary.

Verkin is responding as he always has in difficult times— by meeting the challenge head-on. He’s worked to ensure employee health and safety, while also participating in local and global incident management teams that ensure critical services continue without interruption. In doing so, he’s providing junior lawyers opportunities to interact on new teams and develop the skills they’ll need to advance in their careers.

“Stevan is whip-smart,” says Todd Mensing, partner at Ahmad, Zavitsanos, Anaipakos, Alavi, & Mensing PC. “He has vast experience in the subsea and surface technology and business space. This combination makes him an invaluable asset on any matter. We are lucky to work with him.”

During his fifteen years at TechnipFMC, Verkin faced many trials and challenges, but none of the temporary setbacks have eroded his passion for his company or his commitment to the legal profession. “Whatever comes your way brings a valuable experience,” he says. “Lawyers are always going to experience conflict. We might as well learn from it.”

Akerman applauds Stevan Verkin for his visionary leadership and impressive career. We are proud to work with Stevan and TechnipFMC.

We help the world’s most successful enterprises to navigate change, seize opportunities, and overcome barriers to innovation and growth.

Scott D. Marrs Houston

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Together, we are changing how your lawyers work for you.

Rites of Passage

Eugene Kim’s IP expertise is on display at Twilio—and now he wants to help increase the bar passage rates for students of color

By Billy Yost

THE EVOLUTION OF PERSONAL AND professional goals throughout the course of a career can be a story unto itself. That’s certainly the case for Eugene Kim, senior director of intellectual property at Twilio Inc., a customer engagement platform provider. Kim, a veteran of future-focused tech companies, manages priorities for acquisition-prone organizations, as well as patent, trademark, and open-source initiatives across a wide breadth of areas.

But as Kim finds himself in the autumn of his career, he’s poured more and more of his efforts into those around him, seeking out mentoring opportunities, both formally and casually, and looks to invest his time in addressing the troubling disparity in bar passage rates for students of color.

It’s the sign of a lawyer whose resume speaks for itself, and whose compassion, humility, and gratitude continue to play out on multiple fronts. The goal is simple: he wants to make the legal space a better one for those who succeed him.

Kim assumed lead intellectual property (IP) counsel roles for Twilio in 2018 after amassing a track record of IP excellence at Nimble Storage, Zynga, eBay, and several firms prior to going in-house. The son of Korean immigrants seeking a better life for their kids, Kim’s parents seem to have handed down tech-minded genes to their son.

“In the early seventies, my father had the foresight to move from teaching physics into a nascent computer industry, and I think that’s how everything started for me,” says Kim.

It certainly wasn’t a clear path. Kim majored in electrical engineering at Brown University and worked in the field, before contemplating business school. There was just one problem: Kim found more interest in politics and current events.

“My close friend, who was attending law school, suggested that I should try law school,” Kim recounts. “It was probably the first time I had even given the idea a Erin

Ashford

“In the early seventies, my father had the foresight to move from teaching physics into a nascent computer industry, and I think that’s how everything started for me.”

thought. I was always more of a math- and science-oriented person, but I figured if I didn’t like it, I’d just quit.”

Kim’s math and science background made him an ideal fit for patent law, and it eventually moved him from his Colorado practice to the heart of Silicon Valley. Kim’s broad career comprises patent licensing, patent acquisition, and patent litigation at eBay during their period of heaviest growth, including working with eBay’s strategic acquisitions of PayPal, Skype, and others.

The attorney followed former eBay Deputy General Counsel Jay Monahan to Zynga, the creator of the FarmVille craze of the early 2010s. Monahan was the driving force behind the landmark eBay Supreme Court decision and the architect of eBay’s Verified Rights Owner Program. Zynga was an ideal fit both for the mentor Kim followed and the social game developer’s focus.

“It was great because they were closer to an IPO, and I had the opportunity to be the first patent attorney,” Kim says. “I’ve been a gamer all of my life. Zynga was expanding gaming beyond the traditional realm of gamers. There were a lot of nontraditional gamers playing FarmVille.”

Kim has aided many acquisitions from both sides of the table. This experience came in particular handy at Twilio with the 2020 acquisition of customer data platform Segment. The work required significant cross-functional partnership, especially as the deal mostly took place remotely, because of the COVID-19 pandemic. Acquisitions of cloud communications company ValueFirst and data security company Ionic Security followed.

The Segment acquisition, however, will always be the most memorable for Kim. It coincided with his prostate cancer diagnosis and treatment. Kim downplays it, saying that many cancer patients have

Eugene Kim

Senior Director of Intellectual Property Twilio

been through much more, and that his relatively short period of successful treatment pales in comparison to some others touched by cancer. Kim is thankful to God for his early diagnosis and quick post-surgery recovery, and also to his family and friends for their support and prayers. It’s that deep sense of humility evident within minutes of speaking with Kim.

