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In-house legal departments are facing larger workloads because of recent changes in corporate governance laws and regulations, a direct result of financial reporting problems at a number of large corporations, including Houston’s Enron Corp., the formerly high-flying energy company that filed for bankruptcy two years ago. The new rules and regulations stem in part from the Sarbanes-Oxley Corporate Fraud and Accountability Act of 2002, but also include other new regulatory requirements.Texas Lawyer brought together the general counsel of four Texas companies at a roundtable discussion on Nov. 7 in Dallas to talk about how corporate governance concerns have changed their jobs and the responsibilities of legal departments. In a wide-ranging discussion, the general counsel talk about shareholder suits, e-mail as evidence, document destruction policies and seeking outside counsel. The second installment of the discussion, edited for length and style, follows. The first installment appeared in the Dec. 29, 2003, issue ofTexas Lawyer. Brenda Jeffreys, senior reporter, Texas Lawyer:. . . I see a statistic here that the numbers of shareholder suits have gone up from 190 in 1995 to 280 in 2002 – all public companies, of course. How do you avoid them? Is there any way to avoid them? Mark C. Hill, senior vice president and chief administrative officer, RadioShack Corp.:I think the way you avoid them is avoid sharp spikes in your stock price, either up or down. . . . [W]hen you see a stock that takes a tumultuous decline or even a meteoric rise, there are strike lawyers — as we call it — out there saying, “You know, there’s some disclosures that weren’t made” or “One way or the other shareholders have been wronged.” I would love . . . to . . . have meteoric spikes in our stock, but I think steady growth, complete full disclosures are about the only protection you can have. If your industry craters, there’s not much you can do about it. And it’s just a fact of life that we have to deal with. Elaine Flud Rodriguez, senior vice president, general counsel and secretary, CellStar Corp.:Unfortunately, I have a bit of experience in connection with class-action shareholder lawsuits. We’re in the telecommunications industry, in particular cell phones. And there was dramatic rise. Our stock had a bit of a meteoric rise and then declined. And we’ve had issues within the company which don’t make good disclosure. Even though you disclose everything fully and accurately, stuff happens. And plaintiffs lawyers love to follow those kinds of things. When you have a CFO resign unexpectedly or if you have a member of your board of directors who resigns, I mean, those are the kinds of things that plaintiffs lawyers are out there looking for. And when they see a director resign and they see that your stock has gone down, they start running the calculations to see whether or not it’s worth trying to mount a suit against you. Hill:I can give you a good example from one of our board members who’s not around this area. He’s a CEO of a company in Atlanta. They had to delay filing their earnings release because they were going to have to restate their earnings. It all had to do with recognition of revenue. It wasn’t a matter of whether they were going to receive the revenue. It’s whether or not their financials had to be restated for the prior three or four years. And then they ended up spending a million dollars a month fighting a shareholder lawsuit while they had to go get their – push the numbers around on a page. Truth of the matter is, the company’s a very vital, stable, profitable company, but accounting rules on recognition of revenue triggered a shareholder suit that actually damaged the shareholders as it expended corporate resources. . . . Eric Whitney, senior vice president, general counsel, and corporate secretary, Nextjet Technologies:Well, I don’t think that that concern is limited to public companies. I’m not armed with the numbers, but I would be willing to bet that you could do a search and find that the numbers of state-court lawsuits for fraud and corporate malfeasance against officers and directors at private companies is close to or maybe greater than that number that Brenda just quoted. I guess one nice thing perhaps that a public company has going for them with these new regulations is – and I think this is expressed – is at least there’s a playbook for these are the types of things we should do, and while we can’t prevent the litigation, we can point to these things in a defensive way to say, “We went by the book. We made all the disclosures early, often and complete.” In the private company context, it’s not as clear. I think the way that we’re proceeding in order to best protect ourselves is where it makes sense and is cost effective. We’re following the new SEC guidelines, not on the reporting side, obviously, but in terms of some of the internal controls, no loans to corporate executives, that sort of thing. So wherever possible we follow those, because we feel like that would be helpful. One thing I read recently that wasn’t very helpful on that to me was this summer in a case in Southern District of New York involving a private company and allegations of corporate fraud by the management team and directors. Judge Robert Sweet opined that perhaps the SEC-level standards