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Name and title: Robert Kretzman, executive vice president, chief legal officer and secretary Age: 53 The company: New York-based Revlon Inc. makes cosmetics, fragrance and personal care products. Its brands, including Revlon, Almay, Charlie and Ultima, are sold in more than 100 countries across six continents. Revson brothers Charles and Joseph, along with chemist Charles Lachman-the “L” in the Revlon name-established the company in 1932. Their first product was a unique nail enamel using pigments instead of dyes, and within six years, Revlon had become a multimillion-dollar organization. Today, the company employs 6,300 and generated sales of $1.3 billion in 2004. Since 1993, Revlon has also raised $32 million to combat women’s cancers, and it provided the seed money that led to the discovery of gene-based therapeutic agent Herceptin. Legal team and outside counsel: Kretzman heads an “extraordinarily flexible” and “hands-on” group comprised of 10 lawyers and six paralegals, with 13 additional support personnel. Included are three corporate/finance specialists and an assistant general counsel who interacts with the marketing and creative units. Also on the team are an assistant vice president and general counsel responsible for international legal matters; another assistant GC who focuses on Food and Drug Administration, packaging and product-components compliance; and a senior patent counsel, a chemist by trade, who works with research and development. Kretzman and his group are directly involved in almost all of Revlon’s legal affairs, including trademarks and contracts disputes. He has always been particularly engaged in mergers and acquisitions, securities and-”my core strength”-financing. The chief legal officer manages his group “like a small law firm.” He stresses a team approach with cross-functionality and emphasizes the importance of close working relationships with the firm’s business clients, providing them with “a corridor in which they can make good business decisions in the context of legal compliance.” A significant amount of the initial document drafting is done in-house. Outside counsel are then called upon to refine and finalize the work. This mixing of in-house input with external expertise, said Kretzman, is cost-effective, ensures consistency of public disclosure and creates for his team “a very dynamic and challenging practice,” on a par with outside firms in terms of its members’ exposure and development. In the last decade, the firm has been active in the debt and equity markets. Its legal team has thus forged relationships with New York’s Skadden, Arps, Slate, Meagher & Flom to handle securities matters and partners with Paul, Weiss, Rifkind, Wharton & Garrison, also of New York, on commercial credit agreements and indentures. Revlon, according to Kretzman, does not face a lot of litigation. He clarified that the recent, highly publicized case of Coleman v. Morgan Stanley, involving Revlon’s chairman and majority owner, Ronald O. Perelman, was a private matter out of the realm of the firm’s legal arm. Revlon turnaround: In the last 18 months, the legal group, partnering with the financing and treasury units, was instrumental in several “transformational refinancings that dramatically strengthened the company and changed the game for us.” In March 2004, Revlon closed on a complex debt-for-equity exchange of $804 million of debt for almost 300 million shares of class A common stock. In July 2004, it entered into a $960 million secured-credit agreement led by Citibank, and used the proceeds for refinancing. And in March of this year, it issued $310 million in senior notes in a private placement. These were team-oriented, labor- and document-intensive, high-priority and deadline-driven deals. Sarbanes and GC: The Sarbanes-Oxley Act of 2002 has transformed Kretzman’s role at Revlon. Having served as the company’s compliance officer throughout his general counsel tenure, he is now “intimately involved” on a day-to-day basis with Revlon’s “robust” compliance efforts. When Sarbanes-Oxley was adopted, Kretzman and his deputy “literally read every SEC [Securities and Exchange Commission] and NYSE [New York Stock Exchange] release and every proposed rule and final rule, every FAQ, and from whole cloth created our comprehensive compliance program.” The 40-page checklist includes every required action, deadline and specific action steps, and Kretzman asserted that the importance of a general counsel serving as an independent, objective voice with the company’s board cannot be overstated. He is also proud that he and his team have not needed the assistance of outside counsel to achieve compliance. GC’s philosophy: Kretzman “finds it worthwhile to be explicit about the role of our law department,” and he makes sure that everyone comprehends the business strategy. In addition to “managing every dollar of my budget,” he focuses on being a trainer, noting that while lawyers are taught to be analytical and to execute plans, their leadership role is frequently neglected. As a manager, his goal is to ensure that everyone in his department is more competent than he or she was the previous year. Route to the top: Revlon’s general counsel graduated magna cum laude from St. John’s University in 1974 and earned his law degree there in 1977. He launched his career at Chicago’s Beatrice Conglomerate, now TLC Beatrice International Holdings Inc., ultimately becoming a divisional general counsel. With Revlon since 1988, Kretzman has risen from senior counsel responsible for mergers and acquisitions, to vice president and secretary, deputy general counsel and senior vice president and general counsel. In 2004, he was promoted to his current position. Personal: Revlon’s GC has two sons: Matthew, 20, and Christopher, 18, with whom he has surfed in Hawaii, Mexico, Puerto Rico and Long Island, N.Y., his birthplace. He likes to decompress from work by running and lifting weights. Kretzman’s wife Clare is an attorney practicing in the Stamford, Conn., office of Hartford, Conn.-based Shipman & Goodwin. Last book and movie: The Tipping Point: How Little Things Can Make a Big Difference, by Malcolm Gladwell, and Enron: The Smartest Guys in the Room, “which every executive and every lawyer of a public company should see.” - Roger Adler

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