That perspective now seems more important to Kim than ever. It informs, as he says, “the work that I do with younger attorneys: providing advice, taking them out to lunch or coffee, and working with interns.” With great humbleness, he explains that “mentoring can provide a lot of support, particularly for people of color.”

Kim co-led Twilio in tackling its Mansfield Rule Certification, a well-known movement to increase diversity recruitment and promotion in law firms and legal departments. Kim credits former Twilio General Counsel Karyn Smith for taking the initiative to make the commitment.

Kim’s own mentorship also extends to opportunities through minority bar associations, such as the Korean Bar Association. And then there’s Kim’s next big focus: minority bar passage rates.

“I had my own personal struggles with the bar, and I benefited from mentoring, especially from the Colorado Hispanic Bar Association, who thankfully mentored all students of color,” Kim explains. “The passage rates are pretty shocking. Overall passage rates for California are between 50 and 55 percent, but those drop to the thirties for minorities.”

When it comes to hiring, internship opportunities, partnerships, and promotions for people of color, Kim says there is a lack of comprehensive data. But bar passage rates by gender and race, which have been historically publicly disclosed, are a good place to begin.

While those efforts will continue to occupy more of Kim’s time, he says managing his kids’ sports schedules has become a fruitful and enjoyable second career, along with supporting his wife’s role leading the children’s ministry of their church. The family man and skiing enthusiast doesn’t find too much time for himself, even this late into his career.

And yet, the list of people who have benefited from Kim’s role in their lives—personally and professionally—continues to grow.

Making His Way

Dell’s Peter Jovanovic on the unusual career path that’s taken him from the space station to private practice to one of the world’s leading tech companies

By Zach Baliva

WHEN PETER JOVANOVIC WAS SEVENteen years old, his friends were going to San Diego Padres games or hitting Pacific Beach, but he was busy working on the International Space Station. Jovanovic had landed an internship with Boeing and spent the summer as a programmer working in heater design and control. He learned a new coding language and wrote a program to keep data running on nineties-era microprocessors routed in the most efficient way. Although Jovanovic isn’t certain whether his work is actually part of the unit orbiting the Earth, the unusual experience confirmed his growing interest in software engineering and put him on a circuitous path to one of the world’s biggest tech companies.

That company is Dell, where Jovanovic now serves as legal director of

intellectual property (IP). He came to the organization as senior legal counsel in 2017, after gaining hybrid specialty expertise and experience in computer science and law.

Jovanovic’s two summers as a technical intern at Boeing propelled him forward to the University of California San Diego, where he studied computer science and mathematics. By 2001, he worked as a software engineer on largescale programs at Lockheed Martin by day and went to grad school at San Diego State University by night.

At first, Jovanovic was happy and fulfilled. Soon, however, he started experiencing the early signs of professional dissatisfaction and feared he was on the wrong career path. In his little spare time, Jovanovic read blogs on the intersection of law and technology. Late

one night, he saw his girlfriend’s LSAT prep book on a desk and realized the legal profession might provide an outlet for him to apply his engineering background in a different way. “Law and computer circuitry both require logical thinking, and there was a lot of overlap for me,” he explains.

Jovanovic signed up for the LSAT and received a high score, much to the chagrin of his girlfriend (now wife), who had studied for months as a political science major. He then enrolled at the University of California Hastings College of the Law and concentrated his studies on IP.

Despite knowing he would eventually land in-house, Jovanovic opted to start his legal career inside a firm. “I wanted to help a variety of clients to understand what the decision-makers

Peter Jovanovic Legal Director of IP Dell

Courtesy of Peter Jovanovic

really want and how they’re thinking about trademarks, copyrights, intellectual property, and the entire strategic portfolio,” he says.

in

property law and litigation.

The firm represents a wide array of clients, both domestic and foreign, in all areas of intellectual property law, including patent, trademark, copyright, litigation and prosecution, unfair competition and related licensing matters, and the attorneys of the firm possess expertise in a diverse range of technologies.

After about five years at a few Bay Area firms, Jovanovic felt prepared to leave private practice for a corporate role. He took a break from interviewing with numerous San Francisco startups to investigate an opportunity at Dell. He obtained an interview and noticed a culture fit right away. “Everyone I talked to inside and outside of the legal department understood the value in a strong patent portfolio at a growing tech company,” says Jovanovic. “I knew this was the place for me.”

