Moves: Staying On Track

Corporate Counsel

07-01-2012

Staying On Track

The new legal head of Union Pacific aims to keep the company on the rails.

As a young law school grad, GAYLA THAL took an in-house job at Union Pacific Railroad Company. Her bosses kept giving her interesting work, so she stuck around. Now, more than 30 years later, she is leading Pacific's legal department.

Omaha-based Union Pacific, the largest railroad in the country, promoted Thal to the position of senior vice president and general counsel in March. She most recently served as Union Pacific's chief compliance officer. She succeeds J. MICHAEL HEMMER, who will stay aboard in an advisory role until he retires later this year.

When Thal started her career, common wisdom dictated that her generation would—and should—change employers, if not career fields, many times. "I considered the applicability of that advice and realized that there were no richer career opportunities than I had at UP," Thal said in an e-mail. "Within months of joining Union Pacific, I was assigned to work on the company's most important legal matters."

Thal says her bosses continued to impress her over the years, but for different reasons. On the eve of a scheduled trial in the early 1990s, Thal's father, a retired UP employee, had a life-threatening heart attack. The presiding judge granted her request for a continuance, over the objection of her opposing counsel. When Thal returned to the office, her supervisor told her to go home and not worry about work. "[That] support, at a critical personal time, solidified my commitment to Union Pacific," she says.

Thal's decades of experience will come in handy as she takes on a larger role in industrywide negotiations and lobbying efforts. She says that she is advising policy makers on regulations governing the transportation of hazardous chemicals—an issue crucial to railroads—and also advising the industry on proposals to open freight rail networks, like the one owned by Union Pacific, to passenger trains. After months of careful negotiation, Union Pacific allowed its freight rails in the Dallas area to be used to transport football fans attending last year's Super Bowl at Cowboy Stadium. "We are working closely with all stakeholders to find solutions that sustain and protect safe operations and freight service," Thal says.

Thal attended the University of Nebraska at Kearny and Creighton University School of Law. When she's not working, she says that she enjoys spending time with her husband and four adult children at their ranch in New Mexico.

—JAN WOLFE

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Electrified Portfolio

Energy Future Holdings Corp.'s STACEY DORÉ has been given a power boost. Doré, most recently the top lawyer for EFH subsidiary Luminant Energy Company LLC, was promoted to general counsel and senior vice president of the holding company in April. In addition to Luminant, the Dallas-based EFH's portfolio includes Texas energy companies TXU Energy Services Company LLC and Oncor Electric Delivery Company LLC.

Doré replaces ROBERT WALTERS, who left the company to join Gibson, Dunn & Crutcher. Walters lured Doré to EFH from the Dallas office of Vinson & Elkins in 2008. She had focused her 11-year practice on antitrust, business torts, and media defense work. But when Walters left the firm to become GC of EFH, Doré jumped at the chance to go in-house as associate general counsel of litigation. "It was an opportunity I really couldn't pass up," she says.

In her four years with EFH, Doré has worked closely with the company's senior executives. She has had the opportunity to learn the company's strategies for success on the legal and business fronts. The seasoned lawyer has also seen the type of industry challenges that can sometimes trip the circuit breakers—and trip up a company. Doré says that stringent federal regulations, resource adequacy issues, and low natural gas prices are among her biggest concerns.

The new GC expects her responsibility for regulatory litigation and EFH's liability management program to be among the most time-consuming aspects of her position. She will hold weekly meetings with the general counsel of the Texas power company's four divisions—including STEPHANIE ZAPATA, who replaced Doré at Luminant. The GCs will be backed up by a team of 20 lawyers.

Doré received her law degree cum laude from Harvard Law School in 1997. She graduated summa cum laude from the University of Southwestern Louisiana, where she earned a bachelor's degree in journalism. "I had thought about law school since high school, but my decision was cemented when I was in college," says Doré. Although she says that she always loved writing, she was looking for a profession that allowed her to be an advocate—"not just an objective observer."

—SHANNON GREEN

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Legal Mother Lode

Aluminum giant Alcoa Inc. recently put its legal team through a casting process—importing some new elements and reshaping the look of the department. It brought in AUDREY STRAUSS as its new chief legal officer and mined its lode of internal talent, including new GC MAX LAUN, to fill key positions.

