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Name and title: John Mesher, vice president, general counsel and secretary Age: 53 Industrial giant: Saint-Gobain Corp. of Valley Forge, Pa., is a holding company that oversees the U.S. and Canadian operations of France’s Compagnie de Saint-Gobain. The firm operates in five primary business segments: construction products, high-performance materials, packaging, flat glass and building distribution. Saint-Gobain is among the world leaders in several categories, outpacing competitors such as Guardian Industries Corp., Owens Corning and PPG Industries Inc. Its approximately 200 manufacturing locations churn out its exterior products, insulation, gypsum, pipes, abrasives, ceramics, plastics and reinforcement materials. The parent company dates to 1665 in France, where it built the Hall of Mirrors at the Palace at Versailles. It has maintained a U.S. presence since 1959. Compagnie de Saint-Gobain is publicly traded in France and the United Kingdom. Its businesses in North America account for 19% of the company’s worldwide sales and 18% of its work force. The Saint-Gobain subsidiary employs an estimated 25,000 in the United States and Canada, and reported 2005 revenues of $8.4 billion. Daily routine: Mesher is responsible for all of Saint-Gobain Corp.’s legal affairs in the United States and Canada. He also performs corporate secretary duties for its U.S. board of directors. He describes himself as a generalist with a background in corporate acquisitions, divestitures, executive benefits and compensation. Like most of his peers, he is “very rounded,” he said. “A general counsel needs to know a little about a lot of things.” Working in-house, Mesher said, he has no typical workday. This contrasts with outside attorneys who, generally, are more project-oriented. His agenda may include litigation, corporate transactions including divestitures or acquisitions, and preparation for board meetings. Dealing with high-level executive issues involving benefits, compensation and relocation, handling real estate and financing, or meeting with regulators concerning environmental issues are also potential Mesher activities. His group deals with the U.S. Environmental Protection Agency and the Occupational Safety and Health Administration, and he has an on-staff attorney dedicated to environmental issues. Mesher emphasized that “a common misperception of in-house lawyers is that all we do is review contracts.” Actually, his department is involved in virtually any legal situation or issue “except wills and divorces.” He finds it a challenge to keep abreast of all the changes in the law, particularly in rapidly evolving areas such as environmental or employment law. As the legal chief of a foreign-based company, Mesher must be cognizant of French-American cultural differences. He noted that the U.S. legal system is based on the common law as well as statutory law. The European system has more of a foundation in legal codes. Mesher reports directly to President and Chief Executive Officer of North American Operations Jean-Fran�ois Phelizon. Career highlight: Since Mesher’s arrival, Saint-Gobain Corp. has erupted from $1.5 billion in annual sales to more than $8 billion, primarily through acquisitions. For the most part, the deals were accomplished in-house, with outside firms performing due diligence; Mesher and his squad, however, were pivotal in bringing them to fruition. A public company, Norton Co. of Massachusetts, was acquired in 1990, accounting for a boost of $1.5 billion in annual sales. In 1995, Saint-Gobain entered into the glass-container business, a move that added another $1.5 billion revenue source. Last year it acquired British Plasterboard, representing a $1 billion income injection, and a significant number of smaller deals have brought another $1.5 billion to the till. Legal team and outside counsel: Saint-Gobain Corp.’s domestic team of 23 attorneys and four paralegals is based in the Valley Forge headquarters, with some operations in facilities in Worcester, Mass.; Muncie, Ind.; and Tampa, Fla. (Compagnie de Saint-Gobain maintains a staff of approximately 80 lawyers worldwide.) Eleven of the U.S. attorneys are assigned to specific business units and attend to general business or corporate legal issues. The others pursue specialties such as intellectual property law, environmental or employment law, and litigation. Their responsibilities generally cross business lines. According to Mesher, “We function as a sort of mini-law firm.” Mesher and his team outsource “a lot” of the legal work, with $30 million set aside for external counsel. Litigation, “specialty items,” major corporate matters and a significant number of intellectual property cases are diverted to outside firms. In the Philadelphia area, Pepper Hamilton assists in corporate work and litigation, and Morgan, Lewis & Bockius handles employee benefits matters for Saint-Gobain. New York’s Davis Polk & Wardwell gets the call for major acquisitions or divestitures, and Strasburger & Price of Dallas concentrates on corporate issues. Akin Gump Strauss Hauer & Feld and Boston’s Goodwin Procter have been retained for a range of cases. Mesher turns to various firms around the country for local litigation and transactional coverage. Route to present position: In 1977, Mesher launched his legal career with Pittsburgh-based Eckert Seamans Cherin & Mellott, practicing there until 1980. He then moved in-house to Alco Standard Corp., a Philadelphia coal-industry conglomerate. At Alco he focused on corporate and securities work. Mirroring his background, Mesher said that at Saint-Gobain, “We like our lawyers to have corporate as well as law firm experience, because it is a tough cultural transition to go from a firm to in-house work.” He has been with his present employer since 1988, initially joining as division counsel for its forerunner, CertainTeed Corp. Mesher was promoted to his current status in 1997. Personal: Pittsburgh native Mesher and his wife, Maureen, are the parents of four children: sons Dan, 29, and Jeffrey, 26; and daughters Rachel, 25, and Laura, 19. He holds degrees from Indiana University of Pennsylvania (1974) and Duquesne University School of Law (1977). Last book and movie: Freakonomics: A Rogue Economist Explores the Hidden Side of Everything, by Steven D. Levitt and Stephen J. Dubner, and Failure to Launch.

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