were not enough for a private company for the very reason that private companies aren’t subject to the public oversight and reporting requirements. So private officers and directors should be held to a higher standard. So that really causes us concern on that front. Hill:I kind of agree with that, Eric. . . .It’s fiduciary. Jeffreys:In recent criminal trials, like Arthur Andersen and the Quattrone trial, e-mails were used as evidence in the case and also were at issue. And I’m wondering if you’re asking your in-house lawyers or others at the company to refrain from using e-mail to discuss sensitive issues? . . . Hill:There’s a short answer. No. In these days, data and access to data is inescapable. And sensitive issues, I instruct my attorneys to address them with sensitivity. You know, it’s the flippant, curt remarks that, out of context, read poorly. And you can go give example after example. We’ve all seen them before. I actually read e-mails with a little slanted views, and sometimes I’ll send a reply just to undo a flip remark. You know, “I know you really didn’t mean that because I know what’s in your heart, and you’re such a kind good person.” . . . Jeffreys:As a trial lawyer, you’re working on the defense already. Hill:I’m creating an exhibit. Sometimes in a sensitive matter, which fortunately are rare, you can have a sit-down, every-head-bowed, every-eye-closed meeting with the people involved and make sure that the communications are truly reflective of the communication intended. So whether by e-mail or whatever. Rodriguez:I think part of the danger is what you were just saying. I mean, there are tons and tons of e-mails that go around the world on a daily basis, especially when you have international operations. And you’ve got hard drives in multiple countries. You’ve got backup servers. You’ve got backup tapes in different countries. If you get into litigation and the SEC is asking for all of these documents or even if you’re in a class-action, you’ve got a responsibility to preserve all that stuff. And it becomes hugely expensive to start preserving backup tapes on a daily basis. I think the word to the wise is just to caution all of your employees to handle things sensitively, not just legal advice, but to think through what you’re really putting in your e-mail. There could be some rather embarrassing things that could be found on backup tapes and hard drives that may have nothing to do with the case in point but could put the company in a bad light or the particular employee in a bad light. And it’s a huge issue right now. David M. Sudbury, vice president, secretary and general counsel, Commercial Metals Co.:. . . I would second the concerns, and I think they’ve always been there. I recall one handwritten note years ago in a litigation matter that was very awkward, very embarrassing, and, in fact, inexplicable. And I see the same types of things. They’ve always been around. For instance, in acquisition issues, there’s not an in-house attorney that hasn’t wanted to choke somebody when they see a business presentation about, “If we make this acquisition, we’ll control this market,” or “We can do this,” or whatever. And, you know, you keep telling business people that and you keep telling them that and the same thing happens a year down the road. So it’s a matter of common sense. And I think, unfortunately, the Internet has taken away common sense. The only good thing I see is that I get so many darn Viagra e-mails that I think somebody would go crazy trying to sort out of my e-mail disk with all the stuff I’ve had to endure. . . . Hill:. . . I think further to David’s point, it’s not just substance, but it’s tonality and maybe that’s it. I mean, because, as we all know, reading something in black and white from a court reporter doesn’t always convey the message that was actually spoken. And [that is] certainty true in e-mail because you can put the emphasis on a different syllable. Whitney:. . . [F]ortunately I haven’t had any specific experience in recent years, but in my prior life as a commercial litigator I saw it way too frequently. I think I agree . . . that it’s not always what’s in the e-mail or the fact that it was an e-mail as opposed to some other document. It’s how it was put and just the flippant nature with which people treat e-mail and press send. Some of the best advice I’ve ever gotten on this that I frequently remind our employees of and particularly our management team is before you press that send button imagine the message you just composed on a 10-by-10 screen in front of a jury, your wife, your mother or whoever is appropriate. And that’s probably a pretty good test as to whether that’s the message that you really want to send or whether you need to think about it some more . . . .But I will say this, one thing that I noticed in the Quattrone case in particular, and of course they had a hung jury and so he was not convicted, at least not yet. A strong part of the defense in that case was emphasizing the fact that this is a guy who gets hundreds of e-mails a day and replies to hundreds of e-mails a day, and I think the testimony was that he devoted an average of three seconds per reply. And the jury appears to have understood that. And as e-mail has become more and more pervasive . . . the smoking gun document, whether an e-mail or any other form, is always going to be out