Strauss is taking on the roles of chief legal officer, chief compliance officer, and corporate secretary. She will report to chairman and CEO Klaus Kleinfeld. Strauss succeeds KURT WALDO, the outgoing executive vice president, CLO, and CCO, who will officially end his 32-year Alcoa career on August 1.

Strauss comes to Alcoa from the New York law firm Fried, Frank, Harris, Shriver & Jacobson, where she was a senior litigation partner. She proved her mettle defending individual and corporate clients in white-collar criminal cases. Strauss also gained experience handling internal investigations and often represented clients in civil matters that were spun off from grand jury and Securities and Exchange Commission cases.

Prior to joining Fried Frank, Strauss served as chief appellate attorney and chief of the fraud unit in the U.S. Attorney's Office for the Southern District of New York. She earned her bachelor's degree from Barnard College and her J.D. from Columbia Law School.

Alcoa is the world's leading producer of primary and fabricated aluminum. The Pittsburgh-based company (whose top executives are based in New York) is also the top miner of bauxite and the top refiner of alumina, both of which are used in aluminum production.

New general counsel and vice president Laun will report to Strauss. He joined Alcoa in 1988 and most recently headed its mergers and acquisitions practice. During his tenure, Laun has coordinated some of the company's most significant deals, including the formation of its joint venture in Saudi Arabia. Laun earned his bachelor's degree in history and Russian from Rice University and his law degree from the University of Pittsburgh Law School.

—S.G.

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The Enforcer

PricewaterhouseCoopers LLP has hired the Financial Services Authority (U.K.)'s former director of enforcement and financial crime, MARGARET COLE, as its new general counsel for the United Kingdom.

Cole, who will join the accounting giant in the autumn after serving a period of "gardening leave," will take over from OWEN JONATHAN when he retires from the professional services giant in December 2012. (In a gardening leave, a departing employee remains on the old employer's payroll while absenting herself from the workplace. The intention is to avoid the perception that sensitive information could migrate along with the employee.)

In addition to serving as GC of PwC's U.K. network, Cole will also replace Jonathan on PwC's executive board.

Confirmation of Cole's move to PwC ended weeks of speculation after she announced her departure from the FSA in February; she had been passed over for the top role at the Financial Conduct Authority—the body that will take over some of the FSA's responsibilities overseeing the financial markets.

The job went instead to Martin Wheatley, who will join the FSA in September from Hong Kong's Securities and Futures Commission.

Many had expected Cole to return to a lucrative career in private practice, where her experience transforming the FSA's enforcement capabilities and her past stint in private practice as a partner in the London office of White & Case meant that she would have been in great demand.

In 2011 PwC reported average profits per partner of roughly £763,000 ($1.2 million).

Former Serious Fraud Office general counsel VIVIAN ROBINSON, who joined U.S. firm McGuireWoods last year, says, "Margaret Cole has an impressive track record—she was an integral part of the FSA's crackdown on financial crime during her time as enforcement chief. She will do incredibly well in her new role at PwC, especially in light of the recently implemented Legal Services Act."

A London legal recruiter who requested anonymity says, "This is very interesting, as she could have gone to any law firm. She will be making perhaps half a million in this role, but in private practice she would have earned at least a million. It may be an easier life, without the pressure of billing. It is a good job; there is no doubt about that."

PwC chairman and senior partner Ian Powell commented, in a statement: "The complexity of current and proposed legislation affecting PwC and our clients requires a general counsel with extensive experience, expertise, and judgment. Margaret has demonstrated these qualities in her career to date in public and private practice, and at the most senior level at the heart of financial services regulation."

—FRIEDERIKE HEINE

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Tried and True

Hewlett-Packard Company didn't look far for a new general counsel. The company has promoted JOHN SCHULTZ to replace MICHAEL HOLSTON, who stepped down in December.

Schultz, former deputy GC in charge of litigation, is now responsible for all of HP's legal and compliance matters and reports to CEO Meg Whitman.

