Barry Medintz of Recall, a provider of information management services, says his industry’s big trend is helping clients move from paper to digital records, including secure storage and retrieval. (John Disney/Daily Report)
Barry Medintz is the senior vice president, general counsel and secretary of Recall Holdings Ltd. Recall is an international provider of information management services and supports 80,000 customer accounts in 23 countries with more than 300 dedicated operations centers.
Medintz oversees all legal matters affecting Recall’s operations across more than 20 countries in North and South America, Europe and Asia, and is responsible for advising Recall’s board of directors and senior leadership team on corporate governance and compliance matters, mergers and acquisitions, commercial transactions, data privacy, intellectual property, litigation/dispute resolution and senior level employment issues.
He was a leader in the spinoff of Recall from its former parent company, Sydney-based Brambles Ltd., and Recall’s listing as an independent company on the Australian Securities Exchange.
Medintz joined Recall from Motorola Mobility Inc., where he spent 10 years serving in senior positions as the lead attorney to several global business units and as a member of the transactions team preparing the spinoff of Motorola’s multibillion-dollar mobile phone business. He also served for six years on Motorola’s Records Management Council, which managed the overhaul of Motorola’s records management and compliance program, including the drafting, implementation and enforcement of records retention policies worldwide and the selection of record management vendors in the North America, Europe and Asia-Pacific regions.
Prior to joining Motorola, Medintz served as trademark licensing counsel at The Coca-Cola Co. and as an associate in the Washington, D.C., office of Perkins Coie.
He earned a B.A. degree from the University of Wisconsin at Madison and his J.D. from Emory University School of Law. He is licensed in Georgia, Illinois and the District of Columbia.
Describe your department and your role:
The Recall law department has nine legal professionals globally and is organized by region: An HQ team (myself as general counsel and secretary, and a wonderful paralegal) and teams based in Atlanta, Sydney, Kuala Lumpur and London. All our regional counsel report into me, and I provide support to Recall’s senior leadership team and our board of directors.
Do you use outside counsel?
We typically handle as much work as we can internally, but certainly rely on outside counsel as needed for labor & employment, litigation/bankruptcy, M&A, governance and IT/Technology advice.
We always try to use firms that are also Recall customers (We don’t want our information stored at a competitor’s facility.) Our primary firms include Alston & Bird, Arnall Golden Gregory, Berman, Fink & Van Horn, Hunton & Williams, Morris Manning & Martin, Pillsbury Winthrop, Perkins Coie (my alma mater) and Sidley Austin. I also have a network of senior attorneys and general counsels that I have met over the years that I call upon from time to time for advice.
You have been involved in spinning off at least two companies. Any best practices?
Having a good relationship with the parent entity is critical, as it ultimately will control the terms of the transaction. I worked on the spinoff of the Motorola cellphone division from the parent company, which was a very large, complicated transaction.
The same principle applied there as it did for Recall being spun off from its parent, which was a much smaller transaction: If the relationship is broken or “challenged”, your ability to negotiate favorable terms will be limited (as in any transaction) and the business could be hamstrung from the start.
In addition, key employees needed for the success of the business post-divestment should be offered retention packages to support the divestment process and remain with the business for at least a set period of time (this is critical for a purchase by private equity firms or a public listing). Once word spreads that a division is up for sale or being divested, the flight risk of top talent becomes a serious issue.
There also comes a time when the divested division needs to start thinking about “life outside the parent” and establishing itself as an independent company. The parent will be looking after its best interests during and after the divestment, and the divested business should do the same, which will create conflicts and challenges with the parent. Having seasoned advisers counseling the division’s leaders and effective project managers handling the mechanics of the divestment and transition are also critical best practices.
What questions would you like to ask other general counsel?
I’d like to know what has surprised you about your role? What advice do you give new attorneys or staff members joining your organization? How do you balance supporting the board versus senior management?
What are your challenges of overseeing the legal affairs of more than 20 countries? How do you manage it and align your team to support Recall’s business goals and legal needs?
