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Corporate Counsel’s editorial department is pleased to announce the honorees of our 2020 Best Legal Departments awards. We have selected outstanding corporate legal departments and legal leaders that stood out from their peers last year in innovation and unique achievements. This year, the ­winners of the categories of Best Legal Department and General Counsel of the Year will be announced at The American Lawyer Industry Awards virtual event in early December. Congratulations to all of the honorees.

Design by Roberto Jiménez

FINALIST

Leading Through Disruption

Uber’s legal team comes out ahead despite unprecedented challenges.

By Kibkabe Araya

The ride-hailing industry giant Uber Technologies Inc. experienced a noteworthy 2019. Not only did the San Francisco-based company file its initial public offering but also acquired another ride-hailing startup in a growing region and issued a safety transparency report that made all corporations rethink their consumers’ well-being.

At the helm of the legal department is Tony West (pictured), the former corporate secretary and executive vice president of public policy and government affairs at PepsiCo. and a President Barack Obama appointee as associate attorney general of the U.S. Department of Justice. West joined Uber in November 2017 after the new CEO Dara Khosrowshahi vowed to scrap the company’s corrupt reputation of mistreating employees and dodging regulations. Replacing Uber’s longtime chief legal officer Salle Yoo, West became a part of the revamped C-suite to pull Uber out of controversy.

In March 2019, Uber acquired Careem, a Dubai-based ride-hailing company, for $3.1 billion. The acquisition expanded Uber’s market into the Middle East and South Asia for consumers looking for rides and food delivery. The acquisition closed in January 2020 as Uber added that Careem, which also had delivery and ­payments businesses like Uber, was still waiting upon regulatory approval of the acquisition in Pakistan, Qatar and Morocco.

Two months later in May 2019, the long-awaited IPO was filed, valuing 180 million shares of its common stock at $45 per share. While preparing for the IPO, Uber wrote in its Securities and Exchange Commission filing that during the process it was missing components of the leadership team including a chief financial officer up until the latter half of 2018.

Out of the blue, Uber’s automobile liability insurance carrier, James River Insurance Co., dropped coverage for Uber’s rideshare program in 20 states, D.C. and Puerto Rico last fall. Without insurance, operations could come to a screeching halt. To avoid fallout, Uber swiftly found options through insurance partners Allstate Corp., Liberty Mutual Group, Progressive Corp. and Farmers Insurance Group to protect drivers and riders.

“We feel like it’s time for a new approach.”

Uber ended 2019 by releasing a first-of-its-kind safety and transparency report, revealing 6,000 complaints of sexual assault from riders and drivers over the last two years. Critics, including plaintiffs’ lawyers, said it was a step in the right direction yet a lot of work has to be done with resolving the complaints that sometimes escalate to lawsuits.

“Most companies don’t talk about issues like sexual violence because doing so risks inviting negative headlines and public criticism,” West says in the report’s introduction. “But we feel it’s time for a new approach. As someone who has prosecuted sex crimes and worked on these issues for more than 25 years, I can tell you that a new approach is sorely needed.”

The industry as a whole noticed the report with competitors such as Lyft Inc. following Uber’s lead in addressing its safety concerns for consumers who use mobile apps for ride-hailing services. In December, Uber said it had 300 members in its safety team, a number that tripled over the last two years.

Amid the COVID-19 pandemic, Uber’s traditional model of transporting individuals was threatened by shelter-in-place provisions across the U.S. In May, West’s legal department shrunk as the company shed an estimated 6,700 jobs globally.

“I’m deeply sorry we’re facing these ­unprecedented circumstances that have required us to make some very hard, very tough decisions,” West wrote in an email to his team at the time. “Yet those decisions don’t diminish the ­important contributions our former teammates have made to building Uber, and I know the talent, skill, grit and optimism that made them valued members of Team CLO are qualities that will always be in demand—global pandemic or not.”

Despite the pandemic, Uber’s legal department is still contributing to the company’s long-term success. Uber recently announced its plan to acquire Postmates for $2.65 billion to complement Uber Eats.

Photo by Kristin Deitrich/Guerrero Howe

FINALIST

Pivoting Priorities

3M seamlessly navigates uncharted waters amid COVID-19 outbreak.

By Kibkabe Araya

The novel coronavirus forced manufacturer 3M to pivot to producing and distributing N95 respirator masks for health care workers. Known for making absorbent wipes and adhesive tape, the applied sciences company depends on Ivan Fong (pictured), 3M’s general counsel, senior vice president and secretary. The former general counsel for the U.S. Department of Homeland Security under President Barack Obama has managed the St. Paul, Minnesota-based legal department since 2012.

“3M has already put into motion additional investments and actions that will enable it to double its capacity again to 2 billion globally within 12 months, with additional capacity to begin coming online in the next 60 to 90 days,” Fong told Corporate Counsel sister publication The American Lawyer in April. “In the U.S., for example, 3M expects to be producing N95 respirators at a rate of 50 million per month in June, a 40% increase from current levels.”

The applied sciences company depends on Ivan Fong.

For 2019, the 3M legal department, consisting of 450 legal professionals in 39 countries, oversaw business-defining mergers and acquisitions. 3M acquired Acelity Inc. for $6.7 billion in October to complement its 3M Health Care’s expansive wound care portfolio.

In December 2018, 3M bumped up its Health Information Systems business with the $1 ­billion acquisition of M*Modal, which ­provides ­cloud-based, conversational artificial ­intelligence-powered systems for physicians to discuss medical records with patients. A year later, 3M’s legal department assisted on the company’s $650 million divestiture of its drug delivery business, a $230 million divestiture of its flame detection business, and a $91 million divestiture of its advanced ballistic protection business.

While handling all the legal work, the legal team was undergoing changes for most of 2019 as 3M refurbished its business units. The most impacted legal functions—intellectual property, business, legal operations and compliance—transformed into the “RedTeam” to assess the entire global legal team of 300 legal ­professionals. The new organizational structure reached ­completion in January 2020 with defining new roles and responsibilities throughout the legal department.