While Jovanovic had never held an in-house legal position, the fact he had already worked in small and large companies as a software engineer gave him a sense of the corporate environment and helped ease his transition. Still, he focused on meeting as many people as possible to understand Dell’s inner workings.

“In-house lawyers need the ability to uncover nuances related to what their business colleagues are doing and figure out ways to help. That happens through relationships,” he explains.

Jovanovic’s previous experience developing software products gave him credibility and helped him establish rapport with Dell’s engineers, as he extracted the information needed to protect their inventions and innovations.

It was an interesting and important time in the organization. Dell recently had acquired EMC, a data storage and management company, for $67 billion in one of the industry’s largest deals of all time. Jovanovic

worked to support senior leadership to optimize the post-merger technology portfolio, as they made key decisions about what strategic assets best fit the rapidly evolving company.

Jovanovic also has built great relationships with outside legal counsel.

“Peter is a great legal partner, bringing a rare, deep understanding of law, technology, and business to drive strategy and develop optimal IP solutions. We’ve been fortunate to collaborate with him and Dell to help build their world-class IP portfolio,” says Aly Dossa, shareholder at Chamberlain Hrdlicka.

Today, as legal director of IP, Jovanovic has added patent litigation, negotiation, and open-source management services to his growing list of responsibilities. He also provides input on strategic direction and is getting more involved in areas like procurement, tax, sales, and marketing. While these areas may be outside of his core competencies, they have implications for Dell’s IP portfolio, and Jovanovic says the work helps him maintain his professional growth.

That’s an area he’s helping younger employees, attorneys, and law students explore as well, both at Dell and outside it. “Dell is a great place to work because people are always willing to help you continue your professional evolution. For example, there are numerous opportunities to volunteer for assignments outside of your core responsibilities. Similarly, I try to mentor newer lawyers as they look to find fulfilling work and navigate a large organization,” Jovanovic says.

Outside of Dell, the IP expert has another title—Professor Jovanovic.

Workman Nydegger specializes

intellectual

Peter F. Malen Jr. Carl T. Reed

He’s been teaching students the ins and outs of federal patent laws on an adjunct basis since 2017. Jovanovic designed his own class and aims to impart all the tips and tricks he wished he knew as a first-year associate.

“It’s a practical skills course that goes beyond the textbook to get hands-on,” he says. Jovanovic brings in inventors and leads mock exercises in which students interview clients and determine how to capture their technology in an effective document before explaining the merit of a patent application to an examiner from the United States Patent and Trademark Office.

Jovanovic finds fulfillment in helping students reach their potential while drawing motivation from his parents and grandparents. They came to the United States to flee communist Yugoslavia after World War II. “Their story and sacrifice lead me to be better each and every day,” he says. “I’m always pushing myself to improve, and I find new ways to mentor others and give back as I go, knowing the opportunity that has been given to me as a first-generation American.”

Workman Nydegger, PC.:

“It has been our pleasure to work with Peter for several years now, and we have always found him to be a smart, practical, and responsive, attorney. His dedication to his work and to DellEMC always shines through.”

–Pete Malen and Carl Reed, Equity Shareholders

At Chamberlain Hrdlicka, we understand sophisticated legal needs of tech companies, from IP, data privacy and cybersecurity to tax.

Our experienced IP and Data Privacy and Cybersecurity practices are valued by leaders of companies with a global presence seeking comprehensive next-level legal and technical advice. We anticipate trends and risks and design forward-thinking, customized legal strategies to help our clients protect and enforce their IP as well as proactively address complexities related to Data Privacy and Cybersecurity.

Steven Schwab

Senior Director, Deputy General Counsel, and Chief Compliance Officer

Thoma Bravo

Michael Schacht

The Unending Journey

Veteran lawyer Steven Schwab is well-positioned to build Thoma Bravo’s compliance team

By Zach Baliva

TAKE A CLOSE LOOK AT ANY OF THE world’s biggest software companies, and you’re likely to see Thoma Bravo’s fingerprints. The private equity firm has accelerated the launch of leading names in applications, platforms, and products. Their massive portfolio includes brands like Proofpoint, RealPage, J.D. Power, Instructure, and Dynatrace.

Together, companies in the Thoma Bravo family employ more than seventy thousand people worldwide, while generating over $21 billion in annual revenue. Since 2003, the firm has closed more than 350 software deals. And while many of them have been wildly successful, each investment comes with a certain measure of risk, and success is not guaranteed. Thoma Bravo’s Steven Schwab found the same has been true throughout his entire career.

