Outstanding Chief Legal Officer or General Counsel—Attorney Staff of
15 or more
Elaine Whitbeck
Alcon Laboratories Inc.
Perhaps it’s only appropriate that Elaine Whitbeck found her true calling as chief legal officer, general counsel and corporate secretary of Alcon Laboratories Inc., the world’s largest eye care company. After all, if there’s one thing her job has demanded of her since joining the company in 1986, it’s vision. Besides being responsible for the usual in-house legal issues for Alcon (ranging from litigation and transactional matters to employment and intellectual property concerns), Whitbeck has successfully shepherded the company from taking it public in 2002 (in one of the largest pharma IPOs of the year) through its April 2011 merger with Novartis AG.
The $52 billion merger with the Swiss pharmaceutical giant made Alcon a part of Novartis’ second-largest division, and gave Whitbeck general counsel duties over the new group, into which the Alcon, Ciba Vision and OpthaPharma entities were placed. Whitbeck welcomes the ongoing challenge of combining the three companies, and also of integrating Alcon into Novartis, a task that will mean a tremendous amount of legal work for her and the 34 attorneys in her legal department.
For the University of Virginia graduate and former director of legal operations for Mary Kay Cosmetics, it’s probably a good thing that she doesn’t need much sleep. In addition to coping with the time zone changes and travel, Whitbeck has had to master not only U.S. but Swiss law, too. She notes that this was especially true before the merger, when Alcon was listed on the New York Stock Exchange. There were instances when the country’s laws applied differently, and they always had to be reconciled with the NYSE and the SEC.
It hardly comes as a surprise that the chief legal officer for the world’s biggest eye care company would make giving the gift of sight a priority outside of work as well. Whitbeck has served as a board member of Prevent Blindness America’s Texas chapter, and currently serves on the board of ORBIS International, which performs surgeries worldwide. She also gives back to the profession, earlier serving as Texas president of the General Counsel Forum, where she continues as a member of the group’s board. In 2009, her industry colleagues honored Whitbeck with the Dedman Ethics and Law Award. “Knowing that my peers thought that much of me,” says Whitbeck, “is something that I will always cherish.”
Whitbeck says she is “grateful for every thing that I am given to accomplish … whether it’s rescuing dogs or closing a merger.” When asked where she finds time for all of these pursuits, Whitbeck quotes Antoine Arnauld: “Shall I have not all eternity to rest?”
—John Browning
Finalists
Madeleine Johnson
Southwest Airlines
Despite a lack of mergers and acquisitions experience, Madeleine Johnson led Southwest Airlines in its recent purchase of AirTran Airways. The $3.2 billion deal required her to negotiate the merger agreement, oversee compliance with securities law and filings, handle shareholder litigation challenging the merger, advise the integrations and PR team, plan operational integration, lay the groundwork for union negotiations, and participate in antitrust and other regulatory reviews. Before coming to Southwest three years ago, Johnson served as Dallas City Attorney and as an assistant U.S. attorney.
Gary Kennedy
American Airlines
As the head of legal affairs, corporate compliance, and corporate governance at American Airlines, Gary Kennedy negotiated the company’s purchase of 925 Boeing and Airbus aircraft in late July. The purchase, which is estimated to be valued at more than $50 billion, is the largest aircraft purchase in the history of aviation. In the last two years, Kennedy negotiated antitrust approval to allow American Airlines to form a joint venture across the Pacific with Japan Airlines and across the Atlantic with British Airways and Iberia Airlines. He also established a pro bono program in American Airlines’ legal department.
Clay G. Small
PepsiCo Inc.
After serving in nearly all of PepsiCo’s divisions, Clay Small was appointed senior vice president to bridge the communication, transparency, and technology gaps among the group’s international offices. He instituted a number of changes to revamp the legal division’s infrastructure, including creating “Centers for Excellence” to address common issues and share best practices. Before heading the legal division, Small led the team that purchased the worldwide rights for 7Up and acted as general counsel of Pizza Hut, where he negotiated a 20-year franchise agreement. Small’s experience with Pizza Hut led him to co-found the National Franchise Mediation Program, which works to resolve disputes among franchises with minimal litigation. Following his retirement from PepsiCo in December, Small plans to teach at SMU’s Cox School of Business.