Holston and Schultz both came to HP from the Philadelphia office of Morgan, Lewis & Bockius. Holston, who arrived at HP in 2007, hired Schultz a year later to head HP's litigation department as part of his effort to rebuild the legal department after the so-called pretexting scandal forced former GC Ann Baskins to resign.

Holston and Schultz had moved in tandem before; they went to Morgan Lewis together from Drinker, Biddle & Reath in 2005.

While Holston shook up HP's legal department by bringing in new hires and ousting several longtime attorneys, Schultz was noted for making big cuts on outside counsel spending by supervising cases more closely.

The promotion is good news for HP,Michael Plimack, vice-chair of Covington & Burling's IP litigation group in San Francisco, said in a statement. "John is smart, practical, and has great common sense," said Plimack, who has worked on several patent litigation matters for HP.

HP is in the middle of a bitter legal battle with Oracle Corp. over whether Oracle should be allowed to stop supporting Itanium, a powerful microprocessor. Oracle decided to discontinue support last year, and HP later sued Oracle in California state court. Oracle then countersued, accusing HP of false advertising. At press time trial was slated to begin May 31.

The company is also dealing with several state and federal lawsuits in which plaintiffs are seeking unpaid overtime compensation and other damages. And it's facing suits in state and federal courts alleging that HP wasted assets by failing to implement and oversee compliance with the Foreign Corrupt Practices Act, as well as suits over severance payments made to former CEO Mark Hurd and HP's acquisition of 3PAR Inc. in September 2010.

Holston has left the tech industry to join Whitehouse Station, New Jersey–based Merck & Co. as the pharmaceutical company's chief ethics and compliance officer, effective June 25.

DAVID HEALY, cochair of Fenwick & West's mergers and acquisitions group, has served as HP's interim general counsel since December.

Schultz is a graduate of the University of Pennsylvania Law School.

—AMY MILLER

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A Known Quantity

Citigroup announced a change in the leadership of its legal department at the beginning of April, appointing ROHAN WEERASINGHE as the bank's new general counsel and corporate secretary. Weer­asinghe replaced GC MICHAEL HELFER, who was promoted to vice-chairman of Citi. At press time both Weerasinghe and Helfer were scheduled to report for their new duties on June 1.

Weerasinghe is moving to Citi following a 35-year career at Shearman & Sterling, where he was a senior partner representing financial institutions and corporations on issues that included corporate governance, complex transactions, and IPOs and debt issues. In his new role, he will oversee a global network of business units as general counsel, regional general counsel, and corporate deputy general counsel.

Helfer, who has been Citi's GC for nine years, will continue to provide counsel as vice-chairman, especially on domestic and international regulatory issues. During his time heading the financial institution's law department, Helfer oversaw the creation of a significant pro bono program for Citi's in-house lawyers, which launched in 2005 to contribute to Hurricane Katrina relief efforts.

In a 2007 profile of Weerasinghe by Corporate Counsel sibling publication New York Law Journal, reporter Anthony Lin quoted one of Shearman's clients describing Weerasinghe as a star even in his early days at the firm: "He was one of the few associates clients would look to as if he were a partner."

Describing his management style, Lin wrote, "Mr. Weerasinghe also has a reputation at the firm as a demanding boss, working his capital markets associates extremely hard." Another former partner said this trait burnished Weerasinghe's image as someone who did not merely coast on the firm's existing relationships but strengthened them and leveraged them in pursuit of new business.

In the statement released by Citi, Weerasinghe characterized the move from Shearman to the company as an opportunity to go from one leading global organization to another.

Weerasinghe's appointment is but the latest link in a long chain of connections between Citi and Weerasinghe's firm over the years. Shearman first represented Citi's predecessor, the National Bank of New York, in the late 1800s, and the firm was instrumental in helping the bank grow into one of the largest in the United States. Shearman continued to represent the financial institution in major business deals throughout the ensuing decades, including a 1998 merger with Travelers Group that led to the establishment of the current entity Citigroup.

Weerasinghe completed his undergraduate studies at Harvard in 1972, then earned both an M.B.A. and J.D. at the university.