Schwab works out of Chicago and joined the organization in 2015. He came in as Thoma Bravo was growing from

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Kirkland has successfully built a comprehensive suite of services to serve its client base at every stage of growth and through the lifecycle of funds. The group has grown and evolved with the market and its clients, adapting to accommodate the meteoric growth of many developing sectors and strategies. Its scale translates into significant benefits for Kirkland’s clients by improving efficiency, providing visibility into market trends and developments, and enabling data-driven decision-making.

Kirkland offers a deep regulatory and tax bench with a wealth of global experience. Several attorneys have held senior, policy-making, and enforcement positions in the key regulatory agencies governing the industry. This on-theground experience allows the group to help clients implement customized, practical strategies.

a small to mid-sized firm. Leaders hired the senior director, deputy general counsel and chief compliance officer to build out operational functions, establish formalized structures, and assemble a robust compliance program.

“There were parameters but no set roadmap, because growing organizations move fast, adjust course, and don’t always know exactly what they need or want,” Schwab says. Finding success required his staying one step ahead, while laying the tracks of his program in front of an already-moving train.

Growth breeds challenges and injects risk into the corporate environment, but Schwab has learned to embrace uncertainty. “I’ve often had to figure things out on my own, and that reality has taught me to lean on my skills and experiences,” he says. “We can never stop learning if we want to be effective lawyers.”

Schwab, an Ohio native, didn’t have a background in law and didn’t know any lawyers before enrolling at the University of Cincinnati College of Law. He realized early in his first year of law school that unless he made a change, he may be limited to a regional career in Hamilton County. That realization, combined with a passion for international experience and an interest in city life, led him to transfer to Loyola University Chicago School of Law after his first year.

Law school went well, and Schwab graduated with honors in a distressed economy that forced firms to reduce or eliminate new associate hiring. The circumstances left him scrambling for a job and led him to a bank seeking someone with junior attorney skills. At first, Schwab felt disappointed, but working on foreign exchange derivatives and other unusual financial instruments gave him a niche. Soon, he developed an expertise in these specialty product areas.

The events sat him front row at the inner workings of banks and businesses, where he developed the foundational skills of his career. “I learned things inside a bank that I never would have learned as a junior associate at a law firm,” Schwab says. “Success isn’t always just do A to achieve B. There is more

Michael Schacht

than one path that can take you to your goals.” Thirty months later, when Schwab joined Katten Muchin Rosenman’s financial services practice group, he brought with him a clear understanding of how financial institutions operate.

Schwab spent the next decade in private practice and in-house roles, and he’s learned from every success and failure along the way. Prior to joining Thoma Bravo, he was part of a promising start-up that closed due to an unsustainable business model. As general counsel, Schwab saw the negative impact of a struggling business on the people with whom he worked every day.

The experience led him to reevaluate what matters in life. “Everyone needs strong relationships, and you have to associate with people who will support you and give you the platform to succeed,” Schwab says.

Now, he prioritizes good relationships and meaningful work more than ever before. Two factors that led him to Thoma Bravo, and after learning of the job opening, Schwab moved slowly to build trust and ensure fit. In fact, the company built the role around his specific skill set.

Seven years later, Schwab has created the legal and compliance framework that supports the company’s growth plan. He came in when Thoma Bravo had one fund platform and $8 billion under management. Now, it has five platforms and more than $100 billion under management. The award-winning organization has gone from 55 to 160 employees and from two to four offices to become one of the largest private equity firms in the world.

Schwab models humility, transparency, honesty, and authenticity as he leads his team. In his department, it’s OK to admit you don’t have an answer, as long as you’re willing to go out and find it. “I want everyone I work with to know that they can and should ask questions to their

business colleagues,” he says. “Asking ‘why’ gets the other party to explain and allows a lawyer or compliance professional to understand the issue and get to the best outcome.”

“Steve’s strategic thinking, leadership, and overall excellence is unsurpassed, and it has been a pleasure to work alongside him,” says Katie St. Peters, investment funds partner at Kirkland & Ellis. “He is incredibly thoughtful around the issues that matter most and committed to doing things the right way. There is no doubt that Steve will be a driving force behind Thoma Bravo’s continued success.”

When asked to give advice to his colleagues, Schwab leans on what’s worked for him. Others should be comfortable with the fact that they don’t know everything, but remain committed to ongoing education. They should understand their skills, vocalize their desires, and realize professional journeys are rarely accomplished in a straight line.

And above all, they should cultivate one key characteristic: empathy. “Every good lawyer needs to be able to understand another person’s perspective and care about their feelings,” Schwab says. “It’s an underappreciated soft skill that will take an aspiring lawyer far.”