Photo by Ackerman + Gruber

FINALIST

Merger Master Class

Fiserv legal team successfully maneuvers a year marked by obstacles.

By Kibkabe Araya

Fiserv Inc. rang in the new year 2019 with announcing its planned merger with First Data Corp., a transaction valued at $41 billion. Along the way, the now-merged Brookfield, Wisconsin-based payments and financial technology provider successfully managed its way through several complex legal situations.

The $41B Merger saw its hiccups along the way.

In April 2019, both companies received a relatively rare “second request” for more information from the US Department of Justice regarding the proposed merger. Second requests were issued in 61 merger investigations in the fiscal year 2019 out of 2,089 reported transactions, according to the latest Hart-Scott-Rodino annual report released by the Federal Trade Commission. In addition to everything else the team was doing to progress the merger, the entire legal department, managed by Chief Legal Officer Lynn McCreary (pictured), had to prepare for a deep dive of documents to produce to the federal government, a process which took hundreds of hours and would have taken many more if the legal department had not succeeded in obtaining an “early termination” letter from the government. After receiving antitrust clearance from the DOJ and numerous foreign jurisdictions, while attending to myriad legal responsibilities typical of a company of Fiserv’s size and complexity, Fiserv and First Data closed on the transaction in July 2019.

While the merger was coming together, the legal department also succeeded in favorably resolving two class actions, including one from First Data shareholders over the merger. Also, this past May, Fiserv reached a negotiated resolution with the Federal Trade Commission of its investigation into a First Data independent sales organization, pursued by the FTC after the merger closed.

Since the acquisition, the legal department has turned its attention to serving the new, transformed organization while driving integration. The combined company, which is a global provider of financial services technology, projected it will generate $4 billion in free cash flow annually by the third year of the merger.

GC FINALIST

A Tailored Role

St. John Knits’s Christina Zabat-Fran leads with advocacy and bold innovation.

By Kibkabe Araya

Founded in 1962, St. John Knits fashion brand stationed in Irvine, California, has dressed the likes of actress Kate Winslet and supermodel Chrissy Teigen to politicos like former First Lady Michelle Obama to former Secretary of State Condoleezza Rice. Weathering the COVID-19 storm that especially battered the retail industry, general counsel Christina Zabat-Fran is at the forefront of changing lanes in accordance with the state’s pandemic needs.

Zabat-Fran worked with California state government, headed by Gov. Gavin Newsom, to transform one of the company’s manufacturing plants to a beta factory to produce much-needed personal protective equipment, such as masks and gowns, for health care workers and patients.

Zabat-Fran is at the forefront of changing lanes.

With stores closed and business sharply down, Zabat-Fran and the rest of the St. John’s leadership team designed a “back to work” mask program to offer large-volume, cost-effective mask deliveries for businesses to make masks available to both employees and customers. As locations transformed during the pandemic, the top lawyer and her colleagues in retail and human resources trained sales associates to be “virtual stylists” in order to allow employees to still serve customers from their homes.

Prior to COVID-19, Zabat-Fran rose from a legal intern to the general counsel who advised several rounds of executive leadership including five CEOs and four chief financial officers over the past 10 years. She’s helped with St. John’s global footprint by expanding the company’s services in Macau, Russia and Azerbaijan. The company orchestrated a global social media campaign in summer 2019 to launch a capsule collection on Instagram in the U.S. and WeChat in China.

Zabat-Fran, who is half-Filipina, said early in her career she did not see many other women lawyers of color. So she decided to co-found the Filipino-American Lawyers of Orange County. A member of the Association of Corporate Counsel Southern California, she manages an internship program at St. John to introduce law students of diverse backgrounds to in-house legal practice through hands-on training.

Photo by Jamie Rector

GC FINALIST

Bright Ideas

American Cancer Society’s Timothy Phillips leads by example.

By Kibkabe Araya

American Cancer Society chief legal and risk officer Timothy Phillips has grown the Atlanta-based organization’s legal department from 16 members to nearly 60 over the past 15 years. To grow the legal backbone, he compartmentalized the team to fully serve the needs of the organization. He created the governance, risk and compliance team, complementing the enterprise risk management team he also created and the information technology security and internal audit teams.

As a community-based health organization, the American Cancer Society had to approach the novel coronavirus. Phillips assembled the ACS COVID-19 rapid response task force. With his specialty in risk assessment, he had initiated a similar venture upon arriving at the organization with what is now the enterprise risk management program. COVID-19 overemphasized the need to make sure the organization and its constituents understood the risk involved with the coronavirus when impacted by cancer. A decision that had to be made was converting the Hope Lodge free housing units for cancer patients into rest and recovery centers for hospital staff treating COVID-19 patients.

Phillips developed the BrightEdge Impact Fund.

In April 2019, Phillips developed the BrightEdge Impact Fund, the American Cancer Society’s donor-funded, philanthropic venture capital fund. BrightEdge uses donor dollars to invest in the capital markets in its mission of supporting the development of promising cancer-related therapeutics, diagnostics, devices and technologies. An $11.6 million convertible note ­investment in Castle Biosciences Inc., a cancer-diagnostics company, was the first for BrightEdge. The concept was Phillips’ idea as he saw a future in impact investing for the organization to further its financial growth while helping patients diagnosed with cancer. A key player on the execution team, he serves as an adviser for the risk and legal compliance-related issues.

Phillips serves as general counsel to the organization’s advocacy arm, Cancer Action Network. A 1989 graduate of the U.S. Naval Academy, he had served as a commissioned officer in the United States Navy and now serves as general counsel to the Navy SEAL Foundation.

Photo by John Disney/ALM

GC FINALIST

Business Focused

BlackBerry’s Randall Cook ignites change while facing novel challenges.

By Kibkabe Araya

Smartphone revolutionizer BlackBerry Inc. had been struggling to find new entry points into the technology market, but in Randall Cook’s first year he’s helped the company pivot its overall business. Joining BlackBerry in August 2018 as chief legal officer and corporate secretary, Cook oversaw the process of the company providing security software that uses artificial intelligence and machine learning in multiple areas from cybersecurity to crisis communication, which according to the company is being used by over 70% of the U.S. government. Customers include other global governments, financial services institutions, major automotive manufacturers, aerospace and defense companies, health care companies and media companies.