there. I think there’s a growing recognition on the part of regular folks who wind up on juries about how people handle e-mail. And so while that’s not the best response, you don’t want to be defending it on that basis. I think it’s helpful at least that people have a greater understanding than, say, five or eight years ago when a document was a document was a document. Jeffreys:Both of those cases, the Andersen and the Quattrone cases, were about document-destruction policies, actually retention and destruction policies. And I wondered if you changed your policies, and if you’re encouraging people to follow them anymore if you have them. Hill:Well, yeah. And there’s a couple of reasons for that. I’ve been general counsel at RadioShack for seven years. And my predecessor . . . was there 32 years. I don’t think he threw one thing away in 32 years. And we, just as a matter of economics, maintaining that many records, we have. . . had 80,000 boxes of documents destroyed in the past year. Also, because of connecting all of our stores everywhere with broadband, we are electronically taking care of transactions that we kept documents at the store. So, yes. We have a . . . director of document management very actively engaged in that. Just there’s a lot of stuff you just don’t need. Rodriguez:We’re once again much smaller than RadioShack, so we don’t have a document retention manager or someone whose full-time task is to watch that. But we do have policies. Unfortunately, we have a currently pending lawsuit that prohibits me from destroying a lot of things that I would like to be able to just get out of the way. So basically, what we’re having to do is, whenever a specific department wants to go through and go back and destroy old billing records or old credit reports, those kinds of things, I’ll have someone from my legal department go and just go through the boxes and make sure that it’s not anything that’s pertinent to any of the lawsuits that we might have at any point in time and make sure that we have a written record of what is being destroyed is stuff that really is not relevant. We can do that once again because we’re relatively small. I think if you start getting to the size of a RadioShack or probably even Commercial Metals, that’s probably not very doable. Sudbury:I think . . . electronic production is an issue that’s on my agenda, in probably every situation where we get an unrealistic request. I think many plaintiffs lawyers unfortunately recognize, to some extent, the extortion value of those requests. And we try and engage pretty quickly in a discussion as to the cost of generating the material, and we even have taken it, with mixed results, before courts trying to get relief because of the sheer magnitude and decentralized electronic environment of having to search electronic records. The document destruction policies have always bothered me simply because, in my experience, I have never seen one that’s been followed. And I’d like to think maybe there is one out there, that there’s some company that’s doing it exactly as they said they were going to do it. But . . . from personal experience I can tell you that it’s simply not the case, at least in my knowledge. For that reason, I never been a total advocate of having one and imposing or at least trying to impose it in the ranks. We – again this may be a little bit of weirdness on our part – but we actually do not have a formal corporatewide document destruction policy. We may have some down in different areas, but I guess I’m like your predecessor. I’ve got 27 years of documents piled up. . . . I think the policy, if you have it, the time and effort to make sure it’s being followed are probably some of the best money you can spend and then be uncertain to your success because it’s just a very, very difficult area to get comfortable with. Hill:David, actually we’d prefer to call it a document-retention policy to actually describe what we want to keep as opposed to what we want to destroy. And . . . the IRS requires certain records to be kept, and I think one of the benefits of having a specific policy is that it can be used to narrow the breadth of a discovery request. When they ask for something 20 years ago and you say, “Listen, here’s our policy.” You know, there may be some of these somewhere, but we would have to interview each and every person that had anything to do with this to find it. And obviously, again, just for the pure economics of having a retention policy, we believe it’s a good idea. . . . Whitney:We also do not have a formal document-retention policy. Part of that is because we’re almost entirely paperless. I think I’m the only person in the company that has more than one filing cabinet. We’re a relatively young company and aren’t concerned on not having a document from year and years ago surface surprisingly in a case but how to manage our electronic documents. I’m sure you all have the same issues. So we have not put in place a formal policy because, frankly, we haven’t figured out what the best way is to manage those records. Most of our employees are technology developers. And, to date anyways, the biggest problem we’ve had has been on the retention side – as opposed to the destruction side where a year down the road we’re looking for a document that would be helpful for something and it’s gone because no one keeps anything. Hill:I