Schwab and Thoma Bravo are still moving fast. In late 2020, the company announced the largest private equity deal in software history (AxiomSL), and in August 2021, it completed its $12.3 billion acquisition of cybersecurity company Proofpoint. The firm completed sixteen acquisitions representing more than $48 billion in total enterprise value in 2021 alone, and it has continued its deal-making pace.

Most recently, Thoma Bravo announced a large investment that values UserZoom at $800 million. The deal will take the digital user experience company to new heights and prepare the equity firm for its next big move.

Steady the Ship

Adrian Strang helps Austal pivot its shipbuilding focus during the COVID-19 pandemic

By Billy Yost

Courtesy of Austal

Adrian Strang General Counsel Austal

AFTER FINISHING HIS UNIVERSITY STUDIES, Adrian Strang and his best friend paddled kayaks all over Australia. While passing Perth, Strang’s current residence on the west side of the continent, he noticed a massive superyacht under construction. He was looking at an Austal creation, a yacht built specifically for PGA legend Greg Norman.

“I just remember thinking at the time how cool it was that there are companies in Australia that build things like this,” Strang remembers. “That was 2001, and when the opportunity came to join Austal in 2011, I absolutely jumped at it.”

The current general counsel for shipbuilder Austal, Australia’s largest defense contractor and maritime technology company, says his path could have gone a completely different direction. Had he not met his now wife, Strang’s year-long sabbatical he took in 2005 to work as a deckhand in the Caribbean Sea (it’s important to point out that he was already a practicing lawyer at this point) might have been permanent.

Fortunately for Austal, Strang eventually returned to his homeland. His passion for boats remains, but building them himself wasn’t in the cards.

“I thought I wanted to be a shipbuilder, but after spending summers sandpapering and antifouling the bottom of boats while standing on a ladder, it turned me off to the idea,” the GC says, laughing. “Frankly, I’m rubbish at building much of anything.”

However, Strang has been instrumental in navigating Austal through the difficult waters

of transition during the pandemic. A huge part of Austal’s business outside the US prior to the devastating effects of the COVID-19 pandemic was in the production of commercial ferries. The GC estimates it was at least half of Austal’s revenue outside of the US. “But when people stopped traveling, people also stopped buying ferries,” Strang says. “In many ways, the commercial market for ferries dried up.”

Austal changed course and grew its defense and government contract work significantly. While the company had produced patrol boats for the Royal Australian Navy (among others) over the last fifteen years, the pandemic redirection proved significant.

The nature of that work fundamentally altered Strang’s purview. The flow of a commercial negotiation, one whose pace could sometimes be measured in days and weeks, is different from a larger governmental negotiation in virtually every way.

“Commercial operators can be very emotional, and the deals can move very fast,” Strang explains. “It’s very dynamic and can move from zero to everything changing over the course of a phone call. When you’re talking about government customers, it’s a much slower burn.”

The massive size of the projects also leaves very little room for flexibility, he says. It’s the nature of the beast. The larger project window realigns risk assessment, budget requirements, and scheduling.

“When you’re talking about modifying or adjusting an arrangement, there’s much less flexibility in a government negotiation,” he

“There is a special sauce to this company that can be applied in every department. There is an ethos of excellence and continuous improvement here that I feel is well-represented by our legal team.”

says. “Ultimately, you’re modifying the internal risk assessment and risk allocation internally, getting comfortable with accepting risk that you might not otherwise have accepted, but pricing that risk into the project.”

It may not seem like a big distinction, but it essentially alters a project framework when one eliminates any negotiation space offered by a commercial contract, Strang explains. Austal must create a new framework that eliminates risk to the builder, or at least brings it down to an acceptable level that also supports competitive pricing and delivery options.

Strang’s broader approach in leadership is best defined with one word: excellence. The GC isn’t one to raise his voice, and he hopes that his “intellect without appetite” approach is what guides him in his leadership role.

“The legal function at a shipbuilding company is absolutely a supportive function, and I’m conscious of that,” Strang says. “But there is a special sauce to this company that can be applied in every department. There is an ethos of continuous improvement here that I feel is well-represented by our legal team.”

Whether it’s serving internal clients or engaging in external negotiations, Strang adamantly defends his team’s hard work and preparation.

“I never, ever want to be in a position where we get the business caught up for not having done our homework,” Strang says. “Being prepared means you can approach things with a more calm and logical approach. It also earns you respect with whomever you’re working with or supporting.”

And while a stickler for details on the job, Strang’s demeanor aligns more with a man who lives five hundred meters from the ocean. He’s traded in his sandpaper duty, but the year-round surfer stays connected to the big blue by supporting one of Australia’s premier shipbuilders from the head legal chair. And after a difficult stretch, surf’s still up at Austal.