Cook oversaw BlackBerry’s $1.4 billion acquisition of Cylance, an artificial intelligence and cybersecurity company that was completed in February 2019. It’s the largest deal in the company’s history. Adding more business meant winding down other lines of business to transition from a handset company to one focused on security software, especially when it can dominate the market with more than $1 billion in revenue. What made BlackBerry a recognizable name has evolved with Cook’s legal department finalizing the exit of the last licensed phone manufacturer for the legacy smartphone business. Cook assisted the company in keeping the encrypted messaging platform business under a global licensing agreement worth over $100 million.

Cook has helped the company pivot its overall business.

On the litigation side, Cook directed the resolution of eight defensive patent lawsuits. Multiple patent suits by serial non-practicing entity plaintiffs were dismissed. BlackBerry won multiple patent injunction verdicts in Germany against social media giant Facebook Inc. in December 2019 over patents used in Facebook’s mobile apps. Protecting BlackBerry’s patents has also led to the successful defense in 25 trademark matters globally, including in Bangladesh, Brazil, China, European Union, Hong Kong, India, Malaysia and South Africa. BlackBerry’s global trademark portfolio has over 3,200 registered trademarks in 145 countries. Its patent portfolio has over 33,000 issued patents.

Under Cook’s leadership, BlackBerry’s privacy team has doubled when complying with the General Data Protection Regulation and California Consumer Privacy Act became crucial. He created compliance roadmaps for each law along with a roadmap on how to respond to a data breach.

Along with the legal work comes the makeup of the legal department. As the top lawyer based in the San Ramon, California, office, Cook said the newest hires have been women or people of color. He created the first legal department satisfaction survey for the entire company. The company discovered the results showed the department exceeded 10 out of 12 categories, but that success still pushed Cook to implement online training programs that could be easily accessed and updated.

Photo by Photo by Jason Doiy/ALM

DIVERSITY

A Personal Priority

Ford Motor Co. takes a hands-on, multifaceted approach to driving diversity.

By Phillip Bantz

When Ford Motor Co. general counsel Bradley Gayton (pictured) raised the idea of meeting individually with the company’s outside law firms to discuss diversity and inclusion, a member of his legal team assumed that the lawyers would be booking flights to the carmaker’s headquarters in Dearborn, Michigan.

After all, this was Ford, one of the world’s largest automakers. And if Gayton, who also serves as the company’s chief administrative officer, wanted to meet with his outside counsel they would get on a plane. No questions asked.

“Sometimes, as the clients, we get used to the fact that law firms are willing to bend over backward for us,” says Shelley Merkin, legal counsel at Ford.

“It inspires you to really think beyond this moment.”

But Gayton had something different in mind. He would take the time and make the effort. He would show up at the law firms, sit down with Ford’s lawyers and the managing partners and executive committees at their firms. They would have meaningful, collaborative talks, not only about using diverse legal teams on Ford’s matters but also about how they would work together, client and law firm, to actually make it happen.

“I got the impression that they don’t have a lot of conversations like that in-person with their in-house clients,” says Merkin, who accompanied Gayton during his visits with Ford’s outside counsel throughout the country.

Gayton’s willingness to go to the law firms underscored just how serious he was about ­diversity and inclusion, Merkin says. She adds that it was also important for him to walk the hallways of the law offices and get a sense of the culture.

“These are things you’re not going to be able to learn when three or four people get in a plane and come over to us,” she says.

Gayton went to work for Ford nearly 30 years ago after graduating from the University at Buffalo School of Law. The first in his family to earn a four-year degree, Gayton was a promising, hardworking student from the start.

The start was the public school system in Syracuse, New York, during court-ordered busing and desegregation. He and his brother could walk to their school, “but every other Black kid in the school was bused to school,” Gayton says. “For me, I would later realize, this was the first time that I started dealing with people who were really seeing me for the color of my skin.”

As he and his brother left school in the afternoons and set out for home on foot, teachers would inevitably try to reroute them to the gym, “where all the Black kids queued up to get on the bus,” Gayton remembers.

“Time and time again, I would have to explain, ‘I don’t take the bus. I walk home.’ It was a notion that my teachers couldn’t get their head around, even though I’m spending all day with you, which means you’re really not seeing me, you don’t know me,” he says.

Even as a young student, Gayton was an outspoken advocate. He pushed school officials to stock the library shelves with books about Black leaders and historical figures while his mother, a nurse, helped ensure that Gayton was enrolled in advanced classes.

“Her active engagement in making sure we were always in the right classes and on the right path were really important,” he says. “People were making decisions based on biases that they had based on what I looked like.”

It was in the fourth grade that Gayton first considered pursuing a legal career. After winning a debate about which night his basketball team would play its next game, a friend told him he should be a lawyer.

“I looked at him and said, ‘You know, I think you’re right.’ That’s when it first occurred to me to think about being a lawyer,” Gayton says.

A multi-pronged approach to driving diversity

As a fixture in Ford’s legal department, Gayton has taken a personal, hands-on approach to building diverse in-house and outside legal teams while also creating pipelines for women and minorities to enter the industry and succeed.

Gayton, who was appointed as Ford’s top lawyer in 2016, was among the first founding in-house leaders to join the Diversity Lab’s “Move the Needle Fund,” a multimillion-dollar think tank that combines law firms and general counsel to address the legal industry’s diversity problem. In fact, he helped create the initiative.

“A lot of GCs over the years have signed letters and pledges telling law firms to do better. Essentially they shake their fingers at law firms and say, ‘You’re not diverse enough. Do better.’ The thing that makes Bradley unique and, quite frankly, rare, is that he’s taken such a personal and collaborative approach, not only to his outside counsel but his own team,” says Diversity Lab CEO Caren Ulrich Stacy.

Gayton also created an annual outside counsel diversity summit that gives minority lawyers access to Ford’s business and legal leaders, who outline how they’re managing the challenges they’re facing at the moment and the hurdles and issues they expect to encounter on the horizon.

