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They come. They go. They come back again. The doors to the general counsel’s office have been spinning at two of the country’s largest accounting firms. Grant Thornton LLP brought Margaret Maxwell Zagel back to serve as its legal chief, five years after she left the same job to join the high-tech circus. And BDO Seidman, LLP, rehired Scott Univer a mere five months after he left for private practice. Zagel and Univer are returning to an industry reeling from auditing scandals and the tough regulatory climate. Grant Thornton and BDO Seidman, both Chicago-based and fierce competitors in the market for midsize businesses, are under pressure to adapt quickly to new federal regulations. In court, they are also battling efforts by the Internal Revenue Service to learn the identities of customers who have bought questionable tax shelters. More recently, Grant Thornton’s reputation has taken a beating from the accounting scandal at Parmalat S.p.A. The Italian division of Grant Thornton International was the auditor for the Parmalat subsidiary where financial chicanery was first uncovered. At press time Grant Thornton LLP, the U.S. firm and the fifth-largest accountancy in the country, had not been implicated. (In January, Grant Thornton International formally severed ties with its Italian affiliate.) Zagel’s December 1 return to Grant Thornton was precipitated by the announcement of GC Thomas Rafter‘s retirement plans. Rafter, who has been with the firm for 17 years and in charge of its six-lawyer department for the last four, plans to step down in summer 2004. Having reached Grant Thornton LLP’s mandatory retirement age of 62, Rafter may take over as GC of Grant Thornton International upon his exit from the company’s U.S. arm. Zagel shares the general counsel title with Rafter until then. Zagel’s return was well timed. She had previously been of counsel at Chicago’s Altheimer & Gray, where she headed the corporate governance practice. But the 300-lawyer firm collapsed in July. Before joining Altheimer in 2002, Zagel had worked for six months in Arthur Andersen’s legal department. Previously she served as chief legal officer at Organic Inc., a San Francisco Internet consulting company, and as GC of Tellabs Operations Inc., an Illinois telecom equipment maker. Zagel was Grant Thornton’s general counsel from 1984 to 1998. The 55-year-old says she considered at least one other job offer but was enticed back to Grant Thornton, a client of hers at Altheimer, because of changes at the company and throughout the accounting industry. “It’s an exciting climate,” says Zagel. Due to internal management shuffling, she says, “I’m working with some of the best people I’ve ever worked with, people who have grown up and taken over the firm.” High on her to-do list: beefing up staff, reviewing the company’s outside counsel roster, and helping to minimize the reputation fallout from the Parmalat scandal. Scott Univer’s move follows a similar management shift at BDO Seidman, amid ongoing industry challenges. In his case, however, it took just five months � not five years � to go back. In November the 52-year-old securities and professional malpractice litigator was busy jump-starting a private practice as a partner in the New York office of Piper Rudnick. But then he got the call asking him to help supervise BDO’s seven-lawyer department as co�general counsel, along with Barbara Taylor. BDO Seidman’s decision to lure back Univer, who served as the firm’s general counsel from 1991 until June 2003, followed an October management shake-up. The change, the first step in a broader effort to give partners a louder voice in firm leadership, included the election of five new board members and a new firm chairman. Univer says BDO Seidman’s strategic shift was a big factor in his decision to return. “The firm is in the process of reinventing itself,” he explains. Plus, BDO Seidman agreed to let Univer stay in New York, where he got his start as a lawyer, rather than moving back to Chicago. Univer also expects to play a key role dealing with the firm’s London insurers as professional liability coverage becomes more expensive and increasingly restrictive. “Cyclical factors combined with the events of the last two or three years have made it a very uncertain market for professional liability coverage,” Univer says. In his prior stint as GC, Univer says he developed good relations with the firm’s underwriters: “There’s credibility there.” While Taylor and Univer have not yet determined how they will divvy up the work, Univer will continue to advise the company’s new corporate governance committee, an assignment he first took on while at Piper.

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