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As consolidation continues to create upheaval in the telecommunications industry, Tollgrade Communications is focused on repositioning its business, and Sara Antol, general counsel for the Cheswick, Pa.-based company for the last 11 years, is playing an integral role in the company’s latest transformation. “This industry runs on a very intense pace,” said Antol. “Tech companies tend to operate that way. We have expectations to turn things around very quickly because we need to be very responsive to our customers’ needs. But we’re in a market segment that is rapidly changing. Telecommunications has gone through some dramatic technological changes. The toughest thing is that as we come upon sector shifts, restructuring and right sizing are not far behind. It’s not an everyday thing, but when that happens, it’s never easy from a people standpoint.”
Sara M. Antol Company:Tollgrade Communications Inc. Title:General Counsel Education:J.D., University of Pittsburgh, B.A. Indiana University of Pennsylvania Professional:Babst Calland Clements & Zomnir, 1990-1996; Tollgrade Communications Inc., 1996-current Law Department:Three attorneys Outside Counsel:Cohen & Grigsby; Babst Calland Clements & Zomnir; Schnader Harrison Segal & Lewis; The Webb Law Firm; TLT Solicitors; and other firms on an as needed basis Memberships:Allegheny County Bar Association, Pennsylvania Bar Association, American Bar Association, Association of Corporate Counsel, Federal Communications Bar Association

Tollgrade, a networks services assurance provider with customers ranging from regional Bell operating companies and cable providers, to independent telecom, cable and broadband providers worldwide, manufactures devices and software used in testing telecom and cable services. From a business standpoint, the company has had some challenging years recently and the management team now is trying to reposition the company. Antol is up to the task. “I wasn’t sure if life as a law firm partner was something that I wanted to do,” said Antol of her decision to join the newly public company as its first general counsel in 1996. Antol had worked on legal matters for Tollgrade as an associate at Babst Calland Clements & Zomnir. “When Tollgrade went public, they wanted an in-house counsel and asked if I would consider it,” she said. “It was too good of an opportunity to pass up at the time. I thought it would be more interesting to work for a single company rather than a law firm.” While much of her work relates to compliance with Securities and Exchange Commission regulations and the Sarbanes-Oxley Act, which mandates corporate accounting controls for public companies, Antol is an important voice when the company makes critical business decisions. “There’s definitely a large business component to what I do,” she said. “I’m involved in most management and strategy meetings as well as sessions on mergers and acquisitions.” The business side of her responsibilities is something that Antol enjoys immensely. “I really enjoy being able to be part of the business discussions,” she said. “I’m not just in the position of giving a legal opinion and relying on the business people to take it or leave it. I do offer my legal opinion on various matters, but I’m also asked to give my opinion as a businessperson. I find that very rewarding.” Like most general counsel with a new public company, Antol was faced with the task of building an in-house legal department when she joined Tollgrade. For the first five years, she flew solo, concentrating on, among other things, the compliance structure of the newly public company. “When I came in, I had to get the right structure in place early on to make sure that we were compliant with all of the securities laws requirements,” she said. “As a brand new public company, there was none of that in place. I had to learn what was required and put into place a structure to make sure we were complying.” After Sarbanes-Oxley was enacted in 2002, Antol had to do it all again. “It really changed things immensely for us on the compliance side,” she said. “It’s so much more difficult for smaller companies to comply with Sarbanes-Oxley. That has been a big priority for us to make sure we have everything in place.” Antol said that she feels like the company is in a good position now as it relates to compliance. “My colleagues are now knowledgeable in what needs to be done and we have good controls and a good system in place to make sure we are meeting those requirements,” she said. In 2001, Antol added a second attorney to her department and hired a third in 2004. While she would love to continue to grow the department, Antol said that the company would keep it a three-member department, at least for the near term. “Right now, we can’t support more attorneys,” she said. “Believe me, I could use another person, but we just can’t support that right now. We’ll probably stay where we are for the time being.” Tollgrade and Antol rely on outside counsel for additional help, most often in the areas where they don’t have expertise, such as securities, employment issues, intellectual property or international business. “We’re all generalists,” said Antol of the members of her department. “The in-house department needs to be able to respond to the general questions that we get all of the time. We don’t have any specialists, and that’s when we need outside counsel. With an acquisition that we did in 2007, it dramatically changed our business, certainly from the legal side because we acquired a company that had locations in Europe. A big part of the work has been getting the company set up to work internationally.” With Tollgrade’s focus on repositioning its business, a major priority for Antol is the company’s active mergers and acquisitions activity. Tollgrade has completed four acquisitions and is continually looking for more opportunities. “We’re constantly looking at companies and doing due diligence and that involves putting into place processes for us to do that,” she said. “It has been a challenge with a small legal department but I think we’ve been able to respond well to those opportunities. “It really stepped our business up to a whole new level, especially as far as international work goes, since we had not done much of that before,” she added. “We’re looking at new and adjacent markets. We’re taking our products and portfolio and applying it to new markets and new product development.” Antol is hoping that 2008 will be a year of transformation for Tollgrade. “It’s important for me to see the company make it to the next level and make these changes to these adjacent markets that we are talking about and seek greater growth,” she said. “It’s important for both our employee base and the community in Pittsburgh. I’d like to see another local company that can manage to do well and stay intact here.” Daniel Casciato is a Pittsburgh-based writer who writes articles on business, finance and law. This article originally appeared inGC Mid-Atlantic , an ALM publication.

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