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Name and title: Daniel J. Churay, senior vice president, general counsel and secretary Age: 41 Keep on truckin’: Yellow Corp. is, in the words of its general counsel, “a mover of big things, any mode, any time, any place.” The company offers a wide range of regional, national and international transportation services for the movement of industrial, commercial and retail goods. Created in 1926 when an Oklahoma City taxi magnate decided to ship freight, Yellow is now a Fortune 500 holding company with reported annual revenues of $3 billion. Including its subsidiaries, Yellow Transportation, Meridian IQ and Yellow Technologies, the Overland Park, Kan.-based Yellow Corp. has 23,000 employees and operates a fleet of 45,000 trailers and tractors. It also runs a web of 400 docking locations throughout North America. Megamerger: A $1.1 billion purchase by Yellow Corp. of its rival, Roadway Corp. of Akron, Ohio, is currently the main course on Churay’s plate. The merger, which became official on Dec. 11, waited for the results of shareholders’ meetings, completion of financing and a green light from Department of Justice regulators, who routinely review acquisitions of this size in the motor carrier industry under the Hart-Scott-Rodino Act. The merged company, to be based in Overland Park, will be renamed Yellow Roadway Corp. It will absorb Roadway’s 25,000 employees, and the new entity will represent 20% of the $30 billion a year “less than truckload” niche, in which trucking companies consolidate freight shipments from multiple customers into trailer loads for transport, deconsolidation and eventual distribution. Churay, as GC, was involved step by step in the significant deal, from which Yellow Corp. anticipates a doubling of its annual revenues. Does it all: “In my company, you ought to be learning everything, from the Federal Maritime Commission’s regulations regarding ocean cargo [Yellow is a "nonvessel operating carrier," which subcontracts maritime companies' boats when necessary, but is liable for the contents] to the new hazmat regulations of the Department of Transportation,” Churay said. “You ought to learn as much as you can about accounting and human resources, labor and benefits.” Churay’s imprint is on areas as diverse as security, Customs, intellectual property and Sarbanes-Oxley regulations. Because of the potential security risks associated with moving a lot of freight very rapidly, Yellow has stringent safeguards in place. Its security department has an “open door” to the legal group, and the company spends $10 million a year on surveillance and other deterrents. In addition, Churay implements Customs Trade Partners Against Terrorism, a joint government-business initiative begun in 2002 to improve border security. Yellow Corp. is highly automated and uses proprietary software to coordinate staffing needs and utilize its fleet of vehicles and drivers efficiently. Churay and his team negotiate the software licenses and also keep an eye on others’ improper use of their intellectual property. He asserts, however, that his firm does not face a lot of IP or business-related litigation. Yellow has formed a legal risk and compliance group, and Churay monitors corporate governance, standards of conduct and audit ethics programs. He also attends to contract issues regarding Yellow’s agreements with the Teamsters union. Tort claims: Although Yellow’s safety statistics have improved for five consecutive years, its reported combined costs for liability insurance and claims, along with workers’ compensation payouts, still account for yearly expenses of $100 million to $120 million. “We run millions of miles a year on the road [so] the law of averages is against us in the long run,” Churay lamented. He is critical of a legal system in which the number and amounts of litigation payouts continue to increase, and Yellow’s legal team is poised to combat this trend. “The big issue for us is those states that either have joint-and-several liability or have a very low threshold to become one.” Although not a lobbyist himself, Churay supports the efforts of reform advocates, who feel that the doctrine of joint-and-several liability unfairly burdens wealthy companies like Yellow, which have the most means to pay damages from an accident, but which are not necessarily at fault. Legal department: The GC, who reports to William D. Zollars, Yellow Corp.’s chairman, president and CEO, gets involved in everything, but said that he does “tend to lean on my experts in their particular fields.” The company employs eight in-house attorneys, although the acquisition of Roadway will swell this number to as many as 14. Various focus areas are carved out: There are two labor lawyers, a contracts counsel, a claims counsel and specialists in technology, real estate and transportation regulations. The assistant GC handles nonasset freight forwarding. Churay also oversees a nonlawyer director of claims, attesting to the dominance of automobile-related litigation. Only 20% of the firm’s legal work is done in-house, so Churay draws heavily upon outside counsel, primarily Houston’s Fulbright & Jaworski and the Kansas City, Mo., firms Stinson Morrison Hecker and Lathrop & Gage. He added, “Because of the prevalence of auto liability cases, we have a network of counsel throughout the country who handle serious accidents for us . . . .In a good year, we might have nine serious accidents; in a bad year, it might be up to 20.” A blip on its legal radar occurred earlier this year when the company fell victim to an insider insurance scam that cost it $5 million in bogus cargo and liability claims. “Thank goodness, it was an isolated incident,” said the GC. Route to the top: Churay, a native of Sewickley, Pa., is a 1985 graduate of the University of Texas at Austin. He got a law degree from the University of Houston Law Center in 1989. While in college, he clerked for Fulbright & Jaworski. Eventually he was hired as an associate, specializing in securities law and mergers and acquisitions. A client, Houston-based oilfield services company Baker Hughes Inc., then “twisted my arm” to go in-house. Churay did so in 1995. By 2002, he had worked his way up to acting GC. He heard of the Yellow Corp. opening through the grapevine and became its GC early this year. Family: Churay and his wife, Lynn, have three sons: Ryan, 14, Addison, almost 12, and John, 6. Last book and movie: Night Over Water, by Ken Follett, and The Matrix Revolutions.

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