The work is so fast-paced and varied, corporate counselors rarely have time to become bored. And, many relish the opportunity to mix it up over complicated, contentious issues—whether that means matters stemming from the “craziness” of a company under siege by its customers or the federal government, or litigation involving the firm’s biggest shareholders.
Those were some of the main points stressed by the winners of this, our fifth annual Corporate Counsel Awards program, brought to you by the Dallas-Fort Worth chapter of the Association of Corporate Counsel and D CEO Magazine.
The winners and finalists you’ll meet on the next few pages were selected by a distinguished panel of judges, for whose hard work we are truly grateful. Our 2014 judges were: Hon. Martin Hoffman, judge, 68th Judicial District Court—Dallas County; Michelle Peak, senior labor attorney, American Airlines Inc.; Hon. Gena Slaughter, judge, 191st Judicial District Court—Dallas County; Clay Small, former senior vice president and managing attorney, PepsiCo Inc., and adjunct professor at Southern Methodist University’s Cox School of Business; Mark Stachiw, managing partner, general counsel, and secretary, NxGen Partners; and Elaine Whitbeck, former senior vice president and general counsel, Alcon.
OUTSTANDING GENERAL COUNSEL OR CHIEF LEGAL OFFICER — SOLO
Thermopylae Ventures LLC
Work is a bit of a juggling act for Richard Blunk these days. In addition to handling his responsibilities as general counsel of Thermopylae Ventures, he now also has direct profit-and-loss responsibility for the group as managing director.
“I am becoming more comfortable in these dual roles,” he says. “But striking an appropriate balance has frequently been challenging.”
Taking on the added responsibilities for Thermopylae—which has interests in alternative litigation finance, IPv4 Internet address brokerage and investment, inbound foreign investment, and data storage operations and technology—allows Blunk to use both his legal and business skills, which is something he likes.
“I enjoy working as a member of a management team that respects both my legal and business input in the analysis of business opportunities and the inherent legal risks,” he says. “It enables me to participate in the entire process of assessment, planning, and execution.”
Blunk spent 11 years in private practice, focusing on transactional work in banking, commercial, corporate, investments, real estate, securities, and technology. His first general counsel position was with Dalfort Aviation, a privately held, third-party aircraft maintenance company located at Love Field. Following the sale of the company, he worked as general counsel in the technology, commercial finance and lending, investment, and restaurant industries.
“What I like about my job is that there is something new every day,” he says. “If you’re good, lucky, or smart, you win. If you aren’t, you don’t. I work with varsity folks. I’m good at twisting the Rubik’s cube and seeing the parts and people that need to be pulled in.”
— Glenda Vosburgh
Finalists: Cherry Hearn, Which Wich? Franchise Inc. • Amy Howell, Zimbra Inc.
OUTSTANDING GENERAL COUNSEL OR CHIEF LEGAL OFFICER — SMALL LEGAL DEPARTMENT
Allegro Development Corp.
Christopher Ducanes, Vice President of Administration, General Counsel and Secretary of Allegro Development Corp., knew early on that he wanted a career involving international business transactions. Armed with a JD degree from John Marshall Law School in Chicago and an LL.M in Transnational Business Practice from the University of the Pacific’s McGeorge Law School in California, Ducanes completed a year-long Japanese language program and was ready to head for Tokyo before the market there collapsed. After a brief sojourn in private practice, plus in-house stints at two other information technology companies, Ducanes landed at Allegro in 2007, becoming the first general counsel for that company. Now he puts his international training to good use for this leading software provider for the energy industry; the company has offices in Zurich, London, Singapore, Canada, and Australia.
But Allegro’s ascent has also brought some rocky moments in the last year, most notably the termination of Eldon Klaassen, the software provider’s founder and largest shareholder. That rift spawned a litigation drama that reached the Supreme Court of Delaware before being resolved in Allegro’s favor. Through it all, Ducanes recalled the voice of one of his first mentors: “He warned me that as in-house counsel, I’d have to make decisions that would be difficult, but that still would have to be made.” Dealing with the transition and conflict among shareholders was challenging, according to Ducanes, but he dealt with it by “managing my own emotions, identifying where other’s emotions were coming from, and becoming more focused on our goals and objectives.”
As it turns out, staying focused and “really putting effort into execution,” rather than picking sides during the management shakeout, paid off both for Allegro’s growth and for Ducanes. Allegro, which has grown by 33 percent, announced a recapitalization in July. The managing director at one of the investment firms that financed the recapitalization? The previously-ousted Eldon Klaassen.
