Call them the difference makers.
That may be the best description yet of today’s corporate counsel.
Whether he or she is negotiating key agreements or meeting a company’s top challenge head-on—battling a federal agency, say, or grappling with a security breach—the in-house attorney is in the arena and in the spotlight, now more than ever.
Few attorneys understand and articulate this better than David Mace Roberts of Samsung Telcommunications America. He’s one of the 22 honorees in this year’s Corporate Counsel Awards program, a partnership between the Dallas-Fort Worth chapter of the Association of Corporate Counsel and D CEO.
“Too often the legal department in a corporation is the ‘Department of No.’ I’ve learned to be a facilitator,” says Roberts, who is Samsung’s associate general counsel. “ ‘A’ may not be the path forward, but what about ‘B,’ ‘C,’ or ‘D’? Our job is to figure out a way to move the business forward, to make it work.”
On the following pages you’ll learn more about all 22 of this year’s Corporate Counsel Awards honorees, and why each of them is making a difference for their companies.
The 2012 winners and finalists were selected by an astute and accomplished panel of judges. They were: Jana Ferguson, legal director, EEO and employment law at PepsiCo Inc.; Chris Kirk, chief administrative officer of CBRE; Mary Murcott, CEO of NOVO 1; Bob Robinson, senior vice president, general counsel, and secretary at BancTec Inc.; and Jeff Walker, vice president, associate general counsel, and corporate secretary at Energy Future Holdings.
We are grateful to them for their time and expertise.
Outstanding Deputy General Counsel/Associate General Counsel, Large Legal Department
Lockheed Martin Aeronautics Co.
When asked what’s more exhilarating, closing a big deal or catching a ride on an F-16, Marcia Stuart Ceplecha is quick to say, “Obviously, a ride in an F-16!”
The chief counsel of business integration for Lockheed Martin Aeronautics Co. in Fort Worth speaks from experience. Before attending law school at the College of William & Mary, Ceplecha worked at the Pentagon and Air Force as a program manager for several versions of the sleek fighter jet. Years later, her first in-house assignment was as associate general counsel for the F-16 program, after which she became chief counsel at Lockheed Martin Aeronautics.
She credits her prior work experience with making her a better in-house counsel. “As a program manager, you understood the objective, how to execute, what the client’s expectations were, and the importance of doing it within budget.”
Ceplecha’s work for one of the largest business units of the $14 billion defense contractor and its 25,000-plus employees includes leading a four-lawyer team that provides legal support for Lockheed Martin aircraft and aeronautics business ventures. That can encompass anything from the negotiation and drafting of teaming and international offset agreements to global contracts and procurement policies to a billion-dollar joint venture in the United Arab Emirates. For such work, Ceplecha admits that her experience studying abroad en route to a master’s degree from Georgetown’s School of Foreign Service comes in handy. “You have to be able to assist the business teams in doing business, not only in terms of other legal systems, but other cultures as well,” she points out.
Ceplecha worked nearly eight years for two Washington, D.C., firms, handling everything from government contracts to antitrust work for Lockheed Martin and other companies before making her move in-house. She clearly relishes the different view, and the different set of challenges: “Inside, you have hundreds of clients, you’re working on hundreds of matters, and you have to help the business on a wide variety of matters at all levels. You have to keep track of a lot of moving pieces.”
With corporations constantly under pressure to demonstrate value-added or cost cuts, Ceplecha concedes that it’s not always easy to translate the benefits added, or the risks avoided, by the work of the in-house lawyers. Yet at the end of the day, the one-time-punk rocker-turned general counsel is proudest of “the fact that my business clients see me and my team as a critical part of the business and its success.”
Outstanding In-House Counsel
It’s been a hectic year for Adam Alexander, corporate counsel at Sammons Corp.
At home, Alexander, his wife, and their 3-year-old daughter welcomed twins into the family in October 2011. At work, a new general counsel started the day after the twins were born. Then, during the first few months of 2012, Alexander helped negotiate a new corporate headquarters lease agreement for Sammons Enterprises, Sammons Corp., and Compatriot Capital, Sammons’ real estate investment company.
Alexander also worked on the team that negotiated the sale of the historic Grove Park Inn Resort & Spa to KSL Capital Partners. The Asheville, N.C., resort is on the National Historic Register and had been owned by Sammons Enterprises Inc. for more than 50 years. But over time, the resort became an outlier in Sammons’ investment strategy.
“There were just so many issues to sort through, some of which come in any hotel deal,” Alexander says. “Complications to the diligence process came from the age of the property [100 this year] and the length of time it had been owned by Sammons. The 200-plus acres of the property had never been surveyed as a whole—there had simply never been a need. And although there were several individuals who had been employees of the resort for decades, there still was no one available with personal knowledge of the resort operations during the entire period of Sammons’ ownership.”
A motivated buyer, reasonable outside counsel on both sides, and support from Sammons allowed them to get past the challenges and complete the sale, he says.
Alexander recalls those hectic days this way: “I’d work these long days and then come home and get spit up on, and frequently be responsible for getting three little ones fed and down for bed.” Understanding co-workers and supportive family members helped him handle the stress, he says.
Alexander worked as a litigator for the first seven years of his career but eventually discovered in-house lawyering fit him best.