Gayton recently hosted a virtual “mini hackathon” with Ford’s in-house lawyers and outside counsel who formed teams and were asked to come up with solutions to get minority students interested in legal careers, create pipelines for them into the industry and help them advance their careers. The winning idea, dubbed “Objection,” is an app designed to help middle schoolers learn legal skills, such as analysis and reasoning, while competing for prizes, according to Lisa Kirby, chief intelligence and knowledge sharing officer at Diversity Lab.

As part of another talent pipeline effort, Gayton worked with academic experts to develop a “Ford Law Academy” curriculum that is slated to be taught this fall at two charter schools in Detroit.

‘He’s left his mark on Ford’

Spending time with Gayton tends to have a positive effect on people, according to Alison Nelson, managing counsel at Ford, where she’s worked since 1990. She and Gayton have spent their entire legal careers together.

“It causes you to think about whether there’s a better way, a new way, a more innovative way to do things,” Nelson says. “It inspires you to really think beyond this moment and look at the bigger picture and look at other ways that might be more efficient, more productive.”

Gayton was preparing to leave Ford on Aug. 31 and move his family to Atlanta, where he’s taking over as top lawyer for the Coca-Cola Co. The job, he says, had been on his “shortlist” of opportunities compelling enough to leave Ford.

Gayton passes the reins of the legal department to Ford associate general counsel John Mellen, who has worked at the company for nearly 40 years and has supported Gayton’s diversity initiatives all along.

COMPLIANCE

Creating Compliance

Making compliance accessible is a key pillar to change healthcare’s program.

By Dan Clark

Following the merger of McKesson Corp. and Change Healthcare in 2017, Loretta Cecil (pictured), who had just been appointed general counsel of the new company, needed to start a new compliance program from scratch.

The program needed to evangelize the important role Change Healthcare employees play in ethics and compliance and how their actions impact the company at large. There needed to be a way to over-communicate that importance, without burdening employees with too much information.

Cecil says the legal department at the Nashville, Tennessee-based health care technology company took a programmatic approach to compliance. The first aspect of the program was to make compliance accessible and understandable.

“We were not going to create a code of conduct that looks like the internal revenue code,” Cecil, who is based in the company’s Atlanta office, explains.

The legal department made a code of conduct that is user friendly and “inviting to the reader.” Once the code of conduct was created, the legal department went about finding a way to fun and understandable training for all employees. From there, the legal department put the four business units at Change Healthcare through a rigorous risk assessment and mitigation plan.

“We’re always on high alert to understand what our obligations are.”

“Those three pillars have been the fundamentals of our program: code of conduct, code of conduct training and the very specific business unit risk assessments that we did,” Cecil says.

The final pillar of the program was to bring Monica McCullough on board as the chief compliance and ethics officer. Another aspect of the program Cecil quips as one of her brilliant ideas.

“Not only is she an outstanding resource for the company, but she was also the company’s chief employment lawyer for quite a while,” Cecil says.

McCullough’s experience allowed her to understand how employees view and take in compliance and ethics. McCullough was given then the opportunity to add to the compliance program.

“One of the things that I said very early on was that our team members were at the heart of our compliance program,” McCullough, who is also based at the company’s Atlanta office, says.

While the code of conduct and code of conduct training was well engrained in the company, McCullough wanted to take it to the next level by having continuous compliance and ethics discussions. In the last fiscal year, McCullough oversaw the implementation of subject-expert videos called “Integrity Talks” that employees could directly relate to.

“As a supplement to that, I decided to visit 60 of our offices across the U.S. and Canada. I made it to almost 50 before the pandemic stopped me,” McCullough explains.

The goal in those visits was to reintroduce compliance to employees in a new way and remind them about the importance of knowing and following the law. During those visits, she also reiterated the importance of sharing concerns employees have while working.

“Having employees say that 97% of them know where to find our code of conduct and know how to report a concern was a sign to me that we’re on the right track,” McCullough says.

The benefits of having such a robust compliance program in place make the legal department’s job easier when working with the business.

“We in the legal and compliance department have a great partnership and alignment with other business units,” McCullough says. “We’re able to not just say no and talk about how we can reach a solution that is compliant but also meets the needs of the business.”

Communication has also been an important part of ensuring compliance throughout the company. That communication became even more important during as, like companies around the world, Change Healthcare employees moved to work from home.

When the pandemic began, the legal and compliance department had to move more quickly. It was the first function of the company to work from home before other employees did so.

For the first 45 days of the pandemic, the legal and compliance department was virtually working 24 hours a day and seven days a week.

Cecil says the regulations and guidance surrounding COVID-19 were not difficult. There were only a few new issues the team had to grasp such as local requirements for keeping an office open and how to sanitize those offices to meet local codes.

“It hasn’t changed. Health care, as a general rule, is highly regulated and highly complex. We’re always on high alert to understand what our obligations are,” Cecil says.

What changed was the speed that transactions occurred.

“You move from a situation where the rule is to take a problem and react to that problem in a timely fashion,” Cecil explains. “The issues were the same, they were just coming fast and furious,” Cecil says.

To make sure employees continued to engage with the ethics and compliance program, McCullough stressed the importance of the company’s online compliance corner.

The executive team made a decision to over-communicate to all employees on a variety of topics.

“We’ve had more town halls, we’ve had more sessions that have been specifically targeted towards various aspects to COVID-19,” Cecil says.

There is a broad range of employees at Change Healthcare. Some with very technical degrees and some who support local retail efforts.

“You have to have a lot of different ways to communicate well,” Cecil says.

With compliance and ethics in mind and over-communicating, the legal department was able to ensure three major transactions this past May. Change Healthcare completed a $213 million acquisition of eRx Network LLC, a provider of claims processing and other services to pharmacies; the sale of its connected analytics unit to Madison Dearborn Partners LLC-backed Kaufman, Hall & Associates LLC for $55 million and the acquisition of PDX, a leader in providing patent centric and innovative technologies for pharmacies and health systems for $208 million.

Cecil says those acquisitions went smoothly in part because the executive team is nationally based and used to telecommunication.