—BRIAN GLASER

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Greasing the Wheels

Occidental Petroleum Corporation has chosen a new GC who really knows the drill when it comes to the petroleum business. JOHN ALE has more than 30 years' experience greasing the legal wheels for companies operating in the energy sector. He was most recently a partner with Skadden, Arps, Slate, Meagher & Flom in the big oil town of Houston. Before joining Skadden in 2002, Ale represented energy clients as a partner in the Houston and London offices of Vinson & Elkins.

Ale earned his J.D. from the University of Virginia School of Law, where he was executive editor of the Virginia Law Review . He obtained his bachelor's degree in economics, also from the University of Virginia. After graduating from law school, Ale clerked for Justice Warren Burger, then chief justice of the U.S. Supreme Court.

Los Angeles–based Occidental is the fourth-largest oil and gas company in the United States. Its wholly owned subsidiaries include OxyChem, which manufactures chlor-alkali products and vinyls.

The company reported a net income of $6.8 billion last year, compared to $4.5 billion the year before. The 50 percent surge in profits was fueled in part by high domestic production. Outside of the U.S., Occidental also has operations in the Middle East/North Africa and Latin America regions.

Ale replaces DONALD DE BRIER, who will stay on as Occidental's corporate executive vice president and corporate secretary. In that role, de Brier will maintain responsibility for legal, health, safety and environment, public affairs and corporate communications, and security.

—S.G.

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A Diverse Portfolio

Temasek Holdings Limited has named LEE THENG KIAT its first-ever general counsel. He will also serve as one of the Singapore investment company's three presidents, along with John Cryan, president for Europe, and Gregory Curl, president for the Americas.

Before joining Temasek, Lee held various senior level positions with Singapore Technologies, overseeing its legal and strategic business development functions. He joined the company in 1985 and most recently served as president and CEO of its telecommunications unit, ST Telemedia. Under Lee's leadership, ST Telemedia expanded its reach in the Asia-Pacific region, the Americas, and Europe.

Lee earned his law degree from the University of Singapore. He began his legal career as an officer of the Singapore Legal Service, where he served for eight years.

The state-owned Temasek has stakes in approximately 200 companies. Its portfolio covers a range of industries, including financial services; transportation, telecommunications, media, and technology; life sciences, consumer and real estate; and energy and resources.

Although it has boasted record investments in recent years, Temasek has been plagued by leadership turnover. In 2009 Charles "Chip" Goodyear stepped down from the board and abruptly decided not to become CEO. Temasek said at the time that differences in strategy between its board and Goodyear could not be resolved.

Two other top executives have since parted ways with Temasek. President Simon Israel retired last July. And president Hsieh Fu Hua, appointed alongside Curl and Israel in 2010, left the position last fall. Hsieh also stepped down from the board this past February, citing personal priorities.

—S.G.

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Oh, Pioneers

Up-and-coming general counsel ANDREW BONZANI is leaving a pioneer of the computing industry, International Business Machines Corporation (IBM), for a pioneer in the advertising realm, the Interpublic Group of Companies Inc.

Interpublic, a New York–based holding company for advertising agencies, appointed Bonzani, 48, senior vice president, general counsel, and secretary at the beginning of April. He succeeds NICK CAMERA, who is retiring after nearly 20 years as the company's top lawyer.

Bonzani most recently served as vice president, assistant general counsel, and secretary at IBM's corporate headquarters in Armonk, New York. He had been with IBM since 1993 in a number of roles within the company's legal department. Bonzani began his career as an associate with Willkie Farr & Gallagher in New York. He attended St. John's University School of Law and Binghamton ­University.

Incorporated in 1930, Interpublic was the first of the "big four" global marketing communications companies, the others being Omnicom Group Inc., WPP plc, and Publicis Groupe S.A. Its subsidiaries include McCann Worldgroup, previously known as McCann Erickson, an advertising agency network with offices in more than 130 countries. McCann's contributions to the ad world include the jingle for Rice-a-Roni and MasterCard Incorporated's famed slogan: "There are some things money can't buy. For everything else, there's MasterCard."

"Our business is in the midst of great change," Interpublic's CEO Michael Roth said in a statement. "As we keep pace by evolving our business model, Andrew can play an important part in that process."

—J.W.