You can't call them "Dr No" anymore. In contrast to the old stereotype, today’s corporate counselors aren’t hidebound obstructionists but creative leaders and problem-solvers, canny about finding smart solutions to the toughest issues. Sums up Kathryn Kotel, general counsel at Carlson Restaurants Worldwide: “We work under the principle that it is not our job to say ‘No,’ but, instead, if we have a concern with a proposed plan or action, we need to say, ‘No—but here’s an alternative way to accomplish that objective with less risk to the company.’ ”
That spirit of flexible, innovative participation is a key takeaway from this, our fourth annual Corporate Counsel Awards program, brought to you by the Dallas-Fort Worth chapter of the Association of Corporate Counsel and D CEO. This year we received more than 300 nominations—a record for the program—in 12 categories. Four of those categories were new this year, including the Bottom-Line Impact and Champion of Diversity awards.
The 2013 winners and finalists you’ll meet on the following pages were selected by a distinguished panel of judges, each of whom was a previous honoree in the program and a current or past ACC officer. The 2013 judges were: Marcia Stuart Ceplecha, chief counsel, business integration, Lockheed Martin Aeronautics Co.; Richard Cheng, founding partner, RC Law PLLC; Leigh Ann Epperson, senior VP, general counsel and secretary, Alliance Data; and PJ Putnam, president, Dallas-Fort Worth Chapter of the Association of Corporate Counsel.
As you might suspect with such a whopping number of entries, the judges worked longer and harder than ever this year to make their selections. And for that, we are truly grateful.
OUTSTANDING GENERAL COUNSEL OR CHIEF LEGAL OFFICER-SOLO
Tuesday Morning Corp.
As Dallas-based retailer Tuesday Morning Corp. fights to regain the hearts and wallets of its customers during an aggressive turnaround effort, its legal department has occupied an important seat at the table. Interestingly, even as Meredith W. Bjorck, senior vice president, general counsel, and corporate secretary, advises senior leadership on significant legal and business matters, she’s also tackling another formidable challenge: singlehandedly establishing the company’s legal department.
During her inaugural season as the publicly traded retailer’s first general counsel, Bjorck is gleaning the results of planning and strategy. Tuesday Morning delivered five straight quarters of same-store sales growth, with net sales growing to $838.3 million for the fiscal year ending June 30, 2013, compared to $812.8 million for the comparable period in 2012.
“We have had a lot of significant early successes on some key legal matters—and, in an ironic twist—the fact that these successes are not widely known is proof positive of the success itself,” she says about centralizing the company’s legal work and setting strategy for pending legal matters.
Personally, Bjorck credits a “business-first” career path that proved to be an invaluable starting point, having begun her professional journey not in law but in sales at IBM. “Because the bottom line is that in-house counsel must balance legal imperatives with the realities of running a business,” she says. “I learned this lesson early, and have applied it every step of the way.”
After law school, she practiced corporate securities/mergers and acquisitions law at both Vinson & Elkins LLP and Fulbright & Jaworski LLP in Dallas. However, the opportunity to become an in-house attorney at CEC Entertainment Inc. (dba Chuck E. Cheese’s), a childhood favorite, was too appetizing to pass up. Eventually she served as the company’s vice president, deputy general counsel, chief compliance officer, and corporate secretary.
“Every day is full of new and interesting challenges both from a business and a legal perspective,” she says. “It is a fast-paced, intense environment and I love that I am getting to play a key role in the turnaround of Tuesday Morning.” — Elise Anthony
Melissa Beare, Peerless Manufacturing Co.
Cherry Hearn, Which Wich? Superior Sandwiches
OUTSTANDING GENERAL COUNSEL OR CHIEF LEGAL OFFICER-SMALL LAGAL DEPARTMENT
As senior director, legal services for Flexjet, Bruce Marshall has worked on a variety of legal issues. But taking on the tax man ranks among the most challenging.
Marshall participated in two cases challenging federal and state taxes that affected Flexjet and the entire industry it’s part of: fractional aircraft ownership.
The federal case challenged an Internal Revenue Service claim that Flexjet must collect federal excise taxes on fees for management services provided to fractional aircraft owners. It resulted in the IRS refunding $1.2 million in paid taxes.