“We pivoted immediately to a remote situation,” she says.

Photo by John Disney/ALM

LEGAL OPS

Data Driven

The Norfolk Southern team is finding efficiences through data.

By Dan Clark

When Vanessa Sutherland (pictured) came to Norfolk Southern Corp. as executive vice president and chief legal officer in June 2018, she came hoping to find a way to streamline legal services.

The Norfolk, Virginia-based transportation provider’s law department, comprised of 106 people, already had a decentralized legal analytics team. Sutherland says she wanted to put together a centralized legal operations team to dig through the data and find new ways of billing outside counsel and adding value to the company’s business units. That dream became a reality with the help of Lorri Kleine, vice president of the law department; Katie Kline, a legal analytics paralegal; and Christopher Blenden, director of legal analytics and operations.

“We began to fill out the legal operations team to centralize the more administrative functions of outside counsel management and invoice and billing management,” Sutherland says.

However, deciding where to begin to find ­savings in a large law department took some consideration. Blenden says he aimed for the low-hanging fruit that would yield the biggest savings.

“We’ve got 30 years of claims data and 15 years of deep legal invoice data that we really needed to figure out how to leverage,” Blenden says.

“Law isn’t just a cost center off to the side.”

Looking through the data, the law department began to find ways to bundle matters and negotiate with outside counsel.

“We take it case by case and look at the data we have and help that shape the agreement,” Blenden says.

Through this process of negotiating a flat fee and other alternative fee arrangements, the law department estimates that it has saved approximately $2 million on outside counsel in the last year in litigation.

He says the law department has had an understanding with its firms on alternative fee arrangements and they have not had much pushback when bringing flat fee arrangements up with outside counsel.

“I think they recognize the environment we’re all in right now,” Blenden says.

The work on finding more efficient ways to engage with outside counsel is ongoing, Kline says. The law department has sent out surveys to their firms to get a better understanding of how they track data and the attitudes the firms have toward innovative processes.

“Some of the questions in our assessments are, ‘Have you engaged in alternative fee arrangements?’ and ‘What does a successful AFA look like for you?’” Kline says.

Right now, the law department is in the process of examining the responses to those surveys to find additional savings. However, with the revamped review requirements, the law department has been able to save over $100,000 in outside counsel fees.

Wanting to streamline work, the law department implemented Icertis and DocuSign to make contract work more efficient. Implementing technology came easier than expected, Sutherland says. The company at large was already in the process of integrating more technology into different business units.

“Even before the pandemic forced people to be more tech-savvy and comfortable with remote working, we were seeing that technology, even within our industry, can be used to reduce costs, reallocate headcount, and in some ways, make employees’ work-life balance a little bit better,” Sutherland says.

Implementing Icertis and Docusign allowed the law department to save more than $1 million in labor and real estate work. The law department was instrumental in getting support and funding for the Icertis project.

“It shows that law isn’t just a cost center off to the side. We’re really integrated with the ­company with meeting goals for the entire enterprise,” Blenden says.

Sutherland says that Blenden’s partnership with the information technology department has helped the law department show other executives their return on investment.

“I think the big seller is the time that we saved is time that we can be using towards strategic initiatives, such as broader strategy or figure out connectivity with client issues across multiple groups,” Sutherland says.

Kleine says that implementing the technology was easy to sell once the attorneys in the law department saw the quick victories and realized their lives were made easier by it. Specifically, the law department simplified its garnishment process and established a direct line between registered agents and the Norfolk Southern’s payroll department.

Going Forward

Despite major changes to how Norfolk Southern’s law department makes decisions, the work is not yet complete.

Using the data available, Sutherland would like to see what kind of work the law department does for the company every quarter and every year to find savings in corporate governance work and contracts.

“Being able to take that data and synthesize it into predictive workflows allows us to make broad decisions,” Sutherland explains.

That kind of technology implementation is going to make the department leaner and more valuable, she says, adding the department is in the process of benchmarking artificial intelligence tools for litigation purposes. However, the technology is not quite ready for her to implement.

Since the law department is data-rich now with proven results, Kleine would like to use that data to help other company functions become more streamlined.

“Taking some of the savings that we have yielded within the law function on our electronic invoice and applying those to other functions such as the environmental remediation site, which is an area of large spend for us. Taking those applications to areas where we have areas of significant spend is on my wish list,” Kleine says.

Using data to make data-driven decisions to improve the risk exposure to the organization is another area Kleine hopes to improve on. She says looking at claims, whether it is in human resources or in the safety group, and using a more scientific approach helps on decisions of whether or not to increase training or amend rules.

No matter the next steps, the law department will continue to analyze the data it keeps.

“I think we’re at the tip of the iceberg on what we’ve exposed in that data. I think there are a lot of correlations to pull out of that data so we can make better decisions earlier,” Blenden says.

TECH

The Future is Now

Gordon Food Service is using tech innovation to free up time for high-level work.

By Frank Ready

In the wake of the COVID-19 pandemic, the pressure was on corporate legal departments to accelerate their transition from a strict legal adviser role into a vital business unit. When it comes to corporate attorneys, successfully executing this kind of change often comes down to embracing technology-based initiatives that cut time or effort from basic tasks.

Fortunately, the legal department at Wyoming, Michigan-based Gordon Food Service Inc. gave itself a head start in its deployment of technology. While the company at large has been around for more than a century, the legal function is still relatively new at just over 5 years old. In that time, the attorneys in its ranks have been steadily adopting technologies rooted in areas such as contract management, electronic signatures and document automation.

“Some companies look at keeping pace with technology. The way that we look at it is keeping ahead of technology, understanding what innovations are out there [and] what the future looks like with some of the applications we are using today,” says Aaron Mockridge, manager of contract lifecycle management at Gordon.

Having that sort of nimbleness already built into the department came in handy once the pandemic struck. Alisha Cieslak (pictured), chief legal and risk officer at Gordon, noted that the legal department was able to play an important role in the company’s COVID-19 response.

“It’s been well embraced by the company.”