— John G. Browning
Finalists: Craig Adams, Matador Resources Co. • Jimmy Doyle Hulett, Goodman Networks Inc. • Jay Tobin, Dave and Buster’s Inc.
OUTSTANDING GENERAL COUNSEL OR CHIEF LEGAL OFFICER — MIDSIZE LEGAL DEPARTMENT
John D. Torres
when lennox international decided to sell one of its four major business units, the process became complex and lengthy, stretching over 10 months. It started with a drawn-out multi-bidder process requiring separate management presentations to more than a dozen suitors. But after considerable negotiation, the lead bidder withdrew—and the whole process had to start over again.
Closing the deal called for a major effort across several Lennox departments, and many team members became discouraged. Encouraging them and keeping them focused on the task was one of John Torres’ responsibilities. “We found opportunities to keep spirits up by celebrating incremental successes along the way,” he says. After prolonged negotiations, the deal was finally closed successfully.
Complicated deals aren’t new for Torres. In 2004, he led the legal effort on the initial public stock offering when Motorola spun-out its semiconductor business into Freescale Semiconductor. Two years later, he led the legal effort when Freescale was taken private.
After beginning his law career at a law firm, Torres says he made the move to corporate law for two reasons. “I enjoyed being a litigator, but I had grown to despise the discovery side,” he says. “But the more compelling reason was to enjoy a purer practice of law. As a law firm attorney, I sold legal services with the goal of maximizing revenue. As an in-house attorney, I deliver legal services with the goal of achieving and protecting business objectives. The in-house perspective is much more fulfilling.”
Another rewarding aspect of his job is developing people. “It’s my responsibility to find growth opportunities for the lawyers on my team and to coach and guide their development,” he says. “It’s an important part of the job.”
— Glenda Vosburgh
Finalist: Lori Browne, Fairpay Solutions
OUTSTANDING GENERAL COUNSEL OR CHIEF LEGAL OFFICER — LARGE LEGAL DEPARTMENT
J.C. Penney Co. Inc.
Janet Dhillon joined JCPenney in 2009, shortly before the retail chain entered one of the most tumultuous periods in its history. A high-profile change of the CEO, an activist shareholder, and a massive effort to transform the retailer, founded in 1902, with a different pricing model, updated merchandise, and new store designs failed to resonate with shoppers. Sales plummeted. Layoffs and store closures ensued.
As the company’s general counsel, Dhillon’s plate was full. During Ron Johnson’s 17-month tenure as CEO, the legal department handled 51 reductions in labor and negotiated more than 50 merchandise agreements. After Johnson’s departure in April 2013, the department helped the retailer obtain a $2.3 billion loan in a short timeframe and oversaw an $800 million stock issuance to stabilize finances. Last year, the company’s board and its committees met 64 times—meetings that required significant preparation by the legal team.
Despite the challenges, the legal department remained largely intact throughout the turmoil. Constant communication with the legal team was paramount, Dhillon says: “At the height of the craziness I said, ‘You know, you don’t have to read everything that is written about us.’ Some days it seemed constant and relentless.”
Dhillon said she’s proud of her team’s work. “One of the great benefits of working in-house is you get to spend a lot of time with your client and understand their business,” she says. As a result, in-house lawyers can spot legal issues that might impact the business ahead of outside counsel because they are in the trenches daily.
“You can be at the forefront of helping the business adjust,” she says.
— Kerry Curry
Finalists: Audrey Andrews, Tenet Healthcare Corp. • Peter Riley, The Howard Hughes Corp.
Russ Hubbard joined American Airlines in August 2010 and by November 2011 he was working on one of the country’s most high profile cases—the company’s bankruptcy filing. Hubbard wasn’t actively looking to go in-house but, after four years at commercial litigation boutique Figari & Davenport, he heard about the job at American and it sounded so interesting, he pursued it.
He says he likes that the job touches so many aspects of the law beyond trial law.
“I’m a litigator, so I don’t mind confrontation,” Hubbard says. But he also likes to solve disputes before they reach litigation: “I like coming up with creative solutions to problems, trying to solve problems before they become full-blown lawsuits.”
He was tapped to be on the bankruptcy team about a month before the filing—a top-secret undertaking. His family was puzzled by his crazy hours around the Thanksgiving holiday, but he couldn’t explain due to the need for confidentiality. The intense work didn’t cease after the initial filing. For several months, he and others on the team worked from a “war room” on the case, often dealing with vendors who wondered whether they’d be paid or have an ongoing relationship with American Airlines.
