Maria Green Nails Down GC Role at Illinois Tool Works

Shannon Green

Corporate Counsel

04-05-2012

Maria Green was working as a real estate lawyer when Illinois Tool Works Inc.’s general counsel asked if she might like to join the company as a mergers and acquisitions lawyer. At the time, Green had never done a single M&A transaction. She says GC James Wooten’s view was that if she could manage a real estate deal, she could do M&A work, as well.

“Fortunately for both of us, I loved it and was good at it,” says Green, who, 14 years after that meeting, replaced the retiring Wooten as ITW’s top lawyer in February.

Most recently, Green served as deputy general counsel for ITW. She has also held in-house positions with the National Railroad Passenger Corporation (a.k.a., Amtrak), the Federal Home Loan Mortgage Corporation, and Continental Bank. Her law firm experience includes positions at Akin Gump Strauss Hauer & Feld; and Hazel, Thomas, Fiske, Beckhorn & Hanes.

At ITW, Green will be responsible for the legal framework of the company’s eight business segments—power systems and electronics, industrial packaging, food equipment, construction products, polymers and fluids, decorative surfaces, and a large group referred to as “all other businesses”—each of which generates over a billion dollars in annual revenues. Officially, she will serve as SVP, general counsel, and secretary of a diversified company that, in her words, makes “everything from carriers for pop and water bottles, to laminate countertops, to power tools.”

As an M&A lawyer, Green played a key role in the company’s expansion into new markets over the years. “ITW is very acquisitive,” she says. Last year, the company completed 26 acquisition deals, including Teknek and Despatch Industries.

She says one of the biggest challenges the law department faces is the volume of work associated with constantly adding new businesses. With each new acquisition, there are contracts to review and new employees to train, says Green. And for a company that earned $17.8 billion last year, ITW has a relatively small team of 20 lawyers to handle all the work.

“The business continues to grow,” she says, “and the number of lawyers is not growing in proportion to the growth of the business.”

Although it’s not one of her formal titles, Green will effectively serve as ITW’s chief compliance officer. That component of her job could be one of the most significant, given that approximately 59 percent of company revenues are generated outside the United States.

Like a lot of companies, ITW is growing in emerging jurisdictions. Green says that the company has experienced a lot of growth in Brazil, China, and—to a lesser extent—India and Russia

“Especially with the growth in those jurisdictions,” she says, “we have a lot of concerns.” Green will be responsible for making sure those businesses comply with the Foreign Corrupt Practices Act, the U.K. Bribery Act, and to the company’s own statement of principles.

Because ITW is involved in so many acquisitions, Green says it has a very vigorous due diligence process in place. “And that, coupled with the training that we do once we acquire a business,” says Green, “helps us to avoid any potential problems in that area.”

She says she always had an affinity for business law. While studying economics at the University of Pennsylvania’s Wharton School, she knew she’d either go on to get her law degree or her MBA. Law won out, and Green graduated from Boston University School of Law in 1977.

As ITW’s GC, Green will make good use of both the legal and business tools on her belt. “I’m looking forward to the challenge,” she says. “And hopefully to being a full business partner, as well as a legal adviser.”