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Ellen Oran Kaden, Campbell Soup Co. Name and title: Ellen Oran Kaden, senior vice president for law and government affairs Age: 52 Soup and beyond: Headquartered in Camden, N.J., Campbell Soup Co. makes and markets a variety of soups, sauces, beverages, cookies and other prepared foods. In addition to its flagship Campbell Soup brand, its products include Swanson soups and broths, Pepperidge Farms cookies, crackers, breads and frozen foods, V8 vegetable juices, Prego sauces and Franco-American canned pastas. The company employs about 25,000 workers worldwide and reports nearly $7 billion in annual sales. Shareholder suits: Last February, Campbell Soup Co. agreed to pay $35 million to settle shareholder suits that General Counsel Ellen Oran Kaden characterized as meritless. The settlement resolves federal class actions filed in Campbell’s home city of Camden, alleging that the company artificially inflated sales figures in 1998. The plaintiffs charged that the company met its sales projections through discounts and rebates to supermarkets that were not properly deducted from revenue. In June 2001, U.S. District Judge Joseph Irenas denied Campbell’s motion to dismiss the suit, ruling that the plaintiffs were entitled to prove allegations of “financial legerdemain to realize the sales as revenue and mask the improprieties of [Campbell's] sales practices.” In re Campbell Soup Co. Securities Litigation, 145 F. Supp. 2d 574, 599 (D.N.J. 2001). “Our view from the outset was that this case was without merit, and we said so,” said Kaden. She declined to discuss specifics of the case or its settlement, but observed that “it’s the nature of securities litigation that even in cases without merit, you have to make a responsible evaluation of the burden, distraction and expense of litigation, [which] may drive you to consider the potential benefit to the company and shareholders in recommending settlement to the board.” The crew: Kaden oversees a law office of 18 attorneys: 13 at headquarters and five scattered worldwide. She supervises the company’s vice president of government affairs, who heads the company’s lobbying activities. When she took over the law department in 1998, Kaden reorganized the office into “professional practice groups” at the world headquarters in Camden, with lawyers assigned to litigation, corporate, advertising and marketing, intellectual property, and labor and employment units. Kaden said that Campbell’s veteran in-house lawyers have proven themselves to be an “enormous resource” in ensuring that the Fortune 500 food company complies with its multiple regulatory requirements. In-house counsel also protect profits by practicing “preventative law,” she said, ensuring that the company acts proactively to minimize unnecessary risks and mistakes. Keeping her veteran legal staff happy is one of Kaden’s major duties. “If these people do not feel professionally satisfied, it is my fault-full stop,” said Kaden, who tries to give her staff “a great deal of opportunity for growth and expansion” as lawyers while encouraging them to develop “an intense sense of business partnership” with their clients. According to its Securities and Exchange Commission (SEC) filings, Kaden received $450,000 in salary and a $407,610 bonus in 2003. Sarbanes-Oxley: Kaden doesn’t complain about the Sarbanes-Oxley Act and SEC requirements imposed in the wake of the recent accounting scandals at Enron and other corporate giants. “There was clearly a need to hold public companies more accountable . . . and there’s limited value and merit in complaining about it,” she said. In meeting the new accounting and corporate governance requirements, Campbell Soup was able to build from a “strong and viable pre-existing foundation” of procedures to ensure accurate, transparent financial reporting, said Kaden. Before the chief executive and financial officers certify the company’s quarterly financial reports, the numbers are certified internally by the responsible officials, and further vetted in face-to-face meetings involving the CEO, CFO and senior managers. “I’m blessed with a company that was recognized for excellence in corporate governance long before it became popular,” said Kaden. “Any company can have procedures and safeguards by the boatload, but what matters most is the commitment of senior management . . . to ethical business conduct.” Principal outside counsel: “We really don’t have a principal outside counsel in the classic sense,” said Kaden. She prefers to handle as many matters in-house as practical, summoning outside firms on a case-by-case and deal-by-deal basis. Kaden regularly calls on New York’s Cravath, Swaine & Moore for corporate matters. Route to the top: Kaden graduated from Cornell University with a B.A. in history in 1972 and went on to receive a master’s degree in history from the University of Chicago in 1973. She is a 1977 graduate of Columbia Law School, where she was on the law review. After a clerkship with U.S. District Judge Marvin E. Frankel in New York, Kaden returned to Columbia in 1979 as a law professor, teaching contracts, civil procedure and commercial law. Wanting some “time in the trenches,” Kaden joined Cravath in 1981, working on antitrust, intellectual property and defamation litigation, as well as transactional work. In 1986, Kaden, then pregnant with her second child, went in-house at Columbia Broadcasting System, working on a variety of corporate, regulatory and broadcast law matters. “It was a dream job,” Kaden recalled. “I wasn’t pigeonholed in any way.” Kaden became general counsel in 1989. As the chief lawyer, Kaden was involved in CBS’ 1995 acquisition by Westinghouse Corp. She also oversaw some “fascinating litigation,” she said. Kaden was hired as chief lawyer for Campbell Soup in April 1998. Personal: Kaden is married to Lewis Kaden, a partner at New York’s Davis Polk & Wardwell. The couple have two children, David, 20, and Rebecca, 17, as well as two sons from Mr. Kaden’s prior marriage, Douglas, 32, and John, 30. Last book and movie: In an Uncertain World: Tough Choices From Wall Street to Washington, by Robert E. Rubin and Jacob Weisberg, and Bend It Like Beckham.

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