Hubbard says he learned a ton about the airline business and bankruptcy law in a hurry. One of his jobs was gathering details and facts for the first-day motions and orders, which allow a company to continue their day-to-day operations during bankruptcy. “It exposed me to a lot of senior leadership of the company that I [otherwise] would not have had an opportunity to meet that early in my career,” he says.
— Kerry Curry
Finalists: David Colletti, 7-Eleven Inc. • Raghu Seshadri, Southwest Airlines
OUTSTANDING IN-HOUSE COUNSEL
BNSF Railway Co.
It’s hardly surprising that Larhonda Brown-Barrett is a fan of the Transformers movies. The senior general attorney at BNSF Railway Co. is a model of adaptability, having transformed from Jersey girl to University of Pennsylvania-trained mechanical engineer to intellectual property attorney to Mandarin-speaking, China-based Biglaw attorney to her current position: local technology attorney and IP attorney for the Fort Worth-based railroad giant. Though partial to the blockbuster special effects of the transforming vehicles in the Hollywood series (“Maybe it’s the engineer in me,” she says), Brown-Barrett sees parallels between the movies’ noble Autobots and the traits of a successful in-house counsel. “I like how Optimus Prime steps in and takes charge,” she says, noting that it’s “important for an in-house attorney to be assertive when you need to be, to be reliable, and to be a leader—especially when it may not be popular to do so.”
Brown-Barrett attributes much of her success at BNSF to this adaptability and to her multiple skill sets, observing that, “I sit in meetings not just as a lawyer, but as a systems analyst, as an engineer, as someone who’s sensitive to the realities of project management. My role is to craft an agreement that doesn’t just look good on paper from a legal standpoint, but that is practical and something that the rest of the team can operate under and govern.”
The University of Michigan law grad also points to the communication skills honed during her years in Australia and China as key to her success at BNSF, as demonstrated by the recent success of protracted negotiations between the Class 1 Railroads, the FCC, and a number of Native American tribal nations over the construction and installation of telecommunications facilities near railroad track and tribal lands. It was an effort involving “bridging differences in culture, business approaches, and communication style,” according to Brown-Barrett, and one which “leveraged sensitivities honed from my time living and working in China.”
Indeed, Brown-Barrett has demonstrated a Transformer-like ability to adapt to virtually any scenario in her legal career, particularly her four years at BNSF Railway.
— John G. Browning
Finalists: Adrienne Brown, PepsiCo Inc. • Susan Chao, PepsiCo/Frito Lay North America • Chris Dunstan, Ericsson Inc.
OUTSTANDING DEPUTY OR ASSOCIATE GENERAL COUNSEL — SMALL LEGAL DEPARTMENT
Orix USA Corp.
Ryan Farha didn’t set out to become a lawyer. After college, he became a financial consultant. But after two years of observing attorneys in various meetings, he found them to always be the “go-to” experts for solutions to complex situations. “I wanted to be that person,” he says. “So I decided to quit my job and start law school.”
Farha did a summer clerkship with Winstead PC and received a job offer in its corporate, securities, and mergers and acquisitions practice group. He later left to work in-house for one of the firm’s clients, ORIX USA Corp., the U.S., Latin American, and Canadian operating platform for Tokyo-based ORIX Corp., a $100 billion global financial services conglomerate.
It has been a fast ride, as ORIX USA, also known as ORIX Americas, announced new initiatives in Latin America and Canada. The company’s transformation was driven by a new slate of executives, a culture shift, and a branding effort.
Since joining the company three years ago, Farha has closed transactions totaling more than $3.5 billion. Outside firms have helped manage the workload, he says.
Farha has been lead in-house counsel on more than a dozen M&A deals this year alone. Some of those have closed, some have died, and others are still being negotiated. ORIX USA has an in-house legal staff of six attorneys.
“Not to sound cliché, but teamwork isn’t a buzzword … it’s our survival skill,” Farha says. “The key challenge is making sure we are in sync and we all communicate. The last thing you want to be as a legal department is a bottleneck.”
— Kerry Curry
Finalists: Monica Berry, NTR Metals • Kim Rozman, HBK Capital Management
OUTSTANDING DEPUTY OR ASSOCIATE GENERAL COUNSEL — MIDSIZE LEGAL DEPARTMENT
As the Senior Labor and Employment Counsel for Flowserve Corp., an industrial pump, valve, and seal manufacturer and service provider with some 18,000 employees in more than 55 countries, Thomas Corwin doesn’t work for thunderous applause. It’s a far cry from his days as a drummer for small rock bands, touring and recording a mix of original work and classic-rock covers.
