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Forty years ago as a Gibson, Dunn & Crutcher associate, John Olson had a handful of Orange County, Calif., businesses as clients. When the companies sought public financing, the young corporate attorney, who originally practiced real estate law, found himself learning about securities regulations. “I sort of backed into being a securities lawyer,” says Olson. Now he advises the boards of some of America’s most recognizable companies, including the Coca-Cola Co., Marriott International, Textron Inc., and the General Electric Co. Olson is considered a dean of corporate governance. “He is one of the single most recognized leaders in understanding SEC rules,” says Andrea Mattei, senior vice president and associate general counsel for corporate affairs for longtime client Marriott. And Deval Patrick, general counsel of Coca-Cola, says that Olson is “way ahead of the pack.” Olson guided the beverage giant through a former finance manager’s allegations of racketeering to hide fraud at the company. Matthew Whitley’s claims — that Coke falsified advertising expenses and sales, overstated revenues, used slush funds to hide losses, and rigged a marketing test — led to a federal criminal investigation and a Securities and Exchange Commission inquiry. In early October, Coke agreed to pay Whitley $540,000 to settle wrongful termination suits in state and federal court. Whitley agreed to dismiss his complaints against the company and named executives. “The situation was sensational, and I think people of less gravity would have been quite hysterical,” says Patrick. But Olson’s cool head prevailed. He proposed an independent investigation into the matter, which he helped to manage through Gibson, Dunn and independent auditors. “John has a disposition in favor of transparency and in favor of rigor that is exactly what a company like ours is looking for and exactly what we need,” Patrick adds. The 64-year-old Olson also serves as corporate governance counsel to the Business Roundtable, an association of CEOs of the 150 largest U.S. companies, for which he reviews and comments on new SEC regulations, and to Fannie Mae (the Federal National Mortgage Association), which last month revised its third-quarter earnings in light of accounting errors totaling more than $1 billion. Because of some rather spectacular business accounting scandals and the new requirements of the Sarbanes-Oxley Act, Olson’s area of quiet expertise has recently become very prominent. “I’m probably one of a relatively small number of people who have been doing this for a long time,” he says. “It used to be that it took a modest amount of time every year, but more recently, because of all of the new demands placed on boards, it’s a much heavier engagement.” Now, the Harvard law graduate says, he gives advice to so many audit committees — including those of Intel Inc., Delta Airlines, and the CIGNA Corp. — that he doesn’t know if he could find the time for another. In addition to his corporate governance work, Olson represents Janus Funds, whose Janus Capital Group (along with a number of other mutual fund families) is under investigation by New York State Attorney General Eliot Spitzer for alleged market timing and after-hours trading. Olson also provides securities and corporate governance counsel to Union Pacific, the Dow Chemical Co., and Pfizer Inc., and advises nonprofits such as the Public Broadcasting Service and Blue Cross Blue Shield of Florida. His work has taken him far beyond boardrooms. In 2001, Olson traveled to South Africa on a mission funded by the U.S. Agency for International Development to help that country develop methods for registering and regulating public companies. “They were a long ways away from the rest of the world because of apartheid,” says Olson.

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