My day is really 24 hours—there’s rarely a window when I don’t receive calls or emails from a Recall region—so time zone management is critical. Staying on top of legal developments in our key locations is also a challenge, but I enjoy the continuous learning aspects of the role. To manage these responsibilities and ensure alignment with our clients, it’s essential for my team and me to be imbedded in the business and to track our goals with those of our clients.
I am proud of how our law department is viewed as a critical partner by our business clients. I spend significant amounts of time in our regions meeting with our regional leaders and their teams to understand the business at a deep level. I have the same expectation for my regional legal teams. We can’t effectively counsel the business if we don’t understand the financial, marketing and strategies of the clients we serve.
I expect our lawyers to be active participants in leadership meetings, strategy sessions, business reviews and the like. It’s a key advantage to being in-house versus outside counsel, in that we get to see the business from every angle, every day.
You were key in Recall’s listing on the Australian Securities Exchange (after spinning Recall off from its former Australian parent company). What were the issues you faced and how did it differ from taking a company public in the United States? Why not take it to the U.S. exchanges?
I think the processes are similar in both locations, particularly in terms of the administrative steps required for a public listing and disclosure obligations.
One of our largest challenges was setting up a governance structure for a business that had previously relied upon the parent for most corporate functions. This included searching for exceptional professionals to serve as our new board of directors, developing the governance documents and infrastructure for Recall, establishing an organization to manage tax and treasury, internal audit and financial reporting, company secretarial and investor relations.
In terms of the U.S. listing, most of the shareholders of our former parent are based in Australia, and they became Recall’s shareholders after the spinoff. There was an expectation across the major investors that Recall would be spun onto the ASX, versus the NYSE, and our former parent felt comfortable in managing an Australia listing process rather than a foreign listing.
What keeps you up at night?
Without question, the safety and security of our employees and the communities in which we serve. Recall has a deep, cultural commitment to safety—it’s the most important metric we measure each month and all senior managers are measured on their team’s safety performance. Making sure all employees follow our safety procedures is my largest concern.
Anything else of a legal or business nature (even serious issues such as significant litigation, data breach, insurance disputes) are manageable and largely out of my control, so spending time worrying about such things isn’t productive.
What are the key areas in record management that you are facing or expect to be facing more frequently in the future?
The evolution from paper or physical records to electronic/digital records, and storing and managing those digital records is the industry’s most prominent trend.
Many of Recall’s customers are moving toward digital records systems—one of our customers is an entirely digital hospital in Australia— and we are working with them to transition their processes from a paper-based approach to one that allows them to store, manage and retrieve (and securely destroy) electronic records. It’s a great challenge for our customers, and a great opportunity to evolve as a company (and industry).
How do you show the effectiveness of your team to senior management?
If my CFO were here, I’d say by the reduction of outside counsel fees. If my CEO were here, I’d also say by reducing outside counsel fees in addition to adding shareholder value by negotiating an acquisition that will be accretive to our earnings.
While we are expected to provide sound and top-notch legal advice, we are also expected to be business partners (as I mentioned above) and to contribute to the overall strategic growth and objectives of the company.
What’s the most fun part of your job? Least fun or most challenging?
Hard to narrow down to just one thing, but I truly enjoy the role because I am fortunate to lead a group of terrific legal professionals and to support a fantastic CEO, CFO and other senior leaders, along with an exceptional board of directors. Managing an always-evolving list of legal issues across 23 countries is also exciting.
It’s a long story as to how I became the resident restaurant-selection expert (even though I am not a “foodie” by any stretch), but I get to select the restaurants and menus for all our board and senior leadership team meetings, no matter where in the world those may be. That definitely qualifies as fun.
The most challenging part of my job is the travel obligations, especially the frequent trips overseas, and being away from my family and friends.
Title: Senior vice president, general counsel and company secretary, Recall Holdings
Family: Spouse Ali, children Lily, 5, and Drew, 2
Education: University of Wisconsin at Madison, history and political science; Emory University School of Law, 1994
Favorite class: Constitutional law
If I weren’t a lawyer, I would be: In the music industry working with bands and venues on tour and concert production.