She believes that the department’s goals have shifted slightly beyond just chasing efficiency. “To be more cost-effective and strategic advisers versus just concluding transactions on a regular basis, if that makes sense,” Cieslak says.

Of course, those dual objectives are not mutually exclusive. Successfully concluding deals with a sense of urgency in a time of increased remote working and social distancing almost demands a technological assist. The department was already leveraging the e-signature product Adobe Sign for use with customers and suppliers, but post-COVID-19 that tool has gone from luxury to necessity.

“More and more we have colleagues that are not just accepting but actually requesting the use of electronic signatures,” says Lindsay Kolar, corporate paralegal at Gordon.

The legal department had originally anticipated that it would only be using Adobe Sign in conjunction with contract lifecycle management functions, but the tool was quickly integrated into other areas such as human resources or bid documentation. Per Kolar, Gordon was also able to leverage Adobe Sign in conjunction with Google Hangouts to help employees working from home meet the requirements for executing remote notarization.

“Saving an extraordinary amount of time not having to meet in person to notarize the multiple documents that we do,” Kolar says.

But signatures are just one part of the larger contract puzzle. Gordon also deploys the ­cloud-based Icertis Contract Management platform, which has been supplemented with some custom-designed configurations. Users can generate sales and procurement contracts from a stable of pre-approved templates, options and clauses.

The system also defrays some of the legal department’s workload by helping a user to negotiate basic terms and create multiple versions of a contract amendment without the assistance of an attorney. Of the more than 250 contracts and amendments that Gordon generates each month, over 90% of those processes have not required any intervention from legal.

Mockridge indicates that enabling that kind of autonomy was important to the department. “What we’ve found from a lot of other ­companies that are using CLM solutions [is that] they are putting something together that has very limited functionality, or if it does have a little bit more functionality it requires assistance from a legal or contract function in an organization,” he says.

Still, while Gordon’s CLM system may be helping employees become less reliant upon legal department attorneys, that doesn’t mean it was rolled out absent a concentrated change management and training initiative. Per Mockridge, the same effort typically accompanies the launch of any new product or solution.

“A CLM solution is a big step for any organization, but it’s been well embraced by the company. We have over 700 users,” he says.

The ancillary benefit of that kind of widespread use is the amount of data that can be weaned to help inform and redefine contract processes moving forward. For example, Gordon has been able to use the information gleaned from its CLM system to follow metrics like contract turnaround time, service level commitments and clauses that may need to be revised in order to reflect the present state of the business.

In 2020, the company used contract metrics to inform revisions of its online terms and conditions, with the hope of reducing the frequency of renegotiations in the future. After all, time is of the essence here.

Mockridge notes that in a highly competitive business landscape, it’s important for Gordon to have items like contract sales agreements with customers approved as quickly as possible. “Prior to implementation [of the CLM system] it took upwards of two days from the day that it was submitted until it was approved. And now that we’re in full implementation we’ve found that that approval is now under two hours,” he says.

Contract management systems aren’t the only time-savers corporate legal departments are importing. Document automation in general can help attorneys to grease the skids of onerous or process-oriented tasks so that they can focus on more high-level work.

Gordon was able to introduce automated documents in the shape of notice forms or ­non-disclosure and service agreements—totally free of charge to the legal department. The low price tag was achieved using a mix of Google Sheets, Google Docs, Google Forms and Google Add-Ons, a combination that has since 2018 has been leveraged to create over 2,000 documents built for customer and supplier transactions.

“That kind of frees up the legal team to focus on more substantive work and more important legal contracts,” says Mockridge.

As for the ongoing process of innovation inside Gordon’s legal department, employees are encouraged to reach out with feedback or ideas for how processes can be further refined. “It’s an iterative cycle. We continue to get feedback, get information, continue to identify opportunities and then build that into our plan on an ongoing basis,” says Mockridge.

STARTUP SOLO GC OF THE YEAR JESSICA NGUYEN:

‘You Can’t Be Risk Averse’

By Phillip Bantz

A glance at Jessica Nguyen’s resume drives home the fact that she has an affinity for startups. So far, she’s served as the first ever general counsel for three new tech firms in the Seattle area. But, interestingly, it didn’t occur to her that she wanted to be a startup solo GC until she was working for an established tech giant.

She had been a member of Microsoft Corp.’s legal department for about two years when her manager sat her down for a discussion. After telling her about his retirement plans, he asked her a question that countless managers have posed before: Where did she want to be in 10 years?

Nguyen could have said something about climbing the corporate ladder at Microsoft. But that’s not her style. She is as candid as she is energetic. And so, without hesitation, she told her manager that she wanted to leave Microsoft. She wanted to go back to a smaller company as its first chief lawyer. She wanted to build a legal team with the skills, perspective and knowledge that she’d gained at Microsoft and in her earlier role as the first in-house lawyer for software firm Avalara.

“I really missed and was energized by my experience being able to create something and build something from scratch, which I wasn’t really able to do at Microsoft,” Nguyen says.

The conversation with her manager occurred in 2016. By April 2017, Nguyen had cleared out her desk at Microsoft and was working as the first and only lawyer for another tech startup, PayScale Inc. Employers and employees use PayScale to research and compare average salaries for various jobs.

“It’s very exciting being able to move that fast and execute and see quickly the impact of whatever your project was. I find that incredibly rewarding.”

“When I had to roll out a GDPR [General Data Protection Regulation] and CCPA [California Consumer Privacy Act] compliance plan at PayScale, I could do so and I could do so fast,” Nguyen remembers. “I could bring all the stakeholders together quickly, share the plan and then execute. All in, that process took maybe a month and a half. If you work at a large company, that process is a year-and-a-half plus.”

She adds, “It’s very exciting being able to move that fast and execute and see quickly the impact of whatever your project was. I find that incredibly rewarding.”

In March of this year, Nguyen left PayScale and went to work for Lexion as the contract management software firm’s chief legal officer. At Lexion, Nguyen is once again a one-woman legal department.

“Very few lawyers join a startup at the seed stage and are comfortable with taking on the broad set of work that Jessica does. Why is she comfortable? It’s in her DNA,” Lexion CEO Gaurav Oberoi wrote in an essay nominating Nguyen as startup solo GC of the year.

