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Name and title: Dian Ogilvie, group vice president and general counsel age: 57 car talk: Dian Ogilvie used to be clueless about cars. That changed in 1985, when she joined the legal team of Toyota Motor Sales U.S.A. Inc., the North American sales and distribution arm of what is now the world’s third-largest automaker. Surrounded by “guys who have carburetor fluid in their veins,” Ogilvie said she, too, had to become a gearhead. Today, as the company’s general counsel and group vice president, she has a turf that covers 49 states, plus Puerto Rico and Mexico. Toyota Motor Sales U.S.A. Inc. sells roughly one-third of the 6 million Toyotas sold worldwide, Ogilvie said. Indirectly held by Japan’s Toyota Motor Corp., this North American sales branch of the company cites current gross revenues of more than $40 billion and has some 6,000 employees. legal department: “For the size of our revenues, it’s a fairly lean department,” Ogilvie said of her 25 attorneys, all based at company headquarters in Torrance, Calif., south of Los Angeles. Every lawyer is road-tested: The department’s typical attorney has 18 years of experience, Ogilvie said. Each of the five assistant GCs leads a work group. The largest handles products liability claims, all claims involving personal injury and property claims linked to an alleged defect. The business law litigation group covers disputes with dealers, product-based claims that do not raise personal injury issues, some antitrust litigation and contract disputes. Issues concerning the company’s employees, including matters like worker arbitration and mediation proceedings, go to the labor and employment law work group, which provides support resources for union negotiations. Deals go to the transactional law group-real estate matters, contracts with railroads, trucking companies and “anything it takes to run a company this size,” Ogilvie said. The transactional group also handles accuracy issues concerning advertising. The regulatory compliance work group deals with government-oversight issues ranging from environmental standards to corporate-governance laws like the Sarbanes-Oxley Act. “My role is to be sure that the overall department is allocating its resources and setting its priorities in alignment with the company’s objectives, and that can be long-term or short-term,” she said. legal issues: Ogilvie’s philosophy: Prevent battles from erupting in the first place and negotiate a truce swiftly when they do. Her mission is well-defined and does not involve every issue or situation that Toyota faces. She did not have to tackle, for example, the $34 million settlement established in March 2003 between Toyota Motor Corp. and the U.S. Department of Justice, which resolved a suit under the Clean Air Act. The government claimed that some 2.2 million vehicles had flawed emission-detection systems. Since the action involved the manufacturing arm of the parent company, the case did not wind up on Ogilvie’s plate. But changes in the auto market of the 1990s created challenges for Ogilvie and Toyota Motor Sales, when the company faced the prospect of public companies rushing to buy up dealerships. “Suddenly we were confronted with people wanting to own large chunks of the distribution network,” she said, adding that the rapid pace and volume of such acquisitions was a problem. Toyota proposed rules regulating the speed and volume of these acquisitions. When one company refused to agree, Toyota Motor filed an action in Texas with the New Motor Vehicle Board. State and federal court litigation followed, Ogilvie said. A settlement was worked out a few months later and relations since have been excellent with the public company, which Ogilvie declined to name. “To us, it was more about sitting down and negotiating with these folks,” she said. Thrashing things out at the negotiating table also applies to in-house employment disputes. In January 2002, Ogilvie implemented an alternative dispute resolution program for employee disputes, designed to resolve problems before they get to court. After progressing through several internal steps, conflicts go to mediation or arbitration, the results of which are binding only on the company, rather than the employee, she said. Government regulation is the biggest item now on the legal department’s plate. Ogilvie said there is an increasing focus on privacy issues and corporate ethics. Since Toyota Motor Sales is part of a registered company, one challenge is deciding what obligations lie under the Sarbanes-Oxley Act, which imposes a host of requirements on publicly traded companies. In addition, like any large business, Toyota Motor Sales must wrestle with the new privacy protections enacted by the Graham Leach Bliley Act, as well as the health-information privacy requirements of the Health Insurance Portability and Accountability Act of 1996. Ogilvie directs the effort, deciding what issues the department will tackle, appointing members to the working team within the legal department and serving with other executives on what she calls the “steering committee” for each project. The working team reports to the steering committee, which in turn sets policy and verifies compliance for the company, she said. outside counsel: Ogilvie relies primarily on the following firms: Minneapolis-based Bowman and Brooke; Boston’s Bingham McCutchen; Dallas’ Hartline, Dacus, Barger, Dreyer & Kern; New York’s Cleary, Gottlieb, Steen & Hamilton; San Francisco’s Littler Mendelson; Manatt, Phelps & Phillips and and Gibson, Dunn & Crutcher, both of Los Angeles; Latham & Watkins; and O’Melveny & Myers. route to the top: The only child in a military family, she attended some 22 different elementary schools and learned early on how to adapt to change. That trait would serve her well later in life, she said. Ogilvie earned her undergraduate degree in history at the University of California in 1965, then completed a master’s degree in history a couple of years later at the University of Arizona. By the time she graduated from the University of California at Los Angeles School of Law in 1975, she was 31 with two young children, and was used to commuting 60 miles each way to school. “When I think of it now, it makes me tired!” she said. After a federal clerkship with Judge William Matthew Byrne of the Central District of California, Ogilvie took a job with O’Melveny & Myers, where she worked as a litigator for nine years. She said she grew weary of jumping into the middle of her client’s legal affairs and thought about a position where she could see issues evolve from the start. Making the change to the in-house job at Toyota in 1985 meant changing Ogilvie’s orientation to practice. She had to become a deal maker. She had to know the client from the inside. She had to see issues through from their inception rather than after things blew up. “It was rather a dramatic career change,” she said. The learning curve was steep. Ogilvie had to learn about cars and the car business as well as the Japanese and their business culture. It took time to understand the differences: a focus on consensus, a longer timeline for decision-making and the absence of voting. She became general counsel in 1998. She credits her success to her keen interest in the business and a get-the-deal-done attitude. “The answer is not ever no. The answer is what are you trying to accomplish,” she said. privately held information: Ogilvie’s two sons are now grown. Film and travel are her passions-she just returned from the Galapagos Islands. last book read: Peace Like a River, by Leif Enger. last movies seen: Winged Migration and A Mighty Wind. -Lisa Stansky

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