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Name and title: Paul C. Tang, executive vice president, general counsel and secretary Age: 51 Stressful September: Law firm lawyers sometimes fantasize about the family-friendly life of in-house counsel. They should talk to Paul Tang about September 1994. In late 1993, the veteran New York lawyer had signed on as general counsel for Burlington Coat Factory Warehouse Corp. (BCF), the New Jersey-based chain of discount and designer clothing stores. Tang learned the ropes as BCF’s sole in-house counsel while studying for the New Jersey bar exam and moving his pregnant wife, Shirley, and young daughter into a new home. By the summer of 1994, the new GC had sealed the deal for BCF’s acquisition of the Decelle clothing store chain. However, a looming double deadline gave Tang little time to relax. Sept. 30, 1994, was his wife’s due date. It was also the day that BCF’s annual report had to be filed with the Securities and Exchange Commission. This would be Tang’s first Form 10-K filing as general counsel, and BCF’s first experience with the SEC’s new EDGAR electronic filing system. On Sept. 29, 1994, Tang was finalizing the 10-K when he received an unwelcome package: a class action complaint alleging that BCF’s investors were deceived and defrauded by the company’s failure to meet its fourth-quarter earnings projection. Tang then got the call that Shirley was going into labor. He rushed to the hospital to attend the birth of his second daughter. Later that evening, and again the next day, Tang returned to the office to consult with management and outside counsel on the securities suit, and make necessary disclosures about the case in BCF’s annual report. He filed the revised 10-K on EDGAR just before the 5:30 p.m. deadline. Thus commenced In re Burlington Coat Factory Securities Litigation. Within days of the service of the first complaint, said Tang, BCF was hit with startlingly similar lawsuits from other members of the securities plaintiffs’ bar. The company believed that the litigation was a meritless “fishing expedition,” said Tang. The district court in New Jersey consolidated the suits, stayed discovery and ultimately granted BCF’s motion to dismiss. The 3d U.S. Circuit Court of Appeals affirmed in June 1997, agreeing with the lower court that the company’s alleged earnings overstatements were not materially misleading. 114 F.3d 1410 (3d Cir. 1997). To this day, Tang believes that the plaintiffs purposefully delayed serving the first complaint until his annual report was due. “I think they just wanted to cause trouble,” he said. More than just coats: In 1972, Henrietta and Monroe Milstein bought a coat factory and outlet store in Burlington, N.J., investing Henrietta’s savings from her school librarian salary. Today, Burlington Coat Factory Warehouse Corp. is a nationwide retail chain, with 23,000 employees at 341 stores selling outerwear, apparel, shoes, accessories, furniture and household goods. Two subsidiaries, Baby Depot and Luxury Linens, sell special goods in Burlington Coat stores, and the company also owns Cohoes Fashion, a five-store chain of designer fashions in the Northeast. Monroe Milstein is the company’s chairman, chief executive officer and president. In 2003, his company posted $2.6 billion in revenue. Clothes and counsel: Tang heads a six-attorney law department, with in-house lawyers concentrating on real estate, regulatory compliance, employment matters and litigation management. The company leases about 300 of its store locations, keeping staff lawyers busy negotiating leases and working out landlord-tenant issues, said Tang. For outside counsel, Tang calls on Philadelphia’s Drinker Biddle & Reath for bankruptcy and creditor’s rights matters; Phillips Nizer of New York for tax and litigation; and New York’s Putney, Twombly, Hirson & Hall for employment matters. Real estate work goes to Oxman Tulis Kirkpatrick Whyatt & Geiger, located in White Plains, N.Y., and Meislik & Levavy of Montclair, N.J. Litigation: “Our litigation tends to be minor,” said Tang, including routine employment, commercial and real estate disputes. Tang professes a pragmatic philosophy on litigation. “I’d rather settle than spend a lot of time and money on a marginal case,” he said. “But sometimes you have to bite the bullet and litigate even though it might be cheaper in the short run to settle. In the long run, you don’t want to brand yourself as an easy mark.” BCF recently successfully defended a California employment lawsuit alleging violations of the state’s strict wage-and-hour regulations, said Tang. As in the securities litigation, the company made an early decision to litigate rather than negotiate. “We don’t love litigation, but when the alternative is just to fork over money, we’re ready to do it,” he said. Route to the top: Tang was born in Hong Kong, his mother’s native city. His father, from a wealthy Shanghai family impoverished by Japan’s World War II occupation of China, served in the Chinese Nationalist Army in Burma. The family moved to Boston when Tang was five. His father worked as an elevator operator, shoe salesman and butcher before starting his own jewelry broker business. His mother worked as a typist for Northeastern University. The immigrant parents ensured that their son had a first-class American education: high school diploma from Boston Latin School, 1974 B.A. from Harvard College, and 1977 J.D. and 1978 M.B.A. from Columbia University. After law school, Tang signed on as a tax accountant for Deloitte & Touche. In 1980, he joined Phillips Nizer in New York, becoming a partner in 1985. Two years later, Tang and partner Andrew Milstein, son of the founders of Burlington Coat, opened their own firm in White Plains. In 1989, Milstein moved to his parents’ company, and Tang moved on to a partnership at Reid & Priest (now Thelen Reid & Priest), concentrating in corporate law. He was hired as BCF’s general counsel in November 1993. Personal: Paul and Shirley Tang live with their daughters Elizabeth, 14, and Margaret, 9, in West Windsor, N.J. Last book and movie: Tang is reading Sacred Hoops: Spiritual Lessons of a Hardwood Warrior, by Phil Jackson, and the Chinese language classic, Romance of the Three Kingdoms by Luo Guanzhong. His last movie was Charade (1963), starring Audrey Hepburn and Cary Grant.

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