“I got burned out, stepped back and really evaluated what I wanted in my career. I found the in-house counsel role, in the right setting, best fit my personality,” he says. “I enjoy working closely with the business and helping avoid problems before they start. And I feel my past life as a litigator allows me to better serve my business clients, because I understand how the endgame might play out.”
With the craziness at work and at home over the past year, Alexander says he received plenty of advice. The best practical advice: a nighttime nanny. But the best thoughtful advice, he says, was about priorities.
“My friend and Sammons’ assistant GC Cheryl Gosch, who raised two sets of twin girls, told me when my first daughter was born, and reminded me again when our twins were born, that having kids doesn’t turn your life upside down,” he says. “It turns your life right-side up.”
Outstanding General Counsel, Large Legal Department
Leigh Ann Epperson
It was the kind of nightmare scenario that general counsels have come to dread in the digital age. In April 2011, Irving-based Epsilon—one of three businesses that comprise Alliance Data, North America’s largest provider of data-driven marketing and loyalty solutions—reported a potentially massive data security breach. Millions of email addresses and consumer names were exposed, and the unforgiving spotlight of the media was focused on Epsilon, which provides email marketing and database management services to more than 2,000 global clients, including such companies as Best Buy, Citigroup, and Marriott International.
For Leigh Ann Epperson, senior vice president, general counsel, and secretary of Alliance Data, it was just one more challenge along the “rocket-ship ride” that 2011 was for her company. In handling the data-security incident, she says, “We made the decision early on to come clean with our clients. We put the interests of our clients first, and took ‘the body blow’ of full transparency with our clients, the government, investors, consumers, employees, and the media.”
For Epperson, who first joined Plano-based Alliance Data as an assistant general counsel in 2002 after representing the company while in private practice at Akin Gump, it was just one of many challenges met head-on as she’s shepherded the company’s expansion over its 10 years as a publicly traded company. Its three businesses include Alliance Data Retail Services, LoyaltyOne, and Epsilon. From acquiring a competitor to closing on a new, $1.6 billion credit facility to expanding Alliance’s international business, Epperson and her legal team have done their best to make the company’s rocket-ship ride a smooth one. Not to mention a highly profitable one: with 2011 revenue of $3.17 billion, Alliance ranks in the top 1 percent of all publicly traded companies in terms of shareholder return.
Epperson serves not only as general counsel but also as a member of Alliance’s six-person executive committee, along with the CEO, CFO, and the heads of each of the three businesses. For the Southern Methodist University law-school grad, it wasn’t just hard work, but important lessons learned along the way that helped her earn a seat at the table. As a law clerk for the late federal judge Barefoot Sanders, she learned that in any situation, “You need to get down to the determinative issue. Judge Sanders had zero tolerance for the gaming and posturing. He was able to get the parties to focus on what the real issue was. I’ve tried to emulate that.”
Outstanding General Counsel, Solo
David Poole was the first general counsel ever hired by oil and natural gas producer Range Resources Corp. And he’s still a one-lawyer shop—despite Fort Worth-based Range’s considerable size: $55.7 million in profit on $442 million in revenue during the second quarter of 2012 alone, with drilling operations in four key oil and gas plays.
“When I first joined Range Resources, it didn’t have a legal department of any kind. I sort of got to write on a blank slate,” says Poole, who has been with the company since June 2008.
Poole’s limited bandwidth is among his greatest challenges. He also serves as the publicly traded company’s corporate secretary, which has its own set of demands on his time.
One of Poole’s greatest accomplishments of his in-house career involves Range’s fierce fight with the Environmental Protection Agency, a battle that began in August 2010 and ended favorably for the company in March.
The fight originated with a landowner complaint of methane gas contamination of a water well near where Range had drilling operations. Ultimately, Range was able to prove the contamination was naturally occurring via a very shallow hydrocarbon zone under the water zone.
“It was very much a heated battle, and it had casualties,” Poole says. One was EPA Region 6 Director Al Armendariz, who resigned about a month after Range was vindicated. The resignation came on the heels of media coverage of a 2010 YouTube video that surfaced in which Armendariz suggested “crucifying” companies that didn’t comply with environmental laws.
Although Poole hired four outside lawyers to defend Range, he remained fully involved in the case. “I believed the company was right, and I knew the facts were on our side, so I set out to stay fully engaged in each battle with the help of some extremely talented outside lawyers,” he says.
He gave the company’s opening statement before the Texas Railroad Commission, for example. “We were getting a lot of media attention. I felt like that needed to come from someone from the company,” he says.
Prior to Range, Poole was general counsel of TXU Corp. when the company was sold in the largest leveraged buyout in U.S. history. He believes his broad background, which includes work as a litigator, prepared him to assist with the complicated transaction, a highlight of his corporate counsel career.
Poole says he sees the corporate counsel role as that of a gatekeeper.
“No company will have a strong ethical culture without a strong legal team that knows when and how to say ‘no’ and mean it,” he says. “I implement that at Range with a very simple but powerful philosophy. When we are wrong, we admit we are wrong, and we do everything we reasonably can to make things right. At the same time, when we are right, we defend ourselves in a very aggressive way.”