Agile, Efficient, and Evolving

Deneen Donnley drives legal evolution at Con Edison and increased diverse representation to the field

By Billy Yost

JUST EIGHT YEARS OUT OF LAW SCHOOL, Deneen

Donnley found herself in an unlikely position: general counsel for a financial services company whose assets would amass $90 billion upon her exit. “Sometimes it’s just right place, right time,” the current senior vice president and general counsel at Consolidation Edison (Con Edison) says. “It was a young team of people given a chance to do big jobs and really make things happen.”

Donnley is underselling a bit here. Straight out of law school, the attorney— and proud daughter of a single mother, who worked as a corrections officer on Rikers Island—landed a foundational role at the Board of Governors of the Federal Reserve. A role offering pivotal banking law experience that would stand out on any resume.

Throughout her career, Donnley leveraged numerous opportunities that arose from networking. This includes significant work in the diversity, equity, and inclusion (DEI) space. Now, keenly aware of the many resulting advantages, she looks for ways to extend those opportunities and knowledge to others in law.

Donnley’s current role at Con Edison is in many ways a continuation of retired GC Elizabeth Moore’s “law department of the future” initiative that Modern Counsel detailed in 2019. Donnley and Moore’s strong personal and professional relationship formed the bedrock for a legal department seeking to redefine itself.

At a company known for its ability to retain its people, that strength also can provide a challenge in terms of driving change. “I have someone on staff who has been with Con Edison for over sixty years,” she says. That kind of wide departmental consistency wasn’t necessarily something Donnley had encountered before.

While serving as a divisional GC at USAA, Donnley says an annual reorganization within the law department would send employees into different parts of the company, supporting different teams and evolving roles. She’s not vying for the same shift at Con Edison,

Deneen Donnley SVP and General Counsel Con Edison

but Donnley strives to help her team sharpen its capabilities for a company that is going through its own significant transition.

“Our goal at Con Edison is not just to get our people comfortable with change, but building that continuous effort of learning how to operate more efficiently and with agility,” the GC says. “This supports the broader company’s push toward clean energy, and how we evolve and support Con Edison moving forward.”

The general counsel’s impact at Con Edison extends far beyond legal, as she continues to help the company engage diverse hiring and broader DEI initiatives. Donnley is on the board of Leadership Council on Legal Diversity and actively partners with the Minority Corporate Counsel Association, as well as the Asian American Bar Association.

With insights she has learned from those organizations, Donnley helped stand up Con Edison’s own DEI council and a steering committee, as well as establish metrics it now reports on quarterly. “We look at the diverse slate, the diversity of interview panels, and understanding how diversity pertains to promotions,” Donnley explains.

Additionally, she examines supplier diversity as it pertains to the legal department. “With so much of our outside counsel work going to firms that are not female-, minority-, or veteran-owned, we are setting new expectations with our firms,” the GC says. “Those expectations are that we will have broadly diverse attorneys supporting us and our staff, and we are asking for data to support those efforts.” As a result, the legal team partnered with Diversity Labs for that effort.

The department also remains focused on working toward Mansfield Rule certification (also through Diversity Labs). This requires participant confirmation that they consider candidate pools with at least a 30 percent diversity.

Donnley says diversity is an attraction tool for talent, as well as a key for retention. Con Edison is the first leadership role where she has encountered other people of color on the leadership team. Unfortunately, it’s still a differentiator that hopefully will become less so as more organizations follow suit.

Having served in executive roles for the bulk of her career, Donnley says she is always willing to sit down for a “virtual coffee” with those who reach out to her for advice. The lawyer grew up in an era where being the only person

“[Our] expectations are that we will have broadly diverse attorneys supporting us and our staff, and we are asking for data to support those efforts.”

of color in the room was almost guaranteed. She’s now part of the change.

The lawyer is part of the Black General Counsel 2025 initiative that seeks to address the lack of African Americans general counsels on the Fortune 1000. The group aspires to increase the number of Black GCs from just thirty-eight in 2017 to one hundred by 2025.

Her advice is both practical and actionable: “You need to create a network for yourself, whether you have it in your own organization or not,” Donnley says. “Find a way to get plugged into broad groups that can provide support for you. For those of us with more experience: Don’t become complacent, and work to understand what the data is really saying. Don’t take your eye off the ball.”

Deloitte:

“Deneen’s collaborative leadership style and vision will modernize Con Edison’s legal department, taking advantage of the fourth industrial revolution. It was a privilege to be a part of her team, transforming how legal services are delivered.”