“During a global pandemic and in just a few months, Jessica has significantly increased Lexion’s mindshare, grew its pipeline by more than 1,100%, tripled Lexion’s number of LinkedIn followers, and elevated the usability of the product by bringing her extensive in-house legal experience to the table--she’s the voice and champion of the customer,” he added.

At Lexion, Nguyen oversees deals, employment issues and provides advice on compliance and regulatory issues. She also handles project strategy and is a key part of the firm’s product meetings, where she says she helps “flesh out what features our buyers need.”

“I also play a revenue generating function,” she adds. “The most influential executives of a company are often in the revenue generating function. But oftentimes CEOs and the board don’t see legal as that strategic partner because they’re not revenue generating. But at Lexion, I sit in customer meetings and explain to the customer how Lexion can help solve a pain point of their role.”

Nguyen, who also helps customers use Lexion’s software, is more than a GC. She has a hand in sales, customer support, HR, marketing, compliance and operations. She’s also attending board meetings and wearing her corporate secretary hat. She’s strategizing with the board, figuring out where the company wants to go and how to get it there. Essentially, Nguyen does just about everything except code engineering.

“This is not easy. And it’s especially not easy during a global pandemic,” Oberoi wrote. “Most lawyers are risk averse and would be too fearful to take on these risks and challenges. Not Jessica. She embraces and runs toward them. In fact, she flourishes in the unique environment of a startup that requires a person to be both adaptable to constant change and be resourceful enough to solve new problems.”

Successful startup solo GCs have to enjoy doing it all. They have to embrace unpredictability. And they must be decisive.

“You can’t be risk averse. Everything you do has risks,” Nguyen says, adding that it's important to get support and buy-in from her CEO and other leaders in the company. “If something does go wrong, we made that decision together. We thought it was the right move at the time. And it made sense at the time. But sometimes things happen that really change the landscape.”

Of course, the life of a startup solo GC can be trying. Asked about the drawbacks of the position, Nguyen cites scarcity of resources and security. Smaller startups have inherent risks. They don’t all survive. And they ask a lot of their GCs.

For instance, one of the startup GCs in Nguyen’s circle, Trisha Kozu, sole in-house attorney for tech firm Panopto, had to keep working while dealing with COVID-19 symptoms and quarantined in her bedroom.

Nguyen recently took a much-needed family vacation at a rented house with a pool, but was unable to disconnect from her job. She says she continued to check emails and respond to anything that seemed critical. But it wasn’t a bother, she says.

“I love what I do. So it doesn’t feel like a burden,” she adds. “Even when I’m not working I’m thinking about work. I think about, ‘How do we build the company? Where should we take the product?’”

Nguyen seems tireless. Infinitely enthusiastic. But, at some point, does the life of a startup GC get to be too much? Is burnout inevitable? Which segues back to that old question that helped pave her return to the startup life years ago when she was at Microsoft.

Where does she see herself in 10 years?

“I think it could be a couple things,” she says. “No. 1 is it has to be interesting to me. Secondly, I think that, maybe, given the experiences that I have had at Lexion, PayScale, Microsoft, everything, I could see myself actually being not just a lawyer. I could see myself in a COO or CEO role too.”

True Teamwork

MetroHealth’s Deputy GCs transformed the department for their future.

By Dan Clark

In 2012, Michael Phillips was hesitant to take up the role of the chief legal officer of Cleveland-based MetroHealth after spending his career as outside counsel. One of his requests was that he be able to hire a new attorney so the department would have a team of three in-house members.

He knew of Laura McBride from his time working at Calfee, Halter and Griswald. Phillips says McBride was interested in getting away from being solely a litigator and had an interest in healthcare law and so he hired her in 2014. Sonja Rajki (pictured), had been with the department since 2012 and worked under the previous general counsel. Rajki and McBride almost immediately struck up a great working relationship and helped transform the department.

“Over the course of a couple of years, we worked on upping the ante in terms of the quality of our people. The CEO was very supportive in my desire to bring in a lot of work that was going outside,” Phillips says.

When Rajki and McBride were elevated to work as joint deputy general counsels in January 2019, they did not hesitate to help Philips make lasting changes to the legal department. One of their main tasks was to streamline work and yield significant savings on outside counsel spend.

Reorganization

The legal department at MetroHealth has always been small and functioned well, says McBride. However, he adds, before 2019 there were no defined roles for attorneys that business leaders could immediately look to for guidance.

“It functioned well for those in the department who knew who did what, but it was not clear to the clients,” McBride explains. “There was no formal organization and it was all hands on deck.”

“I always say that the way in-house counsel adds value is by seeing the big picture.” —Sonja Rajki

Outside of those in the legal department not having clearly defined work, other changes were coming that required the department to reorganize. Phillips was beginning an on-site, part-time role in 2020 and planned on retiring at the end of the year. McBride and Rajki say they needed a plan for the future and reorganizing the department was the first step in that plan.

“We started taking a look at what we did, what we like to do and what we do best,” McBride explains.

As part of the legal department transformation, the legal department is now split into two divisions: one that deals with corporate work, which Rajki oversees, and one that handles risk and litigation, which is overseen by McBride. They now lead where they both have the most experience.

The goal for attorneys in the department was for the other in-house attorneys to have their own expertise, but also be generalists and learn how the business operates. Despite the split, attorneys in the department are still encouraged to understand how the other side of the legal department operates.

“I always say that the way in-house counsel adds value is by seeing the big picture,” Rajki says.

Both Rajki and McBride tell Corporate Counsel the transition went smoothly because of their approach to treating the legal department like it is an internal law firm.

“The legal department is client first and it’s client-friendly. We make sure that our internal clients know that if they have one person they communicate well with they can continue to go to just that person and that person will get them connected,” McBride says.

Rajki further says they created charts that break down the legal department for the different business units that directs them to an attorney based on which issues come up.

“We spent some time educating the client on who do you call for what, and how to utilize their in-house legal department,” Rajki says.