But just because he chose a legal career over being “forever mired in obscurity” doesn’t mean the Austin College and Texas Tech School of Law grad hasn’t taken valuable lessons from his music days into the boardroom. Like drummers, Corwin says, in-house counsel often have to communicate with the right blend of “hit it loud,” where “you do everything with high confidence,” and “less is more,” where “a general counsel is more selective in determining what’s worthy of sounding the company’s alarms.”
Charged with overseeing all the company’s labor and employment matters in the U.S., Canada, Europe, the Middle East, and Africa, Corwin loves the fact that he’s never bored. “I never have the same day twice,” he says. Whether it’s hiring Flowserve’s first employees in countries including Kenya and Turkey, terminating an underperforming worker in the Netherlands, or assisting in remotely collecting data while walking the delicate tightrope of EU data-protection laws, Corwin has found the legal questions to be as diverse as the cultures he encounters.
In addition, Flowserve’s global operations require a constant awareness of cultural diversity that’s been eye-opening for the 20-year lawyer. “I used to view California as an extreme legal system,” Corwin says. “But now that I handle issues all over the world, California doesn’t even hit my radar compared to some European countries’ emphasis on employee rights.” Corwin observes that cultural differences also require him to vary his communications style: “The German culture is very direct. Polite suggestions are likely to be ignored. If I give a direct message to someone in France, however, I risk insulting them.”
Corwin honed his transnational communication skills in his previous in-house position working for Fort Worth-based Bimbo Bakeries USA, the U.S. subsidiary of Mexico’s Bimbo Bakeries. He credits his background as a government lawyer and in private practice with helping him communicate with regulators and juries: “If I cannot explain a situation to my 8-year old child, I do not understand it myself.”
— John G. Browning
Finalists: Peggy Hintergardt, Essilor of America Inc. • Betty Ungerman, Lennox International
OUTSTANDING DEPUTY OR ASSOCIATE GENERAL COUNSEL — LARGE LEGAL DEPARTMENT
Susan Stafford Jeffus
Moneygram International Inc.
Susan Jeffus doesn’t shy away from challenges, and that includes suing Goldman Sachs, one of Moneygram’s largest shareholders, and the internal revenue service. The Goldman case stemmed from MoneyGram’s purchase of allegedly fraudulent collateralized debt obligations and residential mortgage-backed securities.
From 2007 to 2009, MoneyGram was hit with about $1.4 billion in mortgage securities-related losses. “The argument could be made that it almost drove MoneyGram into bankruptcy,” says Jeffus, who joined the company in 2010. “I looked over the investment portfolio and asked for an explanation for those losses. The more I looked at them, the more I believed that something unethical had gone on.”
Jeffus says it took her two years to convince the company board that suing Goldman Sachs, which holds 19 percent of MoneyGram, was in the shareholders’ best interests. Finally, with the CEO’s backing, a lawsuit was filed against Goldman, as well as UBS, RBS, and Deutsche Bank. A separate suit was filed against Citigroup.
The suits have now been settled, Jeffus says.
MoneyGram’s case against the IRS, which is pending in U.S. Tax Court, involves the tax treatment of more than $100 million and the definition of a bank under IRS Code. “We say that we function as a bank,” Jeffus says. “The IRS doesn’t agree.”
Jeffus decided to become a lawyer as a young girl living in the West Texas town of Hamlin, where she often sat in the courtroom watching “blustery, loud, and larger-than-life” District Attorney Jack Willingham “fight for the people.”
“He always told me, ‘You’re only known for your ethics,’ ” she says. “That’s my aspiration—to show others that ethics are important to me.”
— Glenda Vosburgh
Finalists: James Benes, FTS International Services • Terrance Henderson, Comerica Bank
CHAMPION OF DIVERSITY
Xerox Business Services LLC
Hope Shimabuku, Vice President and Corporate Counsel at Xerox Business Services LLC, is a champion of diversity who’s realistic enough to know that, although accolades are gratifying, the path to meaningful change is more of a marathon than a sprint.
The engineer-turned-intellectual property attorney has helped lead the charge for more women in the IP field as a facilitator for DFW Women in IP. She has also championed greater diversity overall as chair of the State Bar of Texas’ IP Section Diversity Task Force, and as chair of the Dallas Diversity Task Force in 2012. While president of the Dallas Asian American Bar Association, Shimabuku attended Dallas City Council meetings, advocating for maintaining representation by the Asian community on the city’s Judicial Nominating Committee (the body that vets prospective Dallas County municipal judges).