–Bryan Foster, Principle

Littler Mendelson:

“Deneen is a dedicated leader and visionary. She leads a department whose in-depth knowledge is exceptional. We work as partners to solve the company’s complex employment issues and are fortunate to work with a trailblazing leader like Deneen.”

–Jeanine Conley Daves, Office Managing Shareholder

Wilder & Linneball, LLP:

“As a woman-owned and woman-managed boutique litigation firm, Wilder & Linneball is pleased to work with Con Edison as one of its WMBE. We are proud that most of our work on Con Edison matters is performed by outstanding women partners, associates, and paralegals.”

–Laura Linneball, Managing Partner

Wilder & Linneball, LLP is a woman-owned firm with attorneys dedicated to providing high-quality, cost-e ective, and goal-oriented legal services. Our lawyers have substantial experience with the most complex types of litigation cases, including environmental law, health care law, utility industry representation, constitutional and first amendment law, outdoor advertising, and corporate, business and executive law.

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When the Spirit Is Willing

Lauren Mutti helps guide Southern Glazer’s Wine & Spirits through an unprecedented industry disruption

By Billy Yost

Stefani Adams

Lauren Mutti

SVP and Labor & Employment Counsel Southern Glazer’s Wine & Spirits

MODERN COUNSEL FIRST SPOKE

with Lauren Mutti back in 2018, and frankly, it might as well have been a different century. The senior vice president and labor and employment counsel at Southern Glazer’s Wine & Spirits (SGWS) is now in the (hopefully) post-pandemic environment.

A study by the University of Buffalo found that sales of spirits and wine increased during the early months of the pandemic, as much as 20 to 40 percent in some states (with beer sales declining overall). Hardly an easy time to be in the wine and spirits business. In 2020, more than 110,000 eating and drinking establishments shuttered their doors for good due to the economic impact of COVID-19. Restaurant and food service industry sales fell by $240 billion and over 2.5 million jobs were lost in the blink of an eye.

“When all of the bars and restaurants across the country close, that’s immediately impacting one of our primary revenue sources,” Mutti explains. “That meant having to make some incredibly hard decisions, but I think it also highlights a culture at SGWS that puts people first every step of the way.”

Mutti faced what had to be the most significant challenge in her sixyear tenure with Southern Glazer’s. The world had essentially shut down; the company quickly had to establish ever-changing protocols for its essential workers to be in accordance with

employment laws that were changing, sometimes, hourly.

“We really had to come together as an organization and put in some long hours,” the SVP says. “Our crisis team included our environmental health and safety group; our operations group; and a large, cross-functional group that was all working to seek out the most relevant and up-to-date information it could to ensure the safety of our essential workers.”

For warehouse workers, truck drivers, and outside sales representatives, there simply wasn’t an alternative or work-from-home solution to be implemented. Mutti says her organi-

zation looked to exceed various ordinances and protocols in order to protect its people.

Mutti explains that while Southern Glazer’s prides itself on its family values, the pandemic truly was a “walk-it-don’t-talk-it” moment for any company claiming the same. Mutti says she witnessed an organization whose employees showed incredible loyalty, and which showed it back in return.

“This environment has forced us to evaluate how we measure and monitor productivity,” Mutti explains. “We’re trying to attract the best talent at a time when it’s never been harder. At the time of speaking, Mutti’s own

“This environment has forced us to evaluate how we measure and monitor productivity.”

growing team recently had gained new hires, ensuring the labor and employment team could continue pushing ahead in an ever-changing environment.

That new landscape includes pay equity issues that Mutti believes will become a significant source of liability for employers. Additionally, with a presidential administration that is more favorable to union organizing, Mutti says her work in collective bargaining will play a more considerable role in her day-today responsibilities.

Outside of the office, Mutti is a busy mother of three, but she still finds time to give back. In February of 2022, the SVP was elected chair of the board of Lambda Legal, a national organization “committed to achieving full recognition of the civil rights” of the LGTBQ+ community, and those living with HIV through public policy, impact litigation, and educational initiatives. “Lambda is the oldest LGBTQ+ civil rights organization in the country and is one I’ve been a part of for a long time,” Mutti says. “I’m very excited to lead Lambda through its fiftieth anniversary.”

Both in her role at Southern Glazer’s and through her commitment to civil rights for all, Mutti continues to demonstrate the impact that one person working to do the right thing can accomplish with the backing of an organization that believes in it as much as she does. It makes sense that her tenure at Southern Glazer’s continues, as she’s helping shape policy and ensure the safety of her people.