Ultimately, restructuring the legal department and bringing more work in-house allowed the company to reduce outside counsel spend by 40%. The reorganization also allowed for the department to better handle the challenges of the new coronavirus.

COVID-19

The pandemic has not made work for any corporation easy. Every day there are new regulations and every day those regulations are being updated, according to Rajki. For MetroHealth, every day was a new challenge.

“We’d have to allocate that to the different lawyers even if it wasn’t in their subject area,” Rajki says.

Those daily meetings went on for the first few months of the pandemic. One of the biggest challenges early on was finding a way to relocate 175 nursing home residents to different facilities.

“It was a lot of communicating with regulators, doing regulatory filings and making sure and when you want to reopen you have everything you need to reopen,” Rajki explains.

For McBride, a lot of the litigation work had slowed down in the beginning because the courts were shutdown. She says the litigation and risk side of the department was able to work on projects such as getting patient consents and assisting staff in the changes of scope of practice such as developing ways for virtual visits.

The way Rajki and McBride co-handled the work that came with COVID-19 showed executives at the company that the two can share the top legal role at MetroHealth.

“It helped prove to a lot of people on the senior leadership team of the idea that you can have two chief legal officers,” Phillips says.

Phillips, who will be retiring in December, says he is confident that the legal department is being left in great hands. Neither McBride nor Rajki have the kind of egos that demand they be the sole top lawyer, Phillips says.

“Sonja and I have a difference in experience and expertise,” McBride says. “We have a natural yin and yang fit.”

The idea to become co-general counsels started when the department began reorganizing and McBride and Rajki were elevated to co-deputy general counsel in January 2019. While they will become co-general counsel after Phillips retires, they both say they want to maintain the role of the “working attorney” but with the additional responsibilities of a general counsel.

“Laura and I work really well together and we wanted to continue to be lawyers while being elevated to the role of the general counsel,” Rajki says.

The pair have put a significant amount of work into preparing to hold becoming co-general counsels. Rajki says they have continuous conversations into how they plan on co-leading.

“We really think it could be a good model for others as well,” Rajki says.

The two are now working on what the legal department will look like when they formally take over. However, with the company working on opening up a new hospital, there will be plenty of opportunities to innovate the legal department as new challenges arise.

“I’ve read that the law profession is the least innovative of all of them. We’re determined to wrestle the department into innovation,” McBride says.

Global Good

GlaxoSmithKline attorneys seek to build healthy communities through pro bono work.

By Kibkabe Araya

The multinational pharmaceutical company GlaxoSmithKline saw its global pro bono program volunteers increase to 49 legal department members in 2019, a 77% increase from the prior year.

From its inception in 2005, the U.S. pro bono program started with around 10 volunteers, including co-founder Andrew Boczkowski (pictured), assistant general counsel and pro bono committee chair at GSK in Philadelphia. Twelve years later, the program decided to expand to its global offices in London, where the company is headquartered, and Singapore. But one obstacle stood in the way that thwarts many global corporate legal departments’ volunteer efforts: pro bono malpractice insurance.

Boczkowski said the malpractice insurance was necessary for attorneys to be comfortable to take on certain cases wherever they were located. The company purchased the insurance as well as updated its pro bono work website and created a presence on Facebook for co-workers interested in the pro bono program. This helped get the word out on the program and its mission to attract more volunteers to help more clients.

“What we really tried to do over the past two years was review that policy and make a concerted effort to really drive participation in the program like never before.” —Andrew Boczkowski

“In the 2005 time frame, there was some interest in doing this with a U.S.-only policy that was created and a handful of U.S. lawyers who took some cases,” Boczkowski said. “What we really tried to do over the past two years was review that policy and make a concerted effort to really drive participation in the program like never before. The key to doing that was to increase participation in the U.S. but also make the program more inclusive and global in nature.”

In Philadelphia, Boczkowski manages the volunteers who facilitate bi-monthly legal clinics for homeless men through Saint John’s Hospice, steps away from the city’s convention center. Since 2015, the company has helped the nonprofit’s clientele with legal issues ranging from Social Security disability claims to immigration. Boczkowski discovered the nonprofit in 2015 after it received the company’s GSK IMPACT Award that distributes $40,000 grants to winners.

“The Homeless Advocacy Project was one of the groups that got one of these $40,000 grants. I happened to be in the office the day that they were having the ceremony in our lobby,” he said. “I basically walked up to the executive director, congratulated them, [and said,] ‘It’s great that the company is giving you money, but we have a legal department with willing participants hopefully. What can we do to help?’ And out of that, we came up with a project where we would staff one of the homeless shelters in Philadelphia with a legal clinic that would run every other month.”

Usually, six to seven GSK attorneys coordinate staffing the legal clinic and taking on cases. Local law firms Dechert and Klehr Harrison Harvey Branzburg also have assisted with the clinic.

Another stateside highlight in 2019 featured the pro bono volunteers in the Research Triangle Park office who helped 90 North Carolinians restore their drivers’ licenses. Under North Carolina law, one could lose their drivers’ license over failing to appear in court to resolve a traffic ticket or failing to pay traffic or criminal court debt, regardless if it’s a first offense.

Across the pond, the U.K. pro bono participants also went through the company to see which nonprofits they already had relationships with to find groups needing legal assistance. One partner is WellChild, a charity dedicated to helping seriously ill children. Singapore began its pilot pro bono program last year and partnered with the Law Society of Singapore Pro Bono Services to advise nongovernmental organizations that serve migrant workers.

With such exponential growth in 2019, Boczkowski said he believes the pro bono program will match last year’s success despite the novel coronavirus pandemic. The legal department is still offering pro bono assistance to its partners. For example, he said GSK attorneys are handling a Social Security case for the Homeless Advocacy Project.

“A lot of things froze when the pandemic hit, then courts closed and then the agencies that take volunteers for their cases had their financial issues to worry about,” he said. “As the spring went on, the legal need increased, so we’re trying to participate in projects where we can work remotely.”

He added the GSK pro bono program writes up a report at the end of every year, but participating attorneys are still looking for opportunities to give back while remaining at a safe distance.