Advocating before the often-divisive city council is a challenge that the University of Texas and Southern Methodist University law grad takes in stride. After all, Shimabuku is used to juggling not just a professional career and the demands of a family—she is the proud mother of 8- and 5-year-old daughters—but also an array of volunteer and leadership positions in the legal arena, as well as the community at large. In addition to her diversity-related work and her leadership at the local and state bar levels, Shimabuku is an active volunteer and Bible study teacher at her church. Balancing career, volunteer work, and family is not easy, she says. “There’s a time for everything, and you have to set certain boundaries,” she says. “In the evening, I try to limit extracurriculars to one activity per night. And the job comes first, so sometimes that simply means I need to stay up later when it means getting the job done.”
Shimabuku is no stranger to challenging circumstances. Her previous position as in-house counsel was with the troubled BlackBerry company, a job she says she put her heart and soul into and one that was “bittersweet to leave” when the company lost market share and began downsizing. The future, she says, is much brighter at Xerox, where her chief challenge as the person responsible for all of Xerox Business Services’ intellectual property matters is to help the company “transition into a more streamlined” model that enhances its technology portfolio.
— John G. Browning
Finalist: Navin Rao, Michaels Stores Inc.
Bruce Wark has been an in-house attorney at American Airlines for 21 years. The legal work keeps him there. “Most of what we do matters a great deal to the communities we serve,” he says. “I’ve had the privilege of working on matters that had a great deal of complexity, matters that you are reading about in the newspapers, matters that gave me an opportunity to work with some of the finest lawyers.”
Wark played a major role in the December 2013 merger of American Airlines and US Airways. The deal got plenty of regulatory scrutiny in the United States and abroad, which was expected.
Wark’s role was working with outside counsel to convince the Department of Justice not to oppose the merger.
“From American Airlines, I was the primary person responsible for coordinating that work, which meant retaining the lawyers that we wanted to advocate for us in front of the DOJ,” he says.
Wark also lined up economists and others to advocate that the merger was a good idea for consumers, and to respond to the DOJ’s areas of concern.
When American was initially unsuccessful at convincing the justice department, the effort really ramped up. American and US Airways each had two outside firms working on the deal, Wark says.
Coordinating among all of them was a significant undertaking. “As you know, the way the story ultimately ended is, at some point we got together with DOJ and negotiated a deal,” says Wark, who credits the coordinated effort to multiple attorneys who worked on the merger, including former AA General Counsel Gary Kennedy. “It was a busy time,” Wark says. “It was one heck of a year.”
— Kerry Curry
Finalist: Clay Scheitzach, Xerox Business Services LLC
OUTSTANDING COMMUNITY SERVICE
Dena DeNooyer Stroh
Murchison Oil and Gas Inc.
In 1995, Dena DeNooyer Stroh had the opportunity to work on and attend a luncheon for a group called Attorneys Serving the Community. The organization—which to date over its 27 years has raised nearly $4 billion for nonprofits serving local women, children, or families—made a big impression on her.
That summer, Stroh was an intern at the Vinson & Elkins law firm and helping senior attorney and luncheon co-chair, Cindy Stephens, with the event. “I was impressed with how nice the luncheon was and how well it was attended, and I liked the idea of women lawyers coming together for a good cause,” she says. “That appealed to my sense of community.”
Stroh vowed to one day join the now-400-plus-member organization comprised of female lawyers, judges, law professors, and law students in North Texas. That happened in 2001, and she served as co-chairperson of the organization from July 2012 through July 2014.
Since joining Murchison two-and-a-half years ago–she’s a one-person legal department there—Stroh has handled all the company’s legal matters as well as outside counsel relationships. No two days are alike, but every one is jam-packed, she says. Still, she makes time to support causes she feels strongly about that benefit the community—including Legal Aid of NorthWest Texas, the Dallas Volunteer Attorney Program, and Dallas Area Habitat for Humanity.
Stroh was also sponsorship committee co-chair for the 2013 Women’s Advocacy Awards benefiting Legal Aid, which nearly doubled proceeds from the 2012 event, and she’s co-chairing the 2015 event.
She became involved with Dallas Area Habitat for Humanity in 2003 and serves on its board of directors and development committee.
— Glenda Vosburgh
Finalists: Kara Altenbaumer-Price, USI Southwest • Pamela St. John, AT&T