People & Companies

M’Lou Bahlinger P67

Boston Market

Crystal Barnes P112

Lockheed Martin

Kevin F. Barnett P33 The Hartford Financial Services Group Inc.

Lindsay Blackwood P82 The Brink’s Company

Carl Q. Carter P123

International Paper

Aileen Chou P120

Oportun

Susie Choung P12

Northrop Grumman

Kristen Cunningham P44 Ryan LLC

Colin Darke P30

Rocket Loans

Deneen Donnley P184

Con Edison

Paul Fassbender P48

Asurion

Diane Ferguson P110

Precisely

Sabrina Guenther Frigo P10

CUNA Mutual Group

Derek Gilliam P85 The Coca-Cola Company

Ellen Ginsberg P158 Nuclear Energy Institute

Lynda Godkin P104

WEX Health

Wendy Hufford P60 Chico’s FAS

Audrey Jean P88

AARP

Peter Jovanovic P170

Dell

Sarah Kalemeris P116

T-Mobile

Eugene Kim P166

Twilio

Shelly Lin P17

Ziff Davis

Bridget Logterman P92

Informatica

Krista Mirhoseini P144

Expedia

Lauren Mutti P188

Southern Glazer’s Wine & Spirits

Suchitra Narayen P92

Informatica

Katie Neville P152

Hyundai

Amie Nolan-Needham P148

General Motors

Ross Paolino P26

Western Union

Rainey Repins P78

Amway

Alfred Ricotta P133

Genesee & Wyoming

Micah Rubbo P64

Twitter

Katharine Saunders P20

Verizon

Steven Schwab P174

Thoma Bravo

Katie St. Peters

P.C., Partner, Kirkland & Ellis

312.862.2367

katie.stpeters@kirkland.com

Katie focuses on structuring and forming investment funds ranging from first-time funds to funds over $15 billion across a wide variety of strategies.

Jennifer Shafer P98

Black & Veatch

Andrew Lankler Partner, Baker Botts L.L.P. 212.408.2516

andrew.lankler@bakerbotts.com

Andrew Lankler, a first-chair trial lawyer, has extensive experience in high-profile white collar criminal, regulatory, and complex civil matters, including internal investigations and monitorships.

Stacey Werner Shapiro P56

Choice Hotels International

Maura Sharp P92

Informatica

Melissa Siegelman P38 Honeywell

Nate Smith P128 Tesla Daniel Donovan Partner Kirkland & Ellis 202.389.5174

ddonovan@kirkland.com

Dan Donovan is a trial lawyer and Fellow in the American College of Trial Lawyers. Dan tries energy, financial, technology, transportation, and corporate governance matters.

Claudius Sokenu P23

Cognizant

Trea Southerland P74

FedEx Express

Adrian Strang P180

Austal

Sung-Hee Suh P110 PIMCO

Richard Sutton P101

Genpact

Karen Sullivan P70

Bank of the West

Catherine Tornabene P136

Aurora

Olivia Tsai P140

Cruise

Kyle Turley P107

Baker Hughes

Stevan Verkin P161

TechnipFMC

Corey Whiting P52

Kuok Singapore Limited Group

FOR YOUR CONSIDERATION

Takes a look back at memorable dates in legal history during the months of October through December.

OCTOBER

October 18, 1945

The Nuremberg War Crimes Trial begins with indictments against former Nazi leaders. The trial lasted 10 months, with delivery of the judgment on October 1, 1946.

October 2, 1967

Thurgood Marshall becomes the first Black US Supreme Court Justice.

October 31, 1978

Congress passes the Pregnancy Discrimination Act of 1978 to prohibit sex discrimination on the basis of pregnancy, childbirth, or other related medical conditions.

October 3, 1995

OJ Simpson is acquitted on both counts of the murders of his wife Nicole Brown Simpson and Ronald Lyle Goldman.

November 2, 1951

President Harry Truman signs the Boggs Act into law, which set a minimum federal sentence for drug offenses.

November 10, 1919

In Abrams v United States, the Supreme Court rules that during wartime the United States federal government could criminalize speech if it tended toward harmful results.

November 4, 2008

Barack Obama is elected the first Black President of the United States.

DECEMBER

December 19, 1998

The US House of Representatives impeaches President Bill Clinton, approving the articles charging Clinton with lying under oath to a federal grand jury and obstructing justice.

December 15, 1789

The new United States of America ratifies the Bill of Rights, confirming the fundamental rights of its citizens.

December 23, 1913

Congress passes the Federal Reserve Act establishing the Federal Reserve System to serve as the central bank for the US.

Edmonston Studio (Truman)/, Robert S. Oakes (Marshall)/Library of Congress

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