have a question, and this is something that I have an opinion on that I want to express. It’s on keeping drafts. . . . I talked about my predecessor kept drafts of minutes in the files for each meeting and kept every iteration or draft of a contract. I wonder if you share my opinion that you throw all of those away and instruct your outside counsel to do so as well? Jeffreys:Drafts were evidence in the Andersen case. Hill:Well, then, you have to explain why did you change this from draft 14 to draft 15, and we have files this thick. The deposition is going to last a lot longer because the parol evidence rule at some point gets lost in the breadth of discovery. Rodriguez:We typically don’t keep drafts of minutes or contracts. Hill:Do you keep your handwritten notes from meetings? I do keep my handwritten notes. Hill:I don’t. Rodriguez:That’s inconsistent, isn’t it? Hill:Yeah. Rodriguez:But we don’t keep the drafts of documents that we’re doing. I don’t know what you do. Sudbury:We do a little bit of everything. I had a lawyer out on the West Coast – who’s much more of an electronic guru than I am – tell me about a neat little program that was used in discovery in a case . . . you may not think you’re keeping drafts, but if you did something on a computer the drafts are there and it’s only a matter of hiring the right people and spending the money to get them and that sort of changed my philosophy a little bit. So . . . I don’t throw everything out. In fact, to me I think it’s important for some period to keep – for me to reflect anyway – how we got to where we got in a contract or how we got to where we ended up with a description in some minutes. I will assume, of course, there’s no litigation or compulsion to keep them, [and], at some point in time, I will cleanse the soul and get rid of them. But my only comment about drafts is, remember, if you’re doing it on a computer, unless you’re running over your hard drive and your backup systems and your computer people are not backing something up that you don’t know they’re backing up, it’s out there somewhere. Whitney:I don’t keep drafts either. Once the deal is closed or the board minutes have been approved, I get rid of everything. Jeffreys:One of our sister papers, The Connecticut Law Tribune, recently reported that general counsel with Connecticut Bayer is seeking outside counsel on the Internet, seeking bids in kind of an e-Bay-style auction. And I just wondered if that’s intriguing at all to you, if you would ever consider that? Hill:. . . [T]here’s a lot of pressure on how to reduce your cost and there’s different types of legal services. You know, there’s the fungible legal services, where there’s a broad range of providers that can provide that type of service. Let’s say workers’ compensation defense work, which is a nationwide basis. And so having some sort of bidding process – really a reverse auction – where you then designate the firms that you want to bid and in a different state. We’ve done that. On nonfungible legal services, we do not do that. We do not go to the lowest bidder. You know, you only hire outside lawyers for three reasons. You know, there’s the three Cs. One is that you just don’t have the capacity in-house to do it. I mean, you have the people there that know how to do it, but they’re busy so you need some extra help on a short-term basis, you need more capacity. Or two, you need some competencies that you don’t have in-house, and it’s the type of competency that you don’t need often enough to own it. You just want to rent it for a while. And the third reason of the C is just for consultation. It could also be – the C could be cover your behind. That is that you want a fairness opinion. You want something. You want an independent counsel opinion that will protect your board or committee. So on those ones that are just capacity related, we tend to be less choosy. On those that are competency related and consultative related, we’re very choosy. Rodriguez:I think we’re basically the same. . . . I use a lot of, as I mentioned before . . . of contract attorneys. And especially in the legal market today in Dallas, Texas, there are a lot of very fine lawyers out there who, for whatever reason, are no longer with the big law firms. . . . But there are a lot of very good attorneys out there who maybe don’t want to work full time or maybe . . . they’re mothers who want to spend more time at home with their children, but who still want to keep their fingers in the pie. And I found some very good, low-cost but high-quality legal services using people on a contract basis. I also use small solo practitioners for collection work or for small commercial litigation matters. I don’t go to the big firms for those kinds of things. But, once again, when I’m looking for the competency, where I’m looking for SEC expertise or when I’m looking for ERISA expertise or something along that line, I am more choosy, and I tend to like long-term relationships with my outside counsel because they get to know your company, and you don’t have that re-education process of bringing that person up to speed on the history of what all’s gone on in the past. You can hit the ground running on a big lawsuit or on a particular transaction. And I think that that relationship means a lot and is worth paying the extra money for. Sudbury:I would second the comment about the