The state case was an industry challenge to a California property tax that made fractional “program managers” (like Flexjet) liable for collecting the tax, including five years retroactively. A judge ruled the retroactive tax to be unconstitutional. The ruling was upheld by the California Court of Appeals, permitting the refund of millions of dollars in paid taxes.
Marshall never planned a career as an in-house counsel. It was the result of an unexpected detour along his career path.
He spent nine years in private practice, representing banks, construction companies, transportation companies, and employee benefits funds in commercial litigation matters.
Then in 1991 he found himself in need of a job after the firm closed with just three days notice.
“I ended up going in-house, ironically, joining a team of attorneys from a bank that had seized one of our client’s businesses,” he says. “I never looked back. Being a corporate counsel has always provided me with the opportunity for meaningful and challenging work.” — Glenda Vosburgh
A. Christopher Ducanes, Allegro Development Corp.
Denise McWatters, HollyFrontier Corp.
Jonathan Yellen, FelCor Lodging Trust
OUTSTANDING GENERAL COUNSEL OR CHIEF LEGAL OFFICER-MIDSIZE LEGAL DEPARTMENT
Carlson Restaurants Worldwide
When the recession turned the tables on the restaurant industry, Kathryn Kotel changed the business recipe instead. Like others in the casual-dining sector, cost containment and reduction became imperatives at Carrollton-based Carlson Restaurants Worldwide, which owns the TGI Friday’s chain of restaurants worldwide.
The critical ingredient: collaborative efficiency, by getting in-house counsel much more involved in every aspect of the business. None of this was new for Kotel, the senior vice president, general counsel, secretary, and head of business affairs for Carlson Restaurants.
With a 27-year legal tenure that includes service as in-house counsel for the likes of Carlson, McDonald’s, and Convenient Food Mart Inc., Kotel knew restructuring the legal department would be necessary to address the heavier caseload and to put employees in a position to succeed.
The end result? “A greater level of job satisfaction in the legal department and an increased level of client satisfaction,” she says.
From a business standpoint, shifting responsibilities meant that Kotel’s department only had to add one additional employee, with an in-house legal team able to accommodate more matters and reduce outside expenses.
“I like the mental challenge of finding ways to not only continually protect the company, but also to advance the business,” she says.
The momentum behind those metrics is supported by Carlson’s attorneys actively participating in leadership meetings and working closely with leaders of each function and business unit.
“We work under the principle that it is not our job to say “No,” but, instead, if we have a concern with a proposed plan or action, we need to say, ‘No—but here’s an alternative way to accomplish that objective with less risk to the company,’ ” she says. — Elise Anthony
Margot Lebenberg Carter, RealPage Inc.
Jonathan Perkel, Travelocity
OUTSTANDING GENERAL COUNSEL OR CHIEF LEGAL OFFICER-LARGE LEGAL DEPARTMENT
Pepsico Americas Foods and Frito-Lay North America Inc.
There’s never been a dull moment for Marc Kesselman, who spent the summer between college and law school working as a Graceland tour guide, and later served as a U.S. Department of Justice trial lawyer and as general counsel for the U.S. Department of Agriculture.
When the latter appointment expired at the end of the George W. Bush administration four years ago, Kesselman left behind the lure of the Beltway for an in-house counsel post with 75 direct reports at PepsiCo and Frito-Lay.
His legal team supports PepsiCo Americas Foods, a $23 billion food and snack business which includes Frito-Lay North America, Quaker Foods & Snacks, Sabra Dipping Co., Sabritas, Gamesa, and Latin America Foods.
“I absolutely love being a part of an executive management team helping to grow a business,” Kesselman says. “In a regulatory agency like USDA, you can promote policies that will help grow the economy and benefit consumers. When you are in business, you actually get to make that happen.”
The past 18 months have proved challenging as PepsiCo undergoes a “major global business transformation,” which Kesselman says is producing “terrific” results, but requires major cultural shifts across the organization. His team also is playing a greater role in the daily business to manage the convergence of social responsibility with corporate governance—an issue that attracts activist investors and lawsuits, and can cause customers to walk away from brands.
His secret to managing a far-reaching legal department in a fast-paced environment? “The key is to hire talented lawyers with great judgment, roll up your sleeves with them when they need obstacles removed, and have their backs when they need to make tough calls,” he says. — Karen Nielsen
Felipe Gumucio, Bell Helicopter
Gjon Nivica Jr., Celanese Corp.