The Well-Traveled GC of Bank of New York Mellon

Roger Adler

The National Law Journal

06-11-2012

COMPANY PROFILE

Institutional investors, high-net-worth individuals and families, endowments and foundations call on Bank of New York Mellon Corp. to manage their financial assets. Through various subsidiaries, it has $25.8 trillion under its administration and manages an additional $1.26 trillion. BNY Mellon also services $11.8 trillion in outstanding debt and processes global payments averaging $1.5 trillion per day.

The bank operates in more than 100 markets in 36 countries. It dates from 1784 (Alexander Hamilton was a co-founder) and maintains headquarters at 1 Wall Street in New York. BNY Mellon has 49,000 employees. Last year's revenues amounted to $14.73 billion, and the bank ranks No. 166 on the Fortune 500.

LEGAL TEAM AND OUTSIDE COUNSEL

BNY Mellon has a 340-member legal department, including 240 lawyers. It maintains significant domestic legal presences in Boston; Jersey City, N.J.; New York; Pittsburgh; and Wilmington, Del. It maintains a legal hub in London and has attorneys stationed in the United Arab Emirates, Brazil and Asia.

General counsel Jane Sherburne finds that a general familiarity with foreign laws is useful, but she relies on experts licensed to practice in each jurisdiction. She has traveled to virtually everywhere BNY Mellon's attorneys are deployed. "Pittsburgh is not Hong Kong, but it is a great place to visit," she said.

Specialized legal experts are on hand in-house. Outside counsel are reserved primarily for use in litigation. BNY Mellon recently received favorable rulings in California and Virginia litigation related to allegations that it failed to provide the best possible prices to clients who engage in currency trading. It earlier reached a partial settlement with U.S. regulators. Sherburne dismissed these cases as the result of "whistleblowers selling state AGs a bill of goods."

Regarding recent revelations of multibillion-dollar trading losses at competitor JPMorgan Chase & Co., Sherburne said the episode would reverberate throughout the entire banking industry, but that "we are still evaluating how to assess it."

Law firms Sherburne has used include New York's Paul, Weiss, Rifkind, Wharton & Garrison; Mayer Brown of Chicago; and Washington-based Kellogg, Huber, Hansen, Todd, Evans & Figel. Her department traditionally used hourly billing, but has added fees-per-case, success billing and additional alternative arrangements.

DAILY DUTIES

Sherburne's typical workday is divided into thirds — one devoted to board-related matters; another focused on executive committee issues; the third in resolving basic legal problems. According to Sherburne, "It is a great place to be. It is not 9-to-5, and you need in-house sophistication with highly specialized experience. You have to keep in mind that there are always unplanned concerns that materialize and need immediate attention."

As manager of the department, Sherburne takes pains to place the right staff in the right places. This is especially true for Asia, where BNY Mellon's presence is rapidly growing. She provides advice to the governance committees regarding prospective deals and serves on the risk-oversight committee. She is responsible for government affairs as the bank expands its local, state and global lobbying. BNY Mellon has a three-member government-relations shop in Washington, and Sherburne keeps her ear to the ground for emerging policy issues. She talks to news reporters on a regular basis.

She reports to chairman, president and chief executive officer Gerald Hassell.

HEAVY REGULATION

In a highly regulated industry — one that became even more so following the 2008 financial crisis — Sherburne finds that cooperation is the best policy. "In this era where there is such increased regulation, it is important to maintain an ongoing and strong relationship with your regulators," she said. It must work — the federal government deposited the $700 billion Troubled Asset Relief Program fund with BNY Mellon.

At present, Sherburne and her department invest more time and effort in abiding by the Dodd-Frank Wall Street Reform and Consumer Protection Act than with the Sarbanes-Oxley Act. She allots considerable time to the "interpretive and planning aspect" of complying with the regulations, she said, in addition to anticipating future workloads. She works with boards of directors of various subsidiaries to explain proposed regulations and conveys to policymakers their potential effects on the business. Sherburne and her peers at financial firms develop comment letters concerning rules and help devise compliance protocol.

PRO BONO RECOGNITION

Recently the Pro Bono Institute honored the department — in a presentation led by U.S. Supreme Court Justice Ruth Bader Ginsburg — for efforts including providing legal services to entrepreneurs starting new businesses; helping disabled U.S. veterans obtain benefits; helping victims of the Sept. 11, 2001, terrorist attacks and their families navigate the Victim Compensation Fund; and providing advice to foreign domestic workers in Hong Kong. During the past three years, BNY Mellon has contributed $100 million to communities in which it operates, Sherburne said.

ROUTE TO THE TOP

Sherburne joined BNY Mellon in May 2010. Previously, she was the eponymous principal in a legal consulting firm providing crisis advice, representing clients during congressional investigations and developing strategies for managing government inquiries.

Before that, she served as general counsel of Wachovia Corp. during a time she described as "confronting challenges that compromised its ability to maintain its status as an independent company." (The bank came a cropper during the mortgage crisis and was forced to sell itself to Wells Fargo & Co.)

From 2006 to 2008, Sherburne held a variety of legal positions with Citigroup Inc. This followed a 17-year stint in Washington as a litigation partner at Wilmer Cutler Pickering Hale and Dorr.

Sherburne interrupted her private practice to serve as special counsel to President Clinton, managing the response to ethics investigations of Bill and Hillary Clinton by Congress and the independent counsel.

PERSONAL

Sherburne, born in Wisconsin and raised in Minneapolis, is married to Washington lobbyist Bob Van Heuvelen. They have three children: Ben, 31, a journalist; Elizabeth, 29, an economist with the U.S. Treasury Department; and William, 25, a farmer.

She holds a Bachelor of Arts (1974) and master's degree in social work (1976) from the University of Minnesota. Sherburne earned a J.D. (1983) from Georgetown University Law Center, where she served as editor of the George­town Law Journal.

LAST BOOK AND MOVIE

Steve Jobs, by Walter Isaacson; The Best Exotic Marigold Hotel.

This article originally appeared in The National Law Journal.