bringing outside counsel up to speed. There’s a tremendous effort and price that in-house attorneys pay to involve an outside firm in something when this firm doesn’t have any knowledge of the people or the business or the background. And you got to be real careful with that, because if you, as a general counsel or in-house attorney, want to look like a goofball to your management, bring some lawyer in that displays an overwhelming degree of ignorance about the fundamentals of the business and you’re going to get a look of, “Where did you dig this girl up?” or this person or whoever it is who’s involved. So I’m with a little small law department. I always get a lot from the CEO: “Well, just get somebody to do it outside. You don’t need to kill yourself on Saturday or Sundays ’til 10 at night,” or whatever. Well, you know, it’s not always that easy. And I personally prefer personal sort of eyeball relationships, not to say we don’t use a lot of attorneys that I’ve never met, particularly outside the U.S. and other places. But the last thing – if you ever have a big problem – the last thing as a general counsel you ever, ever want to do is go into that board room or that audit committee meeting or whatever, federal courthouse, with a lawyer that you don’t know very, very well. I don’t mean going to football games with the person. I do none of that. A poor waste of time getting courted by lawyers for lunches. I don’t like fancy brochures. I almost instinctively won’t hire a law firm when I see oriental rugs in their reception area. It’s just a matter of, I think, common sense and recognizing that you’re hiring a professional to do a job that you expect to be done professionally. Just yesterday I had an e-mail from one of our business people in Europe patting himself on the back that he negotiated down a fee for a matter with a law firm that’s on our approved list from $40,000 to $17,000 or $13,000, and I had been following a little bit the magnitude of the work involved and knew what was going to be required, and I sent him back a pretty mean sounding e-mail which, I’m sure I’m being hung in Europe over at the present time, saying, “Look, rather than emphasizing saving the . . . dollars and patting ourselves on the back here, this is an unusual transaction involving a fairly complex financing matter, involving a deal in a country that we don’t have any particular experience in, and I would much prefer that we emphasize getting competent advice and not worrying about having the lawyer try to figure out, can he do this for 46 hours or is it really going to take him 82? Can he pawn it off on the newest guy in his firm and still make money on it? I think business people sometimes can be relatively shortsighted. And that may sound like an ad for outside lawyers, but that’s my experience. Whitney:Well, I make a practice wherever possible to handle absolutely everything in-house. And so when I do go outside it’s for some specialized need, and I really like to handpick the lawyer, based on their specific experience and skills. Hill:One . . . of the things we’re doing, on related-type litigation, we kind of designated various law firms around the country and put them in a network, and that way they can learn from each other. One of the things that we’re going to do next year is actually have a summit where we’ll ask law firms that represent us in significant ways – at their own expense – to come to Fort Worth and hear our strategy, get to meet key executives and actually learn because the investments you make in teaching someone about your company is not insignificant. So we want to leverage that if we can. . . . Audience member:. . . I was just curious in terms of you’ve talked a lot about board members. And, I think, David, you mentioned you’ve got a lot more contact with some of the board members on a personal basis. Do you have or have the board members come to you and asked for separate outside counsel specifically for the board or the audit committee, that is, just for talks about work-related matters? Sudbury:Each of our charters of our committees make it clear that they have the right to do that. I’ve never had that request – or the company’s never had that request made to date. I’m sure there are going to be situations where it’s going to happen. I’m just anticipating. But today they haven’t done it. But make no mistake, it’s clear that they have the right to do it. They have the right to set the pay. They have the right to have reporting directly to them. I don’t have a problem with that. Hill:Likewise, all of our committee charters give each committee the power not only to hire attorneys but any other consultants that they may deem necessary, and on occasions I’ve hired outside counsel. We brought a significant lawsuit against a law firm that had some political implications. And instead of me recommending that this lawsuit be brought, I had . . . the audit committee hire outside counsel to independently evaluate it. You know, I guess one of the things we haven’t talked about too, one of the offshoots of all of this regulation, the cost of having a board of directors has gone up significantly. . . . Jeffreys:Because you have to have more meetings? Hill:More meetings and the board members in order to serve, you know, want more cash, less equity. Audience member:Has the composition of your boards changed dramatically