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Name and title: Michelle D. Bergman, vice president, general counsel and corporate secretary Age: 37 The company: Duane Reade Inc. is a drugstore chain with 240 stores, 230 of which are located in New York state, the rest in New Jersey. It plans to open an additional 10 to 12 stores next year. Launched in 1960, the company takes its name from the site of its first drugstore, on New York City’s Broadway, between Duane and Reade streets. In addition to its prescription drug business, 60% of Duane Reade’s sales are generated by over-the-counter medications, food and beverages, and health and beauty aids. Ubiquitous in New York City, Duane Reade has more sales per square inch than any other drugstore chain in the United States, as well as an online pharmacy. It has 6,000 employees and reported $1.384 billion in 2003 sales. Grueling privatization: Duane Reade became a privately held company on July 30, when it finalized a $700 million agreement with an affiliate of Oak Hill Capital Partners L.P. The eight-month privatization procedure was arduous for Bergman, who joked, “I had three jobs; now I can go back to my normal two jobs.” Along with Duane Reade’s chief financial officer, she had to coordinate due diligence and oversee the proxy process, while adhering to its “incredibly detailed rules.” She handled public communications, liaised with the board of directors and managed several outside attorneys. Shareholder obligations had to be met while the company was still public, all while planning for its private status. Withstanding the added pressure of various Sarbanes-Oxley deadlines, she also had to ensure that the interests of all parties were properly represented. Legal load: Because of the breadth and variety of her Duane Reade duties, Bergman calls herself “a former specialist who’s becoming a generalist.” Real estate is one of her primary concerns. She negotiates new leases and coordinates the deals with various Duane Reade departments, making sure that everyone knows their responsibilities once a new store opens. Bergman pointed out that “it is unusual for someone to have as many tenancies in such a concentrated area as we do, so frequently we end up using a landlord form, rather than a tenant form.” She manages company litigation, although she “prefers not to discuss it.” Slip-and-fall insurance, normally handled by human resources, is her responsibility on “an ad hoc basis” if the incident is perceived to be serious. As corporate secretary, Bergman is responsible for all company books and records. She gets involved in labor and human resources matters, and she reviews major contracts with divisions such as marketing, pharmaceutical and finance. Bergman seeks to ensure that the agreements meet the company’s business goals, emphasizing that she has “a very business-oriented approach to the legal function.” Recently she structured a deal with the British software company Pixology PLC, a “technological breakthrough in photo development,” where her company offers software downloading on its Web site, enabling camera phones to transmit digital images for printing at various Duane Reade locations. Duane Reade is subject to a number of health care regulations at the federal, state and local levels, and the GC assists senior executives in monitoring legislative activity. The National Association of Chain Drugstores, a trade group, keeps an eye on pharmaceutical politics as well. Bergman meets with Albany, N.Y.-based lobbyists and local politicians, stating that “if we are trying to structure a program in a particular way, I will get involved talking to regulatory agencies and the like to make sure we are compliant.” The Health Insurance Portability and Accountability Act of 1996 has also resulted in a flurry of compliance activity for the drugstore chain. Legal team: Duane Reade is a “fairly leanly staffed company,” and Bergman is its only in-house lawyer. She is supported by a pair of “elevated administrative assistants” who do “substantive” work for her. She relies heavily on outside counsel, estimating that she performs one-tenth of the legal work herself. “When you are one lawyer in a company of the size I’m in, one of the most important skills you have to have is to effectively manage and coordinate outside counsel.” She partners with White & Case and New York’s Davis Polk & Wardwell in litigation, and turns to Pryor Cashman Sherman & Flynn of New York for real estate litigation. Since going private, the company has used New York’s Paul, Weiss, Rifkind, Wharton & Garrison for general corporate matters. Lowenstein Sandler of Roseland, N.J., consults on “garden variety” corporate, contracts and trademark work, and Bergman hires external counsel for specialty areas like labor and real estate. Route to the top: Bergman received her bachelor’s degree from Ouachita Baptist University in 1989. She earned advanced degrees from Tulane University’s A.B. Freeman School of Business (an M.B.A.) and its law school (where she achieved a 1994 juris doctorate and was made a member of the Order of the Coif). After law school, she relocated to New York, where she had interned in previous summers at Philip Morris’ legal department and at Thacher Proffitt & Wood. Latham & Watkins was her first stop, followed by investment bank Donaldson Lufkin & Jenrette, for which she did private equity work. After stints at a private equity firm and as assistant general counsel at AEA Investors, the opportunity arose in April 2002 to become Duane Reade’s GC. Bergman has known the company’s chief executive officer, Anthony J. Cuti, since her days at Latham, where she had performed a lot of Duane Reade-related work. Personal: The Berlin-born Bergman and her husband, Jeffrey, are the parents of a son, Ted. They are awaiting the October arrival of another child. Bergman is a voracious reader. Last book and movie: The Color of Water: A Black Man’s Tribute to His White Mother, by James McBride, and Shrek 2.

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