Michael Cunningham, executive vice president and general counsel of Red Hat Inc. has had a varied career.
Prior to joining Raleigh, N.C.-based Red Hat in 2004, an open-source software provider, Cunningham was associate general counsel for IBM, where he also served as the lead lawyer for the Business Consulting Services division for Europe, the Middle East and Africa, and a partner and associate general counsel of PricewaterhouseCoopers, where his duties included global responsibility for the delivery of transactional legal services to PricewaterhouseCoopers Consulting.
He also has worked in private practice in mergers and acquisitions and securities. And he had a career before law, working as an engineer at Sperry Defense Electronics, now Unisys, involved in systems engineering for radar and defense communications systems. And there’s more. Before working as an engineer, Cunningham was a certified commercial deep sea diver and diving instructor.
Cunningham, 52, earned a Bachelor of Science in applied mathematics and statistics at the State University of New York at Stony Brook (with high honors and Phi Beta Kappa) and a J.D. from the University of Pennsylvania Law School, where he graduated magna cum laude and was elected to the Order of the Coif.
He is passionate about Red Hat, reading, fishing, attempting to make and perform music with his children, the ocean and travel. He recently led the legal team to a win in an internal food drive for the hungry.
He is married to Jane Whittendale, whom he calls a “certifiable saint and loving soul,” and they have two children in college.
Cunningham said he uses several law firms. For corporate law, he uses Mark Borden at WilmerHale and Dennis Friedman and Eduardo Smith Anderson at Gibson Dunn & Crutcher. For competition law, he uses John Harkrider at Axinn Veltrop Harkrider. For patent law, he uses Steve Gardner and Bill Boice at Kilpatrick Townsend, Kathi Lutton and Frank Scherkenbach at Fish & Richardson, and Bill Lee and Cynthia Vreeland at WilmerHale. For employment law he uses Randy Avram at Kilpatrick Townsend.
Tell us about your department.
We are responsible for all legal work required by Red Hat worldwide. We have approximately 30 qualified attorneys in 10 offices, including presences in Brazil, Ireland, Germany, Japan, Singapore and the U.S. But much of our most important work is done by legal professionals on the team that are not lawyers. They are every bit as central to our mission as the attorneys.
How do you maintain a culture of excellence?
We are a fast-growing software company with an unusual and disruptive means of production—one that relies on collaboration with many developers who are frequently not our employees—and a highly differentiated position on intellectual property. This places unusual demands on our legal team for fast, nimble and cutting-edge business advice.
As a department, we relentlessly demand the pursuit of excellence from one another. We define excellence as making a real difference to the business. So we think about excellence in four mutually reinforcing dimensions: legal expertise, business expertise, value contribution and leadership. We think that without all four we can’t be truly excellent for our client, Red Hat.
Your company is expanding rapidly internationally. What are the challenges, and how are you meeting them?
At the simplest level, it is continuing to develop the languages andjurisdictions of qualification of our legal professionals to better match the demands of the business as it constantly grows. At a higher level, it’s the slightly disorienting proposition that whatever we may have done to help the business succeed in the past may be wholly inadequate for the future. We’re running down a hill with a snowball in chase—and that business snowball is ready to run us down if we don’t develop, train, adapt and grow.
What is your opinion about ethics and the legal profession? How do you ensure ethics among your staff?
Lawyers often have a seat at the “big table” when ethical temptations arise and are considered. So I believe all legal professionals have a unique opportunity to do good things in the world.
The legal department supports our CEO and executive team in being standard bearers for the company’s strong commitment to honorable and ethical conduct in all we do. That pervades the department and, of course, I try to lead from the front and set the right tone.
How has open source affected your department?
Our department quite literally exists because of open source and so does Red Hat. So I’d say quite fundamentally. Red Hat produces its software through open source: an open, collaborative and transparent development model, involving thousands of contributors, many of whom are not Red Hat employees. We rest on the shoulders of these passionate friends and colleagues. As a result, we try hard to be respectful of their contributions and understand the unique issues of open source at great depth.
What are your biggest patent challenges?
Our challenges in the patent space are fundamentally no different than any software producer. We must deal with a patent system that is showing strain and in need of reform. We must also deal with the enormous rise in shakedowns by nonproducing entities—which some call trolls—that pursue weak patents and unmeritorious claims.
What changes do you envision in your department in the next five years?
I anticipate moderate growth and geographic expansion, assuming the continued growth of the company. I also expect we’ll see increased complexity and increased regulation in data security.
We’re running down a hill with a snowball in chase—and that business snowball is ready to run us down if we don’t develop, train, adapt and grow.