since the Sarbanes-Oxley or even prior to that . . . and do you truly see a difference in the attentiveness that they’re giving to matters that come before it or is it still business as usual? Hill:We have a very progressive board, a very engaged board. They don’t only self-evaluate themselves as a group, they evaluate each other individually. So our board members at the end of the year get a grade by their peers, and there are five of us in management that we actually grade each director in terms of their preparation for meetings, their engagement, their activity. And our corporate governance committee then takes those results and individually counsels them with below average directors. So the answer at least at our company is our directors don’t want to get a low grade. Rodriguez:As I’ve said before, we’ve had a majority independent board for quite some time. So we really, in response to Sarbanes, have not made any changes in terms of our committee structure or membership on the board. We also go through a grading, annual grading process. I think it’s been more informal in the past, and . . . in light of the some of the Sarbanes, we’re going to try to formalize it a bit more and maybe bring the internal audit group in to help in that process of grading them and scoring them, especially when it comes to some of the financial sophistication issues that you need to have. Sudbury:We’ve been a public company since – I don’t know – ’62 or ’63, I think it was. And like most companies, I think we’ve evolved from having at least a substantial shareholder to now basically not having a substantial shareholder and having a pretty diverse ownership. Our board, I hesitate to say that they’re more active because that implies at some time they weren’t active, but the reality is that, yes, there are a lot more detailed matters being discussed with auditors. For instance, the engagement letter. Again, being an Aug. 31-year company, we had discussions about the engagement letter several months ago. And it came as, I think, as a realization to not only the audit committee, but, frankly, our outside auditors that things were not going to be as usual. I mean, there were some specific requirements that I strongly recommended to the committee that they write into the engagement letter that sort of parroted some of the requirements under Sarbanes-Oxley. And I got a little bit of a push back, to my surprise, from the audit firm, one of the big four audit firms, as to their form. . . . But we got through those. But I’d say overall every director – every outside director on any board of directors – is paying a heck of a lot more attention. Unfortunately, one of the issues I have is we do have some directors that are also in NASDAQ companies. We’re an NYSE company. You sort of got to keep their head on straight as to, you know, look, you’re here and here are the requirements under the proposed now finalized New York Stock Exchange rules in that we’re playing on in this arena. You know, you’re not at such and such which has a little bit different rules. In fairness to them, it’s very difficult to keep their hats on in some of these detail issues that they don’t track every day. For instance, I had one director who said, “Don’t we have to have a committee that would approve any related-party transactions?” And I kept scratching my head. Where’s that coming from? Where’s that coming from? I don’t even know that we have any, but why does he think we have to spell that out in some fashion. And then I realized it was a NASDAQ requirement that had been beaten into his head in another situation . . . .Can I ask a question? . . .We’re one of the first companies disclosing our financial experts. I sent out and prepared a questionnaire that I sort of did from scratch, and I’m curious if you’re seeing sort of the political aspects as well as the legal aspects. Our committee probably has two very well qualified financial experts that meet, I think, by any measure of the qualifications. One of whom is the chairman of the committee; one of whom is not. And I guess I’m sort of getting questions about do we really need to name two, you know, why can’t we just name one. The second one, well, maybe we ought to just name everybody. And I’m curious what companies are going to do. If any of you out there represent companies, if you have more than one financial expert on your audit committee, are you going to be disclosing all of them or just one, or where a company is headed? Hill:We’re going to disclose the chairman. Though, if you look at the composition of our committee, four of the six had served as a CFO of a Fortune 500 company at some time in their career. Three of the six are CEOs of Fortune 500 companies. So we’re not really concerned about their financial acumen. Sudbury:. . . What process are you going to use to have them established? Are you going to actually have questionnaires distributed to the board or have aboard resolution acknowledging their status? Hill:It would be a board resolution. Actually the corporate governance committee would actually review the composition of the audit committee and make a determination, one, that they’re independent; [and] two, that there’s sufficient financial acumen and would recommend to the board that the composition of the committees be as proposed.

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