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Name and title: Marcia Kemp Sterling, senior vice president, general counsel and secretary Age: 62 Software giant: Autodesk Inc., with $1.2 billion in fiscal year 2005 revenues, is one of the largest software companies and a major provider of computer-aided design products. Autodesk’s AutoCAD is used by engineers and architects for drafts and models, as well as in construction of roads, bridges and buildings. Geographic information systems, mapping packages and precision drawing software also are sold, as are multidimensional design products and multimedia tools used in animation, film editing and special effects. Incorporated in 1982 and based in San Rafael, Calif., the publicly traded company has 3,477 employees. Anti-piracy priorities: Inconsistent enforcement of foreign copyrights is “a huge issue for us,” Sterling said. Autodesk’s products, “fairly expensive as desktop PC software goes,” and of critical value for their construction applications, are “perfect candidates” for being pirated in such emerging areas as China, India, Indonesia, Eastern Europe and Latin America. The firm has launched “fairly significant” anti-piracy efforts to capture revenue from unlicensed users. A staff member in Washington prods the Office of the U.S. Trade Representative, Congress and the administration to enforce regulations. Autodesk’s attorneys work with foreign counsel to deal with infractions. Sterling serves on the board of directors of the Business Software Alliance. Daily duties: Sterling spends a lot of time simply “being the manager of a department,” and notes that unlike many of their colleagues, general counsel often leave law school lacking management training. She is “farther from the day-to-day business of lawyering than sometimes I would like.” She stressed the importance of working with senior management and the executive staff in corporate decision-making, and maintains frequent contact with her direct reports. She makes presentations to worldwide teams and examines the pros and cons of potential acquisitions. Sterling provides input on major contracts, management problems and litigation. She scrutinizes new laws, and works with the Securities and Exchange Commission to ensure that disclosures and quarterly earnings calls are “appropriate and consistent.” Managing the legal function at Autodesk has become “very tech-based.” Processes need to be in place to track contracts, and operating in “a flat world” with a global economy makes nonstop connectivity among lawyers critically important. Updating the elements necessary for Sarbanes-Oxley compliance has prompted tech changes for Sterling and her team. The GC noted a streamlining of the post-Enron initiatives, but said Sarbanes-Oxley fails to provide “what the public wants and needs in terms of accountability. It’s people making checklists about checklists about checklists.” Litigious landscape: Sterling was not free to discuss specific cases, but labeled the U.S. litigation system “overused.” Lawsuits frequently are opportunistic on the part of plaintiffs, she asserted, singling out the Eastern District of Texas. Heretofore renowned as a tobacco and asbestos plaintiffs’ paradise, she called it a pro-patent plaintiffs’ district with a “rocket docket.” Sterling supports patent reform, saying the existing body of law “doesn’t work very well for software companies.” She depicted tech companies as “deep-pocket targets” of patent collectors. Plaintiffs’ firms, she alleged, “chase stock price falls” to pursue groundless securities suits, but she indicated that Autodesk has steered clear of them. Legal team and outside counsel: Sterling manages a worldwide team of 30, 20 of whom are lawyers. Seven Autodesk attorneys are stationed in Asia and the Pacific Rim. Her staff and lawyers for specific business groups hire external counsel, “first and foremost” from Wilson Sonsini Goodrich & Rosati of Palo Alto, Calif., the firm’s go-to partner for corporate securities work. Sterling also turns to “a dozen or more” domestic firms for litigation or other areas requiring specialized expertise. She reports to Carol A. Bartz, Autodesk’s chairwoman, president and chief executive officer. Route to the top: “Timing was everything” for Sterling in her rise to becoming the legal chief of Autodesk. After graduating from Vanderbilt University in 1965, she was “so lucky,” 15 years later, to attend Stanford Law School at a time when there was a paucity of older law students. She chose to stay in the Palo Alto area, rather than relocate to the legal hub of San Francisco, and was steered to Wilson Sonsini Goodrich & Rosati, then a relatively small suburban firm. But the technology boom in Silicon Valley was just erupting and, suddenly, “there was a rush of business . . . a growth phenomenon that happens once in a couple of generations.” In her first six months, Chairman Larry Sonsini handed her a half-dozen companies, all of which soon went public. Sterling attended board meetings as the venture capitalists and founders established the companies, and “it was a tremendous way to learn how young businesses are formed, and to grow up with them.” Autodesk was one such firm, and it became a “favorite client.” Sterling practiced with Wilson Sonsini for 15 years, becoming a securities partner with a focus on business law, domestic and international corporate acquisitions, and public offerings. She also has served as an extern to Justice Mathew Tobriner of the California Supreme Court. Personal: Texarkana, Ark.-native Sterling and her husband Nathaniel have raised two children and five stepchildren. Her spare time revolves around their five grandchildren, with a sixth on the way. “With a whole string of preachers in her family,” she is active in the Methodist Church, and is a board member of the National Spasmodic Dysphonia Association. Last book and movie: Gilead, by Marilynne Robinson, and March of the Penguins.

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